Preexisting Developments Clause Samples
The Preexisting Developments clause defines and distinguishes any intellectual property, materials, or inventions that a party created prior to entering into the current agreement. It typically requires each party to identify and disclose such preexisting works, ensuring they are not mistakenly treated as deliverables or as subject to the agreement’s ownership or licensing terms. This clause’s core function is to prevent disputes over ownership by clearly separating prior work from new work created under the contract.
Preexisting Developments. 5.1 On the last page of this Agreement I have identified all Developments not assigned by section 4 in which I have any right, title, or interest, and which were previously made or conceived solely or jointly by me, or written wholly or in part by me, but neither published nor filed in any patent office, whether or not previously identified to Active Voice.
5.2 If I do not have any to identify, I have written "none" on this line: NONE. (Note: It is in your interest to establish that any of the ----- above were made, conceived, or written before your employment by Active Voice. You should not disclose them in detail, but identify them only by the titles and dates of documents describing them.)
5.3 In the event (and to the extent) that any work product produced by me and delivered to Active Voice for use by Active Voice or its customers contains any items or elements which may be proprietary to me or any of my suppliers, I hereby grant to Active Voice an irrevocable, perpetual, non-exclusive, royalty-free, worldwide license to reproduce, distribute copies of, prepare derivative works based on, display, and perform the work product, and to authorize others to do any of the foregoing.
Preexisting Developments. Employee must notify management of any and all inventions, discoveries, developments, improvements, and trade secrets which have been made or conceived or first reduced to practice by Employee alone or jointly with others prior to employment with the Company that Employee desires to remove from the operation of this Agreement. If Employee does not so notify management, Employee represents that he/she has made no inventions, improvements, developments, or improvements at the time of signing this Agreement that are to be removed from the operation of this Agreement.
Preexisting Developments. Employee must notify management of any and all inventions, discoveries, developments, improvements, and trade secrets which have been made or conceived or first reduced to practice by Employee alone or jointly with others prior to employment with Employer or during his/her employment but which does not fall within the assignable developments described in Section 12(a) and which Employee desires to remove from the operation of this Agreement. If Employee does not so notify management, Employee represents that he/she has made no inventions, improvements, developments, or improvements at the time of signing this Agreement that are to be removed from the operation of this Agreement. If Employee fails to make any required disclosure or breaches any term of Section 12(a), Employee agrees that any applicable limitations periods shall be tolled and shall not run as to any claim, right, or cause of action Employer may have relating to such disclosure or breach that would have been discovered had the required disclosure been made, until such time as Employer obtains actual knowledge of the facts giving rise to its claim.
Preexisting Developments. Employee must notify management of any and all inventions, discoveries, developments, improvements, and trade secrets which have been made or conceived or first reduced to practice by Employee alone or jointly with others prior to employment with Employer or during his employment but which does not fall within the assignable developments described in Section 12(a) and which Employee desires to remove from the operation of this Agreement. If Employee does not so notify management, Employee represents that he has made no inventions, improvements, or developments at the time of signing this Agreement that are to be removed from the operation of this Agreement. If Employee fails to make any required disclosure or breaches any term of Section 12(a), Employee agrees that any applicable limitations periods shall be tolled and shall not run as to any claim, right, or cause of action Employer may have relating to such disclosure or breach that would have been discovered had the required disclosure been made, until such time as Employer obtains actual knowledge of the facts giving rise to its claim.
Preexisting Developments. Employee must notify management of any and all inventions, discoveries, developments, improvements, and trade secrets which have been made or conceived or first reduced to practice by Employee alone or jointly with others prior to employment with the Company that Employee desires to remove from the operation of this Agreement. If Employee does not so notify management, Employee represents that he has made no inventions, improvements or developments at the time of signing this Agreement that are to be removed from the operation of this Agreement. This Agreement does not apply to an invention that qualifies fully as a nonassignable invention under the provisions of Section 2870 of the California Labor Code. Employee acknowledges that he has reviewed the notification in Exhibit B and agrees that his signature acknowledges receipt of the notification.