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. 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 Foreground IP shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorship that qualify as “work made for hire” as defined by U.S. copyright law, such works shall be deemed to be “works made for hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns to Buyer all right, title and interest in such Foreground IP for no additional charge. 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.
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.
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. 12.1 BioStar acknowledges and agrees that all Foreground IP vests in and is the exclusive property of Biota and save as provided in clause 12.3, BioStar has no right, title or interest whatsoever in or in relation to Foreground IP. To the extent that the Foreground IP does not vest in Biota as a result of the foregoing BioStar undertakes to procure the assignment of such Foreground IP to Biota and to provide all information, execute all documents and do all acts and things necessary or desirable to give effect this clause 12.
12.2 BioStar must disclose to Biota all Foreground IP (except Foreground IP which is discovered by or in conjunction with Biota), as soon as reasonably practicable after becoming aware of that Foreground IP.
12.3 Biota hereby grants BioStar a non-exclusive license to use the Foreground IP to the extent necessary to enable BioStar to exercise its rights under clause 7. BioStar acknowledges that subject to the terms of this Agreement third parties may also be granted by Biota rights to use the Foreground IP.
12.4 Subject to the terms of this Agreement, the parties acknowledge and agree that Biota shall have the exclusive right to commercially exploit and to protect any Foreground IP in whatever manner Biota may choose, including without limitation, licensing of any third party or filing any patent application during or after termination of this Agreement. Except as provided for in this Agreement (including clause 16.
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. ArcherDX will own all rights, title and interest to the Diagnostic Foreground IP and MRK will own all rights, title and interest to the Compound Foreground IP. All rights, title and interest to any other Foreground IP, if any, will be owned jointly by the Parties in equal parts.
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.