Common use of Exclusion Notice Clause in Contracts

Exclusion Notice. Party has identified on Exhibit “A” attached hereto all Inventions, applicable to the business of Company or relating in any way to Company’s business or demonstrably anticipated research and development or business, which were conceived, reduced to practice, created, derived, developed, or made by Party prior to Party’s employment with Company (collectively, the “Prior Inventions”), and Party hereby represents that such list is complete. The assignment by Party of Inventions under this Agreement does not apply to Prior Inventions made by Party. If there is no such list on Exhibit “A”, Party represents that Party has neither conceived, reduced to practice, created, derived, developed, or made any such Prior Inventions at the time of signing this Agreement. Additionally, Party is not required to assign an idea or invention where the invention or idea meets all of the following criteria, namely that the invention or idea: (i) was created or conceived without the use of any of Company’s equipment, supplies, facilities, or trade secret information, and (ii) was developed entirely on Party’s own time, and (iii) does not relate to the business of Company, and (iv) does not relate to Company’s actual or demonstrably anticipated business, research or development, and (v) does not result from any work performed by Party for Company.

Appears in 6 contracts

Samples: Severance and Change in Control Agreement (Ambrx Inc), Executive Employment Agreement (Ambrx Inc), Executive Employment Agreement (Ambrx Inc)

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