Common use of INTELLECTUAL Clause in Contracts

INTELLECTUAL. PROPERTY For purposes of this Purchase Order, the term “Intellectual Property Rights” means all inventions, patents, utility patents, design patents, trade secrets, trademarks, service marks, trade dress, industrial designs, mask works, copyrights, know-how, software, data base rights and other proprietary rights; “Background Intellectual Property Rights” means the Intellectual Property Rights of either Buyer or Seller existing before the date an applicable Purchase Order is received by Seller, as well as any improvements thereto, excluding the Foreground Intellectual Property Rights; and “Foreground Intellectual Property Rights” means any and all Intellectual Property Rights developed for incorporation into the Goods that are either developed by Buyer alone, by ▇▇▇▇▇ and ▇▇▇▇▇▇ jointly, or by Seller alone as requested by ▇▇▇▇▇ in connection with any Purchase Order, but excluding Background Intellectual Property Rights. Each party will retain exclusive ownership of its Background Intellectual Property Rights. Buyer does not transfer to Seller any of its Background Intellectual Property Rights, and Seller may not use the Buyer’s Background Intellectual Property Rights other than to produce and supply Goods to Buyer. Notwithstanding the other provisions of this Section 18, Seller grants Buyer any Background Intellectual Property Rights of Seller only to the extent that Buyer and its customers have the right to resell Goods or incorporateGoods purchased from Seller intofinished goods and to sell the same. All Foreground Intellectual Property Rights will be owned by Buyer. Seller hereby confirms the same and assigns to Buyer all of Seller’s right, title and interest in and to all Foreground Intellectual Property Rights. To the extent that any Foreground Intellectual Property Rights are copyrightable works or works of authorship (including computer programs, technical specifications, documentation and manuals), Seller assigns to Buyer the exclusive rights of use thereto. Seller may only use the Foreground Intellectual Property Rights to produce and supply Goods to Buyer.

INTELLECTUAL. PROPERTY For purposes of this Purchase Order, the term “Intellectual Property Rights” means all inventions, patents, utility patents, design patents, trade secrets, trademarks, service marks, trade dress, industrial designs, mask works, copyrights, know-how, software, data base rights and other proprietary rights; “Background Intellectual Property Rights” means the Intellectual Property Rights of either Buyer or Seller existing before the date an applicable Purchase Order is received by Seller, as well as any improvements thereto, excluding the Foreground Intellectual Property Rights; and “Foreground Intellectual Property Rights” means any and all Intellectual Property Rights developed for incorporation into the Goods that are either developed by Buyer alone, by ▇▇▇▇▇ Buyer and ▇▇▇▇▇▇ Seller jointly, or by Seller alone as requested by ▇▇▇▇▇ Buyer in connection with any Purchase Order, but excluding Background Intellectual Property Rights. Each party will retain exclusive ownership of its Background Intellectual Property Rights. Buyer does not transfer to Seller any of its Background Intellectual Property Rights, and Seller may not use the Buyer’s Background Intellectual Property Rights other than to produce and supply Goods to Buyer. Notwithstanding the other provisions of this Section 1817, Seller grants Buyer any Background Intellectual Property Rights of Seller only to the extent that Buyer and its customers have the right to resell Goods or incorporateGoods purchased from Seller intofinished goods and to sell the same. All Foreground Intellectual Property Rights will be owned by Buyer. Seller hereby confirms the same and assigns to Buyer all of Seller’s right, title and interest in and to all Foreground Intellectual Property Rights. To the extent that any Foreground Intellectual Property Rights are copyrightable works or works of authorship (including computer programs, technical specifications, documentation and manuals), Seller assigns to Buyer the exclusive rights of use thereto. Seller may only use the Foreground Intellectual Property Rights to produce and supply Goods to Buyer.

INTELLECTUAL. PROPERTY For purposes of this Purchase Order, the term “Intellectual Property Rights” means all inventions, patents, patents (including utility patents, patents and design patents), trade secrets, trademarks, service marks, trade dress, industrial designs, mask works, copyrights, know-how, software, data base rights and other proprietary rights; “Background Intellectual Property Rights” means the Intellectual Property Rights of either Buyer or Seller existing before the date an applicable Purchase Order is received by Seller, as well as any improvements thereto, excluding the Foreground Intellectual Property Rights; and “Foreground Intellectual Property Rights” means any and all Intellectual Property Rights developed for incorporation into the Goods that are either developed by Buyer ▇▇▇▇▇ alone, by ▇▇▇▇▇ and ▇▇▇▇▇▇ Seller jointly, or by Seller alone as requested by ▇▇▇▇▇ Buyer in connection with any Purchase Order, but excluding Background Intellectual Property Rights. Each party will retain exclusive ownership of its Background Intellectual Property Rights. Buyer does not transfer to Seller any of its Background Intellectual Property Rights, and Seller may not use the Buyer’s Background Intellectual Property Rights same other than to produce and supply Goods to Buyer. Notwithstanding the other provisions of Except as stated in this Section 1819, Seller grants does not transfer to Buyer any Background Intellectual Property Rights of Seller, except that Seller only grants to the extent that Buyer and its customers have the right to resell Goods or incorporateGoods incorporate Goods purchased from Seller intofinished into finished goods and to sell the same. All Foreground Seller grants to Buyer an irrevocable, non-exclusive, worldwide, perpetual license, with the right to grant sublicenses, to use Seller’s Background Intellectual Property Rights to produce, use, sell and to obtain, from alternate sources, products and services similar to the Goods (including relatedsystemsand components); provided, however, that Buyermaynot use the foregoing license until this Purchase Order is terminated or has expired. Therewill be no feeforthislicense. All Foreground IntellectualPropertyRights will be owned by Buyer. Seller hereby confirms the same and assigns to Buyer all of Seller’s right, title and interest in and to all Foreground Intellectual Property Rights. To the extent that any Foreground Intellectual Property Rights are copyrightable works or works of authorship (including computer programs, technical specifications, documentation and manuals), Buyer and Seller assigns to Buyer agree that they are “works made for hire” as that term is used in connection with the exclusive rights of use theretoU.S. Copyright Act. Seller may only use the Foreground Intellectual Property Rights to produce and supply Goods to Buyer. Seller warrants that Goods do not and will not infringe upon, violate or misappropriate the Intellectual Property Rights of any third party and waives any claim against the Buyer Parties (defined in Section 21 below), including any hold- harmless or similar claim, whether known or unknown, contingent or latent, in any way related to a claim asserted against Seller or Buyer for infringement of any Intellectual Property Rights.