Confidentiality and Invention Assignments Sample Clauses

Confidentiality and Invention Assignments. The Company and RXi have maintained commercially reasonable practices to protect the confidentiality of the Company’s confidential information and trade secrets and have required all employees and other Persons with access to the Company’s confidential information to execute Enforceable Contractual Obligations requiring them to maintain the confidentiality of such information and use such information only for the benefit of the Company or RXi, as applicable. All current and former employees and contractors of the Company and RXi who contributed to the Company Technology have executed Enforceable Contractual Obligations that assign to the Company or RXi, as applicable, all of such Person’s respective rights, including Intellectual Property Rights, relating to such product or service. RXi has assigned all such rights to the Company pursuant to the Contribution Agreement.

Confidentiality and Invention Assignments. The Acquired Companies have maintained commercially reasonable practices to protect the confidentiality of the Acquired Companies’ confidential information and trade secrets. The Acquired Companies have a policy requiring all employees and other Persons with access to any of the Acquired Companies’ confidential information to execute enforceable Contracts requiring them to maintain the confidentiality of such information and use such information only for the benefit of the Acquired Companies. All current and former employees and contractors of the Acquired Companies who contributed to material Intellectual Property owned or purported to be owned by the Acquired Companies that is incorporated in any product or service of the Acquired Companies have executed enforceable Contracts that assign to one of the Acquired Companies all of such Person’s respective ownership rights in and to such contributions.

Confidentiality and Invention Assignments. Each member of the Company Group has maintained commercially reasonable practices designed to ensure the protection of the confidentiality of the Company Group’s confidential information and trade secrets and has required any Employee, Consultant or third party with access, or to whom it has disclosed its confidential information, to execute contracts requiring them to maintain the confidentiality of such information and use such information only in accordance with such contracts. All Employees and Consultants of the Company Group who (i) in the normal course of their duties are involved in the creation of any Company Technology that is incorporated in any Product and Service of the Company Group or (ii) have in fact created Company Technology that is incorporated in any Product and Service of the Company Group, have executed contracts that irrevocably assign to the applicable member of the Company Group on a worldwide royalty-free basis all of such Persons’ respective rights in and to such Company Technology, including all Intellectual Property Rights therein, relating to such Product and Service (each, an “IP Assignment”). To the Knowledge of the Company, no Employee or Consultant is in violation of any term of any such IP Assignment signed by such Employee or Consultant with a member of the Company Group. All authors of any works of authorship in the 57 Company Technology have waived their moral rights and have agreed to a covenant not to assert their moral rights, in each case, to the extent permitted by applicable Law or such authors prepared such works in jurisdictions that do not recognize moral rights.

Confidentiality and Invention Assignments. The Company and its Subsidiaries have maintained commercially reasonable practices to protect the confidentiality of the confidential information and trade secrets of the Company and its Subsidiaries and, except as would not be material to its business, has required any Employee, Consultant or third party to whom it has granted access, or to whom it has disclosed its confidential information, to execute contracts requiring them to maintain the confidentiality of such information and use such information only in accordance with such contracts. All Employees and Consultants of the Company and its Subsidiaries who (i) in the normal course of their duties are involved in the creation of Company Technology on behalf of the Company or its Subsidiaries that is incorporated in any product or service of the Company or any of its Subsidiaries or (ii) have in fact created any Company Technology on behalf of the Company or its Subsidiaries that is incorporated in any product or service of the Company or any of its Subsidiaries, have executed contracts that irrevocably assign to the Company or its Subsidiaries on a worldwide royalty-free basis all of such Persons’ respective rights, including Intellectual Property Rights relating to such product or service. To the Company’s Knowledge, no Employee or Consultant is in material violation of any term of any such agreement. Except as would not be material to the business, all authors of any works of authorship in the Company Technology owned by the Company of any of its subsidiaries have waived their moral rights to the extent permitted by applicable Law or such authors prepared such works in jurisdictions that do not recognize moral rights.

Confidentiality and Invention Assignments. Fortis has maintained [*] to protect the confidentiality of Fortis’ confidential information and trade secrets pertaining to Fortis’s Business or any Product, and, except as disclosed on Section 5.14(g) of the Disclosure Schedule, have required all employees and other Persons with access to Fortis’ confidential information to execute Enforceable Contractual Obligations requiring them to maintain the confidentiality of such information and use such information only for the benefit of Fortis. All current and former employees and contractors of ▇▇▇▇▇▇ who contributed to the creation or development of Fortis Intellectual Property owned or purported to be owned by Fortis have executed Enforceable Contractual Obligations that assign to Fortis all of such Person’s respective rights, including Intellectual Property, relating to such Fortis Intellectual Property (each, an “Invention Assignment Agreement”).

Confidentiality and Invention Assignments. The Group Companies have maintained commercially reasonable practices to protect the confidentiality of the Group Companies’ confidential information and trade secrets and, except as disclosed on Schedule 3.12.7, have required any employee, independent contractor or other third party with access to a Group Company’s confidential information to execute enforceable contracts requiring them to maintain the confidentiality of such information and use such information only for the benefit of the Group Companies. Except as disclosed on Schedule 3.12.7, all current and former employees and independent contractors of the Group Companies who contributed to the development of the Intellectual Property Rights owned or purported to be owned by the Group Companies, have executed agreements that assign to a Group Company all such Person’s respective rights to any Technology relating to the Business, including all Intellectual Property Rights.

Confidentiality and Invention Assignments. The Acquired Companies have maintained commercially reasonable practices to protect the confidentiality of the Acquired Companies’ confidential information and trade secrets and, except as disclosed on Schedule 3.13.5, have required any employee or third party with access to an Acquired Company’s confidential information to execute enforceable contracts requiring them to maintain the confidentiality of such information and use such information only for the benefit of the Acquired Companies. All current and former employees of an Acquired Company who contributed to the Company Technology that is incorporated in any product or service of an Acquired Company, except for three employees residing in China, have executed contracts that assign to the Acquired Company all of such Person’s respective rights, including Intellectual Property Rights relating to such product or service.

Confidentiality and Invention Assignments. Since October 15, 2015, the Company has maintained commercially reasonable practices to protect the confidentiality of the Company’s confidential information and trade secrets and has required any employee or third party with access to the Company’s confidential information to execute enforceable contracts requiring them to maintain the confidentiality of such information and use such information only for the benefit of the Company.

Confidentiality and Invention Assignments. Each Acquired Company has maintained commercially reasonable practices designed to ensure the protection of the confidentiality of its Confidential Information and trade secrets and has required any Employee, Consultant or third party with access, or to whom it has disclosed its Confidential Information or trade secrets, to execute contracts requiring them to maintain the confidentiality of such information and use such information only in accordance with such contracts. All Employees and Consultants of any Acquired Company who (i) in the normal course of their duties are involved in the creation of any Company Technology that is incorporated in any Product and Service of any Acquired Company or (ii) have in fact created Company Technology that is incorporated in any Product and Service of any Acquired Company, have executed contracts that irrevocably assign to the applicable Acquired Company on a worldwide royalty-free basis all of such Persons’ respective rights, including all right, title and interest in and to all Intellectual Property Rights relating to such Product and Service. To the Knowledge of the Company, no Employee, Consultant or third party with access, or to whom Company has disclosed its Confidential Information or trade secrets, is in violation of any term of any such agreement, including any patent disclosure agreement or other employment contract or any other contract or agreement relating to the relationship of any such Employee or Consultant with any Acquired Company. All authors of any works of authorship incorporated in any product or service of any Acquired Company have waived their moral rights and have agreed to a covenant not to assert their moral rights with respect to such works of authorship.