Background Technology Clause Samples

Background Technology. Exhibit B hereto lists any and all technology that (i) Consultant intends to use in performing the services hereunder, (ii) is either owned solely by Consultant or licensed to Consultant with a right to sublicense and (iii) is in existence in the form of a writing or working prototype prior to the date of this Agreement ("Background Technology").

Background Technology. Except as otherwise set forth herein, each Party shall retain ownership or Control, as the case may be, over its Background Technology. The owner of any patentable Background Technology shall have the right, at its option and expense, to prepare, file and prosecute in its own name any patent applications with respect to such Background Technology and to maintain any patents issued thereon.

Background Technology. As used in this Agreement, the term “Background Technology” means all Inventions developed by Contractor other than in the course of providing services to Company hereunder and all Inventions acquired or licensed by Contractor that Contractor uses in performing services under this Agreement or incorporates into Work Product (defined below). Contractor will disclose any Background Technology in the SOW in which Contractor proposes to use or incorporate such Background Technology. If no Background Technology is disclosed in an SOW, Contractor warrants that it will not use Background Technology or incorporate it into Work Product provided pursuant thereto. Notwithstanding the foregoing, Contractor agrees that it will not incorporate into Work Product or otherwise deliver to Company any software code licensed under 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 the Work Product or any source code owned or licensed by Company.

Background Technology. As used in this Agreement, the term “Background Technology” means (i) all Inventions developed by Consultant other than in the course of providing Services to Company hereunder and (ii) all Proprietary Rights owned by Consultant or a third party that Consultant uses in performing Services under this Agreement or incorporates into Work Product (defined below). Consultant will disclose any Background Technology in the SOW in which Consultant proposes to use or incorporate such Background Technology or otherwise in writing to the Company. If no Background Technology is disclosed in an SOW or disclosed in writing to the Company, Consultant warrants that Consultant will not use Background Technology or incorporate it into Work Product provided pursuant thereto.

Background Technology. If Contractor intends to use any technology or inventions that are already in existence and do not belong to SLC (“Background Technology”) in performing the Services, Contractor must attach a written description of that technology to this Agreement. Contractor (1) represents that Contractor has the right to incorporate any Background Technology that is incorporated into the SLC Work Product without incurring any obligations to or violating any rights of third parties; and (2) hereby grants SLC a non-exclusive, irrevocable, perpetual, worldwide, paid up and royalty-free license, with rights to sublicense through multiple levels of sublicensees, to make, use, sell, reproduce, create derivative works of, distribute, publicly perform and publicly display by all means now known or later developed any Background Technology incorporated or used in the SLC Work Product for the purpose of developing and marketing SLC products.

Background Technology. Freelancer will disclose in the Engagement terms any Background Technology which Freelancer proposes to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If Freelancer discloses no Background Technology, Freelancer warrants that it will not incorporate any Background Technology into Work Product provided pursuant thereto. Freelancer will separately provide, with each delivery of Work Product to Client, a bill of materials that identifies all Background Technology and other third-party materials that have been incorporated into the Work Product and provides, for each item of Background Technology identified, (a) the name and any associated version number, (b) the applicable license or licensing terms, (c) whether the item has been modified by Freelancer, and (d) how the item has been incorporated into, is used by, or is relied upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the Engagement terms, Freelancer agrees that it will not incorporate into Work Product or otherwise deliver to Client any software code for which the use or distribution of the code will create (or purport to create) obligations for Client to grant any rights or immunities under Client intellectual property to a third-party, including without limitation any obligation that the Work Product or Client software combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in source code form, (y) be licensed for the purpose of making derivative works, or (z) be redistributable at no charge.

Background Technology. Subject to the rights granted under Section 4.1, (i) Artiva will retain all rights, title, and interests in and to Artiva Background Technology, (ii) Affimed will retain all rights, title, and interests in and to Affimed Background Technology, and (iii) each Party will retain its joint rights, title and interest in and to all Joint Background Patents and Joint Background Know-How.

Background Technology. All Alexion Background Technology shall continue to be owned or Controlled by Alexion, and all XOMA Background Technology shall continue to be owned or Controlled by XOMA.

Background Technology. Each party shall retain full ownership of its Background.