Excluded Developments. I represent that the Developments identified in the Appendix, if any, attached hereto comprise all the Developments that I have made or conceived prior to my employment by the Company and that are owned or controlled by me, which Developments are excluded from this Agreement. I understand that it is only necessary to list the title of such Developments and the purpose thereof but not details of the Development itself. If no Developments are identified in the Appendix, it will be deemed that there are no such exclusions.
Excluded Developments. This Section 7 shall not apply to Developments which do not relate to the present or planned business or research and development of the Company and which are made and conceived by the Employee not during normal working hours, not on the Company’s premises and not using the Company’s tools, devices, equipment or Confidential Information, but shall apply to past Developments, including Developments made prior to the Employee’s employment as an employee. The Employee represents that the Developments identified in the Appendix, if any, attached hereto comprise the complete list of all the Developments that the Employee has made or conceived or otherwise claimed ownership prior to his employment by the Company, which Developments are excluded from this Agreement. The Employee understands that it is only necessary to list the title of such Developments and the purpose thereof but not details of the Development itself. IF THERE ARE ANY SUCH DEVELOPMENTS TO BE EXCLUDED, THE UNDERSIGNED SHOULD INITIAL HERE; OTHERWISE IT WILL BE DEEMED THAT THERE ARE NO SUCH EXCLUSIONS.
Excluded Developments. I represent that the Developments identified --------------------- in the pages, if any, attached hereto as Exhibit A comprise all the unpatented and unregistered copyrightable Developments which I have made, conceived or created prior to my employment by the Company, which Developments are excluded from this Agreement. I understand that it is only necessary to list the title and purpose of such Developments but not details thereof. IF THERE ARE ANY SUCH UNPATENTED OR UNREGISTERED COPYRIGHTABLE INVENTIONS TO BE EXCLUDED, THE UNDERSIGNED SHOULD INITIAL HERE. OTHERWISE IT WILL BE DEEMED THAT THERE ARE NO SUCH EXCLUSIONS. __________.
Excluded Developments. I represent that the Developments identified in the Appendix, if any, attached hereto comprise all the Developments that I have made or conceived prior to my Business Relationship with the Company, which Developments are excluded from this Agreement. I understand that it is only necessary to list the title of such Developments and the purpose thereof but not details of the Development itself. IF THERE ARE ANY SUCH DEVELOPMENTS TO BE EXCLUDED, THE UNDERSIGNED SHOULD INITIAL HERE; OTHERWISE IT WILL BE DEEMED THAT THERE ARE NO SUCH EXCLUSIONS. .
Excluded Developments. Notwithstanding the foregoing, this Agreement will not be construed to apply to, and will not create any assignment of, any Developments of Employee that Employee developed entirely on his own time without using Truist Insurance’s equipment, supplies, facility or trade secret information except for those inventions that relate to Truist Insurance’s business or actual or demonstrably anticipated research or development, or result from any work performed by Employee for Truist Insurance.
Excluded Developments. This Section 7 shall not apply to Developments the Employee created while employed by the Company about which Employee can prove that: (i) it was developed entirely on Employee’ s own time and effort; (ii) no equipment, supplies, facilities, intellectual property, including trademarks, patents, copyrights and/or trade secrets or confidential and/or proprietary information of the Company and/or its officers, managers, employees, suppliers, customers or partners was used in its development or was incorporated therein; (iii) it does not relate to or arise out of the Company’s actual and/or anticipated business activities; and (iv) it does not result from any work performed by Employee for the Company within the scope of his employment or any other relationship with the Company.
Excluded Developments. I have made no Developments prior to my employment with the Company that relate to the current or planned conduct of the Company’s business and that are owned by me (either alone or jointly with others), and I do not wish to exclude any Developments from the scope of the Agreement. The following is a complete and accurate list of all Developments I have made, conceived, discovered or developed prior to my employment with the Company that relate to the current or planned conduct of the Company’s business and that are owned by me (either alone or jointly with others), which I wish to exclude from the scope of the Agreement. I represent and warrant that such list is complete and accurate, and I understand that by not listing a Development on this Schedule, I am acknowledging that such Development was not made, conceived, discovered or developed prior to my employment by the Company. Notwithstanding the foregoing, if disclosure of any such Development in this Schedule would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Development in this Schedule but am to inform the Company that such Development has not been listed for that reason. (Check here _____ if continued on additional attached sheets) Executive Name Executive Signature Date EXHIBIT A FORM OF GENERAL RELEASE RELEASE AND WAIVER I, ________________, am signing this General Release (Release) as a condition of and in consideration for the termination related payments and benefits described in Section 4 of my Employment Agreement, dated as of _____________ (as it may be amended from time to time, the “Employment Agreement”) that I will be eligible to receive subject to and in compliance with the terms of the Employment Agreement and this Release. I and any person acting by, through, under or on behalf of me, release, waive, and forever discharge Semiconductor Components Industries, LLC (ON Semiconductor), its subsidiaries, affiliates, and related entities (Company) and all of their respective agents, employees, officers, directors, shareholders, members, managers, employee benefit plans and fiduciaries, insurers, successors, and assigns from any and all claims, liabilities, actions, demands, obligations, agreements, or proceedings of any kind, individually or as part of a group action, whether known or unknown, arising out of, or connected with, claims of unlawful discrimination, harassment, retaliation, or failure to accommodate; the terms and conditions ...
Excluded Developments. It is understood that all Developments which Employee made prior to employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, Employee has set forth on Exhibit B attached hereto a complete list of all such prior Developments (“Excluded Developments”), including numbers of all patents and patent applications, and a brief description of all unpatented Developments which are not the property of another party (including, without limitation, a current or previous contracting party). Employee represents (i) that the list is complete, (ii) if no items are included on Exhibit B, Employee has no such prior Developments, and (iii) Excluded Developments shall only consist of those items specifically listed on Exhibit B. As to any Development (other than a Company Development) in which Employee has an interest at any time prior to or during Employee’s employment with the Employer, including without limitation, any Excluded Development, any Development not arising from an Included Activity or any Development in which Employee otherwise acquires an interest (a “Separate Development”), prior to (a) using such Separate Development in any way in the course of Employee’s employment with the Company or (b) disclosing the Separate Development to any employee, contractor, customer or agent of the Company, Employee shall inform the Company in writing of Employee’s intention to so use or disclose the Separate Development (the “Separate Development Notice”) and shall not so use or disclose the Separate Development unless the Company consents in writing to such use or disclosure. Employee hereby grants to the Company an exclusive, royalty-free, irrevocable, worldwide right and license to exercise any and all rights (including without limitation to make, have made, use, sell, offer to sell, import, reproduce, modify, create derivative versions of, distribute, publicly display and publicly perform such Separate Development and to sublicense such rights to others) with respect to any Separate Development that Employee so uses or discloses, irrespective of whether such use or disclosure is in accordance with or in breach of this notice requirement, unless and only to the extent the Separate Development Notice expressly makes reference to this Section of this Agreement and specifies the license restrictions or royalties required and the Company agrees in writing to such restrictions or royalties.
Excluded Developments. Except for the inventions disclosed on Exhibit A, I do not have any right or claim to any invention, idea, process, formula, discovery, copyright, patent or other such item or matter. No rights are hereby conveyed to inventions, if any, made by me prior to employment by the Company, which inventions are listed in Exhibit A, attached hereto (“Excluded Developments”) To the extent allowed by law, the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Excluded Developments, without restriction, including, without limitation, as part of or in connection with such Intellectual Property, and to practice any method related thereto. However, I will not incorporate any inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or rights owned by any third party into any Intellectual Property without the Company’s prior written permission. If no list of Excluded Developments is attached, I represent and warrant that there are no such Excluded Developments. Furthermore, I represent and warrant that if any Excluded Developments are included on Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement.
Excluded Developments. Notwithstanding the foregoing, this Agreement will not be construed to apply to, and will not create any assignment of, any Developments of Employee that Employee developed entirely on his own time without using BB&T Insurance’s equipment, supplies, facility or trade secret information except for those inventions that relate to BB&T Insurance’s business or actual or demonstrably anticipated research or development, or result from any work performed by Employee for BB&T Insurance.
