Background IPRs Sample Clauses

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Background IPRs. The Company shall make the Background IPRs available for use in the Project and to the extent necessary for the protection, development and exploitation of the Project IPRs.
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Background IPRs. All rights (including Intellectual Property Rights) and title in and to any Background IPRs will remain the property of the relevant Party. This Agreement does not affect the ownership of any Background IPRs. All rights (including Intellectual Property Rights) and title in and to any Developed IPRs will vest on creation in the Party that developed the Developed IPRs. If a third party (e.g. a student or contractor) is involved in the Project, the Party engaging that third party will ensure that the third party maintains adequate records and assigns any Intellectual Property Rights associated with the Project to the Party in order to give full effect to this clause 56. If any Parties are jointly responsible for developing Developed IPRs, those Developed IPRs will be jointly owned by those Parties with the ownership interest of each Party being proportional to the contribution made by each relevant Party to the Developed IPRs (e.g. inventive or creative contribution). Each Party that owns Developed IPRs will promptly disclose the nature of those Developed IPRs to the other Parties for the purposes of the Project. Developed IPRs that are disclosed under this clause 56.4 will be treated as Confidential Information. Each Party (being a Licensor) grants to the other Parties (being Licensees) a non-exclusive, royalty-free licence for the Term to use the Licensor's: Developed IPRs for the purpose of undertaking the Project; and Background IPRs (subject to any existing obligations to third parties) for the purpose of undertaking the Project and to enable the use of the Developed IPRs under clause 56.5.1, but not for commercial exploitation except if permitted under this clause 5655. Without limiting clause 49.1.3, each Party grants (and must ensure that any relevant third party grants) to the Authority the licence described in clause 57.3 (Developed IPRs) of Annex 2 (Terms and Conditions) to the Grant Agreement. If any Party wishes to commercially exploit Developed IPRs owned by another Party with a broader scope than permitted under clause 56.5, the Parties concerned will enter into good faith commercial discussions to agree on the terms of a non-exclusive licence to use the Developed IPRs, including a royalty and/or other appropriate form of remuneration which is fair and reasonable having regard to: the respective financial and technical contributions of the Parties concerned to the development of the Developed IPRs; the expenses incurred in securing Protection o...
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Background IPRs. Each party and/or its third party licensors retains ownership of all rights, title and interest in its Background IPR and nothing in this Agreement or any SOW shall operate to transfer the ownership of any Background IPR of one party to the other party. Customer grants to Supplier a fully paid-up, non-exclusive, royalty-free licence to use, copy and modify any Customer Background IPRs during the relevant SOW Term including the right to grant sub-licenses to approved subcontractors (including the Agreed Subcontractors), but only to the extent necessary for Supplier to perform its obligations under the applicable SOW (including provision of the Services and Deliverables).
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Background IPRs. The Contractor must declare Background IPRs before the start of performance of tasks and creation of the Results. The information shall include identification of the rights’ owners. With prior written agreement of the Contracting Authority, the Contractor may declare the Background IPRs later but at the latest together with the invoice for payment of the balance. The Contracting Authority may require that the Contractor provide it with relevant and exhaustive evidence of the acquisition of all the necessary Background IPRs together with a presentation of the Result.
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Related to Background IPRs

  • Background IP As between the Parties, each Party will retain all right, title and interest in and to all of its Background IP.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you.

  • Background Intellectual Property “Background Intellectual Property” means property and the legal right therein of either or both parties developed before or independent of this Agreement including inventions, patent applications, patents, copyrights, trademarks, mask works, trade secrets and any information embodying proprietary data such as technical data and computer software. Both parties agree to provide the Background Intellectual Property necessary to complete the objectives of the project. Both parties shall retain all rights to their respective Background Intellectual Property provided for this purpose. Neither party shall assume any rights in the other party’s Background Intellectual Property provided for this project other than the right to use said Background Intellectual Property to achieve the objectives of this project.

  • Foreground IP This subparagraph d. shall not apply to unmodified commercial off‐the‐shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.