Background Materials Clause Samples
The 'Background Materials' clause defines and identifies any pre-existing materials, documents, or intellectual property that a party brings into a project or agreement. Typically, this clause specifies what constitutes background materials, clarifies ownership, and outlines how these materials may be used or incorporated into the deliverables. For example, a software developer might list proprietary code libraries as background materials to ensure they retain ownership and control over them. The core function of this clause is to prevent disputes over ownership and usage rights by clearly distinguishing between pre-existing assets and new work created under the agreement.
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Background Materials. Consultant agrees that if in the course of performing the Services, Consultant incorporates into any Inventions developed hereunder any background materials owned by Consultant or in which Consultant has an interest (“Background Materials”), (i) Consultant shall inform the Company, in writing before incorporating such Background Materials into any Inventions; and (ii) the Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, use and sell such Background Materials as part of or in connection with such Inventions. Consultant shall not incorporate any Background Materials owned by any third party into any Inventions without the Company’s prior written permission.
Background Materials. During the Term, Opthea will provide Investors with [***]. For clarity, Opthea will remain the sole owner of, and will retain all right, title and interest in, to and under all Background Materials, including all Intellectual Property related thereto, and the Background Materials will be Confidential Information of Opthea.
Background Materials. Supplier will not include any Background Materials in the Custom Software or Paid Work Product without Verizon’s prior written consent (an express identification of such Background Materials within the applicable Authorization Letter shall be acceptable as Verizon’s consent for such purpose). For all Background Material used or included in Custom Software or Paid Work Product, Supplier grants to Verizon a royalty free, non-exclusive transferable, sublicensable irrevocable worldwide license to Use such Background Material except as set forth in an Authorization Letter. As used herein, to Use the Background Material means to use, display, perform, modify, enhance, reproduce and make derivative works for any purpose.
Background Materials. ONI collected, and with respect to documents prepared by ONI, prepared the Background Materials in good faith. Without limiting the effectiveness of any qualification contained in any other representation or warranty in this Article III, the Background Materials constitute all documents and written materials in ONI’s possession (and in the possession of the Company and the Project Companies) containing material information (exclusive of documents that contain information duplicative of information contained or incorporated in any other Background Materials) relating to the Company, the Projects and the Project Companies, and the Background Materials, when taken as a whole, do not contain any untrue statement of a material fact concerning the Company or the Projects or the Project Companies and the transactions contemplated by this Agreement. ONI has not Knowingly omitted any material fact from the Background Materials, which would be necessary to make the statements and information contained in the Background Materials, when taken in their entirety, not misleading. Notwithstanding anything in this Section 3.30, no representation or warranty is made with respect to any Background Materials that are in the nature of projections other than that (i) they were prepared in good faith and on the basis of assumptions that were considered reasonable by ONI at the time made, and (ii) to the extent prepared on or after January 24, 2012 (which ONI acknowledges includes the Base Case Model), ONI continues to consider to be reasonable in all material respects. The copies of the documents listed on Schedule 3.30 that are contained in the Dataroom are true, correct and complete copies thereof.
Background Materials. Except as set forth in Section 4.22 of the Seller Disclosure Letter, to the Knowledge of the Sellers, the factual information posted by the Sellers to the Electronic Data Room, taken as a whole, is accurate and correct (or, where appropriate, estimated in good faith) in all material respects; provided, that no representation or warranty is made with regard to (i) information posted by the Sellers to the Electronic Data Room which was prepared by non-Affiliates of the Sellers or (ii) projections or other forward-looking statements posted by the Seller to the Electronic Data Room, and the Buyers acknowledge that they are not relying on any of the foregoing.
Background Materials. Consultant agrees that if in the course of performing the Services, Consultant incorporates into any Company Invention developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by Consultant or in which Consultant has an interest, (i) Consultant shall inform Company, in writing before incorporating such invention, improvement, development, concept, discovery or other proprietary information into any Invention; and (ii) the Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, use and sell such item as part of or in connection with such Invention. Consultant shall not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Company Invention without Company's prior written permission.
Background Materials i. A letter requesting a performance review in consideration for tenure/promotion in rank; and
ii. Current Curriculum Vitae (CV).
Background Materials. 2.5.1.1 Promptly following the Effective Date, PB will provide SFJ with all copies of documents and information Controlled by PB that SFJ, acting in good faith, identifies as reasonably necessary for SFJ to perform its Development Program responsibilities hereunder (the “Background Materials”), except to the extent the provision of any such documents is otherwise provided for in this Agreement. For clarity, PB will remain the sole owner of, and will retain all right, title and interest in, to and under all Background Materials, including all Intellectual Property thereto, and the Background Materials will be PB Confidential Information.
2.5.1.2 If, during the Development Term, any additional documents and/or information that PB Controls are reasonably necessary for the performance of SFJ’s Development Program responsibilities, SFJ may request such documents and/or information (with reasonable specificity) from PB, and PB will provide such documents and/or information as reasonably necessary to SFJ (and such documents will be deemed Background Materials).
Background Materials. Buyer is experienced and knowledgeable in the oil and gas business and is aware of its risks. Buyer has been afforded the opportunity to examine the Records and materials made available to it by Seller in Seller’s offices with respect to the Assets (the “Background Materials”). The Background Materials include files, or copies thereof, that Seller has used in its normal course of business and may include other information about the Assets that Seller has compiled or generated. Buyer acknowledges that Seller has not made any representations or warranties as to the Background Materials except as provided in Article 6 and that Buyer may not rely on any of Seller’s estimates with respect to reserves, the value of Assets, projections as to future events or other internal analyses or forward looking statements.
Background Materials. During the Development Term, Apellis will reasonably promptly provide SFJ with copies of material documents, data and information Controlled by Apellis which are reasonably requested by SFJ and reasonably useful or necessary for SFJ to evaluate the Product and Development Program (the “Background Materials”). For clarity, Apellis will remain the sole owner of, and will retain all right, title and interest in, to and under all Background Materials, including all Intellectual Property related thereto, and subject to Article 11, the Background Materials will be Apellis Confidential Information. For the avoidance of doubt, Background Materials shall be Confidential Information of Apellis and subject to the restrictions set forth in Article 11.