Common use of Pre-Existing Materials Clause in Contracts

Pre-Existing Materials. I will inform the Company in writing before incorporating any inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by me or in which I have an interest prior to, or separate from, my employment with the Company, including without limitation, any such inventions that meet the criteria set forth herein under Section G (“Prior Inventions”) into any Invention or otherwise utilizing any such Prior Invention in the course of my employment with the Company, and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. I will not incorporate any inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by any third party into any Invention without the Company’s prior written permission. I have provided below, in this Exhibit A, a list describing all Prior Inventions that relate to the Company’s current or anticipated business, products, or research and development or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on this Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement.

Pre-Existing Materials. I will inform the Company Company, in writing writing, before incorporating any inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by me or in which I have an interest prior to, or separate from, my employment with the Company, including including, without limitation, any such inventions that meet the criteria set forth herein under are subject to California Labor Code Section G 2870 (attached hereto as Exhibit B) (“Prior Inventions”) into any Invention or otherwise utilizing any such Prior Invention in the course of my employment with the Company, ; and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such incorporated or utilized Prior Inventions, without restriction, including, without limitation, as part of of, or in connection with with, such Invention, and to practice any method related thereto. I will not incorporate any inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by any third party into any Invention without the Company’s prior written permission. I have provided belowattached hereto, in this as Exhibit A, A a list describing all Prior Inventions that relate to the Company’s current or anticipated business, products, or research and development or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on this Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement.

Pre-Existing Materials. I will inform the Company in writing before incorporating any have attached hereto as Exhibit A, a list describing all inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by me or in which I have an interest prior to, or separate from, my employment with the Company and which relate to the Company’s proposed business, including without limitationproducts, any such inventions that meet the criteria set forth herein under Section G or research and development (“Prior Inventions”) ); or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement. I will inform Clovis Oncology, Inc. in writing before incorporating such Prior Inventions into any Invention or otherwise utilizing any such Prior Invention in the course of my employment with the Company, and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. I will not incorporate any inventionsinvention, discoveriesimprovement, ideasdevelopment, original works concept, discovery, work of authorship, developments, improvements, trade secrets and authorship or other proprietary information or intellectual property rights owned by any third party into any Invention without the CompanyClovis Oncology, Inc.’s prior written permission. I have provided below, in this Exhibit A, a list describing all Prior Inventions that relate to the Company’s current or anticipated business, products, or research and development or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on this Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement.

Pre-Existing Materials. I will Executive agrees to inform the Company Company, in writing writing, before incorporating any inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and secrets, or other proprietary information or intellectual property rights owned by me Executive or in which I have Executive has an interest prior to, or separate from, my Executive’s employment with the Company, including including, without limitation, any such inventions that meet the criteria set forth herein under in Section G 9(j)(vii) below (“Prior Inventions”) ), into any Invention or otherwise utilizing any such Prior Invention in the course of my Executive’s employment with the Company, and the . The Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit any and all such incorporated or utilized Prior Inventions, without restriction, including, without limitation, as part of of, or in connection with with, such Invention, and to practice any method related thereto. I Executive will not incorporate any inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and secrets, or other proprietary information or intellectual property rights owned by any third party into any Invention without the Company’s prior written permissionconsent of the Company and such third party. I have provided below, in this Exhibit A, Executive has attached a list hereto as Exhibit A describing all Prior Inventions that relate to the Company’s current or anticipated business, products, or research and development or, if no such list is attached, I represent Executive represents and warrant warrants that there are no such Prior Inventions. Furthermore, I represent Executive represents and warrant warrants that if any Prior Inventions are included on this Exhibit A, they will not materially affect my Executive’s ability to perform all obligations under this Agreement.

Pre-Existing Materials. I will inform the Company in writing before incorporating any have attached hereto as Exhibit A, a list describing all inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by me or in which I have an interest prior to, or separate from, my employment with the Company, including without limitationand which relate to the Company’s proposed business, any such inventions that meet the criteria set forth herein under Section G products, or research and development (“Prior Inventions”) ); or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement. I will inform LogicBio in writing before incorporating such Prior Inventions into any Invention or otherwise utilizing any such Prior Invention in the course of my employment with the Company, and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. I will not incorporate any inventionsinvention, discoveriesimprovement, ideasdevelopment, original works concept, discovery, work of authorship, developments, improvements, trade secrets and authorship or other proprietary information or intellectual property rights owned by any third party into any Invention without the CompanyLogicBio’s prior written permission. I have provided below, in this Exhibit A, a list describing all Prior Inventions that relate to the Company’s current or anticipated business, products, or research and development or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on this Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement.

Pre-Existing Materials. I will inform the Company in writing before incorporating any have attached hereto as Exhibit A, a list describing all inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by me or in which I have an interest prior to, or separate from, my employment with the Company and which are subject to California Labor Code Section 2870 (attached hereto as Exhibit B), and which relate to the Company’s proposed business, including without limitationproducts, any such inventions that meet the criteria set forth herein under Section G or research and development (“Prior Inventions”) ); or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement. I will inform 10X Genomics, Inc. in writing before incorporating such Prior Inventions into any Invention or otherwise utilizing any such Prior Invention in the course of my employment with the Company, and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. I will not incorporate any inventionsinvention, discoveriesimprovement, ideasdevelopment, original works concept, discovery, work of authorship, developments, improvements, trade secrets and authorship or other proprietary information or intellectual property rights owned by any third party into any Invention without the Company10X Genomics, Inc.’s prior written permission. I have provided below, in this Exhibit A, a list describing all Prior Inventions that relate to the Company’s current or anticipated business, products, or research and development or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on this Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement.

Pre-Existing Materials. I will inform the Company in writing before incorporating any inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by me or in which I have an interest prior to, or separate from, my employment with the Company, including including, without limitation, any such inventions that meet the criteria set forth herein under are subject to California Labor Code Section G 2870 (attached hereto as Exhibit B) (“Prior Inventions”) into any Invention or otherwise utilizing any such Prior Invention in the course of my employment with the Company, and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. I will not incorporate any inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by any third party into any Invention without the Company’s prior written permission. I have provided below, in this attached hereto as Exhibit A, a list describing all Prior Inventions that relate to the Company’s current or anticipated business, products, or research and development or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on this Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement.

Pre-Existing Materials. I will inform the Company in writing before incorporating any have attached hereto as Exhibit A, a list describing all inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by me or in which I have an interest prior to, or separate from, my employment with the Company and which are subject to California Labor Code Section 2870 (attached hereto as Exhibit B), and which relate to the Company’s proposed business, including without limitationproducts, any such inventions that meet the criteria set forth herein under Section G or research and development (“Prior Inventions”) ); or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement. I will inform LogicBio Therapeutics, Inc. in writing before incorporating such Prior Inventions into any Invention or otherwise utilizing any such Prior Invention in the course of my employment with the Company, and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. I will not incorporate any inventionsinvention, discoveriesimprovement, ideasdevelopment, original works concept, discovery, work of authorship, developments, improvements, trade secrets and authorship or other proprietary information or intellectual property rights owned by any third party into any Invention without the CompanyLogicBio Therapeutics, Inc.’s prior written permission. I have provided below, in this Exhibit A, a list describing all Prior Inventions that relate to the Company’s current or anticipated business, products, or research and development or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on this Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement.

Pre-Existing Materials. I will inform the Company in writing before incorporating any have attached hereto as Exhibit A, a list describing all inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by me or in which I have an interest prior to, or separate from, my employment with the Company and which are subject to California Labor Code Section 2870 (attached hereto as Exhibit B), and which relate to the Company’s proposed business, including without limitationproducts, any such inventions that meet the criteria set forth herein under Section G or research and development (“Prior Inventions”) ); or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on Exhibit A, they will not materially affect my ability to perform all obligations under Agreement. I will inform the Company in writing before incorporating such Prior Inventions into any Invention or otherwise utilizing any such Prior Invention in the course of my employment with the Company, and I hereby grant the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. I have not and will not incorporate any inventionsinvention, discoveriesimprovement, ideasdevelopment, original works concept, discovery, work of authorship, developments, improvements, trade secrets and authorship or other proprietary information owned, in whole or intellectual property rights owned in part, by me or any third party into any Invention without the Company’s prior written permission. I have provided below, in this Exhibit A, a list describing all Prior Inventions that relate to the Company’s current or anticipated business, products, or research and development or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on this Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement.

Pre-Existing Materials. I will inform the Company in writing before incorporating any have attached hereto as Exhibit A, a list describing all inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by me or in which I have an interest prior to, or separate from, my employment with the Company and which are subject to California Labor Code Section 2870 (attached hereto as Exhibit B), and which relate to the Company’s proposed business, including without limitationproducts, any such inventions that meet the criteria set forth herein under Section G or research and development (“Prior Inventions”) ); or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement. I will inform MetroMile, Inc. in writing before incorporating such Prior Inventions into any Invention or otherwise utilizing any such Prior Invention in the course of my employment with the Company, and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. I will not incorporate any inventionsinvention, discoveriesimprovement, ideasdevelopment, original works concept, discovery, work of authorship, developments, improvements, trade secrets and authorship or other proprietary information or intellectual property rights owned by any third party into any Invention without the CompanyMetroMile, Inc.’s prior written permission. I have provided below, in this Exhibit A, a list describing all Prior Inventions that relate to the Company’s current or anticipated business, products, or research and development or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on this Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement.

Pre-Existing Materials. I will inform the Company MetroMile, Inc. in writing before incorporating any inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by me or in which I have an interest prior to, or separate from, my employment with the Company, including including, without limitation, any such inventions that meet the criteria set forth herein under are subject to California Labor Code Section G 2870 (attached hereto as Exhibit B) (“Prior Inventions”) into any Invention or otherwise utilizing any such Prior Invention in the course of my employment with the Company, ; and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. I will not incorporate any inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by any third party into any Invention without the Company’s MetroMile, Inc. ‘s prior written permission. I have provided below, in this attached hereto as Exhibit A, a list describing all Prior Inventions that relate to the Company’s current or anticipated business, products, or research and development or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on this Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement.

Pre-Existing Materials. I will inform the Company in writing before incorporating any have attached hereto as Exhibit A, a list describing all inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by me or in which I have an interest prior to, or separate from, my employment business relationship with the Company and which are subject to California Labor Code Section 2870 (attached hereto as Exhibit B), and which relate to the Company’s proposed business, including without limitationproducts, any such inventions that meet the criteria set forth herein under Section G or research and development (“Prior Inventions”) ); or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement. I will inform MetroMile, Inc. in writing before incorporating such Prior Inventions into any Invention or otherwise utilizing any such Prior Invention in the course of my employment business relationship with the Company, and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. I will not incorporate any inventionsinvention, discoveriesimprovement, ideasdevelopment, original works concept, discovery, work of authorship, developments, improvements, trade secrets and authorship or other proprietary information or intellectual property rights owned by any third party into any Invention without the CompanyMetroMile, Inc.’s prior written permission. I have provided below, in this Exhibit A, a list describing all Prior Inventions that relate to the Company’s current or anticipated business, products, or research and development or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on this Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement.

Pre-Existing Materials. I You will inform the Company Employer, in writing writing, before incorporating any inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by me You or in which I You have an interest prior to, or separate from, my Your employment with the CompanyEmployer, including including, without 5 limitation, any such inventions that meet the criteria set forth herein under Prior Invention(s) as defined by Section G (“Prior Inventions”) into any Invention 7(G), or otherwise utilizing any such Prior Invention Invention(s) in the course of my Your employment with the Company, Employer; and the Company Employer is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such incorporated or utilized Prior InventionsInvention(s), without restriction, including, without limitation, as part of of, or in connection with with, such Invention, and to practice any method related thereto. I You will not incorporate any inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by any third party into any Invention without the CompanyEmployer’s prior written permission. I have provided belowAttached hereto, in this as Exhibit A, a list describing all Your Prior Inventions Invention(s) that relate to the CompanyEmployer’s current or anticipated business, products, or research and development or, if no such list is attached, I You represent and warrant that there are no such Prior InventionsInvention(s). Furthermore, I You represent and warrant that if any Prior Inventions Invention(s) are included on this Exhibit A, they will not materially affect my Your ability to perform all obligations under this Agreement.. 

Pre-Existing Materials. I will inform the Company in writing before incorporating any have attached hereto as Exhibit A, a list describing all inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by me or in which I have an interest prior to, or separate from, my employment with the Company and which are subject to California Labor Code Section 2870 (attached hereto as Exhibit B), and which relate to the Company’s proposed business, including without limitationproducts, any such inventions that meet the criteria set forth herein under Section G or research and development (“Prior Inventions”) ); or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement. I will inform MetroMile, Inc. in writing before incorporating such Prior Inventions into any Invention or otherwise utilizing any such Prior Invention in the course of my employment with the Company, and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. I will not incorporate any inventionsinvention, discoveriesimprovement, ideasdevelopment, original works concept, discovery, work of authorship, developments, improvements, trade secrets and authorship or other proprietary information or intellectual property rights owned by any third party into any Invention without the CompanyMetroMile, Inc.’s prior written permission. I have provided below, in this Exhibit A, a list describing all Prior Inventions that relate to the Company’s current or anticipated business, products, or research and development or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on this Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement.​

Pre-Existing Materials. I You will inform the Company Employer, in writing writing, before incorporating any inventions, discoveries, ideas, original works of authorship, 5 developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by me You or in which I You have an interest prior to, or separate from, my Your employment with the CompanyEmployer, including including, without limitation, any such inventions that meet the criteria set forth herein under Prior Invention(s) as defined by Section G (“Prior Inventions”) into any Invention 7(G), or otherwise utilizing any such Prior Invention Invention(s) in the course of my Your employment with the Company, Employer; and the Company Employer is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such incorporated or utilized Prior InventionsInvention(s), without restriction, including, without limitation, as part of of, or in connection with with, such Invention, and to practice any method related thereto. I You will not incorporate any inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by any third party into any Invention without the CompanyEmployer’s prior written permission. I have provided belowAttached hereto, in this as Exhibit A, a list describing all Your Prior Inventions Invention(s) that relate to the CompanyEmployer’s current or anticipated business, products, or research and development or, if no such list is attached, I You represent and warrant that there are no such Prior InventionsInvention(s). Furthermore, I You represent and warrant that if any Prior Inventions Invention(s) are included on this Exhibit A, they will not materially affect my Your ability to perform all obligations under this Agreement.. 

Pre-Existing Materials. I will inform the Company in writing before incorporating any have attached hereto as Exhibit A, a list describing all inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by me or in which I have an interest prior to, or separate from, my employment or engagement with the Company and which relate to the Company’s proposed business, including without limitationproducts, or research and development and not otherwise assigned or licensed to the Company pursuant to any such inventions that meet the criteria set forth herein under Section G Assignment of Technology Agreement or otherwise (“Prior Inventions”) ); or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement. I will inform the Company in writing before incorporating such Prior Inventions into any Invention or otherwise utilizing any such Prior Invention in the course of my employment or engagement with the Company, and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. I will not incorporate any inventionsinvention, discoveriesimprovement, ideasdevelopment, original works concept, discovery, work of authorship, developments, improvements, trade secrets and authorship or other proprietary information or intellectual property rights owned by any third party into any Invention without the Company’s prior written permission. I have provided below, in this Exhibit A, a list describing all Prior Inventions that relate to the Company’s current or anticipated business, products, or research and development or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on this Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement.

Pre-Existing Materials. I Executive will inform the Company in writing before incorporating any inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by me Executive or in which I have Executive has an interest prior to, or separate from, my Executive’s employment with the Company, including including, without limitation, any such inventions that meet are subject to the criteria set forth herein under California Labor Code Section G 2870 (attached hereto as Exhibit B) (“Prior Inventions”) into any Invention or otherwise utilizing any such Prior Invention in the course of my Executive’s employment with the Company, ; and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. I Executive will not incorporate any inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by any third party into any Invention without the Company’s prior written permission. I have provided below, in this Executive has attached hereto as Exhibit A, a list describing all Prior Inventions that relate to the Company’s current or anticipated business, products, or research and development or, if no such list is attached, I represent Executive represents and warrant warrants that there are no such Prior Inventions. Furthermore, I represent Executive represents and warrant warrants that if any Prior Inventions are included on this Exhibit A, they will not materially affect my Executive’s ability to perform all Executive’s obligations under this Agreement.

Pre-Existing Materials. I will inform the Company Company, in writing writing, before incorporating any inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by me or in which I have an interest prior to, or separate from, my employment with the Company, including including, without limitation, any such inventions that meet the criteria set forth herein under Section G 3.G (“Prior Inventions”) into any Invention or otherwise utilizing any such Prior Invention in the course of my employment with the Company, ; and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such incorporated or utilized Prior Inventions, without restriction, including, without limitation, as part of of, or in connection with with, such Invention, and to practice any method related thereto. I will not incorporate any inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by any third party into any Invention without the Company’s prior written permission. I have provided belowattached hereto, in this as Exhibit A, a list describing all Prior Inventions that relate to the Company’s current or anticipated business, products, or research and development or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on this Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement.

Pre-Existing Materials. I will inform the Company in writing before incorporating any have attached hereto as Exhibit A, a list describing all inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by me or in which I have an interest prior to, or separate from, my employment with the Company and which are subject to California Labor Code Section 2870 (attached hereto as Exhibit B), and which relate to the Company’s proposed business, including without limitationproducts, any such inventions that meet the criteria set forth herein under Section G or research and development (“Prior Inventions”) ); or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement. I will inform the Company in writing before incorporating such Prior Inventions into any Invention or otherwise utilizing any such Prior Invention in the course of my employment with the Company, and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. I will not incorporate any inventionsinvention, discoveriesimprovement, ideasdevelopment, original works concept, discovery, work of authorship, developments, improvements, trade secrets and authorship or other proprietary information or intellectual property rights owned by any third party into any Invention without the Company’s prior written permission. I have provided below, in this Exhibit A, a list describing all Prior Inventions that relate to the Company’s current or anticipated business, products, or research and development or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on this Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement.

Pre-Existing Materials. I will inform the Company in writing before incorporating any have attached hereto as Exhibit A, a list describing all inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by me or in which I have an interest prior to, or separate from, my employment with the Company and which are subject to California Labor Code Section 2870 (attached hereto as Exhibit B), and which relate to the Company’s proposed business, including without limitationproducts, any such inventions that meet the criteria set forth herein under Section G or research and development (“Prior Inventions”) ); or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement. I will inform TrueCar in writing before incorporating such Prior Inventions into any Invention or otherwise utilizing any such Prior Invention in the course of my employment with the Company, and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. I will not incorporate any inventionsinvention, discoveriesimprovement, ideasdevelopment, original works concept, discovery, work of authorship, developments, improvements, trade secrets and authorship or other proprietary information or intellectual property rights owned by any third party into any Invention without the CompanyTrueCar’s prior written permission. I have provided below, in this Exhibit A, a list describing all Prior Inventions that relate to the Company’s current or anticipated business, products, or research and development or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on this Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement.

Pre-Existing Materials. I will inform the Company in writing before incorporating any inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by me or in which I have an interest prior to, or separate from, my employment with the Company, including including, without limitation, any such inventions that meet the criteria set forth herein under are subject to California Labor Code Section G 2870 (attached hereto as Exhibit B) (“Prior Inventions”) into any Invention or otherwise utilizing any such Prior Invention in the course of my employment with the Company, ; and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. I will not incorporate any inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by any third party into any Invention without the Company’s prior written permission. I have provided below, in this attached hereto as Exhibit A, a list describing all Prior Inventions that relate to the Company’s current or anticipated business, products, or research and development or, if no such list is attached, I represent and warrant that there are no such Prior Inventions. Furthermore, I represent and warrant that if any Prior Inventions are included on this Exhibit A, they will not materially affect my ability to perform all obligations under this Agreement.

Pre-Existing Materials. I You will inform the Company Employer, in writing writing, before incorporating any inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by me You or in which I You have an interest prior to, or separate from, my Your employment with the CompanyEmployer, including including, without limitation, any such inventions that meet the criteria set forth herein under Prior Invention(s) as defined by Section G (“Prior Inventions”) into any Invention 7(G), or otherwise utilizing any such Prior Invention Invention(s) in the course of my Your employment with the Company, Employer; and 5 the Company Employer is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such incorporated or utilized Prior InventionsInvention(s), without restriction, including, without limitation, as part of of, or in connection with with, such Invention, and to practice any method related thereto. I You will not incorporate any inventions, discoveries, ideas, original works of authorship, developments, improvements, trade secrets and other proprietary information or intellectual property rights owned by any third party into any Invention without the CompanyEmployer’s prior written permission. I have provided belowAttached hereto, in this as Exhibit A, a list describing all Your Prior Inventions Invention(s) that relate to the CompanyEmployer’s current or anticipated business, products, or research and development or, if no such list is attached, I You represent and warrant that there are no such Prior InventionsInvention(s). Furthermore, I You represent and warrant that if any Prior Inventions Invention(s) are included on this Exhibit A, they will not materially affect my Your ability to perform all obligations under this Agreement..