Common use of Excluded Inventions Clause in Contracts

Excluded Inventions. Attached hereto as Exhibit A is a list describing all Inventions, if any, in which I have an existing interest or may have a future interest as of the commencement of my employment, that reasonably relate to Company’s business or actual or demonstrably anticipated research, development, manufacture or sale of products or services and that were made, conceived, developed or reduced to practice by me or acquired by me, alone or jointly with others, prior to the commencement of my employment with, and which are not to be assigned to, Company (“Excluded Inventions”). If no such list is attached, I represent and warrant that it is because I have no rights in any existing Inventions that reasonably relate to Company’s business or actual or demonstrably anticipated research or development. If disclosure of any such Excluded Inventions would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Excluded Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such Inventions has not been made for that reason. I acknowledge and agree that I shall not use any Excluded Inventions in the scope of my employment, or include any Excluded Inventions in any product or service of Company, in each case without informing Company in writing in advance and obtaining Company’s prior written consent to do so. In the event that I do so use or include any Excluded Inventions, or if my rights in any Excluded Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, unless Company and I agree otherwise in writing as to particular Excluded Inventions, I hereby grant to Company, in such circumstances (whether or not I give Company notice as required above and whether not consent is sought or obtained), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Excluded Inventions.

Excluded Inventions. Attached hereto as Exhibit A is a list describing all Inventions, if any, in patented or unpatented, which I have an existing interest or may have a future interest as of the commencement of my employment, that reasonably relate to Company’s business or actual or demonstrably anticipated research, development, manufacture or sale of products or services and that were made, conceived, developed or reduced to practice by me or acquired by me, alone or jointly with others, Executive made prior to the commencement of my the Executive’s employment with, and which with the Company are not to be assigned to, Company (“excluded from the scope of this Agreement. The Executive has set forth on Exhibit A a complete list describing all Excluded Inventions”). If no such list is attached, I represent and warrant the Executive represents that it is because I have the Executive has no rights in any existing Inventions that reasonably relate to Company’s business or actual or demonstrably anticipated research or developmentExcluded Inventions. If disclosure of any such Excluded Inventions Invention would cause me the Executive to violate any prior confidentiality agreement, I understand the Executive understands that I am the Executive is not to list such Excluded Inventions in Exhibit A but am is only to disclose a cursory name for each such inventionExcluded Invention, a listing of the party(ies) party or parties to whom which it belongs and the fact that full disclosure as to such Excluded Inventions has not been made for that reason. I acknowledge and agree The Executive agrees that I shall not use if the Executive uses any Excluded Inventions in the scope of my the Executive’s employment, or include if the Executive includes any Excluded Inventions in any product or service of the Company, in each case without informing Company in writing in advance and obtaining Company’s prior written consent to do so. In the event that I do so use or include any Excluded Inventions, or if my the Executive’s rights in any Excluded Inventions may block or interfere with, or may otherwise be required for, the exercise by the Company of any rights assigned to the Company under this Agreement, unless the Executive will immediately notify the Company and I agree otherwise in writing as writing. The Executive hereby grants to particular Excluded Inventions, I hereby grant to Company, in such circumstances (whether or not I give the Company notice as required above and whether not consent is sought or obtained), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and irrevocable, worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Excluded Inventions that the Executive incorporates into a Company product, process or machine during the course of the Executive’s employment. Notwithstanding the foregoing, the Executive agrees that the Executive will not incorporate, or permit to be incorporated, Excluded Inventions in any Company Inventions, except as authorized in writing by the Board. To the extent that any third parties have rights in any such Excluded Inventions, the Executive hereby warrants that such third parties have given the Executive the right to grant the license stated above.

Excluded Inventions. Attached hereto as Exhibit A is a list describing all Inventions, if any, in which I have an existing interest or may have a future interest as of the commencement of my employment, that reasonably relate to Company’s business or actual or demonstrably anticipated research, development, manufacture or sale of products or services and that were made, conceived, developed or reduced to practice by me or acquired by me, alone or jointly with others, prior to the commencement of my employment with, and which are not to be assigned to, Company (“Excluded Inventions”). If no such list is attached, I represent and warrant that it is because I have no rights in any existing Inventions that reasonably relate to Company’s business or actual or demonstrably anticipated research or development. If disclosure of any such Excluded Inventions would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Excluded Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such Inventions has not been made for that reason. I acknowledge and agree that I shall not use any Excluded Inventions in the scope of my employment, or include any Excluded Inventions in any product or service of Company, in each case without informing Company in writing in advance and obtaining Company’s prior written consent to do so. In the event that I do so use or include any Excluded Inventions, or if my rights in any Excluded Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, unless Company and I agree otherwise in writing as to particular Excluded Inventions, I hereby grant to Company, in such circumstances (whether or not I give Company notice as required above and whether not consent is sought or obtained), a non-exclusive, perpetual, transferable, fully-fully- paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Excluded Inventions.

Excluded Inventions. Attached hereto as Exhibit A is a list describing all Inventions, if any, in which I have an existing interest or may have a future interest as of the commencement of my employment, that reasonably relate to Company’s business or actual or demonstrably anticipated research, development, manufacture or sale of products or services and that were made, conceived, developed or reduced to practice by me or acquired by me, alone or jointly with others, prior to the commencement of my employment with, and which are not to be assigned to, Company (“Excluded Inventions”). If no such list is attached, I represent and warrant that it is because I have no rights in any existing Inventions that reasonably relate to Company’s business or actual or demonstrably anticipated research or development. If disclosure of any such Excluded Inventions would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Excluded Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such Inventions has not been made for that reason. I acknowledge and agree that I shall not use any Excluded Inventions in the scope of my employment, or include any Excluded Inventions in any product or service of Company, in each case without informing Company in writing in advance and obtaining Company’s prior written consent to do so. In the event that I do so use or include any Excluded Inventions, or if my rights in any Excluded Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, unless Company and I agree otherwise in writing as to particular Excluded Inventions, I hereby grant to Company, in such circumstances (whether or not I give Company notice as required above and whether not consent is sought or obtained), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Excluded Inventions.rights

Excluded Inventions. Attached hereto as Exhibit A B is a list describing all Inventionsexisting inventions, if any, in which I have an existing interest or that may have a future interest as of the commencement of my employment, that reasonably relate to Company’s business or actual or demonstrably anticipated research, development, manufacture or sale of products or services and that were made, conceived, developed or reduced to practice by me or acquired by me, alone or jointly with others, prior to the commencement of my employment with, and which are not to be assigned to, Company (“Excluded Inventions”). If no such list is attached, I represent and warrant that it is because I have no rights in any existing Inventions that reasonably relate to Company’s business or actual or demonstrably anticipated research or developmentdevelopment and that were made by Consultant or acquired by Consultant prior to the Effective Date, and which are not to be assigned to Company (“Excluded Inventions”). If disclosure For purposes of any such this Agreement, “Other Inventions” means inventions, if any, in which Consultant has or may have an interest, as of the Effective Date or thereafter, other than Consultant Work Product and the Excluded Inventions. Consultant shall not use the Excluded Inventions would cause me to violate or any prior confidentiality agreement, I understand that I am not to list such Excluded Other Inventions in Exhibit A but am only any Consultant Work Product without Company’s prior written consent. Consultant acknowledges and agrees that if, in the scope of providing the Services contemplated by this Agreement, Consultant desires to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such Inventions has not been made for that reason. I acknowledge and agree that I shall not use any Excluded Inventions in the scope of my employmentor any Other Inventions, or if Consultant desires to include any Excluded Inventions or Other Inventions in any product or service of Company, in each case without informing Company in writing in advance and obtaining Company’s prior written consent to do so. In the event that I do so use or include any Excluded Inventions, or if my Consultant’s rights in any Excluded Inventions or Other Inventions may block or interfere with, or may otherwise be required for, the exercise by Company company of any rights assigned to Company under this Agreement, unless Consultant will first immediately so notify Company in writing. Unless Company and I Consultant agree otherwise in writing as to particular Excluded Inventions or Other Inventions, I Consultant hereby grant agrees to grant, and hereby does grant, to Company, in such circumstances (whether or not I give Consultant gives Company notice as required above and whether not consent is sought or obtainedabove), a non-exclusiveperpetual, perpetualirrevocable, nonexclusive, transferable, fullyworld-paid and wide, royalty-freefree license to use, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developeddisclose, make, have made, use, sell, import, offer for sale, import, copy, distribute, modify and exercise any create works based on, perform, and all present or future rights in, display such Excluded Inventions and Other Inventions, and to sublicense third parties in one or more tiers of sublicensees with the same rights.

Excluded Inventions. Attached hereto as 9.5.1 Executive agrees that Exhibit A is a list describing B to this Agreement lists all Inventions, if any, in which I Inventions belonging to Executive that Executive wishes to have an existing interest or may excluded from this Agreement because they have a future interest as of the commencement of my employment, that reasonably relate to Company’s business or actual or demonstrably anticipated research, development, manufacture or sale of products or services and that were made, conceived, developed or reduced to practice been made by me or acquired by me, alone or jointly with others, Executive prior to Executive’s employment with Employer and have not been assigned or licensed to Employer through the commencement terms of my employment with, and which are not to be assigned to, Company another agreement or arrangement (the “Excluded Inventions”). Executive agrees to use his best efforts to negotiate with Employer regarding those two parties’ possible entry into a license agreement, under which Executive would grant Employer an exclusive license to the Excluded Inventions in the field of use coterminous with “Competing Services or Products” (as that term is defined in Section 10.1.1 below). Under such license agreement Employer would pay Executive a three percent (3%) royalty on the gross revenue received by Employer (and any entity operating pursuant to a relevant sublicense granted by Employer) regarding all products sold by Employer (or such other entity) that contain or are developed, manufactured, or otherwise use such Excluded Inventions (the “Royalty”), provided that such Royalty would be payable only to the extent such products would otherwise infringe a valid patent claim but for the license granted under the contemplated license agreement. In the event that the Excluded Inventions comprise only a component of the product sold, the Royalty would apply only to the pro rata value of such component relative to the product taken as a whole. If no such list is attached, I represent Executive represents and warrant warrants that it is because I have there are no rights such Inventions. 9.5.2 If during Executive’s employment with Employer, Executive uses in the specifications or development of, or otherwise incorporates into an Employer product, process, service, technology, or machine, or otherwise uses any existing Inventions that reasonably relate to Company’s business or actual or demonstrably anticipated research or development. If disclosure of any such Excluded Inventions would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Excluded Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such Inventions has not been made for that reason. I acknowledge and agree that I shall not use any Excluded Inventions in the scope of my employmentproprietary know-how, or include other intellectual property in existence before the Effective Date owned by Executive or in which Executive has any Excluded Inventions in any product or service of Company, in each case without informing Company in writing in advance and obtaining Company’s prior written consent to do so. In the event that I do so use or include any Excluded Inventions, or if my rights in any Excluded Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, unless Company and I agree otherwise in writing as to particular Excluded Inventions, I hereby grant to Company, in such circumstances interest (whether or not I give Company notice as required above and whether not consent is sought or obtained“Existing Know-How”), Employer is hereby granted and shall have a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable fully paid up, perpetual, irrevocable, worldwide right and worldwide license, with license under the Existing Know-How (including any patent or other intellectual property rights therein) to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, reproduce, distribute, make derivative works from, publicly perform and display, and import, offer for sale, and exercise to sublicense any and all present of the foregoing rights to that Existing Know-How (including the right to grant further sublicenses) without restriction as to the extent of Executive’s ownership or future rights ininterest, for so long as such Excluded InventionsExisting Know-How is in existence and is licensable by Executive.

Excluded Inventions. Attached hereto as Exhibit A is 6.4.1 To preclude any possible uncertainty with respect to inventions, SCS shall deliver, within the 20 calendar days following the Effective Date a list describing all Inventions, if anyschedule (the “Excluded Inventions Schedule”), in form and substance reasonable acceptable to the Company setting forth a complete list of all Inventions to which I have an existing interest or may have a future interest SCS claims ownership as of the commencement date of my employment, that reasonably relate to Company’s business or actual or demonstrably anticipated research, development, manufacture or sale of products or services this Agreement and that were made, conceived, developed or reduced SCS desires to practice by me or acquired by me, alone or jointly with others, prior to the commencement of my employment with, and which specifically clarify are not subject to be assigned to, Company this Agreement (the “Excluded Inventions”). SCS represents that the Excluded Inventions Schedule will be accurate and complete. If the Excluded Inventions Schedule contains no such list is attachedExcluded Inventions, I represent and warrant SCS represents that it is because I have SCS has no rights in any existing Inventions that reasonably relate to Company’s business or actual or demonstrably anticipated research or development. If disclosure of any such Excluded Inventions would cause me at the time of signing this Agreement. 6.4.2 Subject to violate any prior confidentiality agreementSection 6.4.3, I understand refinements or subsequent SCS Inventions that I am not relate specifically to list advancing, enhancing or further development of the Excluded Inventions (collectively, “Excluded Inventions Refinements”) set forth on the Excluded Inventions Schedule, shall themselves be deemed Excluded Inventions disclosed on the Excluded Inventions Schedule. 6.4.3 anything in section 6.4.2 above to the contrary notwithstanding, if the excluded inventions refinements are authored, discovered, developed, conceived, or reduced to practice in connection with, or as a result of, the services performed for the Company, the Confidential Information or otherwise in connection with the Consulting Relationship during and after the Consulting Term or thereafter, such Excluded Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such Inventions has not been made for that reason. I acknowledge and agree that I Refinements shall not use any Excluded Inventions in the scope of my employment, or include any Excluded Inventions in any product or service of Company, in each case without informing be deemed Company in writing in advance and obtaining Company’s prior written consent to do so. In the event that I do so use or include any Excluded Inventions, or if my rights in any Excluded Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement, unless Company and I agree otherwise in writing as to particular Excluded Inventions, I hereby grant to Company, in such circumstances (whether or not I give Company notice as required above and whether not consent is sought or obtained), a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Excluded Inventions. 6.4.4 IF DISCLOSURE OF ANY SUCH EXCLUDED INVENTIONS WOULD CAUSE SCS TO VIOLATE ANY PRIOR CONFIDENTIALITY AGREEMENT TO WHICH IT IS PARTY, SCS UNDERSTANDS THAT SCS IS NOT TO LIST SUCH EXCLUDED INVENTIONS IN SUCH ATTACHMENT BUT IS ONLY TO DISCLOSE A CURSORY NAME FOR EACH SUCH EXCLUDED INVENTION, A LISTING OF THE PARTY(IES) TO WHOM IT BELONGS AND THE FACT THAT FULL DISCLOSURE AS TO SUCH EXCLUDED INVENTIONS HAS NOT BEEN MADE FOR THAT REASON. IF THE EXCLUDED INVENTIONS SCHEDULE IS NOT TIMELY DELIVERED, THE COMPANY MAY TERMINATE THIS AGREEMENT FOR CAUSE.

Excluded Inventions. Attached hereto I have attached hereto, as Exhibit A is B, a list describing all Inventionscreations, if anyinventions, discoveries, original works of authorship, concept, designs, copyright works (as defined in which I have an existing interest or may have a future interest as Section 2(2) of the commencement Copyright Ordinance (Cap.528) of the laws of Hong Kong) (including without limitation computer programs), developments, improvements and trade secrets, which were made by me prior to my employmentemployment with the Company, that reasonably which belong to me, which relate to Companythe Company Group’s business proposed or actual or demonstrably anticipated researchcurrent business, development, manufacture or sale of products or services research and that were made, conceived, developed or reduced to practice by me or acquired by me, alone or jointly with others, prior to the commencement of my employment withdevelopment, and which are not assigned to be assigned to, any member of the Company Group hereunder (collectively referred to as “Excluded Inventions”). If ; or, if no such list is attached, I represent and warrant that it is because I have there are no rights in any existing Inventions that reasonably relate to Company’s business or actual or demonstrably anticipated research or development. If disclosure of any such Excluded Inventions would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Excluded Inventions in Exhibit A but am only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such Inventions has not been made for that reasonInventions. I acknowledge and agree that I shall will not use incorporate any Excluded Inventions into any products, processes or machines of the Company Group; provided, however, that if in the scope course of my employment, or include any Excluded Inventions in any product or service of employment with the Company, I incorporate into a product, process or machine of the Company Group an Excluded Invention owned by me or in each case without informing Company in writing in advance and obtaining Company’s prior written consent to do so. In the event which I have an interest, I represent that I do so have all necessary rights, powers and authorization to use or include such Excluded Invention in the manner it is used and such use will not infringe any Excluded Inventions, or if my rights in any Excluded Inventions may block or interfere with, or may otherwise be required for, the exercise by Company right of any rights assigned to Company under this Agreementcompany, unless Company and I agree otherwise in writing as to particular Excluded Inventions, I hereby grant to Companyentity or person and, in such circumstances (whether or not I give a circumstance, each member of the Company notice as required above Group is hereby granted and whether not consent is sought or obtained)shall have a nonexclusive, a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable and sublicensable, transferable, irrevocable, perpetual, worldwide license, with rights license to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, modify, use, sell, import, offer for sale, sell and exercise any and all present or future rights in, otherwise exploit such Excluded InventionsInvention as part of or in connection with such product, process or machine. I agree to indemnify each member of the Company Group and hold each harmless from all claims, liabilities, damages and expenses, including reasonable attorneys fees and costs for resolving disputes, arising out of or in connection with any violation or claimed violation of a third party’s rights resulting from any use, sublicensing, modification, transfer, or sale by any member of the Company Group of such Excluded Invention.