Common use of Prior Proprietary Rights Clause in Contracts

Prior Proprietary Rights. Proprietary Rights, if any, patented or unpatented, which Employee made prior to the commencement of Employee’s employment or engagement with the Partnership are excluded from the scope of this Agreement. To preclude any possible uncertainty, Employee has set forth on Annex A, attached hereto, a complete list of all Proprietary Rights that 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 Employee’s employment or engagement with the Partnership, that Employee considered to be Employee’s property or the property of third parties and that Employee wishes to have excluded from the scope of this Agreement (collectively, “Prior Proprietary Rights”). If disclosure of any such Prior Proprietary Right would cause Employee to violate any prior confidentiality agreement, Employee understands that Employee is not to list such Prior Proprietary Rights in Annex A but is only to disclose a cursory name for each such Proprietary Right, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such Proprietary Rights has not been made for that reason. If no such disclosure is attached, Employee represents that there are no Prior Proprietary Rights. If, in the course of Employee’s employment or engagement with the Partnership, Employee incorporates a Prior Proprietary Right into a Partnership product, process or machine, the Partnership is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, transferable, worldwide license (with rights to sublicense through multiple tiers of sublicenses) to make, have made, modify, use and sell such Prior Proprietary Right. Notwithstanding the foregoing, Employee agrees that Employee will not incorporate, or permit to be incorporated, Prior Proprietary Rights in any Inventions of the Partnership without the Partnership’s prior written consent.