Proprietary Rights Agreements. The Company will enter into a ----------------------------- confidentiality and proprietary rights agreement with each new employee engaged by the Company at the time of their employment by the Company.
Proprietary Rights Agreements. Each employee, officer and consultant of the Company shall enter into an invention assignment agreement substantially in the forms previously provided to the special counsel for the Investors.
Proprietary Rights Agreements. The Company shall have ----------------------------- obtained proprietary rights agreements from such third parties as Digital Angel may require pursuant to which such third parties shall have assigned to the Company any and all interest in all intellectual property, trade secrets, software, and confidential information produced, used or rising out of or related to the Business.
Proprietary Rights Agreements. Each officer, employee and ----------------------------- contractor of the Company has entered into and executed an Employee Invention Assignment Agreement in the form attached to this Agreement as Exhibit D or an --------- employment or consulting agreement containing substantially similar terms.
Proprietary Rights Agreements. Purchaser shall be satisfied with the accuracy of the representations in Section 2.9.2 regarding the proprietary rights obligations (including such waivers and assignments) of the Company’s employees, consultants and independent contractors.
Proprietary Rights Agreements. Each officer, employee or consultant of the Company will execute a proprietary information agreement in a form approved by the Company's Board of Directors.
Proprietary Rights Agreements. Except for those Persons who have employment or consulting agreements with the Company or who are entering into such employment or consulting agreements as a part of the transactions contemplated by this Agreement, to the Knowledge of the Sellers or the Company, no employee, officer or independent contractor of the Company is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, non-competition, or proprietary rights agreement, between such employee, officer or independent contractor of the Company and any other third party that in any way adversely affects or will affect (i) the performance of his duties as an employee or officer or independent contractor of the Company, or (ii) the ability of the Company to conduct its business.
Proprietary Rights Agreements. Except as set forth in Seller's Disclosure Schedules, each employee of Seller's PDM Business has entered into a confidentiality/assignment of inventions agreement with SSC, IFD or one of their respective subsidiaries or other owned business entities in substantially the form previously supplied to Purchaser without any material change to such form.
Proprietary Rights Agreements. As of the Closing, each Person employed by the Company or directly engaged by the Company whose function relates to Intellectual Property development for the Company: (i) is a party to a written agreement that conveys or obligates such Person to convey to the Company any and all right, title and interest in and to all such Intellectual Property developed by such Person in connection with such Person’s employment with or engagement on behalf of the Company; (ii) as to copyrights created in the course of such Person’s employment with or engagement on behalf of the Company, is a party to a valid and enforceable written “work made for hire” or assignment agreement pursuant to which the Company is the owner of all proprietary rights in such material; or (iii) otherwise has by operation of Law vested in the Company any and all right, title and interest in and to all such Intellectual Property developed by such Person in connection with such Person’s employment with, or engagement on behalf of, the Company. The Company does not have an ongoing or future obligation to pay royalties or other similar fees with respect to any Company Intellectual Property owned (or purported to be owned) by the Company.
Proprietary Rights Agreements. The Company will cause each of the officers, employees and consultants of the Company and any subsidiary to enter into a nondisclosure and proprietary rights assignment agreement in a form reasonably acceptable to the Company and the Major Investors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the unanimous consent of the Preferred Stock Directors.
