Common use of Intellectual Property and License Clause in Contracts

Intellectual Property and License. 5.1.1 Vendor shall retain sole and exclusive ownership of all Intellectual Property, including any new, improved or derivative Intellectual Property, developed or created by Vendor (including Vendor’s other contractors, subcontractors and suppliers) during the course of the performance of this Agreement, and Intellectual Property related to or derived from Vendor’s Intellectual Property (“Vendor IP”). Bechtel shall not derive, acquire, or develop any * Confidential Treatment Requested Intellectual Property from Vendor IP or information supplied by Vendor to Bechtel pursuant to the Scope of Work, including the Work Product. In the event Bechtel or Bechtel Responsible Parties develops Intellectual Property which is based on, derived from, or incorporates any Vendor IP, the Scope of Work or Work Product provided by Vender under this Agreement (whether permitted or not), Bechtel shall promptly disclose it to Vendor in writing and hereby grants to Vendor a royalty free, fully paid up, exclusive, non-revocable, transferable perpetual license to use such derivative Intellectual Property, including a right to sublicense to third parties. 5.1.2 Vendor hereby grants to Bechtel a non-exclusive, perpetual, royalty-free, non-revocable, transferable (only to the Approved ▇▇▇▇▇▇▇ Group and provided that the scope of the transferees’ use does not exceed the license use granted herein) license, with full rights to sublicense to any member of the Approved ▇▇▇▇▇▇▇ Group the rights granted hereunder (“License”), to use, copy, duplicate, reproduce, modify or have modified (collectively, “Use”) any part of the Scope of Work and the Work Product and to use, copy, duplicate, reproduce, modify or have modified all of Vendor’s IP which is incorporated into the Scope of Work and the Work Product, all solely in connection with ▇▇▇▇▇▇▇’▇ performance of work for Owner pursuant to the E&C Contract. 5.1.3 In the event of a Vendor event of default as set forth in Section 16.2, Vendor hereby grants to Bechtel a License to manufacture, complete and otherwise Use any part of the Scope of Work and the Work Product, including all Vendor’s IP which is incorporated into the Scope of Work and the Work Product, solely for the purposes of ▇▇▇▇▇▇▇’▇ performance of work for Owner pursuant to the E&C Contract. 5.1.4 Bechtel agrees to obtain the consent of Vendor before conveying any of Vendor’s Pre-Existing or New IP to any member of the Approved ▇▇▇▇▇▇▇ Group, such consent not to be unreasonably withheld, unless such member of the Approved ▇▇▇▇▇▇▇ Group has executed a written confidentiality agreement with Bechtel or Owner with respect thereto. 5.1.5 Physical copies of the Work Product prepared for or by Vendor for Bechtel during the performance of the Scope of Work shall become the property of Bechtel. Vendor shall have the right to retain and use copies of the Work Product and the information contained therein and shall retain ownership of all Vendor IP rights related thereto, subject to the License set forth above. Bechtel shall not acquire any rights to any of Vendor’s or any Vendor Responsible Parties’ proprietary computer software that may be used in connection with the Scope of Work or Work Product. Vendor shall have the right to retain and use copies of the Work Product and the information contained therein in connection with its business activities worldwide.