Development of Company IP Clause Samples

Development of Company IP. (i) None of the Group Companies has jointly developed any Company IP with any other Person with respect to which such other Person has retained any rights in the developed subject matter. (ii) Each Person who is or was involved in the creation or development of any Company IP or any other Intellectual Property Rights or Technology for the Group Companies has signed a Contract (A) containing an assignment to a Group Company of such Person’s rights, title and interest in and to the resulting Technology and Intellectual Property Rights, and (B) which also contains customary confidentiality provisions protecting the rights of the applicable Group Company in Trade Secrets (such agreements “Personnel Agreements”); (iii) Each of the Group Companies and, to the Knowledge of each of the Group Companies, all other parties thereto, are in compliance in all material respects with the provisions of the Personnel Agreements; (iv) No current or former consultant, contractor or employee, of the Group Companies (A) has made any written claim of ownership with respect to any Company Owned IP, nor do any of them have any valid ownership claim to or in any Company Owned IP; (v) To the Knowledge of Company, (A) no current or former Employee of the Group Companies is bound by or otherwise subject to any Contract with a third Person restricting such Employee from performing (or in the case of former Employees, having performed) such Employee’s duties for the Group Companies, or (B) in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality due to his/her activities as an Employee or contractor of the Group Companies; and (vi) No funding, facilities or personnel of any Governmental Entity or any public or private university, college or other educational or research institution were used directly to develop or create, in whole or in part, any Intellectual Property Rights or Technology for the Group Companies.

Development of Company IP. Neither the Company nor any Subsidiary has jointly developed any Company IP with any other Person with respect to which such other Person has retained any rights in the developed subject matter. Without limiting the generality of the foregoing: (i) Each Person who is or was an employee, consultant or contractor of the Company or any Subsidiary and that was involved in the development of any Technology or Intellectual Property Rights for or on behalf of the Company or its Subsidiaries has signed a valid, enforceable agreement (A) containing an assignment to the Company or such Subsidiary of such Person’s rights, title and interest in and to the resulting Technology and Intellectual Property Rights and a waiver of such Person’s non-assignable rights (including moral rights), and (B) which also contains customary confidentiality provisions protecting the rights of the Company or such Subsidiary in trade secrets and other Company or Subsidiary proprietary information (such agreements, the “Personnel Agreements”). The Company or such Subsidiary and all other parties thereto are in compliance in all material respects with the provisions of the Personnel Agreements. (ii) No current or former member, manager, officer, director, consultant, contractor or employee of the Company or any Subsidiary (A) has made any written claim of ownership, or, to the Knowledge of the Company, any oral claim of ownership with respect to any Company Owned IP, or (B) has any claim, right (whether or not currently exercisable) or interest to or in any Company Owned IP. (iii) To the Knowledge of the Company, no current or former employee of the Company or any Subsidiary is: (A) bound by or otherwise subject to any Contract with a third Person restricting such employee from performing (or in the case of former employees, having performed) such employee’s duties for the Company or such Subsidiary; or (B) in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality due to his/her activities as an employee or contractor of the Company or such Subsidiary. (iv) No funding, facilities or personnel of any Governmental Entity or any public or private university, college or other educational or research institution were used directly to develop or create, in whole or in part, any Technology or Intellectual Property Right for or on behalf of the Company or its Subsidiaries.