Common use of Confidentiality and Invention Assignments Clause in Contracts

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.

Appears in 1 contract

Sources: Merger Agreement (Invitae Corp)

Confidentiality and Invention Assignments. Each member of the The Company Group has maintained commercially reasonable practices designed to ensure the protection of the confidentiality of the Company GroupCompany’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 GroupCompany, have executed contracts that irrevocably assign to the Company (to the extent permitted by applicable member of the Company Group Laws) on a worldwide royalty-free basis all of such Persons’ respective rights in and to such Company Technologyrights, including all Intellectual Property Rights therein, relating to such Product and Service (each, an “IP Assignment”)Service. To the Knowledge of the Company, no Employee or Consultant is in violation of any term of any such IP Assignment signed by 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 GroupCompany. All authors of any works of authorship in the 57 Company Technology that is owned by the Company 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 Laws or such authors prepared such works in jurisdictions that do not recognize moral rights.

Appears in 1 contract

Sources: Stock Purchase and Merger Agreement (Invitae Corp)