Common use of Prior Inventions Retained and Licensed Clause in Contracts

Prior Inventions Retained and Licensed. In Exhibit A-1 to this Agreement, Executive has provided a list describing all Inventions (defined below) that Executive: (A) conceived, created, developed, made, reduced to practice or completed, either alone or with others, prior to Executive’s employment with the Company; (B) claims a proprietary right or interest in; and (C) does not assign to the Company hereunder (collectively referred to as the “Prior Inventions”). If no such list is attached, Executive represents that there are no such Prior Inventions. Executive understands and agrees that the Company makes no attempt to verify Executive’s claim of ownership to any of the Prior Inventions. Executive agrees that Executive shall not incorporate in any work that Executive performs for the Company any Prior Inventions or any of the technology described in any Prior Inventions. Nonetheless, if in the course of Executive’s employment with the Company, Executive incorporates Prior Inventions into a product, service, process or machine of the Company, Executive hereby grants and shall be deemed to have granted the Company a nonexclusive, royalty-free, irrevocable, sublicensable, transferable, perpetual, and worldwide license to make, have made, modify, use, import, reproduce, distribute, prepare and have prepared derivative works of, offer to sell, sell and otherwise exploit such Prior Inventions. For purposes of this Agreement, the term “Inventions” means all tangible and intangible materials, work product, information, methods, designs, computer programs, software, databases, formulas, models, prototypes, reports, discoveries, ideas, improvements, know-how, compositions of matter, processes, photographs, drawings, illustrations, sketches, developments, and all related intellectual property, including inventions, original works of authorship, moral rights, mask works, trade secrets and trademarks.

Prior Inventions Retained and Licensed. In Exhibit A-1 A to this Agreement, the Executive has provided a list describing all Inventions (defined belowas hereinafter defined) that the Executive: (Aa) conceived, created, developed, made, reduced to practice practice, or completed, either alone or with others, prior to the Executive’s employment with the Company; (Bb) claims a proprietary right or interest in; and (Cc) does not assign to the Company hereunder (collectively referred to as the “Prior Inventions”). If no such list is attached, the Executive represents that there are no such Prior Inventions. The Executive understands and agrees that the Company makes no attempt to verify the Executive’s claim of ownership to any of the Prior Inventions. The Executive agrees that the Executive shall not incorporate in any work that the Executive performs for the Company any Prior Inventions or any of the technology described in any Prior Inventions. Nonetheless, if in the course of the Executive’s employment with the Company, the Executive incorporates Prior Inventions into a product, service, process process, or machine of the Company, the Executive hereby grants and shall be deemed to have granted the Company a nonexclusive, royalty-free, irrevocable, sublicensable, transferable, perpetual, and worldwide license to make, have made, modify, use, import, reproduce, distribute, prepare prepare, and have prepared derivative works of, offer to sell, sell and otherwise exploit such Prior Inventions. For purposes of this Agreement, the term “Inventions” means all tangible and intangible materials, work product, information, methods, designs, computer programs, software, databases, formulas, models, prototypes, reports, discoveries, ideas, improvements, know-how, compositions of matter, processes, photographs, drawings, illustrations, sketches, developments, and all related intellectual property, including including, without limitation, inventions, original works of authorship, moral rights, mask works, trade secrets secrets, and trademarks.

Prior Inventions Retained and Licensed. In Exhibit A-1 A to this Agreement, Executive Employee has provided a list describing all Inventions (defined below) that ExecutiveEmployee: (A) conceived, created, developed, made, reduced to practice or completed, either alone or with others, prior to ExecutiveEmployee’s employment with the Company; (B) claims a proprietary right or interest in; and (Ciii) does not assign to the Company hereunder (collectively referred to as the “Prior Inventions”). If no such list is attached, Executive Employee represents that there are no such Prior Inventions. Executive Employee understands and agrees that the Company makes no attempt to verify ExecutiveEmployee’s claim of ownership to any of the Prior Inventions. Executive Employee agrees that Executive Employee shall not incorporate in any work that Executive Employee performs for the Company any Prior Inventions or any of the technology described in any Prior Inventions, unless otherwise agreed to in writing between Employee and the Company. NonethelessExcept as otherwise agreed to in writing between the Parties, if in the course of ExecutiveEmployee’s employment with the Company, Executive Employee incorporates Prior Inventions into a product, service, process or machine of the Company, Executive Employee hereby grants and shall be deemed to have granted the Company a nonexclusive, royalty-free, irrevocable, sublicensable, transferable, perpetual, and worldwide license to make, have made, modify, use, import, reproduce, distribute, prepare and have prepared derivative works of, offer to sell, sell and otherwise exploit such Prior Inventions. For purposes of this Agreement, the term “Inventions” means all tangible and intangible materials, work product, information, methods, designs, computer programs, software, databases, formulas, models, prototypes, reports, discoveries, ideas, improvements, know-how, compositions of matter, processes, photographs, drawings, illustrations, sketches, developments, and all related intellectual property, including inventions, original works of authorship, moral rights, mask works, trade secrets and trademarks.

Prior Inventions Retained and Licensed. In Exhibit A-1 to this Agreement, Executive has provided a list describing all Inventions (defined below) that Executive: (A) conceived, created, developed, made, reduced to practice or completed, either alone or with others, prior to Executive’s employment with the Company; (B) claims a proprietary right or interest in; and (C) does not assign to the Company hereunder (collectively referred to as the “Prior Inventions”). If no such list is attached, Executive represents that there are no such Prior Inventions. Executive understands and agrees that the Company makes no attempt to verify Executive’s claim of ownership to any of the Prior Inventions. Executive agrees that Executive shall not incorporate in any work that Executive performs for the Company any Prior Inventions or any of the technology described in any Prior Inventions. Nonetheless, if in the course of Executive’s employment with the Company, Executive incorporates Prior Inventions into a product, service, process or machine of the Company, Executive hereby grants and shall be deemed to have granted the Company a nonexclusive, royalty-free, irrevocable, sublicensable, transferable, perpetual, and worldwide license to make, have made, modify, use, import, reproduce, distribute, prepare and have prepared derivative works of, offer to sell, sell and otherwise exploit such Prior Inventions. For purposes of this Agreement, the term “Inventions” means all tangible and intangible materials, work product, information, methods, designs, computer programs, software, databases, formulas, models, prototypes, reports, discoveries, ideas, improvements, know-how, compositions of matter, processes, photographs, drawings, illustrations, sketches, developments, and all related intellectual property, including inventions, original works of authorship, moral rights, mask works, trade secrets and trademarks.. (ii)

Prior Inventions Retained and Licensed. In Exhibit A-1 to this Agreement, Executive Employee has provided a list describing all Inventions (defined below) that ExecutiveEmployee: (Ai) conceived, created, developed, made, reduced to practice or completed, either alone or with others, prior to ExecutiveEmployee’s employment with the Company; (Bii) claims a proprietary right or interest in; and (Ciii) does not assign to the Company hereunder (collectively referred to as the “Prior Inventions”). If no such list is attached, Executive Employee represents that there are no such Prior Inventions. Executive Employee understands and agrees that the Company makes no attempt to verify ExecutiveEmployee’s claim of ownership to any of the Prior Inventions. Executive Employee agrees that Executive Employee shall not incorporate in any work that Executive Employee performs for the Company any Prior Inventions or any of the technology described in any Prior Inventions. Nonetheless, if in the course of ExecutiveEmployee’s employment with the Company, Executive Employee incorporates Prior Inventions into a product, service, process or machine of the Company, Executive Employee hereby grants and shall be deemed to have granted the Company a nonexclusive, royalty-free, irrevocable, sublicensable, transferable, perpetual, and worldwide license to make, have made, modify, use, import, reproduce, distribute, prepare and have prepared derivative works of, offer to sell, sell and otherwise exploit such Prior Inventions. For purposes of this Agreement, the term “Inventions” means all tangible and intangible materials, work product, information, methods, designs, computer programs, software, databases, formulas, models, prototypes, reports, discoveries, ideas, improvements, know-how, compositions of matter, processes, photographs, drawings, illustrations, sketches, developments, and all related intellectual property, including inventions, original works of authorship, moral rights, mask works, trade secrets and trademarks.