Agreements with Employees and Contractors. The Borrower has entered into a legally enforceable agreement with each of its employees and subcontractors obligating each such Person to assign to the Borrower, without any additional compensation, any Intellectual Property Rights created, discovered or invented by such Person in the course of such Person’s employment or engagement with the Borrower (except to the extent prohibited by law), and further requiring such Person to cooperate with the Borrower, without any additional compensation, in connection with securing and enforcing any Intellectual Property Rights therein; provided, however, that the foregoing shall not apply with respect to employees and subcontractors whose job descriptions are of the type such that no such assignments are reasonably foreseeable.
Agreements with Employees and Contractors. Company has entered into a legally enforceable agreement with each Person that is an employee or subcontractor obligating that Person to assign to Company, without additional compensation, any Intellectual Property Rights created, discovered or invented by that Person in the course of that Person’s employment or engagement with Company (except to the extent prohibited by law), and further obligating that Person to cooperate with Company, without additional compensation, to secure and enforce the Intellectual Property Rights on behalf of Company, unless the job description of the Person is such that it is not reasonably foreseeable that the employee or subcontractor will create, discover, or invent Intellectual Property Rights.
Agreements with Employees and Contractors. The Borrower has entered into a legally enforceable agreement with each of its employees and subcontractors who are engaged in research and development activities obligating each such Person to assign to the Borrower, without any additional compensation, any Intellectual Property Rights created, discovered or invented by such Person in the course of such Person’s employment or engagement with the Borrower (except to the extent prohibited by law), and further requiring such Person to cooperate with the Borrower, without any additional compensation, in connection with securing and enforcing any Intellectual Property Rights therein; provided, however, that the foregoing shall not apply with respect to employees and subcontractors whose job descriptions are of the type such that no such assignments are reasonably foreseeable.
Agreements with Employees and Contractors. All of such party’s employees or contractors acting on its behalf pursuant to this Agreement or any other written agreement between the parties are and will be obligated under a binding written agreement to comply with obligations of confidentiality and non-use consistent with those set forth in Article 9.
Agreements with Employees and Contractors. The Borrower has entered into a legally enforceable agreement with each of its senior management obligating each such Person to assign to the Borrower, without any additional compensation, any Intellectual Property Rights created, discovered or invented by such Person in the course of such Person’s employment or engagement with the Borrower (except to the extent prohibited by law), and further requiring such Person to cooperate with the Borrower, without any additional compensation, in connection with securing and enforcing any Intellectual Property Rights therein.
Agreements with Employees and Contractors. Each Person identified on Schedule 5.11 as owning Intellectual Property has entered into a legally enforceable agreement with each of its employees and subcontractors obligating each such Person to assign to it, without any additional compensation, any Intellectual Property Rights created, discovered or invented by such Person in the course of such Person's employment or engagement with it (except to the extent prohibited by law), and further requiring such Person to cooperate with it, without any additional compensation, in connection with securing and enforcing any Intellectual Property Rights therein; provided, however, that the foregoing shall not apply with respect to employees and subcontractors whose job descriptions are of the type such that no such assignments are reasonably foreseeable.
Agreements with Employees and Contractors. To the best of Company’s and each Subsidiary’s knowledge, Company and each Subsidiary has entered into a legally enforceable agreement with each Person that is an employee or subcontractor obligating that Person to assign to Company or such Subsidiary, as applicable, without additional compensation, any Intellectual Property Rights created, discovered or invented by that Person in the course of that Person’s employment or engagement with Company or such Subsidiary (except to the extent prohibited by law), and further obligating that Person to cooperate with Company or such Subsidiary, without additional compensation, to secure and enforce the Intellectual Property Rights on behalf of Company or such Subsidiary, unless the job description of the Person is such that it is not reasonably foreseeable that the employee or subcontractor will create, discover, or invent Intellectual Property Rights.
Agreements with Employees and Contractors. Borrower has entered into a legally enforceable agreement with each Person that is an employee or subcontractor obligating that Person to assign to Borrower, without additional compensation, any Intellectual Property Rights created, discovered or invented by that Person in the course of that Person’s employment or engagement with Borrower (except to the extent prohibited by law), and further obligating that Person to cooperate with Borrower, without additional compensation, to secure and enforce the Intellectual Property Rights on behalf of Borrower, unless the job description of the Person is such that it is not reasonably foreseeable that the employee or subcontractor will create, discover, or invent Intellectual Property Rights.
Agreements with Employees and Contractors. (a) The employment of each officer and employee of the Company is terminable at will. The Company is not a party to a collective bargaining agreement, contract or other understanding with a labor union or labor organization and, to the knowledge of the Company, there are no organizational efforts presently being made involving any of the employees of the Company. There are no controversies pending or, to the knowledge of the Company, threatened between the Company and any of its employees. The Company has complied in all material respects with all laws relating to wages, hours and collective bargaining. The Company has paid when due all wages, salaries, commissions, bonuses, benefits and other compensation due to all employees and service providers and there is no existing or, to the Company’s knowledge, threatened claim with respect thereto.
Agreements with Employees and Contractors. Schedule 2.16.9 to the Disclosure Memorandum lists all Persons who have created any material portion of, or otherwise have any rights in or to, any Company-Owned IP other than employees of the Company who meet all of the following requirements: (i) their work in any Company-Owned IP was created by them entirely within the scope of their employment by the Company, (ii) their copyrightable work product in any Company-Owned IP is owned by the Company as a work made for hire under U.S. copyright law, and (iii) any inventions of such employees that are included or implemented in any Company-Owned IP have been assigned to the Company under the Company’s standard form employee invention assignment agreement. Each Person who has been involved in, or who contributed to, the creation or development of any Company-Owned IP has executed and delivered to the Company a valid assignment of all rights, title and interests that such Person may have or may hereafter acquire in or to such Company-Owned IP and a waiver of any and all moral rights that such Person may have therein. Complete and correct copies of each of these Contracts have been delivered to the Parent. No current or former employee, officer, director, consultant or contractor has any right, license, Claim, or interest whatsoever in or with respect to any of the Company-Owned IP.
