Foreground IP Clause Samples
The Foreground IP clause defines the ownership and rights associated with intellectual property that is created or developed during the course of a project or collaboration. Typically, this clause specifies which party will own new inventions, designs, software, or other IP generated as a direct result of the joint work, distinguishing it from pre-existing (Background) IP. For example, if two companies collaborate on developing a new technology, the Foreground IP clause will clarify who holds the rights to the resulting patents or software code. Its core function is to prevent disputes by clearly allocating ownership and usage rights for newly created intellectual property, ensuring all parties understand their entitlements and obligations.
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Foreground IP. The following subparagraphs of this paragraph e shall not apply to any Services to the extent their development was funded by the U.S. Government.
i. All IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorship, such works shall be works made for hire with the copyrights vesting in Buyer. Seller hereby transfers, conveys, and assigns all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyer. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing.
ii. Seller will, 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, 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. Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇, with respect to executing any such written instruments.
iii. Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as permitted under this Contract. Seller shall not, without Buyer’s prior written consent, use Foreground IP or such derivative works in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtain...
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.
Foreground IP. The Parties use the FOREGROUND IP at their own risk. A Party using any of the FOREGROUND IP shall, to the fullest extent permitted by the applicable law, defend, indemnify and hold the other Party harmless against third party claims (including but not limited to claims based on mandatory product liability law) which are based on the Party’s use of the FOREGROUND IP.
Foreground IP. (a) Except as set forth below, ownership of all Foreground IP shall follow inventorship.
(b) As between the Parties, any Foreground IP generated, developed, conceived or reduced to practice (constructively or actually) specifically in connection with the development or manufacture of any Licensed Product (“Licensed Product IP”) shall be solely and exclusively owned by Licensor. Licensee shall promptly disclose all Licensed Product IP to Licensor in writing as soon as practicable following reduction to practice. For clarity, Licensed Product IP shall be included in the Licensed Technology.
(c) As additional consideration for the favorable financial terms and rights granted to Licensee hereunder, Licensee agrees to assign to Licensor, and hereby assigns to Licensor, from the moment of creation, all of Licensee’s right, title and interest, in and to any Licensed Product IP generated, developed, conceived or reduced to practice (constructively or actually) by or on behalf of Licensee, its Affiliates and any Sublicensees, including their employees, agents and contractors, whether alone or jointly with Licensor and any of its Affiliates, including their employees, agents and contractors, including all Intellectual Property Rights therein.
Foreground IP. 10.2.1. All Foreground IP (whether created solely by the Collaborator or jointly with JTC) from the Research Project shall be jointly owned by the Collaborator and JTC in equal undivided shares and by the Parties in accordance with the provisions of this Agreement.
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 except as set forth in subparagraph (iv) below.
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.
Foreground IP. 5.2.1 All right, title and interest in all Affimed Improvements shall be owned by Affimed, irrespective of whose Party’s employees or contractors have made or developed the relevant Affimed Improvement. Artiva hereby
Foreground IP. As between the Parties, subject to any rights or licenses expressly granted by one Party to the other Party under this Agreement:
(a) Company is and will be the sole owner of all Program Foreground IP and will retain all of its rights, title and interests thereto. Maze (and its Affiliates) will and does hereby assign to Company all of its rights, title and interests in and to any Program Foreground IP, and Company will and does hereby accept such assignment.
(b) Company is and will be the sole owner of all Company Other Foreground IP and will retain all of its rights, title and interests thereto.
(c) Maze is and will be the sole owner of all Maze Other Foreground IP and will retain all of its rights, title and interests thereto.
(d) Company and Maze will jointly own all Joint Other Foreground IP on an equal and undivided basis, including all rights, title and interests thereto. Without limiting the generality of the foregoing, all determinations of inventorship under this Agreement will be made in accordance with U.S. patent law.
Foreground IP. 2.1 All Foreground IP is to be jointly and severally owned by the Parties or Participants except where it was developed solely by one Party and as a result each party shall have the right to apply for patent protection in its own name, without accounting. Pursuant to any patent granted thereon the Party owning a resulting Patent shall each have the right to exploit any such patent and to grant licenses thereunder to the other Parties or third parties and to assign its rights therein without accounting to or requiring the consent of the other Parties hereto.
2.2 If a Party is seeking to file a patent application, it is solely responsible for any related expense. If the election is to jointly file then all expenses incurred in obtaining and maintaining such jointly owned patent shall be shared equally by its co-owners, but if either owner elects not to file a patent application in any country, the other shall have the right to obtain and maintain a patent in that country at its sole expense and shall have full control of the prosecution and maintenance thereof, even though title shall remain joint as aforesaid.
2.3 For greater certainty, IBM is permitted to commercialize Foreground IP under licenses granted in this Agreement.
2.4 Ownership by Participants in Foreground IP will be determined as set out in the Participants Agreement in Appendix “B”.
Foreground IP. (a) Except as set forth below, ownership of all Foreground IP shall follow inventorship.
(b) As between the Parties, any Foreground IP generated, developed, conceived or reduced to practice (constructively or actually) specifically in connection with the development or manufacture of any Licensed Product shall be solely and exclusively owned by Licensee.