Common use of Prior Developments Clause in Contracts

Prior Developments. The Employee has set forth on Appendix “A” (Previous Developments) attached hereto a complete list of all Developments that the Employee has, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of the Employee’s employment with the Company, that the Employee considers to be the Employee’s own property or the property of third parties, and that the Employee wishes to have excluded from the scope of this Agreement (collectively referred to as “Prior Developments”). If disclosure of any such Prior Development would cause the Employee to violate any prior confidentiality agreement, the Employee understands that he/she is not to list such Prior Developments in Exhibit “A” but is only to disclose a cursory name for each such Development, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such Developments has not been made for that reason. If no such disclosure is attached, the Employee represents that there are no Prior Developments. If, in the course of the Employee’s engagement by or with the Company, the Employee incorporates a Prior Development into an the Company product, process, service, software, or machine, the Company is hereby granted and shall have a nonexclusive, perpetual, irrevocable, worldwide, fully-paid and royalty-free license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Development. Notwithstanding the foregoing, the Employee agrees that he/she will not incorporate, or permit to be incorporated, Prior Developments in any the Company Developments without the Company’s prior written consent.

Appears in 1 contract

Sources: Employment Agreement (Canopy Growth Corp)

Prior Developments. The Employee agrees that Employee will not incorporate, or permit to be incorporated, Prior Developments (defined below) in any Company Developments without the Company’s prior written consent. In addition, Employee agrees that Employee will not incorporate into any Company software or otherwise deliver to the Company any software code licensed under any open source software license (including the GNU GPL or LGPL or any other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by the Company) other than as permitted by and consistently with the Company’s policy for uses of such software code or as otherwise expressly authorized by the Company by prior written approval. Employee has set forth disclosed on Appendix “A” (Previous Developments) attached hereto Exhibit A a complete list of all Developments relating to the business of the Companies (or any of them) that the Employee has, or has caused to be, alone or jointly with others, conceived, developed or reduced to practice practice, created or caused to be conceived, developed or reduced to practice prior to the commencement of the Employee’s employment with by the Company, that the in which Employee considers has an ownership interest or which Employee has a license to be the Employee’s own property or the property of third partiesuse, and that the Employee wishes to have excluded from the scope of this Agreement (collectively referred to as “Prior Developments”). If disclosure of any such Prior Development would cause the Employee to violate any prior confidentiality agreement, the Employee understands that he/she is not to list such no Prior Developments in are listed on Exhibit A” but is only to disclose a cursory name for each such Development, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such Developments has not been made for that reason. If no such disclosure is attached, the Employee represents warrants that there are no Prior Developments. If, in the course of the Employee’s engagement by or employment with the Company, the Employee incorporates utilizes a Prior Development into an or a Non-Company Development (as defined in Section 2.9 below) in Employee’s work for the Company, Employee hereby grants the Company product, process, service, software, or machine, the Company is hereby granted and shall have a nonexclusivenon-exclusive, perpetual, irrevocable, worldwide, fully-paid and royalty-free license (free, irrevocable and worldwide license, with rights to sublicense through multiple tiers levels of sublicensees) , to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, modifyuse, use sell, import, offer for sale, and sell exercise any and all present or future rights in, such Prior Development or Non-Company Development. Notwithstanding the foregoing, the Employee agrees that he/she will not incorporate, or permit to be incorporated, Prior Developments in any the Company Developments without the Company’s prior written consent.

Appears in 1 contract

Sources: Executive Employment Agreement (Terrestrial Energy Inc. /DE/)

Prior Developments. The Employee agrees that Employee will not incorporate, or permit to be incorporated, Prior Developments (defined below) in any Company Developments without the Company’s prior written consent. In addition, Employee agrees that Employee will not incorporate into any Company software or otherwise deliver to the Company any software code licensed under any open source software license (including the GNU GPL or LGPL or any other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by the Company). Employee has set forth disclosed on Appendix “A” (Previous Developments) attached hereto Exhibit A a complete list of all Developments that the Employee has, or has caused to be, alone or jointly with others, conceived, developed or reduced to practice practice, created or caused to be conceived, developed or reduced to practice prior to the commencement of the Employee’s employment with by the Company, that the in which Employee considers has an ownership interest or which Employee has a license to be the Employee’s own property or the property of third partiesuse, and that the Employee wishes to have excluded from the scope of this Agreement (collectively referred to as “Prior Developments”). If disclosure of any such Prior Development would cause the Employee to violate any prior confidentiality agreement, the Employee understands that he/she is not to list such no Prior Developments in are listed on Exhibit A” but is only to disclose a cursory name for each such Development, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such Developments has not been made for that reason. If no such disclosure is attached, the Employee represents warrants that there are no Prior Developments. If, in the course of the Employee’s engagement by or employment with the Company, the Employee incorporates utilizes a Prior Development into an in Employee’s work for the Company, Employee hereby grants the Company product, process, service, software, or machine, the Company is hereby granted and shall have a nonexclusive, perpetual, irrevocable, worldwide, fully-paid and royalty-free license (free, irrevocable and worldwide license, with rights to sublicense through multiple tiers levels of sublicensees) , to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, modifyuse, use sell, import, offer for sale, and sell exercise any and all present or future rights in, such Prior Development. Notwithstanding the foregoing, the Employee agrees that he/she will not incorporate, or permit to be incorporated, Prior Developments in any the Company Developments without the Company’s prior written consent.

Appears in 1 contract

Sources: Executive Employment Agreement (Inspirato Inc)

Prior Developments. The Employee has set forth agrees that Employee will not incorporate, or permit to be incorporated, Prior Developments (defined below) in any Company Developments without the Company’s prior written consent. In addition, Employee agrees that Employee will not incorporate into any Company software or otherwise deliver to the Company any software code licensed under any open source software license (including the GNU GPL or LGPL or any other license that, by its terms, requires or conditions the use or distribution of such code on Appendix “A” (Previous Developments) attached hereto a complete list the disclosure, licensing, or distribution of all Developments that any source code owned or licensed by the Company). Employee has, or has caused to be, alone or jointly with others, made, conceived, developed or reduced to practice practice, created or caused to be conceived, developed or reduced to practice certain Developments prior to the commencement of the Employee’s employment with by the Company, that the in which Employee considers has an ownership interest or which Employee has a license to be the Employee’s own property or the property of third partiesuse, and that the Employee wishes to have excluded from the scope of this Agreement (collectively referred to as “Prior Developments”). If disclosure of any such Prior Development would cause the Employee to violate any prior confidentiality agreement, the Employee understands that he/she is not to list such Prior Developments in Exhibit “A” but is only to disclose a cursory name for each such Development, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such Developments has not been made for that reason. If no such disclosure is attached, the Employee represents that there are no Prior Developments. If, in the course of the Employee’s engagement by or employment with the Company, the Employee incorporates utilizes a Prior Development into an in Employee’s work for the Company, Employee hereby grants the Company product, process, service, software, or machine, the Company is hereby granted and shall have a nonexclusivenon-exclusive, perpetual, irrevocable, worldwide, fully-paid and royalty-free license (free, non-transferable, irrevocable and worldwide license, with rights to sublicense through multiple tiers levels of sublicensees) , to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, modifyuse, use and sell sell, import, offer for sale such Prior Development. Notwithstanding , but solely to the foregoing, extent necessary for the Employee agrees that he/she will not incorporate, or permit to be incorporated, Prior Developments in any the Company Developments without operation of the Company’s prior written consentbusiness.

Appears in 1 contract

Sources: Executive Employment Agreement (Inspirato Inc)