Deswik Background IP Clause Samples
The 'Deswik Background IP' clause defines and protects the intellectual property that Deswik owned or developed prior to entering into the current agreement, or that it develops independently outside the scope of the agreement. This clause typically clarifies that any pre-existing software, tools, methodologies, or other proprietary materials remain the exclusive property of Deswik, regardless of their use or integration in the project. By establishing clear ownership boundaries, the clause ensures that Deswik retains its rights to its foundational IP, preventing any unintended transfer or dilution of its proprietary assets during collaboration.
Deswik Background IP. (a) The Client acknowledges that it does not own any rights (including Intellectual Property Rights) in Deswik’s Background IP.
(b) In particular, all Intellectual Property Rights in the Software are owned by Deswik, and nothing in this Agreement assigns the Client any Intellectual Property Rights in the Software.
(c) Subject to third party rights, Deswik grants to the Client a non-exclusive license to use Deswik’s Background IP (excluding the Software) to:
(i) receive the Services during the Term; and
(ii) use the Deliverables for the Client’s internal business purposes.
(d) For clarity:
(i) the license contemplated by clause 7.1(d) includes the right for the Client to use the Deliverables to provide a service to third party clients of the Client, but does not permit the Client to resupply the Services to third parties;
(ii) the Software will be provided on the terms set out in the ▇▇▇▇;
(iii) any improvements, modifications or developments that Deswik makes to the Software in connection with the Services (‘Improvements’), are the exclusive property of Deswik and the Client agrees to take all necessary steps to ensure all right, title and interest in any such Improvements, including the Intellectual Property Rights, vest in Deswik; and
(iv) use of Intellectual Property Rights relating to any Software Support and Maintenance Services will be governed by the terms of the Software Support and Maintenance Agreement.
(e) All Intellectual Property Rights in the Proposal are owned by Deswik.
Deswik Background IP. (a) The Client acknowledges that it does not own any rights (including Intellectual Property Rights) in Deswik’s Background IP.