Common use of Invention Assignment and Confidentiality Agreement Clause in Contracts

Invention Assignment and Confidentiality Agreement. The Company has secured from all (i) current and former consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company and (ii) named inventors of patents, utility models, and patent and utility model applications owned or purported to be owned by the Company (any Person described in clause (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual Property, and the Company has obtained the waiver of all non-assignable rights. No Author has retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developed by the Author for the Company. Without limiting the foregoing, the Company has obtained written and enforceable proprietary information and invention disclosure and Company-Owned Intellectual Property assignments from all current and former Authors and, in the case of patents, utility models and patent and utility model applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided to Acquirer copies of all forms of such disclosure and assignment documents currently and historically used by the Company and, in the case of patents, utility models and patent and utility model applications, the Company has provided to Acquirer copies of all such assignments.

Invention Assignment and Confidentiality Agreement. The Company and each of its Subsidiaries has secured from all (i) current and former consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company or any Subsidiary and (ii) named inventors of patents, utility models, patents and patent and utility model applications owned or purported to be owned by the Company or any Subsidiary (any Person described in clause clauses (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual Property, and the Company has obtained the waiver of all non-assignable rightsrights in and to such Intellectual Property. No Author has retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developed by the Author for the CompanyCompany or any Subsidiary. Without limiting the foregoing, the Company and each of its Subsidiaries has obtained written and enforceable proprietary information and information, invention disclosure and Company-Owned Intellectual Property assignments from all current and former Authors and, in the case of patents, utility models patents and patent and utility model applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided to Acquirer Parent copies of all forms of such proprietary information, invention disclosure and Intellectual Property assignment documents currently and historically used by the Company and, in the case of patents, utility models patents and patent and utility model applications, the Company has provided to Acquirer Parent copies of all such actual assignments.

Invention Assignment and Confidentiality Agreement. The Company has Acquired Companies have secured from all (i) current and former consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any material Intellectual Property for or on behalf of an Acquired Company (and for the purposes of this Agreement, material Intellectual Property shall include Intellectual Property conceived, reduced to practice, created or developed for an Acquired Company that is incorporated into or distributed with the Company Products) and (ii) named inventors of patents, utility models, patents and patent and utility model applications owned or purported to be owned by the Company Acquired Companies (any Person described in clause (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual Property, and the Company has obtained the waiver of all non-assignable rights. No Author has retained any rights, licenses, claims or interest whatsoever or any claims for compensation with respect to any Intellectual Property developed by the Author for the CompanyAcquired Companies. Without limiting the foregoing, the Company has Acquired Companies have obtained written and and, as to the applicable Acquired Company, enforceable proprietary information and invention disclosure and Company-Owned Intellectual Property Rights assignments from all current and former Authors and, in the case of patents, utility models patents and patent and utility model applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided to Acquirer copies of all forms of such disclosure and assignment documents currently and historically used by the Company and, in the case of patents, utility models and patent and utility model applications, the Company has provided to Acquirer copies of all such assignments.

Invention Assignment and Confidentiality Agreement. The Company has secured from all (i) current and former consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company and (ii) named inventors of patents, utility models, patents and patent and utility model applications owned or purported to be owned by the Company (any Person described in clause clauses (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual Property, and the Company has obtained the waiver of all non-assignable rights. No Author has retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developed by the Author for the Company. Without limiting the foregoing, the Company has obtained written and enforceable proprietary information and invention disclosure and Company-Owned Intellectual Property assignments from all current and former Authors and, in the case of patents, utility models patents and patent and utility model applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided made available to Acquirer copies of all forms of such disclosure and assignment documents currently and historically used by the Company and, in the case of patents, utility models patents and patent and utility model applications, the Company has provided made available to Acquirer copies of all such assignments.

Invention Assignment and Confidentiality Agreement. The Company has secured from all (i) current and former consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company and (ii) named inventors of patents, utility models, patents and patent and utility model applications owned or purported to be owned by the Company (any Person described in clause (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual Property, and the Company has obtained the waiver irrevocable waivers from such Authors of all non-assignable rights, including moral rights, to the maximum extent permitted by Applicable Law. No Except as set forth in Schedule 2.10(g) of the Company Disclosure Letter, no Author has retained any rights, licenses, claims or interest whatsoever with respect to any Company-Owned Intellectual Property developed by the Author for the CompanyAuthor. Without limiting the foregoing, the Company has obtained written and enforceable proprietary information and invention disclosure and Company-Owned Intellectual Property assignments from all current and former Authors and, in the case of patents, utility models patents and patent and utility model applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided to Acquirer copies of all forms of such disclosure and assignment documents currently and historically used by the Company and, in the case of patents, utility models patents and patent and utility model applications, the Company has provided to Acquirer copies of all such assignments.

Invention Assignment and Confidentiality Agreement. The Company and each Subsidiary has secured from all (i) current and former consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company and each Subsidiary and (ii) named inventors of patents, utility models, patents and patent and utility model applications owned or purported to be owned by the Company and each Subsidiary (any Person described in clause (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual Property, and the Company and each Subsidiary has obtained the waiver of all non-assignable rights. No Author has retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developed by the Author for the CompanyCompany or for any Subsidiary. Without limiting the foregoing, the Company and each Subsidiary has obtained written and enforceable proprietary information and invention disclosure and Company-Owned Intellectual Property assignments from all current and former Authors and, in the case of patents, utility models patents and patent and utility model applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided to Acquirer Buyer copies of all forms of such disclosure and assignment documents currently and historically used by the Company and each Subsidiary and, in the case of patents, utility models patents and patent and utility model applications, the Company has provided to Acquirer Buyer copies of all such assignments.

Invention Assignment and Confidentiality Agreement. The Company and each of its Subsidiaries has secured from all (i) current and former consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company or any Subsidiary and (ii) named inventors of patents, utility models, patents and patent and utility model applications owned or purported to be owned by the Company or any Subsidiary (any Person described in clause clauses (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual Property, and and, where permitted by applicable Law, the Company has obtained the waiver of all non-assignable rightsmoral rights such Authors may possess in and to such Intellectual Property. No Author has retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developed by the Author for the CompanyCompany or any Subsidiary. Without limiting the foregoing, the Company and any of its Subsidiaries, as applicable, has obtained written and enforceable proprietary information and information, invention disclosure and Company-Owned Intellectual Property assignments from all current and former Authors and, in the case of patents, utility models patents and patent and utility model applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided made available to Acquirer Purchaser copies of all forms of such proprietary information, invention disclosure and Intellectual Property assignment documents currently and historically used by the Company and, in the case of patents, utility models patents and patent and utility model applications, the Company has provided made available to Acquirer Purchaser copies of all such actual assignments.

Invention Assignment and Confidentiality Agreement. The Company has and its Subsidiaries have secured from all (i) current and former consultantsEmployees, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company and (ii) named inventors Contractors and (iii) any other Persons or third parties who contributed to the creation of patents, utility models, and patent and utility model applications owned or purported to be owned by the any Company Owned Intellectual Property (any Person described in clause (i) or (ii)each Person, an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ rightrights, title and interest in and to such Intellectual Property, and Property arising in connection with the service performed by such Authors for or on behalf of the Company has and its Subsidiaries and, to the fullest extent permitted under Applicable Law, have obtained the waiver waivers of all non-assignable rights. No Author has retained any rights, licenses, claims or interest whatsoever including moral rights with respect to any Intellectual Property developed by the Author for the Companythereto. Without limiting the foregoing, the Company has and its Subsidiaries have obtained written and and, to the knowledge of the Company, enforceable proprietary information and invention disclosure and Company-Owned Intellectual Property assignments and moral rights waivers from all current and former Authors and, in the case of patents, utility models and patent and utility model applicationsPatents, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided made available to Acquirer Parent copies of all such forms of such disclosure and assignment documents currently and historically used by the Company andor any of its Subsidiaries, in and each proprietary information and invention disclosure and Intellectual Property assignment and moral rights waiver executed by each Author is substantially similar to the case of patents, utility models and patent and utility model applications, forms the Company has provided made available to Acquirer copies of all such assignmentsParent.

Invention Assignment and Confidentiality Agreement. The Company and each Subsidiary has secured from all (i) current and former consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company and each Subsidiary and (ii) named inventors of patents, utility models, patents and patent and utility model applications owned or purported to be owned by the Company and each Subsidiary (any Person described in clause (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual Property, and the Company and each Subsidiary has obtained the waiver of all non-assignable rights. No Author has retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developed by the Author for the CompanyCompany or for any Subsidiary. Without limiting the foregoing, the Company and each Subsidiary has obtained written and enforceable proprietary information and invention disclosure and Company-Owned Intellectual Property assignments from all current and former Authors and, in the case of patents, utility models patents and patent and utility model applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided to Acquirer copies of all forms of such disclosure and assignment documents currently and historically used by the Company and each Subsidiary and, in the case of patents, utility models patents and patent and utility model applications, the Company has provided to Acquirer copies of all such assignments.

Invention Assignment and Confidentiality Agreement. The Company has secured, or Parent has secured with respect to any of the Transferred Assets, from all (i) current and former consultants, advisors, employees and independent Company contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company and (ii) named inventors of patents, utility models, patents and patent and utility model applications owned or purported to be owned by the Company (any Person described in clause clauses (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest Intellectual Property in and to such Intellectual Property, and the Company has obtained the waiver of all non-assignable rightscontribution. No Author has affirmatively retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developed by the Author for the CompanyCompany or the Parent with respect to the Transferred Assets. Without limiting the foregoing, the Company has obtained written and enforceable proprietary information and invention disclosure and Company-Owned Intellectual Property assignments from all current and former Authors and, in the case of patents, utility models patents and patent and utility model applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided to Acquirer the Investor copies of all such forms of such disclosure and assignment documents currently and historically used by the Company andCompany, in and each proprietary information and invention disclosure and Intellectual Property assignment executed by each Author is substantially similar to the case of patents, utility models and patent and utility model applications, forms the Company has provided made available to Acquirer copies of all such assignmentsthe Investor.

Invention Assignment and Confidentiality Agreement. The Company and each Subsidiary has secured from all (i) current and former consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company and each Subsidiary and (ii) named inventors of patents, utility models, patents and patent and utility model applications owned or purported to be owned by the Company and each Subsidiary (any Person described in clause clauses (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and an to such Intellectual Property, and the Company has obtained the waiver of all non-assignable rights. No Author has retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developed by the Author for the CompanyCompany or for any Subsidiary. Without limiting the foregoing, the Company and each Subsidiary has obtained written and enforceable proprietary information and invention disclosure and Company-Owned Intellectual Property assignments from all current and former Authors and, in the case of patents, utility models patents and patent and utility model applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided made available to Acquirer copies of all forms of such disclosure and assignment documents currently and historically used by the Company and each Subsidiary and, in the case of patents, utility models patents and patent and utility model applications, the Company has provided made available to Acquirer copies of all such assignments.

Invention Assignment and Confidentiality Agreement. The Company has secured from all (i) current and former consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company Acquired Companies and (ii) named inventors of patents, utility models, patents and patent and utility model applications owned or purported to be owned by the Company Acquired Companies (any Person described in clause clauses (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual Property, and the Company has obtained the waiver of all non-assignable rights. No Author has retained any rights, licenses, claims or interest whatsoever (including, in respect of any moral rights, all rights to which have been waived by the relevant individuals) with respect to any Intellectual Property developed by the Author for the CompanyAcquired Companies. Without limiting the foregoing, the Company has obtained written and enforceable proprietary information and invention disclosure and Company-Owned Intellectual Property assignments from all current and former Authors and, in the case of patents, utility models patents and patent and utility model applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided to Acquirer copies of all forms of such disclosure and assignment documents currently and historically used by the Company and, in the case of patents, utility models and patent and utility model applications, the Company has provided to Acquirer copies of all such assignments.

Invention Assignment and Confidentiality Agreement. The Company Jiff has secured from all (i) current employees, and former all consultants, advisors, employees advisors and independent contractors who independently or jointly contributed to or participated in were engaged for the conception, reduction to practice, creation or development of any Intellectual Property for the Company Jiff, and (ii) named inventors of patents, utility models, patents and patent and utility model applications owned or purported to be owned by the Company Jiff (any Person described in clause (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual PropertyProperty independently or jointly conceived of or reduced to practice, created or developed by, such Author in the course of or period of their employment or engagement by Jiff, and the Company Jiff has obtained the waiver of all non-assignable rights, in each case to the maximum extent permitted by Applicable Law. No Author has retained any rights, licenses, claims or interest whatsoever with respect to any such Intellectual Property developed by the Author for the CompanyJiff. Without limiting the foregoing, the Company Jiff has obtained written and enforceable proprietary information and invention disclosure and Company-Owned Intellectual Property assignments from all current and former Authors consistent with the foregoing, and, in the case of patents, utility models patents and patent and utility model applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company Jiff has provided made available to Acquirer Castlight copies of all forms of such disclosure and assignment documents currently and historically used by the Company Jiff and, in the case of patents, utility models patents and patent and utility model applications, the Company Jiff has provided made available to Acquirer Castlight copies of all such assignments.

Invention Assignment and Confidentiality Agreement. The Company and each Company Subsidiary has secured from all (i) current and former consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company and each Company Subsidiary and (ii) named inventors of patents, utility models, patents and patent and utility model applications owned or purported to be owned by the Company and each Company Subsidiary (any Person described in clause (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual Property, and the Company has obtained the waiver of all non-assignable rights. No Author has retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developed by the Author for the CompanyCompany or any Company Subsidiary. Without limiting the foregoing, the Company and each Company Subsidiary has obtained written and enforceable proprietary information and invention disclosure and Company-Owned Intellectual Property assignments from all current and former Authors and, in the case of patents, utility models patents and patent and utility model applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided to Acquirer copies of all forms of such disclosure and assignment documents currently and historically used by the Company and each Company Subsidiary and, in the case of patents, utility models patents and patent and utility model applications, the Company has provided to Acquirer copies of all such assignments.

Invention Assignment and Confidentiality Agreement. The Company has and its Subsidiaries have taken commercially reasonable steps necessary to secure, protect and preserve the proprietary nature of the Company-Owned Intellectual Property. The Company and its Subsidiaries have secured from all (i) current and former consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company and its Subsidiaries and (ii) named inventors of patents, utility models, patents and patent and utility model applications owned or purported to be owned by the Company and its Subsidiaries (any Person described in clause clauses (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual Property, and the Company has and its Subsidiaries have obtained the waiver of all non-assignable rights. No Author has retained any rights, licenses, claims or interest whatsoever with respect rights in and to any such Intellectual Property developed by the Author for the CompanyProperty. Without limiting the foregoing, the Company has and its Subsidiaries have obtained written and enforceable proprietary information and information, invention disclosure and Company-Owned Intellectual Property assignments from all current and former Authors and, in the case of patents, utility models patents and patent and utility model applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided to Acquirer copies of all forms of such disclosure and assignment documents currently and historically used by the Company and, in the case of patents, utility models and patent and utility model applications, the Company has provided to Acquirer copies of all such assignments.

Invention Assignment and Confidentiality Agreement. The Company has and each Subsidiary have secured from all (i) current and former consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company or any Subsidiary and (ii) named inventors of patents, utility models, patents and patent and utility model applications owned or purported to be owned by the Company or any Subsidiary (any Person described in clause clauses (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and an to such Intellectual Property, and the Company has or its Subsidiaries have obtained the waiver of all non-assignable rights. No Author has retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developed by the Author for the CompanyCompany or any Subsidiary. Without limiting the foregoing, the Company has and its Subsidiaries, as applicable, have obtained written and enforceable proprietary information and invention disclosure and Company-Owned Intellectual Property assignments from all current and former Authors and, in the case of patents, utility models patents and patent and utility model applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided to Acquirer copies of all forms of such disclosure and assignment documents currently and historically used by the Company and, in the case of patents, utility models patents and patent and utility model applications, the Company has provided to Acquirer copies of all such assignments.

Invention Assignment and Confidentiality Agreement. The Company has secured from all (i) current and former consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company and (ii) named inventors of patents, utility models, patents and patent and utility model applications owned or purported to be owned by the Company (any Person described in clause clauses (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and an to such Intellectual Property, and the Company has obtained the waiver of all non-non- assignable rights. No Author has retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developed by the Author for the Company. Without limiting the foregoing, the Company has obtained written and enforceable proprietary information and invention disclosure and Company-Owned Intellectual Property assignments from all current and former Authors and, in the case of patents, utility models patents and patent and utility model applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided made available to Acquirer copies of all forms of such disclosure and assignment documents currently and historically used by the Company and, in the case of patents, utility models patents and patent and utility model applications, the Company has provided made available to Acquirer copies of all such assignments.

Invention Assignment and Confidentiality Agreement. The Company has secured from all (i) current and former consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any Intellectual Property for the Company and (ii) named inventors of patents, utility models, patents and patent and utility model applications owned or purported to be owned by the Company (any Person described in clause (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in and to such Intellectual Property, and the Company has obtained the waiver of all non-assignable rights. No Author has retained any rights, licenses, claims or interest whatsoever with respect to any Intellectual Property developed by the Author for the CompanyCompany (other than statutory rights granted to Authors under applicable Law that cannot be waived and cannot be assigned). Without limiting the foregoing, the Company has obtained written and enforceable proprietary information and invention disclosure and Company-Owned Intellectual Property assignments from all current and former Authors and, in the case of patents, utility models patents and patent and utility model applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has provided made available to Acquirer the Buyer copies of all forms of such disclosure and assignment documents currently and historically used by the Company and, in the case of patents, utility models patents and patent and utility model applications, the Company has provided to Acquirer the Buyer copies of all such assignments.