Background IP Clause Samples
A Background IP clause defines and protects intellectual property that a party owns or controls prior to entering into an agreement or that is developed independently outside the scope of the current project. In practice, this clause ensures that any patents, copyrights, trademarks, or other IP brought into a collaboration remain the property of the original owner, and are not automatically transferred or shared with other parties involved in the agreement. Its core function is to prevent disputes over ownership of pre-existing intellectual property and to clarify the boundaries between what is contributed to the project and what remains proprietary to each party.
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Background IP. As between the Parties, each Party will retain all right, title and interest in and to all of its Background IP.
Background IP. Seller shall retain ownership of all IP owned or developed by Seller prior to the effective date of or outside the scope of this Contract (“Background IP”). Seller grants to Buyer an irrevocable, nonexclusive, sublicensable, perpetual, paid-up, royalty-free, worldwide license (i) to use, reproduce, distribute, modify, and prepare derivative works of such Background IP and (ii) to use, make, have made, offer for sale, sell, distribute and import products and services that incorporate or embody such Background IP, in each case solely as necessary for the purpose of exploiting Buyer’s rights in the Goods or Foreground IP. Seller grants to Buyer such license rights for any purpose in the event Buyer cancels all or part of this Contract for Seller default in accordance with the “Cancellation for Default” Article of this Contract or in the event Buyer, in its own judgment, must provide Seller with design, manufacturing, or on-site support substantially in excess of what is required of Buyer under this Contract in order for Seller to comply with this Contract.
Background IP any intellectual property rights owned or created by or on their behalf of a party and whether in existence prior to the Effective Date and/or created thereafter independently of this Agreement.
Background IP. The PARTIES agree that each PARTY shall retain all title, right and interest in and to its respective INTELLECTUAL PROPERTY RIGHTS, as of the date of entry into force of this Agreement (the “BACKGROUND IP”). Unless otherwise agreed herein, nothing in this Agreement shall be construed as a transfer, license, and/or assignment by a PARTY to the other PARTY of ownership of, title, right or interest in and to its respective BACKGROUND IP.
Background IP. Each Party shall retain ownership of intellectual property rights existing as of the Effective Date, or developed or acquired independently of the Research Program, and nothing in this Agreement shall assign any ownership to the other Party with respect to such intellectual property rights.
Background IP. Neither party shall, by virtue of this Agreement, acquire rights to Inventions, copyrights, technical information, or tangible property concurrently created or acquired outside of this Agreement or that are owned by the other party prior to entering into this Agreement, including any background technology required to practice Inventions. Such rights may or may not be available for licensing.
Background IP. Subject always to the rights and licenses expressly granted under this Agreement, each Party would, at all times and as between the Parties, continue to own all rights, title and interest in and to any and all Know-How and Intellectual Property that it owned or Controlled prior to the Effective Date, or which it generates, or to which it obtains rights, outside of this Agreement or outside of the Licenses (“Background IP”) on or after the Effective Date.
Background IP. 8.1 Except as otherwise stated herein, each Party shall retain all right, title and interest in its respective Background IP, including the right to license and assign its rights therein. Except as expressly granted in this Agreement, including Sections 8.2, 8.3, and 8.4, nothing in this Agreement shall give either Party any rights, by license or otherwise, expressly, impliedly or otherwise, to the other Party’s Background IP, nor shall the sale, lease or other disposal by either Party of any products or processes covered by GLOBALFOUNDRIES IP, Everspin IP, and/or JOINT IP be construed as granting to the purchaser of such processes or products any license, express or implied, under any patents of either Party other than those included in GLOBALFOUNDRIES IP, Everspin IP, and/or JOINT IP. Other than the rights and licenses explicitly granted in this Agreement, each Party reserves all rights to its intellectual property and products. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Joint Development Agreement Everspin/GLOBALFOUNDRIES CONFIDENTIAL Between Everspin and GLOBALFOUNDRIES
8.2 With respect to Background IP, each Party grants to the other Party, during the term of this Agreement, a world-wide, royalty-free, non-exclusive, non-transferable, limited license, without the right to sublicense, under such Party’s Background IP solely to the extent required for the other Party to perform the Joint Development Work allocated to it under an SOW.
8.3 With respect to Background IP, which Background IP is owned or controlled by Everspin and which Background IP pertains to the STT-MRAM technologies, including without limitation the semiconductor process enablement information to be developed and/or furnished in the course of performing the Joint Development Work under this Agreement, subject to GLOBALFOUNDRIES compliance with its payment obligations set forth in Section 17, Everspin hereby grants and will grant and will cause to be granted a world-wide, non-exclusive, non-transferable, perpetual, irrevocable license to GLOBALFOUNDRIES under such Background IP as needed for GLOBALFOUNDRIES to practice the Foreground IP to (i) design, develop, manufacture, use, sell, offer to sell, lease, import and otherwise dispose of Discrete STT-MRAM Devices for only Everspin, Everspin customers a...
Background IP. Any Intellectual Property rights of a party that came into effect prior to the signing of this Agreement will remain the sole and exclusive property of that party and will not be transferred to the other party unless by written agreement.
Background IP. Customer owns all rights, title, and interest in Customer’s Background IP. Google owns all rights, title, and interest in Google’s Background IP. Customer grants Google a license to use Customer’s Background IP to perform the Services (with a right to sublicense to Google Affiliates and subcontractors). Except for the license rights under Sections 3.2 (Google Technology) and 3.3 (Deliverables), neither party will acquire any right, title, or interest in the other party’s Background IP under this Services Schedule.