Common use of Prior Developments Clause in Contracts

Prior Developments. 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 disclosed on Exhibit A a complete list of all Developments that Employee has, or has caused to be, alone or jointly with others, conceived, reduced to practice, created or developed prior to the commencement of Employee’s employment by the Company, in which Employee has an ownership interest or which Employee has a license to use, and that Employee wishes to have excluded from the scope of this Agreement (collectively referred to as “Prior Developments”). If no Prior Developments are listed on Exhibit A, Employee warrants that there are no Prior Developments. If, in the course of Employee’s employment with the Company, Employee utilizes a Prior Development in Employee’s work for the Company, Employee hereby grants the Company a nonexclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple 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, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Prior Development.

Prior Developments. 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 disclosed on Exhibit A a complete list of all Developments that Employee has, or has caused to be, alone or jointly with others, made, conceived, reduced to practice, created or developed certain Developments prior to the commencement of Employee’s employment by the Company, in which Employee has an ownership interest or which Employee has a license to use, and that Employee wishes to have excluded from the scope of this Agreement (collectively referred to as “Prior Developments”). If no Prior Developments are listed on Exhibit A, Employee warrants that there are no Prior Developments. If, in the course of Employee’s employment with the Company, Employee utilizes a Prior Development in Employee’s work for the Company, Employee hereby grants the Company a nonexclusivenon-exclusive, perpetual, fully-paid and royalty-free, non-transferable, irrevocable and worldwide license, with rights to sublicense through multiple 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, use, sell, import, offer for sale, and exercise any and all present or future rights in, sale such Prior Development, but solely to the extent necessary for the operation of the Company’s business.

Prior Developments. 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). The Employee has disclosed set forth on Exhibit A Appendix “A” (Previous Developments) attached hereto 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 practicepractice or caused to be conceived, created developed or developed reduced to practice prior to the commencement of the Employee’s employment by with the Company, in which that the Employee has an ownership interest considers to be the Employee’s own property or which Employee has a license to usethe 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 no 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 are listed on 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 warrants represents that there are no Prior Developments. If, in the course of the Employee’s employment engagement by or with the Company, the Employee utilizes incorporates a Prior Development in Employee’s work for the Company, Employee hereby grants 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, irrevocable and worldwide license, free license (with rights to sublicense through multiple levels tiers 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, usemodify, sell, import, offer for sale, use and exercise any and all present or future rights in, 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.