Excluded & Licensed Developments Clause Samples
The 'Excluded & Licensed Developments' clause defines which developments or inventions are not covered by the main agreement, either because they are specifically excluded or because they are subject to separate licensing arrangements. In practice, this clause lists particular technologies, products, or intellectual property that the parties agree will remain outside the scope of the current contract, or that the rights to use them are governed by a different license. Its core function is to prevent misunderstandings and disputes by clearly delineating what is and is not included in the agreement, thereby protecting the interests of both parties and ensuring clarity regarding rights and obligations.
Excluded & Licensed Developments. Attached is a list of all Developments made by Executive before Executive’s employment with the Company commenced that Executive desires to exclude from this Agreement (Excluded Developments). Executive represents that if no such list is attached, there are no Excluded Developments. As to any Development (other than a Company Creation) in which Executive has an interest at any time prior to or during Executive’s employment with the Company, including without limitation, any Excluded Development, any Development not arising from an Included Activity or any Development in which Executive otherwise acquires any interest (a Separate Development), prior to (i) using such Separate Development in any way in the course of Executive’s employment with the Company or (ii) disclosing the Separate Development to any employee, contractor, customer or agent of the Company, Executive shall inform the Company in writing of Executive’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. Executive hereby grants to The Company an exclusive, royalty-free, irrevocable, worldwide right and license to exercise any all rights with respect to any Separate Development that Executive so uses or discloses, irrespective of whether such use or disclosure is in accordance with or in breach of this notice requirement, unless 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 & Licensed Developments. Attached is a list of all Developments made by Employee before Employee’s employment with QuadraMed commenced that Employee desires to exclude from this Agreement (Excluded Developments). Employee represents that if no such list is attached, there are no Excluded Developments. As to any Development, other than a QuadraMed Creation, in which Employee has an interest at any time prior to or during Employee’s employment with QuadraMed (a Separate Development), including without limitation, any Excluded Development, any Development not arising from an Included Activity or any Development in which Employee otherwise acquires any interest, prior to (i) using such Separate Development in any way in the course of Employee’s employment with QuadraMed or (ii) disclosing the Separate Development to any employee, contractor, customer or agent of QuadraMed, Employee shall inform QuadraMed 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 QuadraMed consents in writing to such use or disclosure. Employee hereby grants to QuadraMed, to such extent as permitted by applicable law, a non-exclusive, royalty-free, irrevocable, worldwide right and license to exercise any and all rights 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.