Common use of Invention Assignment and Confidentiality Agreement Clause in Contracts

Invention Assignment and Confidentiality Agreement. The Company has secured from all (i) 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 and patent applications owned or purported to be owned by the Company (any Person described in clauses (i) or (ii), an “Author”), 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 Contracts including obligations regarding the non-disclosure of proprietary information and Intellectual Property assignments from all current and former Authors. The Company has 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 and patent applications, the Company has made available to Acquirer copies of all such assignments.

Invention Assignment and Confidentiality Agreement. The Each of 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 Company Owned Intellectual Property for the Company and its Subsidiaries (ii) named inventors of patents and patent applications owned or purported to be owned by the Company (any Person described in clauses (i) or (ii), each an “Author”), unrestricted exclusive ownership of, all of the Authors’ right, title and interest Intellectual Property Rights in and to such Intellectual Property, and contribution that the Company or any Subsidiary does not already own by operation of law and has obtained the waiver of all non-assignable rights. 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 CompanyCompany or any Subsidiary. Without limiting the foregoing, each of the Company has and each Subsidiary have obtained written and enforceable Contracts including obligations regarding the non-disclosure of proprietary information and invention disclosure and Intellectual Property Rights assignments from all current and former Authors, and no such Authors have excluded from such assignments any Intellectual Property Rights related to the Business or used in any Company Products. The Each of the Company and each Subsidiary has made available to Acquirer Acquiror copies of all such forms of such disclosure and assignment documents currently and historically used by the Company and, in the case of patents and patent applications, the Company has made available to Acquirer copies of all such assignmentsany Subsidiary.

Invention Assignment and Confidentiality Agreement. The Company has secured from all (i) 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 and patent applications owned or purported to be owned by the Company (any Person described in 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 Company. Without limiting the foregoing, the Company has obtained written and enforceable Contracts including obligations regarding the non-proprietary information, invention disclosure of proprietary information and Intellectual Property assignments from all current and former AuthorsAuthors and, in the case of patents and patent applications, such assignments have been recorded with the relevant authorities in the applicable jurisdiction or jurisdictions. The Company has made available 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 and patent applications, the Company has made available provided to Acquirer Parent copies of all such actual assignments.

Invention Assignment and Confidentiality Agreement. The Company has secured from all (i) 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 and patent applications owned or purported to be owned by the Company (any Person described in 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 Company. Without limiting the foregoing, the Company has obtained written and enforceable Contracts including obligations regarding the non-disclosure of proprietary information and invention disclosure and Intellectual Property assignments from all current and former Authors. The Company has made available to Acquirer copies of all forms of such disclosure and assignment documents currently and historically used by the Company Authors and, in the case of patents and patent applications, such assignments have been recorded with the Company has made available to Acquirer copies of all such assignmentsrelevant authorities in the applicable jurisdiction or jurisdictions.