Common use of Employees and Contractors Clause in Contracts

Employees and Contractors. Each Person who is or was an employee or contractor of any of the Acquired Corporations and who is or was involved in the creation or development of any Company Product or Company IP has signed an enforceable agreement containing an assignment of Intellectual Property Rights pertaining to such Company Product or Company IP to such Acquired Corporation and confidentiality provisions protecting the Company IP. No current or former shareholder, officer, director, or employee of the Company has any claim, right (whether or not currently exercisable), or interest to or in any Company IP. No employee of any of the Acquired Corporations is (a) bound by or otherwise subject to any Contract restricting him from performing his duties for any of the Acquired Corporations or (b) in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality due to his activities as an employee of any of the Acquired Corporations.

Appears in 3 contracts

Samples: Agreement and Plan of Merger and Reorganization (Website Pros Inc), Agreement and Plan of Merger and Reorganization (WEB.COM, Inc.), Agreement and Plan of Merger and Reorganization (Website Pros Inc)

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Employees and Contractors. Each Person who is or was an employee or contractor of any of the Acquired Corporations Company Entities and who is or was involved in the creation or development of any Company Product or Company IP has signed an a valid, enforceable agreement containing an assignment of Intellectual Property Rights pertaining to such Company Product or Company IP to such Acquired Corporation Company Entity and confidentiality provisions protecting the Company IP. No current or former shareholderstockholder, officer, director, or employee of the Company has any claim, right (whether or not currently exercisable), or interest to or in any Company IP. No To the knowledge of the Company, no employee of any of the Acquired Corporations Company Entities is (a) bound by or otherwise subject to any Contract restricting him from performing his duties for any of the Acquired Corporations Company Entities or (b) in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality due to his activities as an employee of any of the Acquired CorporationsCompany Entities.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Specialized Health Products International Inc), Agreement and Plan of Merger and Reorganization (Med-Design Corp)

Employees and Contractors. Each Person who is or was an employee or contractor of any of the Acquired Corporations Company and who is or was involved in the creation or development of any Company Product Service or Company IP Intellectual Property has signed an a valid, enforceable agreement containing an assignment of Intellectual Property Rights pertaining to such Company Product Service or Company IP Intellectual Property to such Acquired Corporation the Company and confidentiality provisions protecting the Company IPIntellectual Property. No current or former shareholderCompany Stockholder, officer, director, or employee of the Company has any claim, right (whether or not currently exercisable), or interest to or in any Company IPIntellectual Property. No To the Company's Knowledge, no employee of any of the Acquired Corporations Company is (aA) bound by or otherwise subject to any Contract restricting him or her from performing his or her duties for any of the Acquired Corporations Company or (bB) in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality due to his or her activities as an employee of any of the Acquired CorporationsCompany.

Appears in 1 contract

Samples: Escrow Agreement (Millennial Media Inc.)

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Employees and Contractors. Each Person who is or was an employee or contractor of any of the Acquired Corporations and who is or was involved in the creation or development of any Company Product or Company IP has signed an a valid, enforceable agreement containing an assignment of Intellectual Property Rights pertaining to such Company Product or Company IP to such Acquired Corporation and confidentiality provisions protecting the Company IP. No current or former shareholder, officer, director, or employee of the Company has any claim, right (whether or not currently exercisable), or interest to or in any Company IP. No employee of any of the Acquired Corporations is (a1) bound by or otherwise subject to any Contract restricting him from performing his duties for any of the Acquired Corporations or (b2) in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality due to his activities as an employee of any of the Acquired Corporations.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rae Systems Inc)

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