Exceptions to Assignment Sample Clauses
The "Exceptions to Assignment" clause defines specific circumstances under which the general prohibition or restriction on assigning contractual rights or obligations does not apply. In practice, this clause might allow assignments to affiliates, in connection with a merger or sale of the business, or as required by law, even if assignments are otherwise restricted. Its core function is to provide flexibility for certain transfers that are necessary or customary, while maintaining overall control over the assignment of the contract.
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Exceptions to Assignment. You understand and acknowledge that the provisions of this Restrictive Covenant Agreement requiring the assignment of inventions to the Company do not apply to any Invention that qualifies fully under the provisions of 765 ILCS 1060/2 of the Illinois Employee Patent Act, a copy of which is attached hereto as Schedule 2. You further understand and agree that the provisions of 765 ILCS 1060/2 of the Illinois Employee Patent Act do not apply to any Invention for which full title is required to be in the United States, as required by contracts between the Company and the United States or any of its agencies. You will advise the Company promptly in writing of any Invention which you believe meets the criteria in 765 ILCS 1060/2 of the Illinois Employee Patent Act and you will at that time provide to the Company in writing all evidence necessary to substantiate your belief.
Exceptions to Assignment. This Agreement does not obligate me to assign to the Company any Invention which, in the sole judgment of the Company, reasonably exercised, was or is developed entirely on my own time and does not relate to the business efforts or research and development efforts in which, during the period of my employment, the Company actually is engaged or reasonably would be engaged, and does not result from the use of premises or equipment owned or leased by the Company or of the Company’s Confidential Information. However, I will also promptly disclose to the Company any such Inventions for the purpose of determining whether they qualify for such exclusion.
Exceptions to Assignment. I understand that if I am employed with the Company in the State of California, the provisions of this Intellectual Property Agreement requiring assignment of Intellectual Property to the Company are limited to Section 2870 of the California Labor Code, which is attached hereto as Exhibit B, and do not apply to any intellectual property that (i) I develop entirely on my own time; and (ii) I develop without using Company equipment, supplies, facilities, or trade secret information; and (iii) do not result from any work performed by me for the Company; and (iv) do not relate at the time of conception or reduction to practice to the Company’s current or anticipated business, or to its actual or demonstrably anticipated research or development. Any such intellectual property will be owned entirely by me, even if developed by me during the time period in which I am employed by the Company. I will advise the Company promptly in writing of any intellectual property that I believe meet the criteria for exclusion set forth herein and are not otherwise disclosed pursuant to Section 3(e) above.
Exceptions to Assignment. Nothing herein shall be construed to grant the Company any interest in materials that you prepared, conceived, discovered, reduced to practice, developed and created entirely on your own time and for which no equipment, supplies, facilities, resources, or trade secret information of the Company was used, unless those materials relate to the Company’s business (including the Company’s actual or demonstrably anticipated research or development) or result from any work performed by you for the Company. Further, nothing herein shall be construed to grant the Company interest in materials that you prepared, conceived, discovered, reduced to practice, developed and created entirely for another employer, provided that the Company has been made aware of your relationship to the other employer. You agree to promptly advise the Company of any change in these policies during your employment with the Company.