Background covered Clause Samples
The "Background covered" clause defines which pre-existing intellectual property, knowledge, or materials are included under the agreement for use by the parties. Typically, this clause specifies what background information or assets each party brings to the collaboration, such as proprietary technology, software, or know-how, and clarifies the extent to which these can be used or accessed during the project. Its core function is to prevent disputes by clearly delineating what background resources are available and under what conditions, ensuring all parties understand their rights and obligations regarding pre-existing assets.
Background covered. Beneficiaries may define the background needed for the purposes of the project in a written agreement and, where appropriate, may agree to exclude specific background9.
Background covered. In accordance with and subject to the provisions of the EC-GA, any Party may enter in Attachment 1 any specific Background excluded from the obligation to grant Access Rights in accordance with the provisions of this Consortium Agreement. All other Background except that listed in Attachment 1 shall be available for the granting of Access Rights in accordance with the provisions of this Consortium Agreement.
Background covered. OPTION 1: 9.
1.1 The Parties shall identify in the Attachment 1 the Background to which they are ready to grant Access Rights, subject to the provisions of this Consortium Agreement and the EC-GA. Such identification may be done by e.g. - subject matter and possibly in addition by - naming a specific department of a Party 9.
1.2 The owning Party may add further Background to Attachment 1 during the Project by written notice. However, only the General Assembly can permit a Party to withdraw any of its Background from Attachment 1. 9.
1.3 The Parties agree that all Background not listed in Attachment 1 shall be explicitly excluded from Access Rights. The Parties agree, however, to negotiate in good faith additions to Attachment 1 if a Party asks them to do so and those are needed. For the avoidance of doubt, the owner is under no obligation to agree to additions of his Background to Attachment 1. 9.
1.4 In addition, if a Party wishes to list specific Background as excluded, it shall identify such Background in the Attachment 2. The owning Party may withdraw any of its Background from Attachment 2 during the Project by written notice. However, only the General Assembly can permit a Party to add Background to Attachment 2. OPTION 2: In accordance with and subject to the provisions of the EC-GA, any Party may enter in Attachment 2 any specific Background excluded from the obligation to grant Access Rights in accordance with the provisions of this Consortium Agreement. All other Background except that listed in Attachment 2 shall be available for the granting of Access Rights in accordance with the provisions of this Consortium Agreement. OPTION 1: Uses a positive list, so only the Background listed is subject to Access Rights of other Parties, all other Background is therefore excluded from access. Legally speaking there consequently is no need to further exclude anything not on the list, but it may in some cases be helpful for maximum transparency towards the partners to clearly state that some specific piece of background is not available to them –see 9.1.4. Another use for that clause can be to specify e.g. that while you have listed all the know-how of your department X in Attachment 1, you wish to exclude their patents A, B and C – but in order to avoid confusion we recommend specifying this already in Attachment 1 or at least making a reference to Attachment 2 (“we include all knowledge of Department X except the items listed in Attachment 2”. It is vital...
Background covered. The Parties shall identify in the Attachment 1 the Background to which they are ready to grant Access Rights, subject to the provisions of this Consortium Agreement and the Grant Agreement. Such identification may be done by e.g. - naming a specific department of a Party - and/or by subject matter. The owning Party may add further Background to Attachment 1 during the Project by written notice. However, only the Steering Committee can permit a Party to withdraw any of its Background from Attachment 1. The Parties agree that all Background not listed in Attachment 1 shall be explicitly excluded from Access Rights. They agree, however, to negotiate in good faith additions to Attachment 1 if a Party asks them to do so and those are needed. For the avoidance of doubt, the owner is under no obligation to agree to additions of his Background to Attachment 1. In addition, if a Party wishes to exclude specific Background, it shall list such Background in the Attachment 2. The owning Party may withdraw any of its Background from Attachment 2 during the Project by written notice. However, only the Steering Committee can permit a Party to add Background to Attachment 2.
Background covered. 9.1.1 The Parties shall identify in the Attachment 1 the Background to which they are ready to grant Access Rights, subject to the provisions of this Consortium Agreement and the EC-GA.
9.1.2 The owning Party may add further Background to Attachment 1 during the Project by written notice. However, only the General Assembly can permit a Party to withdraw any of its Background from Attachment 1.
9.1.3 The Parties agree that all Background not listed in Attachment 1 shall be explicitly excluded from Access Rights. The Parties agree, however, to negotiate in good faith additions to Attachment 1 if a Party asks them to do so and those are needed. For the avoidance of doubt, the owner is under no obligation to agree to additions of his Background to Attachment 1.
9.1.4 In addition, if a Party wishes to list specific Background as excluded, it shall identify such Background in the Attachment 2. The owning Party may withdraw any of its Background from Attachment 2 during the Project by written notice. However, only the General Assembly can permit a Party to add Background to Attachment 2.
Background covered. In accordance with and subject to the provisions of the Contract, any Party may enter in Attachment 2 any specific Background excluded from the obligation to grant Access Rights in accordance with the provisions of this Partnership Agreement. All other Background except that listed in Attachment 2 shall be available for the granting of Access Rights in accordance with the provisions of this Partnership Agreement.
Background covered. The beneficiary may define the background needed for the purposes of the project and, where appropriate, may exclude specific background10.
Background covered. 9.1.1 The Parties shall identify in the Attachment 1 the Background to which they are ready to grant Access Rights, subject to the provisions of this Consortium Agreement and the EC-GA. Such identification may be done by e.g. - subject matter and possibly in addition by - naming a specific department of a Party
9.1.2 The owning Party may add further Background to Attachment 1 during the Project by written notice. However, only the General Assembly can permit a Party to withdraw any of its Background from Attachment 1.
9.1.3 The Parties agree that all Background not listed in Attachment 1 as well as that which a Party is, by reasons of contractual commitment or otherwise unable to include as being subject to Access Rights, shall be explicitly excluded from Access Rights. The Parties agree, however, to negotiate in good faith additions to Attachment 1 if a Party, who is not the owner, asks them to do so and those are needed. For the avoidance of doubt, the owner is under no obligation to agree to additions of his Background to Attachment 1.
9.1.4 In addition, if a Party wishes to list specific Background as excluded, it shall identify such Background in the Attachment 2. The owning Party may withdraw any of its Background from Attachment 2 during the Project by written notice. However, only the General Assembly can permit a Party to add Background to Attachment 2.
Background covered. 9.1.1 The Parties shall identify in the Attachment 1 the Background to which they are ready to grant Access Rights, subject to the provisions of this Consortium Agreement and the EC-GA. Such identification may be done by e.g. subject matter, confidentiality status or possibly in addition by naming a specific department of a Party 9.
Background covered. 9.1.1 The Parties shall identify in the [Attachment 1] the Background to which they shall grant Access Rights, and may update the Attachment 1 during the term of this ITD Consortium Agreement.
9.1.2 However, A Party may decide to withdraw Background from [Attachment 1] provided that:
(i) such Party provides the other Parties with a prior written notice to that effect, and
(ii) In the event any of the withdrawn Background has been used by a Party, the owning Party will be obliged to continue to grant a license of such Background to such Party as if such withdrawn Background remained available for use under the Consortium.
9.1.3 The Parties agree that all background not listed in [Attachment 1] shall be explicitly excluded from Access Rights.