Common use of Standard Form IP Agreements Clause in Contracts

Standard Form IP Agreements. The Company has provided to Parent a complete and accurate copy of each standard form of Company IP Contract used by the Company at any time, including each standard form of (a) employee agreement containing any assignment or license of Intellectual Property Rights; (b) consulting or independent contractor agreement containing any intellectual property assignment or license of Intellectual Property Rights; and (c) confidentiality or nondisclosure agreement. Part 2.9(f) of the Disclosure Schedule accurately identifies each Company IP Contract that deviates in any material respect from the corresponding standard form agreement provided to Parent, including any agreement with an employee, consultant, or independent contractor in which the employee, consultant, or independent contractor expressly reserved or retained rights in any Intellectual Property or Intellectual Property Rights incorporated into or used in connection with any Company Product or otherwise related to the Company’s business, research, or development.

Standard Form IP Agreements. The Company has provided to Parent a complete and accurate copy of each standard form of Company IP Contract used by the Company at any time, including each standard form of (a) employee agreement containing any assignment or license of Intellectual Property Rights; (b) consulting or independent contractor agreement containing any intellectual property assignment or license of Intellectual Property Rights; and (c) confidentiality or nondisclosure agreement. Part 2.9(f) of the Disclosure Schedule accurately identifies each Company IP Contract that deviates in any material respect from the corresponding standard form agreement provided to Parent, including any agreement with an employee, consultant, or independent contractor in which the employee, consultant, or independent contractor expressly reserved or retained rights in any Intellectual Property or Intellectual Property Rights incorporated into or used in connection with any Company Product or otherwise related to the Company’s business, research, or development.Intellectual

Standard Form IP Agreements. The Company has Acquired Companies have each provided to Parent a complete and accurate copy of each standard form of Acquired Company IP Contract currently used by the Company at any timeeach Acquired Company, including each standard form of (a) employee agreement containing any assignment or license of Intellectual Property Rights; (b) consulting or independent contractor agreement containing any intellectual property assignment or license of Intellectual Property Rights; and (c) confidentiality or nondisclosure agreement. Part 2.9(f) of the Disclosure Schedule accurately identifies each Acquired Company IP Contract that deviates in any material respect from the corresponding standard form agreement provided to Parent, including any agreement with an employee, consultant, or independent contractor in which the employee, consultant, or independent contractor expressly reserved or retained rights in any Intellectual Property or Intellectual Property Rights incorporated into or used in connection with any Acquired Company Product or otherwise related to the any Acquired Company’s business, research, or development.

Standard Form IP Agreements. The Company has provided to Parent a complete and accurate copy of each standard form of Company IP Contract used by the Company or the Subsidiary at any time, including each standard form of (a) employee agreement containing any assignment or license of Intellectual Property Rights; (b) consulting or independent contractor agreement containing any intellectual property assignment or license of Intellectual Property Rights; and (c) confidentiality or nondisclosure agreement. Part 2.9(f) of the Disclosure Schedule accurately identifies each Company IP Contract that deviates in any material respect from the corresponding standard form agreement provided to Parent, including any agreement with an employee, consultant, or independent contractor in which the employee, consultant, or independent contractor expressly reserved or retained rights in any Intellectual Property or Intellectual Property Rights incorporated into or used in connection with any Acquired Company Product or otherwise related to the Company’s or the Subsidiary’s business, research, or development.

Standard Form IP Agreements. The Company has provided delivered to Parent and Merger Sub a complete and accurate copy of each standard form of Company Business IP Contract used by the Company at any timecurrently in use, including each standard form of of: (aA) end user license agreement; (B) development agreement; (C) employee agreement containing any assignment or license of Intellectual Property Rightsor Intellectual Property Rights or any confidentiality provision; (bD) consulting or independent contractor agreement containing any intellectual property assignment or license of Intellectual Property Rightsor Intellectual Property Rights or any confidentiality provision; and (cE) confidentiality or nondisclosure agreement. Part 2.9(fSchedule 3.14(e) of the Disclosure Schedule accurately identifies each Company IP Contract that deviates in any material respect from the corresponding standard form agreement provided to Parent, including any agreement with an employee, consultant, consultant or independent contractor in which the employee, consultant, consultant or independent contractor expressly reserved or retained rights in any Intellectual Property or Intellectual Property Rights incorporated into owned, licensed or used in connection with any Company Product with, or otherwise related to relating to, (x) the Business or (y) the Company’s businessresearch or development of any Intellectual Property owned, researchlicensed or used in connection with, or developmentrelating to, the Business.

Standard Form IP Agreements. The Company has provided to Parent a complete and accurate copy of each standard form of Company IP Contract used by the Company at any timetime since December 31, 2007, including each standard form of (ai) employee agreement containing any assignment or license of Intellectual Property Rights; (bii) consulting or independent contractor agreement containing any intellectual property assignment or license of Intellectual Property Rights; and (ciii) confidentiality or nondisclosure agreement. Part 2.9(f2.14(f) of the Disclosure Schedule accurately identifies each Company IP Contract that deviates in any material respect from the corresponding standard form agreement provided to Parent, including any agreement with an employee, consultant, consultant or independent contractor in which the employee, consultant, consultant or independent contractor expressly reserved or retained rights in any Intellectual Property or Intellectual Property Rights incorporated into or used in connection with any Company Product or otherwise related to the Company’s business, research, or developmentBusiness.

Standard Form IP Agreements. The Company has provided to Parent Buyer a complete and accurate copy of each standard form of Company IP Contract used by the Company at any time, including each standard form of (ai) employee agreement containing any assignment or license of Intellectual Property RightsProperty; (bii) consulting or independent contractor agreement containing any intellectual property Intellectual Property assignment or license of Intellectual Property RightsProperty; and (ciii) confidentiality or nondisclosure agreement. Part 2.9(fSection 2.13(e) of the Disclosure Schedule accurately identifies each Company IP Contract agreement of each of the foregoing categories that deviates in any material respect from the corresponding standard form agreement provided to ParentBuyer, including any agreement with an employee, consultant, or independent contractor in which the employee, consultant, or independent contractor expressly reserved or retained rights in any Intellectual Property or Intellectual Property Rights incorporated into or used in connection with any Company Product or otherwise related to the Company’s business, research, or developmentdevelopment of the Company.

Standard Form IP Agreements. The Company has provided to Parent a complete and accurate copy of each standard form of Company IP Contract used by the Company at any timeCompany, including each standard form of (ai) employee agreement containing any assignment or license of Intellectual Property Rights; (bii) consulting or independent contractor agreement containing any intellectual property assignment or license of Intellectual Property Rights; and (ciii) confidentiality or nondisclosure agreement. Part 2.9(f) of the Disclosure Schedule accurately identifies each Company IP Contract that deviates in any material respect from the corresponding standard form agreement provided to Parent, including any agreement with an employee, consultant, or independent contractor in which the employee, consultant, or independent contractor expressly reserved or retained rights in any Intellectual Property or Intellectual Property Rights incorporated into or used in connection with any Company Product or otherwise related to the Company’s business, research, or development.