Applicability to Past Activities Clause Samples
The "Applicability to Past Activities" clause defines whether and how the terms of an agreement extend to actions or events that occurred before the agreement was signed. In practice, this clause clarifies if obligations, rights, or liabilities arising from prior conduct are covered, such as whether warranties, indemnities, or confidentiality requirements apply retroactively. Its core function is to eliminate ambiguity about the agreement's reach, ensuring both parties understand whether past activities are included or excluded from the contract's scope.
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Applicability to Past Activities. To the extent Employee has been engaged to provide services by the Company or its predecessor for a period of time before the effective date of this Agreement (the “Prior Engagement Period”), Employee agrees that if and to the extent that, during the Prior Engagement Period: (i) Employee received access to any information from or on behalf of the Company that would have been proprietary information if Employee had received access to such information during the period of Employee’s Employment with the Company under this Agreement; or (ii) Employee conceived, created, authored, invented, developed or reduced to practice any item, including any intellectual property rights with respect thereto, that would have been an Invention if conceived, created, authored, invented, developed or reduced to practice during the period of Employee’s Employment with the Company under this Agreement; then any such information shall be deemed proprietary information hereunder and any such item shall be deemed an Invention hereunder, and this Agreement shall apply to such information or item as if conceived, created, authored, invented, developed or reduced to practice under this Agreement.
Applicability to Past Activities. If and to the extent that, for a period of time prior to the Effective Date of this Agreement (the “Prior Consulting Period”), Consultant provided any services or made efforts on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company in anticipation of Consultant’s involvement with the Company, that would have been Services if performed during the term of this Agreement, and: (i) Consultant received access to any information from or on behalf of the Company that would have been Confidential Information if Consultant received access to such information during the term of this Agreement; or (ii) Consultant (a) conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of the Company, or related to the current or prospective business of the Company in anticipation of Consultant’s involvement with the Company, that would have been an Invention if conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement; or (b) incorporated into any such item any pre-existing invention, improvement, development, concept, discovery or other proprietary information; then any such information shall be deemed “Confidential Information” hereunder and any such item shall be deemed an “Invention” hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement. Consultant further acknowledges that Consultant has been fully compensated for all services provided during any such Prior Consulting Period.
Applicability to Past Activities. To the extent you have been engaged to provide services by the Company or its predecessor for a period of time before the effective date of this Agreement (the “Prior Engagement Period”), you agree that if and to the extent that, during the Prior Engagement Period: (i) you received access to any information from or on behalf of the Company that would have been Proprietary Information if you had received access to such information during the period of your employment with the Company under this Agreement; or (ii) you conceived, created, authored, invented, developed or reduced to practice any item, including any intellectual property rights with respect thereto, that would have been an Invention if conceived, created, authored, invented, developed or reduced to practice during the period of your employment with the Company under this Agreement; then any such information shall be deemed Proprietary Information hereunder and any such item shall be deemed an Invention hereunder, and this Agreement shall apply to such information or item as if conceived, created, authored, invented, developed or reduced to practice under this Agreement.
Applicability to Past Activities. Recipient agrees that if and to the extent that, during any Prior Engagement Period (defined below): (i) Recipient received access to any information that would have been Company Confidential Information if Recipient received access to such information during the Relationship; or (ii) Recipient authored, discovered, developed, invented, conceived, or reduced to practice any Invention, including any Intellectual Property Rights with respect thereto, that would have been a Company Invention if authored, discovered, developed, invented, conceived, or reduced to practice during the Relationship; then any such information shall be deemed Company Confidential Information hereunder and any such Invention shall be deemed a Company Invention hereunder, and this Agreement shall apply to such information or Invention as if authored, discovered, developed, invented, conceived, or reduced to practice under this Agreement. For purposes of this Agreement, “Prior Engagement Period” means any period of time prior to the date of this Agreement and/or the Relationship that Recipient provided services to the Company or to a predecessor in interest thereof.
Applicability to Past Activities. Consultant agrees that if and to the extent that Consultant provided any services or made efforts on behalf of or for the benefit of Company, or related to the current or prospective business of Company in anticipation of Consultant’s involvement with the Company, that would have been “Services” if performed during the term of this Agreement (the “Prior Consulting Period”) and to the extent that during the Prior Consulting Period: (i) Consultant received access to any information from or on behalf of Company that would have been “Confidential Information” (as defined below) if Consultant received access to such information during the term of this Agreement; or (ii) Consultant conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of Company, or related to the current or prospective business of Company in anticipation of Consultant’s involvement with Company, that would have been an “Invention” (as defined below) if conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement; then any such information shall be deemed “Confidential Information” hereunder and any such item shall be deemed an “Invention” hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement. Consultant further acknowledges that Consultant has been fully compensated for all services provided during any such Prior Consulting Period.
Applicability to Past Activities. I agree that if and to the extent that, during any period of time I was engaged to provide services by the Company prior to the date of this Agreement: (i) I received access to any information from or on behalf of Company that would have been Company Confidential Information if I received access to such information during the period of my employment with the Company under this Agreement; or (ii) I conceived, created, authored, invented, developed or reduced to practice any item, including any intellectual property rights with respect thereto, that would have been an Invention if conceived, created, authored, invented, developed or reduced to practice during the period of my employment with the Company under this Agreement; then any such information shall be deemed Company Confidential Information hereunder and any such item shall be deemed an Invention hereunder, and this Agreement shall apply to such information or item as if conceived, created, authored, invented, developed or reduced to practice under this Agreement. This Section 12.H applies only if and to the extent I performed services for the Company before the date of this Agreement without a separate written agreement with respect to Inventions and Company Confidential Information.
Applicability to Past Activities. Director agrees to the extent that: (i) Director received access to any information from or on behalf of Company that would have been "Proprietary Information" (as defined below) if Director received access to such information during the term of this Agreement; or (ii) Director conceived, created, authored, invented, developed or reduced to practice any item (including any intellectual property rights with respect thereto) on behalf of or for the benefit of Company, or related to the current or prospective business of Company in anticipation of Director's involvement with Company, that would have been an "Invention" (as defined below) if conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement; then any such information shall be deemed "Proprietary Information" hereunder and any such item shall be deemed an "Invention" hereunder, and this Agreement shall apply to such activities, information or item as if disclosed, conceived, created, authored, invented, developed or reduced to practice during the term of this Agreement.
Applicability to Past Activities. ▇▇▇▇▇▇▇▇▇ acknowledges that he remains bound by any prior Confidential Information and Invention Assignment Agreement, the Original Agreement and any other similar agreements and Company policies with the Company and acknowledges that the restrictions and obligations contained therein are complementary to those contained in this Agreement and agrees to comply with all such restrictions and obligations.
Applicability to Past Activities. I acknowledge that the Company engaged me to provide services from October 13, 1998, to April 3, 2018 (the “Prior Engagement Period”). Accordingly, I agree that during the Prior Engagement Period: (i) I received access to information from or on behalf of the Company that would have been “Confidential Information” (as defined below); or (ii) I conceived, created, authored, invented, developed or reduced to practice any item, including any intellectual property rights with respect thereto, that would have been an “New IP” (as defined below) if conceived, created, authored, invented, developed or reduced to practice during the Prior Engagement Period; then any such information shall be deemed “Confidential Information” hereunder and any such item shall be deemed “New IP” hereunder, and this Agreement shall apply to such information or item as if conceived, created, authored, invented, developed or reduced to practice under this Agreement.
Applicability to Past Activities. The obligations under this Agreement shall commence as of the date my employment with Client commenced, which may be prior to the date of this Agreement. I agree that to the extent my employment commenced before the date of this Agreement: (a) I received access to any information from or on behalf of Client that would have been Confidential Information or (b) I conceived, created, authored, invented, developed or reduced to practice any item, including any related intellectual property rights, that would have been an “Invention”; then any such information shall be considered “Confidential Information” and any such item shall be considered an “Invention,” and this Agreement will apply to such information.