Prior Materials Clause Samples
The "Prior Materials" clause defines the ownership and permitted use of materials, documents, or intellectual property that existed before the start of the current agreement. Typically, it clarifies that any such materials brought into the project by either party remain the property of the original owner and are not transferred or licensed unless explicitly stated. This clause ensures that pre-existing assets are protected from unintended transfer or use, thereby preventing disputes over intellectual property rights and maintaining clear boundaries between new and prior work.
Prior Materials. If the Executive utilizes or incorporates any Prior Materials (as defined below) in connection with or into any Company Property or any business, operation, products or services of any of the Company or the Company Entities, (i) the Executive shall inform the Company of such utilization or incorporation, in writing, in advance of such utilization or incorporation, and (ii) whether or not the Executive complies with the foregoing provision, to the maximum extent permitted by applicable law, the Company and the Company Entities are hereby granted a nonexclusive, fully-paid up, royalty-free, perpetual, irrevocable, worldwide license (including the right to sublicense for multiple tiers) under the Prior Materials and all intellectual property rights therein to use, execute, reproduce, transmit, display, perform, prepare derivative works based upon and distribute (internally and externally) copies of any and all Prior Materials and derivative works thereof, to use, make, sell, offer to sell, import and export any and all products, methods and services, and to perform any and all activities that may constitute direct or indirect infringement of any of the intellectual property rights in the Prior Materials. “Prior Materials” means any and all inventions, improvements, developments, formulas, procedures, methods, processes, techniques, concepts, discoveries, works of authorship and other information and materials owned by the Executive or in which the Executive has an interest, including listed on Exhibit D. Executive shall provide Exhibit D, to be attached to this Agreement no later than November 30, 2020.
Prior Materials. During my employment or service with the Company, if I cause any Prior Materials (defined below) to be utilized or incorporated in connection with or into any Company Inventions or any business, operation, research, products or services of the Company or any of its Affiliates, I shall notify the Company of such utilization or incorporation, in writing, in advance of such utilization or incorporation and obtain the Company’s prior written consent. For such Prior Materials (whether or not I comply with the foregoing notification and consent requirements) and for any Company Inventions not solely and exclusively owned by the Company, to the maximum extent permitted by applicable law, I grant the Company and its Affiliates a nonexclusive, fully-paid up, royalty-free, perpetual, irrevocable, sublicensable (for multiple tiers), transferable license throughout the universe under and to such Prior Materials and the Company Inventions to internally and externally reproduce, prepare derivative works based upon, display, perform, distribute, use, make, sell, offer to sell, import, and exploit all works, materials, products, methods and services. The term “Prior Materials” means any and all Inventions owned or controlled by me or in which I have an interest as well as all Proprietary Rights therein.
Prior Materials. For any Prior Materials (as defined below) utilized or incorporated in connection with or into any Company Property or any business, operation, research, products or services of the Company or any Company Entity, (i) Executive shall inform the Company of such utilization or incorporation, in writing, in advance of such utilization or incorporation, and (ii) whether or not Executive complies with the foregoing provision, to the maximum extent permitted by applicable law, the Company is hereby granted a nonexclusive, fully-paid up, royalty-free, perpetual, irrevocable, sublicensable (for multiple tiers), transferable license throughout the world and the universe under and to the Prior Materials and all intellectual property and proprietary rights therein to internally and externally reproduce, prepare derivative works based upon, display, perform, distribute, use, make, sell, offer to sell, transfer, rent, lease, lend, import, export, execute, stream, produce, transmit, retransmit, brand, advertise, merchandise and exploit any and all Prior Materials, copies, derivative works, products, methods and services. “Prior Materials” means any and all inventions, improvements, developments, formulas, procedures, methods, processes, techniques, concepts, discoveries, works of authorship, information and materials owned by Executive or in which Executive has an interest.