Common use of Excluded & Licensed Developments Clause in Contracts

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.

Excluded & Licensed Developments. Attached is a list of Employee’s prior employment history and/or 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. QuadraMed acknowledges Employee’s prior employment history. 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.