Intellectual Property Retained and Licensed. I have attached hereto as Exhibit A a list of all original works of authorship, inventions, developments, improvements, trademarks, designs, domain names, processes, methods and trade secrets that were made by me prior to my employment with the Company (collectively referred to as “Prior Intellectual Property”), that belong to me, that relate to the Company hereunder’s proposed business, products or research and development, and that are not assigned to the Company hereunder; or, if no such list is attached, I represent that there is no such Prior Intellectual Property. If in the course of my Relationship with the Company, I incorporate into Company property any Prior Intellectual Property owned by me or in which I have an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Intellectual Property as part of or in connection with such Company property.
Intellectual Property Retained and Licensed. I provide below a list of all original works of authorship, inventions, developments, improvements, and trade secrets which were made by me prior to my employment with the Company (collectively referred to as “Prior Intellectual Property”), which belong to me, which relate to the Company’s proposed business, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there is no such Prior Intellectual Property. If in the course of my employment with the Company, I incorporate into Company property any Prior Intellectual Property owned by me or in which I have an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Intellectual Property as part of or in connection with such Company property. Prior Intellectual Property: Identifying Number Title Date or Brief Description
Intellectual Property Retained and Licensed. To the extent permitted by Section 2(b), Employee has accurately identified on Schedule 1 all ideas, methodologies, processes, inventions, discoveries and works of authorship, and all rights in any trademarks, service marks, trade secrets, copyrights, and patents, that Employee created prior to Employee’s employment with the Company (collectively “Pre-Existing Work Product”) that may reasonably relate to the current or future business of the Company. Except as provided herein, Employee will retain all right, title and interest in and to such Pre-Existing Work Product. Employee will promptly disclose to the Company any modifications or improvements to any Pre-Existing Work Product that fall within the definition of Intellectual Property (and hereby assigns rights thereto to the Company pursuant to Section 3(a)). If Employee, during the course of or resulting from employment with the Company, uses, creates, or otherwise provides Confidential Information, Intellectual Property or other works that incorporate or reasonably require the use of any of Employee’s Pre-Existing Work Product, then Employee will promptly disclose such and hereby grants the Company an unrestricted, royalty-free, perpetual, irrevocable, transferable, license to make, have made, use, market, import, distribute, copy, modify, prepare derivative works, perform, display, disclose, sublicense and otherwise exploit any and all such Pre-Existing Work Product, to the extent such grant of rights does not conflict with any contractual obligations of Employee existing prior to the Effective Date.
Intellectual Property Retained and Licensed. Executive represents that prior to his employment with Company, he did not own and did not have an interest in any inventions, original works of authorship, developments, improvements, or trade secrets which relate to the business of the Company, products or research and development. Notwithstanding the foregoing, if during the course of his employment with the Company, he incorporated into a Company product, process or machine any invention, original work of authorship, development, improvement, or trade secret which were made by him prior to his employment with the Company (collectively referred to as “Prior Intellectual Property”) in which he owns or has an interest in, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Intellectual Property as part of or in connection with such product, process or machine.
Intellectual Property Retained and Licensed. Employee has attached hereto, as Exhibit A, a list describing all Inventions, original works of authorship (including any and all computer code), developments, improvements, and trade secrets which were made by Employee prior to the date hereof (collectively referred to as “Prior Intellectual Property”), which belong to Employee or in which Employee has an interest, which relate to 2U’s proposed business, products, programs or research and development, and which Employee does not assign to 2U hereunder. If no such list is attached, Employee represents that there are no such Prior Inventions. If Employee incorporates any Prior Intellectual Property into a 2U product, process, method or service, Employee hereby grants to 2U and 2U shall have a nonexclusive, royalty-free, irrevocable, perpetual and worldwide license to make, have made, modify, use and sell such Prior Intellectual Property as part of or in connection with such product, process, method or service.
Intellectual Property Retained and Licensed. Executive represents that, except as previously disclosed to the Company in writing, prior to his employment with Company, he did not own and did not have an interest in any inventions, original works of authorship, developments, improvements, or trade secrets which relate to the business of the Company, products or research and development. Notwithstanding the foregoing, if during the course of his employment with the Company, he incorporated into a Company product, process or machine any invention, original work of authorship, development, improvement, or trade secret which were made by him prior to his employment with the Company (collectively referred to as “Prior Intellectual Property”) in which he owns or has an interest in, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Intellectual Property as part of or in connection with such product, process or machine.
Intellectual Property Retained and Licensed. Employee has attached hereto as Exhibit A, a list describing all inventions, discoveries, original works of authorship, developments, improvements, and trade secrets that were conceived in whole or in part prior to Employee’s employment with the Company and to which Employee has any right, title, or interest, and which relate to the Company’s proposed business, products, or research and development (“Prior Intellectual Property”); or, if no such list is attached, Employee represents and warrants that there is no such Prior Intellectual Property. Furthermore, Employee represents and warrants that if any Prior Intellectual Property is included on Exhibit A, they will not materially affect Employee’s ability to perform all obligations under this Agreement. If, in the course of Employee’s employment with the Company, Employee incorporates into or use in connection with any product, process, service, technology, or other work by or on behalf of the Company any Prior Intellectual Property, Employee hereby grants to the Company a non-exclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide license, with the right to grant and authorize sublicenses, to make, have made, modify, use, import, offer for sale, and sell such Prior Intellectual Property as part of or in connection with such product, process, service, technology, or other work, and to practice any method related thereto.
Intellectual Property Retained and Licensed. I provide below a list of all original works of authorship, inventions, developments, improvements, and trade secrets which were made by me prior to my Relationship with the Company (collectively referred to as "Prior Intellectual Property"), which belong to me, which relate to the Company's current or anticipated business, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there is no such Prior Intellectual Property. If in the course of my Relationship with the Company, I incorporate into Company property any Prior Intellectual Property owned by me or in which I have an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Intellectual Property as part of or in connection with such Company property. Prior Intellectual Property: Title Date Identifying Number or Brief Description Xbox Live Subscription Service 2000-2004 gaming service and matchmaking Apple Max Service 2004-2006 photo sharing, cloud storage, music sharing across devices iBloks 2006-2008 video ad creation and serving YouCast 2008-2011 social media tracking across platform DigiPowers 2009-2013 Expert services subscription business, all digital lifestyle content experiences Note: Each of the Prior Intellectual Property described above integrated the use of music and soundtracks over the internet or through a VPN.
Intellectual Property Retained and Licensed. I provide in Appendix C a list of all original works of authorship, inventions, developments, improvements, trademarks, designs, domain names, processes, methods and trade secrets that were made by me prior to my Relationship with the Company, that belong to me, that relate to the Company’s proposed business, products or research and development, and that are not assigned to the Company hereunder (collectively referred to as “Prior Intellectual Property”); or, if no such list is attached, I represent that there is no such Prior Intellectual Property. If in the course of my Relationship with the Company, I incorporate into Company property any Prior Intellectual Property owned by me or in which I have an interest or if my rights in any Prior Intellectual Property may block or interfere with, or may otherwise be required for, the exercise by the Company of any rights assigned to the Company under this Intellectual Property Agreement, the Company is hereby granted and shall have a nonexclusive, fully-paid, royalty-free, transferable, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Intellectual Property as part of or in connection with such Company property. To the extent that any third parties have any rights in or to any Prior Intellectual Property, I represent and warrant that such third party or parties have validly and irrevocably granted to me the right to grant the license stated above.
Intellectual Property Retained and Licensed. Contractor provides below a list of all original works of authorship, inventions, developments, improvements, and trade secrets which were made by Contractor prior to its Relationship with the Company (collectively referred to as "Prior Intellectual Property"), which belong to Contractor, which relate to the Company's proposed business, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, Contractor represents that there is no such Prior Intellectual Property. If in the course of its Relationship with the Company, Contractor incorporates into Company property any Prior Intellectual Property owned by Contractor or in which Contractor has an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Intellectual Property as part of or in connection with such Company property. Prior Intellectual Property: Number/Title Date Identifying or Brief Description
