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 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. 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. 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. 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. 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 Seller’s Knowledge, 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 Schedule 2.15, since November 1998, each current and former employee, consultant and officer of the Company has executed an agreement with the Company regarding confidentiality and proprietary information substantially in the form attached hereto as Exhibit B (the "PROPRIETARY RIGHTS AGREEMENT"). The Company is not aware that any of its employees is obligated under any Contract, or subject to any Order, that would interfere with the use of the employee's best efforts to promote the interests of the Company or that would conflict with the Company's business as conducted or proposed to be conducted. Neither the execution nor delivery of the Transaction Documents, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as proposed, will conflict with or result in a breach of, or constitute a default under, any Contract under which any of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees or contractors (or Persons it currently intends to hire or contract with) made prior to their employment or engagement by the Company. No current employee, officer or consultant of the Company has excluded works or inventions made prior to his or her employment with the Company from his or her assignment of inventions pursuant to such Person's Proprietary Rights Agreement. The Company is not aware that any of its employees or consultants is in violation thereof, and the Company will use its best efforts to prevent any such violation. The Company has taken reasonable security measures to maintain the confidentiality of the Company's proprietary information.
Proprietary Rights Agreements. To the Knowledge of Sellers and Company, no independent contractor, member, manager, employee or director of any Seller or Company is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, noncompetition, or proprietary rights agreement, between such independent contractor, employee, member, manager or director and any other Person (“Proprietary Rights Agreement”) that in any way adversely affects or will affect (i) the performance of his duties as an independent contractor, employee, manager, member or director of the Company, or (ii) the ability of Company to conduct its business, including any Proprietary Rights Agreement by any such independent contractor, employee, manager, member or director. To Sellers’ Knowledge, no director, officer, independent contractor, manager, member or other key employee of any Seller or Company intends to terminate his employment or relationship with any Seller or Company.
Proprietary Rights Agreements. 19 7.7 Limitations on Transfer of Intellectual Property. . . . . . . . 19 7.8
