Joint Foreground Sample Clauses

The "Joint Foreground" clause defines how intellectual property or results that are created collaboratively by two or more parties during the course of a project are to be owned and managed. Typically, this clause specifies that such jointly developed results are co-owned by the contributing parties, and it may outline the rights each party has to use, license, or further develop the joint results. For example, it might state that both parties can use the jointly created technology without seeking further permission from each other, or it may require mutual agreement for certain uses. The core function of this clause is to ensure clarity and fairness in the ownership and use of outcomes that arise from joint efforts, thereby preventing disputes over rights to collaboratively developed assets.
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Joint Foreground. Foreground developed jointly by the Association and a Member (hereinafter referred to as the "Contributors") pursuant to a separate agreement with the Association defining the scope of the work to be performed by such Member shall be jointly owned by the Association and the applicable Member ("Joint Foreground"). For the purposes of the foregoing, the term "jointly" shall mean that at least one Member employee or contractor and one Association employee or contractor qualify as co-inventors or where applicable co-authors pursuant to the applicable law. The Contributors might establish an agreement regarding the allocation and terms of exercise of their joint ownership provided that such agreement shall require that the Joint Foreground shall be licensed on FRAND terms. However, where no joint ownership agreement has yet been concluded, each of the Contributors (as “Grantor”) shall be entitled to use the Joint Foreground and to grant non-exclusive licenses to third parties on a FRAND basis, without any right to sub-license (other than to Grantor’s affiliates), subject to giving at least forty-five (45) calendar days prior notice to the other joint owners, but without requiring the consent of the other joint owners. The Members acknowledge and agree that the Members and the Association will make Joint Foreground available to all Members and non-Members pursuant to terms and conditions of respectively Section 4.1 for Members above and Section 7 below for the Association. Within a reasonable period following creation of any Joint Foreground, the Contributors shall enter into good faith discussions in order to agree on an appropriate course of action for filing applications for IPR protection, including the decision as to which of the Contributors is to be entrusted with the preparation, filing and prosecution of such applications and in which countries or territories such applications are to be filed. Except for any priority applications, the filing of any applications for Joint Foreground shall require mutual agreement between the Contributors (but excluding any Contributors who choose pursuant to the paragraph below not to contribute to the cost of such application). All external costs related to applications for patent protection or other protection resulting from such applications and the fees for maintaining such protection shall be shared equally between the Contributors, subject to the paragraph below. If and when a Contributor decides not to contribute,...
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Joint Foreground. For the avoidance of doubt, unless otherwise agreed in writing between the joint owners (as defined below), this Article 8.1.2 shall detail and complete the default provisions of Article II.26.2 of the Grant Agreement and shall apply as an established agreement between the joint owners as mentioned in the same Article II.26.2 of the Grant Agreement. However, the joint owners shall in all cases be at liberty to agree in writing something different to this Article 8.1.2, so long as such different agreement does not prejudice the Access Rights or other rights of the other Parties. Subject to any different agreement between the joint owners, the following shall apply: If the Foreground was conceived jointly by multiple Parties, it is owned jointly by such Parties. In case of joint ownership of Foreground, each of the joint owners shall be entitled to use the joint Foreground as it sees fit, and to grant non-exclusive licenses to third parties, without obtaining any consent from, paying compensation to, or otherwise accounting to any other joint owner, unless otherwise agreed between the joint owners. The Parties jointly conceiving the Foreground will jointly protect it where appropriate (hereinafter, regardless the nature of the Foreground’s Intellectual Property right, “to patent”). In the event that at least one Party is ready to patent the joint Foreground and/or share the patenting costs, each other Party, which is not willing to patent the joint Foreground and/or share the patenting costs, shall waive its ownership claims to the Foreground in favour of the patenting Parties. Patenting Party(ies) shall name the individual authors/inventors, including those from the non- patenting Parties, in the patent disclosure; the Party employing the particular author/inventor is responsible for the assignment of their right to the patent, if any, to the patenting Party(ies). However, the joint owners will retain the right to use the joint Foreground for research purposes (internal and with third parties) only without the consent of and without accounting to any other joint owner.
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Joint Foreground. Where several parties have jointly carried out work generating Foreground and where it is impossible to distinguish each party's intellectual contribution to the creation of the Foreground, or where it cannot reasonably be established which party has generated the Foreground, they will have joint ownership of such Foreground. The joint owners of Foreground may establish an agreement regarding the allocation and terms of exercising that joint ownership. Where no such joint ownership agreement has been concluded, each joint owner will have the unrestricted right to use the Foreground for educational, research and Exploitation purposes, without being required to account to the other joint owners. However, if joint Foreground is owned by a Company and a Research Institution, the Research Institution shall up until twelve (12) months after termination of the Project not use such Foreground to perform contract research directly aiming at the development of a product, process or service that is directly competitive to those developed by the Company under the Project; grant the other parties Access Rights for Exploitation in accordance with article 7.4.3; and grant licenses to third parties for the performance of research and Exploitation, subject, however, to the conditions laid down in article 6.6 below.
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Related to Joint Foreground

  • Collaboration 31.1 If the Buyer has specified in the Order Form that it requires the Supplier to enter into a Collaboration Agreement, the Supplier must give the Buyer an executed Collaboration Agreement before the Start date. 31.2 In addition to any obligations under the Collaboration Agreement, the Supplier must: 31.2.1 work proactively and in good faith with each of the Buyer’s contractors 31.2.2 co-operate and share information with the Buyer’s contractors to enable the efficient operation of the Buyer’s ICT services and G-Cloud Services

  • Manufacturing Technology Transfer Except as provided in Section 4.3(f)(iii)(1) and Section 6.10, with respect to any Collaboration Product (or LGC Reserved Product, if applicable) for which LGC (or its Affiliate) performed CMC Development or CMC Manufacturing, if (a) Cue does not elect for LGC to perform CMC Step 2, CMC Step 3, or CMC Step 4 (or with respect to LGC Reserved Products, upon completion of CMC Step 1), or (b) upon failure of the Parties to reach agreement with respect to a Clinical Supply Agreement or a Commercial Supply Agreement or (c) [***] under this Agreement and does not cure such breach within [***] days (provided, that if such breach is not reasonably capable of cure within such [***] day period, then such cure period shall be automatically extended for an additional [***] day period as long as LGC continues to use diligent efforts to cure such breach in accordance with a reasonable cure plan and if such breach is not reasonably capable of cure within such combined [***] day period, then Cue shall reasonably consider consenting to any extension of such cure period as long as LGC continues to use diligent efforts to cure such breach in accordance with a reasonable cure plan), as applicable, then, in each case upon the written request of Cue, LGC shall use Commercially Reasonable Efforts to make a technology transfer to an Approved CMO the Manufacturing processes (including materials and such other information) but solely as is necessary to enable the Manufacture of such Collaboration Product (including the Collaboration Compound therein) (or LGC Reserved Product, including the LGC Reserved Compound therein, if applicable) by such Approved CMO to comparable biochemical structure, quality and purity as that Manufactured by LGC or its Affiliate or CMO, provided that neither Cue, LGC or any Third Party shall perform such a technology transfer to any CMO [***] without LGC’s consent, not to be unreasonably withheld, conditioned or delayed if LGC has approved the CMO to manufacture Collaboration Products (or LGC Reserved Products, if applicable). LGC shall conduct such technology transfer as soon as reasonably practicable after receiving such written notice, using good faith efforts to support supply needed to achieve timelines in the Cue Territory Development Plan (or Cue’s development plan for LGC Reserved Products, if applicable) or Cue Territory Commercialization Plan, as applicable. LGC shall conduct the first technology transfer for each Collaboration Product (or LGC Reserved Products, if applicable) [***] (provided that [***]) for a period of up to [***] months from the date Cue or its designee has provided notice it is ready to receive the technology transfer, provided, that such [***] month period [***]. After the expiration of the initial such [***] month period for a Collaboration Product (or LGC Reserved Products, if applicable), if required to complete the technology transfer to enable the Manufacture of such Collaboration Product (including the Collaboration Compound therein) (or LGC Reserved Product, including the LGC Reserved Compound therein, if applicable) by such Approved CMO to comparable biochemical structure, quality and purity as that Manufactured by LGC, LGC shall continue to provide support to Cue for up to an additional [***] period for up to [***] hours at the FTE Rate and thereafter at [***]. Thereafter, LGC will also provide [***] for such Collaboration Product (or LGC Reserved Products, if applicable). Neither Cue nor its Affiliates or Cue Collaborators shall reverse engineer any materials provided hereunder by LGC. Notwithstanding anything in this Agreement to the contrary, LGC’s CMC information may only be shared with an Approved CMO.

  • Research Use The Requester agrees that if access is approved, (1) the PI named in the DAR and (2) those named in the “Senior/Key Person Profile” section of the DAR, including the Information Technology Director and any trainee, employee, or contractor1 working on the proposed research project under the direct oversight of these individuals, shall become Approved Users of the requested dataset(s). Research use will occur solely in connection with the approved research project described in the DAR, which includes a 1-2 paragraph description of the proposed research (i.e., a Research Use Statement). Investigators interested in using Cloud Computing for data storage and analysis must request permission to use Cloud Computing in the DAR and identify the Cloud Service Provider (CSP) or providers and/or Private Cloud System (PCS) that they propose to use. They must also submit a Cloud Computing Use Statement as part of the DAR that describes the type of service and how it will be used to carry out the proposed research as described in the Research Use Statement. If the Approved Users plan to collaborate with investigators outside the Requester, the investigators at each external site must submit an independent DAR using the same project title and Research Use Statement, and if using the cloud, Cloud Computing Use Statement. New uses of these data outside those described in the DAR will require submission of a new DAR; modifications to the research project will require submission of an amendment to this application (e.g., adding or deleting Requester Collaborators from the Requester, adding datasets to an approved project). Access to the requested dataset(s) is granted for a period of one (1) year, with the option to renew access or close-out a project at the end of that year. Submitting Investigator(s), or their collaborators, who provided the data or samples used to generate controlled-access datasets subject to the NIH GDS Policy and who have Institutional Review Board (IRB) approval and who meet any other study specific terms of access, are exempt from the limitation on the scope of the research use as defined in the DAR.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you.

  • Joint Work Product This Agreement is the joint work product of H-GAC and the Contractor. This Agreement has been negotiated by H-GAC and the Contractor and their respective counsel and shall be fairly interpreted in accordance with its terms and, in the event of any ambiguities, no inferences shall be drawn against any party.