Prior Items of Commercial Value. I represent that there are no Prior Items. If, in the course of my employment with the Company, I incorporate a Prior Item into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sub-licensees) to make, have made, modify, use and sell such Prior Item. Notwithstanding the foregoing, I covenant and agree that I will not incorporate, or permit to be incorporated, Prior Items in any Company Inventions without the Company’s prior written consent.
Prior Items of Commercial Value. Any relationships, information, or items (“Prior Items”) other than specific inventions identified in section 2.2 that I possessed prior to the commencement of my employment with the Company that are related or material to the Company’s business are excluded from the scope of this Agreement unless otherwise set forth in Exhibit B. For the avoidance of uncertainty, I have set forth in Exhibit B attached hereto and incorporated herein a complete list of all such Prior Items that I consider to be my property. I have further set forth in Exhibit B for each such Prior Item my wish to (i) retain possession of it, or (ii) license it to the Company, or (iii) grant all right, title and interest in it to the Company in consideration of my employment with the Company. I represent and warrant that I own all rights and / or have been granted permissions through licensing or otherwise for all Prior Items set forth in Exhibit B. I further warrant and represent that any grant of right, title or interest in or pursuant to Exhibit B results in no violation of prior contractual or other obligations such as fiduciary duties or otherwise. If there are no such Prior Items set forth or attached, I represent that there are no Prior Items. If, in the course of my employment with the Company, I incorporate a Prior Item into a Company product, process or machine, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sub-licensees) to make, have made, modify, use and sell such Prior Item. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Items in any Company Inventions without the Company’s prior written consent.
