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, and who is not otherwise bound by a duty of confidentiality, 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 owned or purported to be owned by any member of the Company Group that is incorporated in any Products and Services or (ii) have in fact created Company Technology that is owned or purported to be owned by any member of the Company Group that is incorporated in any Products and Services, have executed contracts that irrevocably assign to the applicable member of the Company Group (to the extent permitted by applicable Laws) on a worldwide royalty-free basis all of such Persons’ respective rights, including Intellectual Property Rights relating to such Products and Services. To the Knowledge of the Company, no Employee or Consultant 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 a member of the Company Group. All authors of any works of authorship in the Company Technology that is owned or purported to be owned by any member of the Company Group 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 Laws or such authors prepared such works in jurisdictions that do not recognize moral rights.
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Sources: Merger Agreement (Invitae Corp)
Confidentiality and Invention Assignments. Each member of the The Company Group has and its Subsidiaries have maintained commercially reasonable practices designed to ensure the protection of protect the confidentiality of the Company Group’s 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 with to whom it has granted access, or to whom it has disclosed its confidential information, and who is not otherwise bound by a duty of confidentiality, 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 and its Subsidiaries who (i) in the normal course of their duties are involved in the creation of any Company Technology that is owned or purported to be owned by any member on behalf of the Company Group or its Subsidiaries that is incorporated in any Products and Services product or service of the Company or any of its Subsidiaries or (ii) have in fact created any Company Technology that is owned or purported to be owned by any member on behalf of the Company Group or its Subsidiaries that is incorporated in any Products and Servicesproduct or service of the Company or any of its Subsidiaries, have executed contracts that irrevocably assign to the applicable member of the Company Group (to the extent permitted by applicable Laws) or its Subsidiaries on a worldwide royalty-free basis all of such Persons’ respective rights, including Intellectual Property Rights relating to such Products and Servicesproduct or service. To the Knowledge of the Company’s Knowledge, no Employee or Consultant is in material violation of any term of any such agreement, including any patent disclosure agreement or other employment contract or any other contract or agreement relating . Except as would not be material to the relationship of any such Employee or Consultant with a member of the Company Group. All business, all authors of any works of authorship in the Company Technology that is owned or purported to be owned by any member of the Company Group of any of its subsidiaries 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 Laws Law or such authors prepared such works in jurisdictions that do not recognize moral rights.
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