Common use of Pre-Existing Materials Clause in Contracts

Pre-Existing Materials. Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by Consultant or in which Consultant has an interest (i) Consultant shall inform the Company, in writing, before incorporating such invention, improvement, development, concept, discovery or other proprietary information into any Invention; and (ii) the Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide, transferable license (with the right to sublicense) to make, have made, modify, use, sell and/or import such item as part of or in connection with such Invention. In addition, Consultant agrees that Consultant will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designees, all Consultant’s right, title and interest in and to any Inventions created within three (3) years after the termination of this Agreement that are based upon or derived from Confidential Information, and Consultant agrees that such Inventions are and shall be the sole and exclusive property of the Company. Nothing in the preceding sentence shall be construed to limit Consultant’s obligations under Section 2 (“Confidentiality”) of this Agreement. Consultant shall not incorporate any invention, improvement development, concept, discovery or other proprietary information owned by any third party into any Invention without Company’s prior written permission.

Pre-Existing Materials. Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by Consultant or in which Consultant has an interest (i) Consultant shall inform the Company, in writing, before incorporating such invention, improvement, development, concept, discovery or other proprietary information into any Invention; and (ii) the Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide, worldwide transferable license (with the right to sublicense) to make, have made, modify, use, sell and/or import such item as part of or in connection with such Invention. In addition, Consultant agrees that Consultant will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designees, all Consultant’s right, title title, and interest in and to any Inventions created within three (3) years after the termination of this Agreement that are based upon or derived from Confidential Information, and Consultant agrees that such Inventions are and shall be the sole and exclusive property of the Company. Nothing in the preceding sentence shall be construed to limit Consultant’s obligations under Section 2 (“Confidentiality”) of this Agreement. Consultant shall not incorporate any invention, improvement improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without Company’s 's prior written permission.

Pre-Existing Materials. Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by Consultant or in which Consultant consultant has an interest (i) Consultant shall inform the Companycompany, in writing, before incorporating such invention, improvement, development, concept, discovery or other proprietary information into any Invention; and (ii) the Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide, worldwide transferable license (with the right to sublicense) to make, have made, modify, use, sell and/or import such item as part of or in connection with such Invention. In addition, Consultant agrees that Consultant will promptly make full written disclosure to the Companycompany, will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designees, all Consultant’s right, title and interest in and to any Inventions created within three (3) years after the termination of this Agreement that are based upon or derived from Confidential Information, and Consultant agrees that such Inventions are and shall be the sole and exclusive property of the Company. Nothing in the preceding sentence shall be construed to limit Consultant’s obligations under Section 2 (“Confidentiality”) of this Agreement. Consultant shall not incorporate any invention, improvement development, concept, discovery or other proprietary information owned by any third party into any Invention without Company’s prior written permission.

Pre-Existing Materials. Attached as Exhibit B is a list describing with particularity all inventions, improvements, developments, concepts, discoveries or other proprietary information which were (i) made by Consultant prior to becoming a consultant to the Company and (ii) could reasonably be deemed to be in or related to the business of the Company (collectively referred to as “Prior Inventions”), which belong solely to Consultant or belong to Consultant jointly with another, which relate in any way to any of the Company’s proposed businesses, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, Consultant represents that there are no such Prior Inventions. Subject to Section 3(a), Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention developed hereunder under this Agreement any invention, improvement, development, concept, discovery or other proprietary information Prior Invention owned by Consultant or in which Consultant has an interest interest, (i) Consultant shall will inform the Company, in writing, writing before incorporating such invention, improvement, development, concept, discovery or other proprietary information Prior Invention into any Invention; , and (ii) the Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide, transferable worldwide license (with the right to sublicense) to make, have made, modify, use, use and sell and/or import such item Prior Invention as part of or in connection with such Invention. In addition, Consultant agrees that Consultant will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designees, all Consultant’s right, title and interest in and to any Inventions created within three (3) years after the termination of this Agreement that are based upon or derived from Confidential Information, and Consultant agrees that such Inventions are and shall be the sole and exclusive property of the Company. Nothing in the preceding sentence shall be construed to limit Consultant’s obligations under Section 2 (“Confidentiality”) of this Agreement. Consultant shall not incorporate any invention, improvement improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without Company’s prior written permission.

Pre-Existing Materials. Consultant agrees that if, if in the course of performing the Services, Consultant incorporates into any Invention developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by Consultant or in which Consultant has an interest interest, (i) Consultant shall inform the Company, in writing, writing before incorporating such invention, improvement, development, concept, discovery or other proprietary information into any Invention; and (ii) the Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide, transferable worldwide license (with the right to sublicense) to make, have made, modify, use, use and sell and/or import such item as part of or in connection with such Invention. In addition, Consultant agrees that Consultant will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assigns assign to the Company, or its designees, all Consultant’s right, title title, and interest in and to any Inventions created within three (3) years after the termination of this Agreement that are based upon or derived from Confidential Information, and Consultant agrees that such Inventions are and shall be the sole and exclusive property of the Company. Nothing in the preceding sentence shall be construed to limit Consultant’s obligations under Section 2 (“Confidentiality”) of this Agreement. Consultant understands and agrees that the decision whether or not to commercialize or market any Invention is within the Company’s sole discretion and for the Company’s sole benefit and that no royalty will be due to Consultant as a result of the Company’s efforts to commercialize or market any Invention. Consultant shall not incorporate any invention, improvement improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without Company’s prior written permission.

Pre-Existing Materials. Attached as Exhibit B is a list describing with particularity all inventions, improvements, developments, concepts, discoveries or other proprietary information which were (i) made by Consultant prior to becoming a Consultant to the Company and (ii) could reasonably be deemed to be in or related to the business of the Company (collectively referred to as “Prior Inventions”),which belong solely to Consultant or belong to Consultant jointly with another, which relate in any way to any of the Company’s proposed businesses, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, Consultant represents that there are no such Prior Inventions. Subject to Section 3(a), Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention developed hereunder under this Agreement any invention, improvement, development, concept, discovery or other proprietary information Prior Invention owned by Consultant or in which Consultant has an interest interest, (i) Consultant shall will inform the Company, in writing, writing before incorporating such invention, improvement, development, concept, discovery or other proprietary information Prior Invention into any Invention; , and (ii) the Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide, transferable worldwide license (with the right to sublicense) to make, have made, modify, use, use and sell and/or import such item Prior Invention as part of or in connection with such Invention. In addition, Consultant agrees that Consultant will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designees, all Consultant’s right, title and interest in and to any Inventions created within three (3) years after the termination of this Agreement that are based upon or derived from Confidential Information, and Consultant agrees that such Inventions are and shall be the sole and exclusive property of the Company. Nothing in the preceding sentence shall be construed to limit Consultant’s obligations under Section 2 (“Confidentiality”) of this Agreement. Consultant shall not incorporate any invention, improvement improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without Company’s prior written permission.

Pre-Existing Materials. Attached as Exhibit B is a list describing with particularity all inventions, improvements, developments, concepts, discoveries or other proprietary information which were (i) made by Consultant prior to becoming a Consultant to the Company and (ii) could reasonably be deemed to be in or related to the business of the Company (collectively referred to as “Prior Inventions”), which belong solely to Consultant or belong to Consultant jointly with another, which relate in any way to any of the Company’s proposed businesses, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, Consultant represents that there are no such Prior Inventions. Subject to Section 3(a), Consultant agrees that if, in the course of performing the Services, Consultant incorporates into any Invention developed hereunder under this Agreement any invention, improvement, development, concept, discovery or other proprietary information Prior Invention owned by Consultant or in which Consultant has an interest interest, (i) Consultant shall will inform the Company, in writing, writing before incorporating such invention, improvement, development, concept, discovery or other proprietary information Prior Invention into any Invention; , and (ii) the Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide, transferable worldwide license (with the right to sublicense) to make, have made, modify, use, use and sell and/or import such item Prior Invention as part of or in connection with such Invention. In addition, Consultant agrees that Consultant will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designees, all Consultant’s right, title and interest in and to any Inventions created within three (3) years after the termination of this Agreement that are based upon or derived from Confidential Information, and Consultant agrees that such Inventions are and shall be the sole and exclusive property of the Company. Nothing in the preceding sentence shall be construed to limit Consultant’s obligations under Section 2 (“Confidentiality”) of this Agreement. Consultant shall not incorporate any invention, improvement improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without Company’s prior written permission.