Architects, Consultants and Contractors. Landlord and Tenant hereby acknowledge and agree that: # the general contractor and any subcontractors for the Tenant Improvements shall be selected by Landlord, subject to Tenant’s approval, which approval shall not be unreasonably withheld, conditioned or delayed, and # MacFarlane Architects shall be the architect (the “Tl Architect”) for the Tenant Improvements.

Employees and Contractors. Each Person who is or was an employee, consultant or independent contractor of the Seller or any Seller Affiliate and who is or was involved in the creation or development of any Product IP or Transferred Technology has signed a valid agreement containing an assignment of Intellectual Property pertaining to such Product IP or Transferred Technology to the Seller and confidentiality provisions protecting the Product IP or Transferred Technology (as applicable). To the Knowledge of the Seller, no current or former member, officer, director, employee, consultant or independent contractor of the Seller or any Seller Affiliate has any claim, right (whether or not currently exercisable), or interest to or in any Product IP or Transferred Technology.

Company Employees and Consultants. The Executive understands and acknowledges that the Company has expended, and continues to expend, significant time and expense in recruiting and training its employees and consultants and that the loss of employees would cause significant and irreparable harm to the Company. Accordingly, the Executive agrees that, during the Restricted Period, the Executive will not directly or indirectly in any manner anywhere in the Subject Area (whether as an owner, officer, director, partner, employee, contractor, consultant or otherwise) # solicit or induce or attempt to solicit or induce any employee of, or consultant to, the Company or any Affiliate to leave the employment of the Company or any such Affiliate, or in any way interfere with the relationship between the Company or any Affiliate, and any of their employees or consultants, or # hire any person who was an employee of, or consultant to, the Company or any Affiliate (provided, however that the Executive may hire former employees and consultants to the Company and Affiliates after such former employees or consultants have ceased to be employed or otherwise engaged by the Company or any Affiliate for a period of at least six months or such longer period as may be contractually agreed between such former employee or consultant and the Company or any of its Affiliates). It shall not be deemed a violation of this Section 7.1 if Executive merely updates his social media profiles or connects with an employee or consultant covered by this Section 7.1 on Facebook, LinkedIn or other social media platform without engaging in any other substantive communications prohibited by this section, nor shall general advertisements for open positions be deemed a violation of this section provided such advertisements are not targeted at specific individuals covered by this section.

Acknowledgement from Contractors/Employees. Tenant shall give Landlord at least 14 days’ prior written notice before conducting, authorizing or permitting any of the activities listed below within or about the Premises, and before soliciting bids from any person to perform such services. Such notice shall identify or describe the proposed scope, location, date and time of such activities and the name, address and telephone number of each person who may be conducting such activities. Thereafter, Tenant shall grant Landlord reasonable access to the Premises to determine whether any ACMs or PACMs will be disturbed in connection with such activities. Tenant shall not solicit bids from any person for the performance of such activities without Landlord’s prior written approval. Upon Landlord’s request, Tenant shall deliver to Landlord a copy of a signed acknowledgement from any contractor, agent, or employee of Tenant acknowledging receipt of information describing the presence of ACMs and/or PACMs within or about the Premises in the locations identified in Exhibit H prior to the commencement of such activities. Nothing in this Section 43 shall be deemed to expand Tenant’s rights under the Lease or otherwise to conduct, authorize or permit any such activities.

Section # Current directors, officers, employees, independent contractors and consultants

Consultant’s Employees, Consultants and Agents. Consultant shall not subcontract services to contractors or employees other than the ​ without Client’s prior written consent, including as to the terms and conditions of any such engagement. Consultant shall have the right to disclose Confidential Information only to those of its employees, consultants, and agents who have a need to know such information for the purpose of performing Services and who have entered into a binding written agreement expressly for the benefit of Client (substantially in the form attached hereto as [Exhibit B]). Client reserves the right to refuse or limit Consultant’s use of any employee, consultant or agent or to require Consultant to remove any employee, consultant or agent already engaged in the performance of the Services. Client’s exercise of such right will in no way limit Consultant’s obligations under this Agreement.

Section # Current directors, officers, employees, independent contractors and consultants [Section 3.25] Related Person Transactions Sch. A-2

“Agreement Know-How” means Information and other Inventions that are conceived, discovered, developed or otherwise made # solely by a Party’s own employees, agents, consultants, or independent contractors (including any partner, joint venturer, licensee, sublicensee or similar arrangement) or # by a Party’s own employees, agents, consultants, or independent contractors jointly with employees, agents, consultants, or independent contractors of the other Party, in each case of [clause (a) and (b) of this Section 1.5], in the course of conducting a Party’s activities under this Agreement (including Information and other Inventions related to the Development, Manufacture or Commercialization of Licensed Products) and whether or not patented or patentable.

Operator shall engage and/or retain only such employees, Secondees, contractors, consultants and agents as are reasonably necessary to conduct Joint Operations.

“Customer” (whether capitalized or lower-cased) shall include all individuals (“Consumers”), businesses (including the employees, owners, directors, independent contractors, consultants, and officers of any business), and/or any other entities (including the employees, owners, directors, independent contractors, consultants, and officers of any entity), which the Company provides, provided, or seeks to provide any type of service to, or which Employee solicited, contacted, or otherwise dealt with on behalf of the Company.