Identification of the background Clause Samples

The 'Identification of the background' clause serves to clearly define and acknowledge the pre-existing knowledge, intellectual property, or resources that each party brings to an agreement. In practice, this clause typically lists or describes specific technologies, data, patents, or know-how that were developed independently of the current collaboration and are not subject to the terms of the new agreement. By formally identifying these background assets, the clause helps prevent disputes over ownership and use of pre-existing materials, ensuring that only new developments or jointly created assets are governed by the agreement.
Identification of the background. 1. Beneficiaries shall contribute to the action by making available the background. In case the background belongs to a third party and its use was granted to the beneficiary under a license agreement, the beneficiary shall obtain from that third party all the rights allowing use of the background in conformity with this grant agreement. 2. The background referred to in paragraph 1 shall be identified by the beneficiary prior to the signature of this grant agreement together with information about its origin, ownership and a detailed description as well as any legal restrictions relating to the use of such background of which the beneficiary is aware. A list summarising the identified background shall form part of this grant agreement as Annex V. 3. Any other background identified after the signature of this grant agreement by a beneficiary, shall be added to the list referred to in paragraph 2. The beneficiary shall justify why the existence of such background could not be invoked prior to his signature of this grant agreement. 4. If the background is confidential, it must be marked so and special measures shall be agreed between the beneficiaries and Fusion for Energy to preserve its confidentiality.
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Identification of the background. 6.1.1 Beneficiaries shall identify and agree the Background in writing in : Such annex or appendix shall be deemed the “Agreement on Background” pursuant to Article 24 of the Grant Agreement. 6.1.2 After the signature of the Grant Agreement and during the Action, each Beneficiary may identify additional Background. The Beneficiary shall identify such additional Background in writing by filling in the form set out in Appendix 5 and sending it to the other Beneficiaries and [Insert appropriate governance body]. Filling in such appendix shall constitute an amendment to the Consortium Agreement. 6.1.3 The Background identified in accordance with Clauses 6.1.1 and 6.1.2 of this Consortium Agreement shall be subject to the Access Rights pursuant to Clauses 8.2.1 (Background for implementation) and 8.2.2. (Background for Research Use) of the Consortium Agreement. For the avoidance of a doubt, anything which is not identified pursuant to Clauses 6.1.1 and
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Related to Identification of the background

  • Identification of Data a. All Background, Third Party Proprietary and Controlled Government Data provided by Disclosing Party shall be identified in the Annex under which it will be provided. b. NASA software and related Data provided to Partner shall be identified in the Annex under which it will be used. Notwithstanding H.4., Software and related Data will be provided to Partner under a separate Software Usage Agreement (SUA). Partner shall use and protect the related Data in accordance with this Article. Unless the SUA authorizes retention, or Partner enters into a license under 37 C.F.R. Part 404, the related Data shall be disposed of as instructed by NASA.

  • Identification When performing work on District property, Contractor shall be in appropriate work attire (or uniform, if applicable) at all times. If Contractor does not have a specific uniform, then Contractor shall provide identification tags and/or any other mechanism the District in its sole discretion determines is required to easily identify Contractor. Contractor and its employees shall (i) display on their clothes the above-mentioned identifying information and (ii) carry photo identification and present it to any District personnel upon request. If Contractor cannot produce such identification or if the identification is unacceptable to District, District may provide at its sole discretion, District-produced identification tags to Contractor, costs to be borne by Contractor.

  • Identification Cards Identification (“ID”) cards are issued by Us for identification purposes only. Possession of any ID card confers no right to services or benefits under this Contract. To be entitled to such services or benefits, Your Premiums must be paid in full at the time that the services are sought to be received.

  • Identification of Goods Identification of the goods shall not be deemed to have been made until both Buyer and Seller have agreed that the goods in question are to be appropriate to the performance of this Agreement.

  • Identification and Protection of Confidential Information Article 1, section 24, of the Florida Constitution, guarantees every person access to public records, and section 119.011, F.S., provides a broad definition of “public record.” As such, records submitted to the Department (or any other State agency) are public records and are subject to disclosure unless exempt from disclosure by law. If the Contractor considers any portion of a record it provides to the Department (or any other State agency) to be trade secret or otherwise confidential or exempt from disclosure under Florida or federal law (“Confidential Information”), the Contractor shall mark as “confidential” each page of a document or specific portion of a document containing Confidential Information and simultaneously provide the Department (or other State agency) with a separate, redacted copy of the record. The Contractor shall state the basis of the exemption that the Contractor contends is applicable to each portion of the record redacted, including the specific statutory citation for such exemption. The Contractor shall only redact portions of records that it claims contains Confidential Information. If the Contractor fails to mark a record it claims contains Confidential Information as “confidential,” or fails to submit a redacted copy in accordance with this section of a record it claims contains Confidential Information, the Department (or other State agency) shall have no liability for release of such record. The foregoing will apply to every instance in which the Contractor fails to both mark a record “confidential” and redact it in accordance with this section, regardless of whether the Contractor may have properly marked and redacted the same or similar Confidential Information in another instance or record submitted to the Department (or any other State agency). In the event of a public records request, to which records the Contractor marked as “confidential” are responsive to the request, the Department shall provide the Contractor- redacted copy to the requestor. If the Contractor has marked a record as “confidential” but failed to provide a Contractor-redacted copy to the Department, the Customer may notify the Contractor of the request and the Contractor may have up to ten (10) Business Days from the date of the notice to provide a Contractor-redacted copy, or else the Department may release the unredacted record to the requestor without liability. If the Department provides a Contractor- redacted copy of the documents and the requestor asserts a right to the Contractor-redacted Confidential Information, the Department shall promptly notify the Contractor such an assertion has been made. The notice will provide that if the Contractor seeks to protect the Contractor-redacted Confidential Information from release it must, within thirty (30) days after the date of the notice and at its own expense, file a cause of action seeking a declaratory judgment that the information in question is exempt from section 119.07(1), F.S., or other applicable law and an order prohibiting the Department from publicly disclosing the information. The Contractor shall provide written notice to the Department of any cause of action filed. If the Contractor fails to file a cause of action within thirty (30) days the Department may release the unredacted copy of the record to the requestor without liability. If the Department is requested or compelled in any legal proceeding to disclose documents that are marked as “confidential” (whether by oral questions, interrogatories, requests for information or documents, subpoena, or similar process), unless otherwise prohibited by law, the Department shall give the Contractor prompt written notice of the demand or request prior to disclosing any Confidential Information to allow the Contractor to seek a protective order or other appropriate relief at the Contractor’s sole discretion and expense. If the Contractor fails to take appropriate and timely action to protect the Confidential Information contained within documents it has marked as “confidential” or fails to provide a redacted copy that may be disclosed, the Department may provide the unredacted records in response to the demand without liability. The Contractor shall protect, defend, and indemnify the Department for all claims, costs, fines, settlement fees, and attorneys’ fees, at both the trial and appellate levels, arising from or relating to the Contractor’s determination that its records contain Confidential Information. In the event of a third-party claim brought against the Department for failure to release the Contractor’s redacted Confidential Information, the Contractor shall assume, at its sole expense, the defense or settlement of such claim, including attorney’s fees and costs at both the trial and appellate levels. If the Contractor fails to continuously undertake the defense or settlement of such claim or if the Contractor and Department mutually agree that the Department is best suited to undertake the defense or settlement, the Department will have the right, but not the obligation, to undertake the defense or settlement of such claim, at its discretion. The Contractor shall be bound by any defense or settlement the Department may make as to such claim, and the Contractor agrees to reimburse the Department for the expense, including reasonable attorney’s fees and costs at both the trial and appellate levels associated with any defense or settlement that the Department may undertake to defend Contractor’s Confidential Information. The Department will also be entitled to join the Contractor in any third-party claim for the purpose of enforcing any right of indemnity under this section. If at any point the Department is reasonably advised by its counsel that disclosure of the Confidential Information is required by law, including but not limited to Florida’s public records laws, the Department may disclose such Confidential Information without liability hereunder.