Common use of Proprietary Information Agreements Clause in Contracts

Proprietary Information Agreements. Copies of the Company’s standard forms of proprietary information, confidentiality and assignment agreement for employees (the “Employee Proprietary Information Agreement”) and the Company’s standard forms of consulting agreement containing proprietary information, confidentiality and assignment provisions (the “Consultant Proprietary Information Agreement”), in each case, used by the Company after January 1, 2003, are attached to Section 2.14(j)(1) and Section 2.14(j)(2), respectively, of the Disclosure Schedule. To the Company’s Knowledge, all current and former employees of the Company and its Subsidiaries, and all current and former consultants of the Company and its Subsidiaries, in each case, who have been involved in the creation or development of Technology that is used by the Company or any of its Subsidiaries and necessary for the conduct of the business of the Company or any of its Subsidiaries as currently conducted by the Company or any of its Subsidiaries or as currently contemplated as of the date hereof by the Company’s senior management to be conducted by the Company or any of its Subsidiaries, have executed the applicable form of agreement and have taken no exceptions therein to the assignment of Intellectual Property necessary for the conduct of the business of the Company or any of its Subsidiaries to the Company and its Subsidiaries, except as otherwise specified in Section 2.14(j)(1) and Section 2.14(j)(2) of the Disclosure Schedule. Each of the Company and its Subsidiaries has taken reasonable steps necessary to protect the confidentiality of confidential information and trade secrets of the Company or any of its Subsidiaries or of any third party that has provided any confidential information or trade secrets to the Company or any of its Subsidiaries.

Proprietary Information Agreements. Copies of the The Company’s current standard forms form of proprietary information, confidentiality and assignment agreement for employees Company Employees (the “Employee Proprietary Information Agreement”) and the Company’s standard forms form of consulting agreement containing proprietary information, confidentiality and assignment provisions information (the “Consultant Proprietary Information Agreement”), in each case, used by ) include confidentiality and assignment provisions pursuant to which the Company after January 1Employee or consultant, 2003as the case may be, has assigned or waived and agreed to assign or waive, as the case may be, to the Company such Person’s rights respecting all Intellectual Property Rights relating to the businesses of the Company and of its Subsidiaries and arising in the course of their employment or engagement by or with the Company (or any Subsidiary thereof) (and copies of the Employee Proprietary Information Agreement and of the Consultant Proprietary Information Agreement) are attached to Section 2.14(j)(14.14(k)(i) and Section 2.14(j)(24.14(k)(ii), respectively, of the Company Disclosure Schedule. To the Company’s Knowledge, all All current and former employees of the Company and its SubsidiariesEmployees, and all current and former consultants of the Company and its Subsidiaries, in each case, Subsidiaries who have been involved in the creation or development of Company Owned Technology that is used by or Company Owned Intellectual Property, have executed the applicable form of the Employee Proprietary Information Agreement or the Consultant Proprietary Information Agreement, respectively. No Company Employee or consultant who has contributed to, or participated in, the conception and development of Company Owned Intellectual Property or Company Owned Technology has asserted or, to the Knowledge of the Company, threatened any claim against the Company or any of its Subsidiaries in connection with such Company Employee’s or consultant’s involvement in the conception and necessary for development of such Company Owned Intellectual Property or Company Owned Technology and, to the conduct Knowledge of the business of the Company, no such Company Employee or consultant has a reasonable basis for any of its Subsidiaries as currently conducted by the Company or any of its Subsidiaries or as currently contemplated as of the date hereof by the Company’s senior management to be conducted by the Company or any of its Subsidiaries, have executed the applicable form of agreement and have taken no exceptions therein to the assignment of Intellectual Property necessary for the conduct of the business of the Company or any of its Subsidiaries to the Company and its Subsidiaries, except as otherwise specified in Section 2.14(j)(1) and Section 2.14(j)(2) of the Disclosure Schedule. Each of the Company and its Subsidiaries has taken reasonable steps necessary to protect the confidentiality of confidential information and trade secrets of the Company or any of its Subsidiaries or of any third party that has provided any confidential information or trade secrets to the Company or any of its Subsidiariessuch claim.

Proprietary Information Agreements. Copies of the Company’s standard forms form of proprietary information, confidentiality and assignment agreement for employees (the “Employee Proprietary Information Agreement”) and the Company’s standard forms form of consulting agreement containing proprietary information, confidentiality and assignment provisions (the “Consultant Proprietary Information Agreement”), in each case, used by the Company after January 1, 2003, are attached ) have been made available to Section 2.14(j)(1) and Section 2.14(j)(2), respectively, of the Disclosure ScheduleAcquiror. To the Company’s Knowledge, all All current and former employees Employees of the Company and its Subsidiaries, and all current consultants of the Company and its Subsidiaries who have been involved in any manner in the creation or development of any Company IP or Technology for the Company or any of its Subsidiaries have executed the applicable form of such agreement; and all former Employees of the Company and its Subsidiaries, and all former consultants of the Company and its Subsidiaries, in each case, Subsidiaries who have been involved in any manner in the creation or development of any Company IP or Technology for the Company or any of its Subsidiaries that is are currently used by the Company or any of its Subsidiaries and necessary for the conduct of the business of the or currently incorporated into any Company Product or any of its Subsidiaries as currently conducted by the Company or any of its Subsidiaries or as currently contemplated as of the date hereof by the Company’s senior management to be conducted by the Company or any of its Subsidiaries, Technology have executed the applicable form of agreement and have taken no exceptions therein to the assignment of Intellectual Property necessary for the conduct of the business of the Company or any of its Subsidiaries to the Company and its Subsidiaries, except as otherwise specified in Section 2.14(j)(1) and Section 2.14(j)(2) of the Disclosure Schedulesuch agreement. Each of the The Company and its Subsidiaries has have taken reasonable steps necessary to protect the confidentiality of confidential information their Confidential Information and trade secrets of the Company or any of its Subsidiaries or and those of any third party that has provided any confidential information Confidential Information or trade secrets to the Company or any of its SubsidiariesSubsidiaries (other than information disclosed in any published patent application). No Employee has excluded any Intellectual Property Right used in or necessary for use in the business of the Company and its Subsidiaries from any assignment of, or agreement to assign, Intellectual Property Rights to the Company.

Proprietary Information Agreements. Copies of the Company’s current standard forms of proprietary information, (i) confidentiality and assignment agreement for employees and (the “Employee Proprietary Information Agreement”ii) and the Company’s standard forms of consulting contractor agreement containing proprietary information, confidentiality and assignment provisions (the “Consultant Proprietary Information Agreement”)provisions, in each case, used by the Company after January 1, 2003, are attached have been made available to Section 2.14(j)(1) and Section 2.14(j)(2), respectively, of the Disclosure ScheduleBuyer. To the Company’s Knowledge, all All current and former employees of the Company (and its Subsidiariespredecessors) have executed, or will execute prior to the Closing, such form employee confidentiality agreement (or substantially such form in all material respects), or another agreement pursuant to which the applicable employee has agreed to appropriate confidentiality and all non-disclosure covenants. All current and former consultants contractors of the Company (and its Subsidiaries, in each case, predecessors) who have been involved in the creation or development of Technology that is used by the Owned Software or any other Intellectual Property for the Company or any its predecessors have executed such form contractor agreement (or substantially such form in all material respects), or another agreement pursuant to which the applicable contractor has (i) assigned to or vested in the Company or its predecessors ownership of its Subsidiaries such Intellectual Property and necessary for (ii) agreed to appropriate confidentiality and non-disclosure covenants. To the conduct Knowledge of Seller, no such employee or contractor is in violation of the business applicable agreement to which it is a party. Ownership of all Owned Intellectual Property and Owned Software developed by employees for or on behalf of the Company or any of its Subsidiaries as currently conducted by has vested in the Company by operation of law or any of its Subsidiaries otherwise, and no employees, consultants or as currently contemplated as of the date hereof by the Company’s senior management to be conducted by the Company or any of its Subsidiariescontractors have claimed, have executed the applicable form of agreement and have taken no exceptions therein to the assignment Knowledge of Seller no employees, consultants or contractors have, any right, title, interest or other claim to any Owned Intellectual Property necessary for the conduct of the business of the or Owned Software. The Company or any of its Subsidiaries to the Company and its Subsidiaries, except as otherwise specified in Section 2.14(j)(1) and Section 2.14(j)(2) of the Disclosure Schedule. Each of the Company and its Subsidiaries has taken commercially reasonable steps necessary measures to protect the confidentiality of confidential information and trade secrets used or held for use in the Business. To the Knowledge of the Company Seller, there has been no unauthorized use or any of its Subsidiaries or disclosure of any third party that has provided any such confidential information or trade secrets to the Company or any of its Subsidiariessecrets.

Proprietary Information Agreements. Copies To the extent they have been in use at any time since August 16, 2016, copies of the (i) each Acquired Company’s standard forms form of proprietary information, confidentiality and Employee Agreement containing any assignment agreement for employees or license of Intellectual Property Rights (the “Employee Proprietary Information Agreement”), and (ii) and the each Acquired Company’s standard forms form of professional services, outsourced development, consulting or independent contractor agreement containing proprietary information, confidentiality and any assignment provisions or license to an Acquired Company of Intellectual Property Rights (the “Consultant Proprietary Information Agreement”), in each case, used by ) have been Made Available to the Company after January 1, 2003, are attached to Section 2.14(j)(1) and Section 2.14(j)(2), respectively, of the Disclosure SchedulePurchaser. To the Company’s Knowledge, all All current and former employees Employees of the Company and its SubsidiariesAcquired Companies, and all current and former consultants consultants, contractors, developers, and partners of the Company and its Subsidiaries, in each case, Acquired Companies who have been involved involved, in the course of their work for any Acquired Company, in the creation or development of Technology or Intellectual Property Rights that is used by the are either material to any Acquired Company or its business or are material and incorporated or embodied in any of its Subsidiaries and necessary for the conduct of the business of the Company or any of its Subsidiaries as currently conducted by the Company or any of its Subsidiaries or as currently contemplated as of the date hereof by the Company’s senior management to be conducted by the Company or any of its SubsidiariesProduct, (i) have executed the applicable form of agreement Employee Proprietary Information Agreement or Consultant Proprietary Information Agreement, and (ii) (A) have taken no exceptions therein validly and irrevocably assigned all of their rights in such Technology and Intellectual Property Rights to the assignment of Acquired Companies, and (B) to the extent not assignable under applicable Legal Requirements, have waived all moral rights in such Technology and Intellectual Property Rights in favor of the Acquired Companies, in each of “(A)” and “(B)” without the exclusion or reservation of any Technology or Intellectual Property Rights that are related to or necessary for the conduct of the business of the any Acquired Company or any of its Subsidiaries to the Company and its Subsidiaries, except as otherwise specified in Section 2.14(j)(1) and Section 2.14(j)(2) of the Disclosure Scheduleit is currently conducted. Each of the Company and its Subsidiaries has The Acquired Companies have taken all reasonable steps necessary to protect the confidentiality of confidential information and all trade secrets and other Confidential Information of the Company or any of its Subsidiaries Acquired Companies or of any third party that has provided any confidential information or trade secrets or other Confidential Information to the Company or any of its SubsidiariesAcquired Companies.

Proprietary Information Agreements. Copies of the Company’s and its Subsidiaries’ standard forms of proprietary informationEmployee Agreement containing any assignment or license of Intellectual Property (collectively, confidentiality and assignment agreement for employees (the “Employee Proprietary Information AgreementAgreements”) and the Company’s and its Subsidiaries’ standard forms of consulting agreement professional services, outsourced development, consulting, or independent contractor agreements containing proprietary information, confidentiality and any assignment provisions or license of Intellectual Property (the “Consultant Proprietary Information AgreementAgreements”), in each case, used by the Company after January 1, 2003, are attached ) have been Made Available to Section 2.14(j)(1) and Section 2.14(j)(2), respectively, of the Disclosure ScheduleParent. To the Company’s Knowledge, all All current and former employees Employees of the Company and or any of its Subsidiaries, and all current and former consultants consultants, contractors, suppliers and vendors of the Company and or any of its Subsidiaries, in each case, who Subsidiaries that have been involved in the creation or development of Technology that is used by the Company for or any of its Subsidiaries and necessary for the conduct of the business on behalf of the Company or any of its Subsidiaries as currently conducted by the Company or any of its Subsidiaries or as currently contemplated as of the date hereof by the Company’s senior management to be conducted by the Company or any of its Subsidiaries(each, a “Contributor”), have executed the applicable form of agreement and have taken no exceptions therein to Employee Proprietary Information Agreement or Consultant Proprietary Information Agreement, except as disclosed on Schedule 2.14(l) of the assignment Disclosure Schedule, without the exclusion or reservation of any Intellectual Property that is used in or necessary for the conduct of the business of the Company or any of its Subsidiaries to the Company and its Subsidiaries, except taken as otherwise specified a whole, as it is currently conducted or currently contemplated to be conducted by the Company. Without limiting the foregoing, no Contributor owns or has any right to Company Products or Company Intellectual Property, nor has any Contributor made any assertions with respect to any alleged ownership of, or rights in Section 2.14(j)(1) or to, any Company Products or Company Intellectual Property. All current and Section 2.14(j)(2) of the Disclosure Schedule. Each former employees of the Company and its Subsidiaries has who are or were, at the time of employment, residents of countries that recognize moral rights or whose employment relationships are or were governed by applicable laws in countries that recognize moral rights have executed written agreements with the Company and its Subsidiaries that, to the fullest extent permitted under applicable law, waive for the benefit of the Company and its Subsidiaries, all moral rights in any works of authorship relating to the business of the Company and its Subsidiaries, including the right to the integrity of the work, the right to be associated with the work as its author by name or under a pseudonym and the right to remain anonymous. The Company and its Subsidiaries have taken all reasonable steps that are required or necessary to protect the confidentiality of confidential information Confidential Information and trade secrets of the Company or any of and its Subsidiaries or of any third party that has provided any confidential information or trade secrets to the Company or any of and its Subsidiaries.