Employee and Contractor Agreements Sample Clauses
The Employee and Contractor Agreements clause defines the terms and conditions under which individuals are engaged by a company, distinguishing between employees and independent contractors. It typically outlines the nature of the working relationship, compensation, responsibilities, and any applicable benefits or obligations, ensuring that each party understands their rights and duties. This clause is essential for clarifying the legal status of workers, helping to prevent disputes over employment classification and ensuring compliance with labor laws.
Employee and Contractor Agreements. The Company will cause each person now or hereafter employed by it or by any subsidiary with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement in a form approved by the Board. The Company will cause each person now or hereafter engaged by it or by any subsidiary as a consultant/independent contractor with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement in a form approved by the Board.
Employee and Contractor Agreements. All current and former employees, consultants and independent contractors of the Company who are or were involved in, or who have contributed in any manner to the creation or development of any Company Intellectual Property or Company Technology have executed and delivered to Company a written agreement regarding the protection of proprietary information and including an irrevocable assignment to the Company of such Intellectual Property Rights and Company Technology. No current or former employee, consultant or independent contractor is in violation of any term of any such agreement, or any other agreement relating to the relationship of any such employee, consultant or independent contractor with Company. Section 2.10(h) sets forth consultants and independent contractors used by the Company, during any point in time after January 1, 2016, in connection with the conception, reduction to practice, creation, derivation, development, or making of the Company Intellectual Property and Company Technology.
Employee and Contractor Agreements. All current and former employees, consultants and independent contractors of Target and its Subsidiaries who are or were involved in, or who have contributed in any manner to the creation or development of any Target Products or other material Target Owned Intellectual Property or Target Technology have executed and delivered to Target or its applicable Subsidiary a written agreement regarding the protection of proprietary information and the irrevocable (to the extent permissible pursuant to, and subject to any restrictions of, Applicable Law) assignment to Target or the applicable Subsidiary of such Intellectual Property Rights (including Intellectual Property Rights in and to such Technology) that do not deviate in any material respect to the forms of invention assignment, employment, independent contractor, consulting services and/or other written agreements, as applicable, previously delivered by Target to Acquiror with respect to the ownership of Intellectual Property Rights. No current or former employee, consultant or independent contractor is, to the Knowledge of Target, in material violation of any term of any such agreement, or any other agreement relating to the relationship of any such employee, consultant or independent contractor with Target or its applicable Subsidiary.
Employee and Contractor Agreements. Except as set forth in Schedule 3.9(j):
Employee and Contractor Agreements. All current and former employees, consultants and independent contractors of Transferor, including those who are or were involved in, or who have contributed in any manner to the creation or development of any Transferor Intellectual Property or Transferor Technology have executed and delivered to Transferor a written agreement (containing no exceptions to or exclusions from the scope of its coverage) regarding the protection of proprietary information and the irrevocable assignment to Transferor of such Intellectual Property and Technology that is substantially identical to the forms of invention assignment, employment, independent contractor, consulting services and/or other written agreements, as applicable, previously delivered by Transferor to Transferee. No current or former employee, consultant or independent contractor is in violation of any term of any such agreement, or any other agreement relating to the relationship of any such employee, consultant or independent contractor with Transferor.
Employee and Contractor Agreements. All current and former employees, consultants and independent contractors (including students) of any member of the Seller Group or the Additional Seller Group Company or any of their Affiliates, who are or were involved in, or who have contributed in any manner to the creation or development of, any Acquired IP, Acquired Technology, Intellectual Property or Business Products have executed and delivered to the applicable Seller Group member or the Additional Seller Group Company or Affiliate thereof a valid, binding, and enforceable written Contract (containing no exceptions to or exclusions from the scope of its coverage other than (i) subject matter created outside of the scope of the employment or engagement, and (ii) exceptions and exclusions required to comply with Applicable Laws) regarding (x) the protection of proprietary information and (y) the irrevocable assignment of all right, title and interest (including Intellectual Property rights), or where such assignment is not permitted under Applicable Laws, the granting of irrevocable, exclusive, worldwide, royalty-free, fully paid, transferrable and sublicensable licenses or usage rights, each, to the extent permitted by Applicable Laws, to the applicable Seller Group member or the Additional Seller Group Company or an Affiliate thereof of such Acquired IP, Acquired Technology and/or Business Product, except in the case of (x) above where such employees, consultants and independent contractors (including students) are required by Applicable Laws to protect proprietary information and/or in the case of (y) above where all such rights, title and interest vest pursuant to Applicable Laws in Seller or its Affiliates. Such Contracts with current and former employees are substantially similar to the form of invention assignment and employment Contracts previously delivered by Seller to Purchaser. Where necessary under Applicable Law, all members of the Seller Group and the Additional Seller Group Company or any of their Affiliates have claimed the rights in employee inventions in accordance with Applicable Law, so that the inventors’ rights were assigned to Seller or its Affiliates. To Seller’s Knowledge, no current or former employee, consultant or independent contractor is in material breach of any Contract or arrangement regarding the protection of proprietary information and the irrevocable assignment or the granting of exclusive, transferrable and sublicensable usage rights to the applicable Seller G...
Employee and Contractor Agreements. Each Person who has been engaged by the Company or any Subsidiary and has contributed to or participated in the conception or development of any material Company Intellectual Property on behalf of the Company or any Subsidiary has entered into proprietary rights agreements with the Company or a Subsidiary in which they have, subject to limitations of applicable Law, assigned or vested ownership of all their rights in such Intellectual Property to the Company or the Subsidiary and have agreed to maintain the confidentiality of such Intellectual Property, except where the failure of such Persons to have entered into such agreements or otherwise validly assigned or vested such ownership has not been and would not be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Except as has not been and would not be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, no such Person owns, or has any right, claim, interest or option (including the right to further remuneration or consideration) with respect to any such Intellectual Property or has made, or threatened to make, any assertion of any of the foregoing.
Employee and Contractor Agreements. All current and former employees, consultants and independent contractors of Seller, including without limitation those who are or were involved in, or who have contributed to, the creation or development of any Proprietary Rights or any Seller Product have executed and delivered to the Seller a written agreement (containing no exceptions to or exclusions from the scope of its coverage) regarding the protection of proprietary information and the irrevocable assignment to the Seller of any Proprietary Rights arising from services performed by such Persons. To the Seller’s Knowledge, no current or former employee, consultant or independent contractor is in violation of any term of any such agreement, including without limitation any patent disclosure agreement or other employment Contract or any other Contract relating to the relationship of any such employee, consultant or contractor with the Seller.
Employee and Contractor Agreements. Except as set forth in Section 3.8(g)(i) of the Target Disclosure Schedule, all current and former employees, consultants and independent contractors of Target, including those who are or were involved in, or who have contributed in any manner to the creation or development of any Target Intellectual Property or Target Technology have executed and delivered to Target a written agreement (containing no exceptions to or exclusions from the scope of its coverage) regarding the protection of proprietary information and the irrevocable assignment to Target of such Intellectual Property and Technology that is substantially identical to the forms of invention assignment, employment, independent contractor, consulting services and/or other written agreements, as applicable, previously delivered by Target to Acquiror. To Target’s Knowledge, no current or former employee, consultant or independent contractor is in violation of any term of any such agreement, or any other agreement relating to the relationship of any such employee, consultant or independent contractor with Target. Section 3.8(g)(ii) of the Target Disclosure Schedule sets forth a complete and accurate list of all consultants and independent contractors used by Target in connection with the conception, reduction to practice, creation, derivation, development, or making of the Target Intellectual Property and Target Technology.
Employee and Contractor Agreements. The Company and each Company Subsidiary have valid and enforceable written agreements with all U.S.-based salaried employees that have conceived, developed, acquired or created any Intellectual Property that is material to the Business of the Company and the Company Subsidiaries, pursuant to which agreements the entire and unencumbered right, title and interest in and to that Intellectual Property is assigned to the Company or a Company Subsidiary and/or vests in the Company or a Company Subsidiary by operation of Law. The Company or a Company Subsidiary owns or has the right to use all Intellectual Property that has been developed for it by independent contractors or third parties and is material to the Business of the Company and the Company Subsidiaries.