Employee IP Agreement definition

Employee IP Agreement means: (i) for copyrights that qualify as works made for hire or for trade secrets, an agreement with the Seller or Marconi IP or any predecessor in interest, that vests in the Seller or Marconi IP or the predecessor in interest original ownership in such copyrights or trade secrets included in the Transferred Technology conceived or developed by Personnel and (ii) for copyrights that cannot qualify as works made for hire or for Patents, appropriate assignments, or agreements to assign, such copyrights or Patents included in Transferred Patents or Transferred Technology to the Seller or Marconi IP or any predecessor in interest.
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Employee IP Agreement means the agreements entered into and to be entered into by employees and consultants of the Corporation or the Subsidiaries in favour of the Corporation or a Subsidiary, as the case may be, relating to proprietary information and assignment of inventions;
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Employee IP Agreement. As defined in Section 6.15.
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Examples of Employee IP Agreement in a sentence

  • To the Knowledge of the Company, no current or former employee, officer, consultant or contractor of the Company or any Company Subsidiary involved in the development of any Company Products is in default or breach of any term of any Employee IP Agreement, non-disclosure agreement, assignment agreement, or similar agreement relating to Intellectual Property or Intellectual Property Rights entered into between such employee, officer, consultant or contractor and the Company or any Company Subsidiary.

  • No material Intellectual Property or material Intellectual Property Rights excluded or carved-out from any employee assignment contained in any Employee IP Agreement that is related to any Company Product or to any other aspect of the business of the Company or any Company Subsidiary is included in (or claimed or purported to be included in) any material Intellectual Property or material Intellectual Property Rights included in any Company Products.

  • No Intellectual Property or Intellectual Property Rights excluded or carved out from any employee assignment contained in any Employee IP Agreement that is related to any Company Product or to any other aspect of the business of the Company or any Company Subsidiary is included in (or claimed or purported to be included in) any Intellectual Property or Intellectual Property Rights included in any Company Products.

  • The Company shall furnish Aura with copies of any such Employee IP Agreement executed by the Company’s employees, as and when requested by Aura.

  • The Key Employees shall have executed and delivered to Acquirer a Key Employee Employment Agreement, Employee IP Agreement and Key Employee 57 Noncompetition Agreement, with such agreements being effective and in full force as of the Closing.

  • No current or former shareholder, officer, director, or employee of the Company Entities has any claim, right (whether or not currently exercisable), or ownership interest in any Company Intellectual Property or Company Technology, or has excluded any Intellectual Property or Technology from their Employee IP Agreement.

  • The recipients of the shares and the number of shares issued to each recipient pursuant to this Section 5.8(a) and Section 5.8(b) shall be as provided on Disclosure Schedule 5.8. Buyer's obligation to deliver shares to any such recipient shall be conditioned on receipt of an executed Employee IP Agreement from such recipient.

  • All present and former employees, officers, consultants and contractors of Seller who are or have been involved in the development of Seller’s business have signed an appropriate Employee IP Agreement with respect to proprietary information, confidentiality, and assignment and licensing of Intellectual Property.

  • The Company shall use commercially reasonable efforts to cause each Shareholder and employee of the Company who will be employed by the Company or Buyer (or an affiliate of Buyer) after the Closing to execute and deliver a Confidentiality, Inventions Assignment, Non-raiding and Noncompetition Agreement (an "Employee IP Agreement") to Buyer in substantially the form attached hereto as Exhibit 6.14.

  • Except as set forth on Section 3.14(g) of the Disclosure Schedule, all present and former employees, officers, consultants and contractors of the Company or any Company Subsidiary who are involved in development of Intellectual Property have signed an appropriate Employee IP Agreement, in a form substantially similar to, or with provisions with substantially similar legal effect as the provisions of, the forms attached to Section 3.14(g) of the Disclosure Schedule.


More Definitions of Employee IP Agreement

Employee IP Agreement shall have the meaning set forth in Section 4.20(g).
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Employee IP Agreement shall have the meaning ascribed to such term in Section 2.07(h).
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Related to Employee IP Agreement

  • Company IP Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to xxx, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to Intellectual Property to which the Company is a party, beneficiary or otherwise bound.

  • IP Agreement is that certain Intellectual Property Security Agreement executed and delivered by Borrower to Bank dated as of the Effective Date.

  • Non-Competition Agreement has the meaning set forth in Section 2.1 of this Agreement.

  • Exclusivity Agreement , in relation to land, means an agreement, by the owner or a lessee of the land, not to permit any person (other than the persons identified in the agreement) to construct a solar pv station on the land;”;

  • Non-Competition Agreements has the meaning set forth in the Recitals.

  • Noncompetition Agreement has the meaning given in Section 3.2.

  • Noncompetition Agreements as defined in Section 2.8(a)(iv). "Occupational Safety and Health Law"--any law or regulation designed to provide safe and healthy working conditions and to reduce occupational safety and health hazards, and any program, whether governmental or private (including those promulgated or sponsored by industry associations and insurance companies), designed to provide safe and healthful working conditions.

  • Intellectual Property Matters Agreement means the Intellectual Property Matters Agreement to be entered into by and between Parent and SpinCo or the members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

  • Company LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of May 25, 2011, as amended from time to time.

  • Company Employee Agreement means any management, employment, severance, change in control, transaction bonus, consulting, repatriation or expatriation agreement or other contract between any Group Company and any current or former employee, director or officer of such Group Company.

  • Employee Matters Agreement means the Employee Matters Agreement to be entered into by and between Parent and SpinCo or the members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

  • Trademark Agreement means the Trademark License Agreement between the Company, on the one hand, and Trimble, on the other hand, to be entered into at the Closing in substantially the form attached hereto as Exhibit E.

  • Sponsorship Agreement means a document that estab- lishes an advanced licensee as a sponsor for a basic licensee.

  • Employment Agreements shall have the meaning provided in Section 5.05.

  • Trademark License Agreement means that certain Trademark License Agreement in substantially the form attached hereto as Exhibit F.

  • Employee Agreement means each management, employment, severance, consulting, relocation, repatriation, expatriation, visas, work permit or other agreement, contract or understanding between the Company or any Affiliate and any Employee;

  • IP Agreements means all material Copyright Licenses, Patent Licenses, Trademark Licenses, and all other agreements, permits, consents, orders and franchises relating to the license, development, use or disclosure of any material Intellectual Property to which a Pledgor, now or hereafter, is a party or a beneficiary, including, without limitation, the agreements set forth on Schedule III hereto.

  • Non-Compete Agreement means that certain Non-Compete Agreement between the Company and the Executive in substantially the form attached hereto as Exhibit B.

  • IP License Agreement means the Intellectual Property License agreement set forth as Exhibit E hereto.

  • Company License Agreements means any license agreements granting any right to use or practice any rights under any Intellectual Property (except for such agreements for off-the-shelf products that are generally available for less than $25,000), and any written settlements relating to any Intellectual Property, to which the Company is a party or otherwise bound; and the term “Software” means any and all computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code.

  • Non-Compete Agreements shall have the meaning provided in Section 5.05.

  • Intercompany License Agreement means any cost sharing agreement, commission or royalty agreement, license or sublicense agreement, distribution agreement, services agreement, intellectual property rights transfer agreement, any related agreements or similar agreements, in each case where all parties to such agreement are one or more of the Issuer or a Restricted Subsidiary.

  • Patent License Agreement means the Patent License Agreement substantially in the form of Exhibit C.

  • Retention Agreements has the meaning set forth in Section 5.11(e).