Pre-Existing and Third-Party Materials Clause Samples
The "Pre-Existing and Third-Party Materials" clause defines how materials that were created prior to the agreement or are owned by third parties are treated within the context of a contract. Typically, this clause clarifies that such materials are not considered part of the newly developed work product and may remain the property of their original owners, while also specifying any rights or licenses granted for their use in the project. Its core function is to prevent disputes over ownership and usage rights by clearly distinguishing between new deliverables and materials that predate the agreement or are sourced from outside parties.
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Pre-Existing and Third-Party Materials. Employee will not, in the course of employment with the Company, incorporate into or in any way use in creating any Work Product any pre- existing invention, improvement, development, concept, discovery, works, or other proprietary right or information owned by Employee or in which Employee has an interest without the Company’s prior written permission. Employee hereby grants the Company a nonexclusive, royalty-free, fully-paid, perpetual, irrevocable, sublicensable, worldwide license to make, have made, modify, use, sell, copy, and distribute, and to use or exploit in any way and in any medium, whether or not now known or existing, such item as part of or in connection with such Work Product. Employee will not incorporate any invention, improvement, development, concept, discovery, intellectual property, or other proprietary information owned by any party other than Employee into any Work Product without the Company’s prior written permission.
Pre-Existing and Third-Party Materials. Executive will not, in the course of employment with the Company, incorporate into or in any way use in creating any Work Product any pre-existing invention, improvement, development, concept, discovery, works, or other proprietary right or information owned by Executive or in which Executive has an interest without the Company’s prior written permission. Executive hereby grants the Company a nonexclusive, royalty-free, fully-paid, perpetual, irrevocable, sublicensable, worldwide license to make, have made, modify, use, sell, copy, and distribute, and to use or exploit in any way and in any medium, whether or not now known or existing, such item as part of or in connection with such Work Product. Executive will not incorporate any invention, improvement, development, concept, discovery, intellectual property, or other proprietary information owned by any party other than Executive into any Work Product without the Company’s prior written permission.
Pre-Existing and Third-Party Materials. Employee will not, in the course of employment with the Company, incorporate into or in any way use in creating any Work Product any pre-existing invention, improvement, development, concept, discovery, works, or other proprietary right or information owned by Employee or in which Employee has an interest without the Company's prior written permission. Employee hereby grants the Company a nonexclusive, royalty-free, fully-paid, perpetual, irrevocable, sublicensable, worldwide license to make, have made, modify, use, sell, copy, and distribute, and to use or exploit in any way and in any medium, whether or not now known or existing, such item as part of or in connection with such Work Product. Employee will not incorporate any invention, improvement, development, concept, discovery, intellectual property, or other proprietary information owned by any party other than Employee into any Work Product without the Company's prior written permission. 7.5 Attorney-in-Fact. Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Employee's agent and attorney-in-fact, to act for and on Employee's behalf to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright, trademark, and mask work registrations with the same legal force and effect as if executed by Employee, if the Company is unable because of Employee's unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure Employee's signature for the purpose of applying for or pursuing any application for any United States or foreign patents or mask work or copyright or trademark registrations covering the Work Product owned by the Company pursuant to this Section. ARTICLE 8 GOVERNING LAW AND ARBITRATION
Pre-Existing and Third-Party Materials. If in the course of performing the Services, Consultant incorporates into any Invention any other work of authorship, invention, improvement, or proprietary information, or other materials owned by Consultant or in which Consultant has an interest, Consultant will promptly inform Company. Whether or not Consultant gives such notice, Consultant hereby grants to Company a nonexclusive, royalty free, perpetual, irrevocable, worldwide license to reproduce, manufacture, modify, make derivative works of, distribute, sell, use, import, and otherwise exploit the material under all applicable intellectual property laws without restriction of any kind. If Consultant incorporates into any Invention any third party materials and/or intellectual property (“Third Party IP”): (a) Consultant will promptly so inform Company; (b) Consultant hereby grants to Company a royalty free, perpetual, irrevocable, worldwide sub-license to the Third Party IP; (c) Consultant hereby warrants and represents that (i) it has the requisite rights and authority to incorporate such Third Party IP into the Invention(s) and sublicense to Company the rights thereto and (ii) the exercise by Company of any rights granted to Company hereunder will not infringe the rights of any third party; and (d) Consultant shall defend, indemnify and hold harmless Company from all claims arising from Company’s use of the Third Party IP.
Pre-Existing and Third-Party Materials. Consultant will not, in the course of engagement with Company, incorporate into or in any way use in creating any Work Product any pre-existing invention, improvement, development, concept, discovery, works, or other proprietary right or information owned by Consultant or in which Consultant has an interest without Company’s prior written permission. Consultant hereby grants Company and all Company Parties a nonexclusive, royalty-free, fully-paid, perpetual, irrevocable, sublicensable, worldwide license to make, have made, modify, use, sell, copy, and distribute, and to use or exploit in any way and in any medium, whether or not now known or existing, such item as part of or in connection with such Work Product. Consultant will not incorporate any invention, improvement, development, concept, discovery, intellectual property, or other proprietary information owned by any party other than Consultant into any Work Product without Company’s prior written permission.
Pre-Existing and Third-Party Materials. Executive will not, in the course of employment with the Company, incorporate into or in any way use in creating any Work Product any pre-existing invention, improvement, development, concept, discovery, works, or other proprietary right or information owned by Executive or in which Executive has a personal ownership interest without the Company’s prior written permission. Executive will not incorporate any invention, improvement, development, concept, discovery, intellectual property, or other proprietary information owned by any party other than Executive or Novokera into any Work Product without the Company’s prior written permission.
Pre-Existing and Third-Party Materials. Executive will not incorporate any pre-existing or third-party intellectual property into Work Product without prior written Company approval. To the extent any such materials are incorporated with approval, Executive grants the Company a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to use them. Executive will not incorporate IP owned by any other party without the Company’s prior written consent.