Common use of Joint Foreground Clause in Contracts

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, or not to continue its contribution, as the case may be, to the costs of application for or maintenance of IPR protection for the Joint Foreground, for one or more countries or territories, it shall be entitled not to contribute, or to discontinue its contribution, provided however that: (a) it shall promptly notify the other Contributor(s) in writing of its decision; (b) it shall forthwith relinquish all its rights to participate in the prosecution and maintenance of such IPR Protection for the Joint Foreground for the countries or territories concerned to the other owner(s) who contribute or continue their contribution, as the case may be, to such costs in accordance with the paragraph above; and (c) it shall lose its rights under the present Section with respect to such Joint Foreground for the countries or territories concerned as of the moment of notification, but subject, however, to the retention of a non-transferable, non-exclusive, royalty-free and fully paid-up licence, without the right to grant sub- licences (other than to its affiliates), for the lifetime of such Joint Foreground for the countries or territories concerned in favour of, and for the use by, the relinquishing Contributor and until such license is terminated for breach. Each joint owner of Joint Foreground shall have the right to bring an action for infringement of any such Joint Foreground only with the consent of the other owner(s), which shall not be unreasonably withheld. The foregoing is not intended to require such other owner(s) to engage in litigation. Thus, if such other owner is required, or would be required, to become a party to the action (such as, without limitation, if the court rules that such other owner is a necessary party to the action), then such other owner may elect that the action be terminated. Upon receiving written notice of such election, the joint owner bringing the action shall withdraw, dismiss, or otherwise terminate the action.

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 termsownership. 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 royalty free non-exclusive licenses to third parties on a FRAND basisparties, without any right to sub-license (other than to Grantor’s affiliates)license, 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, or not to continue its contribution, as the case may be, to the costs of application for or maintenance of IPR protection for the Joint Foreground, for one or more countries or territories, it shall be entitled not to contribute, or to discontinue its contribution, provided however that: (a) it shall promptly notify the other Contributor(s) in writing of its decision; (b) it shall forthwith relinquish all its rights title to participate and interest in the prosecution and maintenance of such IPR Protection for the Joint Foreground for the countries or territories concerned to the other owner(s) who contribute or continue their contribution, as the case may be, to such costs in accordance with the paragraph above; and (c) it shall lose its rights under the present Section with respect to such Joint Foreground for the countries or territories concerned as of the moment of notification, but subject, however, to the retention of a non-transferable, non-exclusive, royalty-free and fully paid-up licence, without the right to grant sub- licences (other than to its affiliates)sub-licences, for the lifetime of such Joint Foreground for the countries or territories concerned in favour of, and for the use by, the relinquishing Contributor and until such license is terminated for breachContributor. Each joint owner of Joint Foreground shall have the right to bring an action for infringement of any such Joint Foreground only with the consent of the other owner(s), which shall . Such consent may not be unreasonably withheld. The foregoing is not intended to require such other owner(s) to engage in litigation. Thus, if such other owner is required, or would be required, to become a party to the action (such as, without limitation, if the court rules that such other owner is a necessary party to the action), then such other owner may elect that the action be terminated. Upon receiving written notice of such election, the reasonably withheld by another joint owner bringing the action shall withdraw, dismiss, or otherwise terminate the actionowner.

Joint Foreground. If, in the course of carrying out work on the Project Foreground developed jointly by is generated and more than one Party is contributor to it and if the Association features of such Foreground are such that it is not possible to separate them for the purpose of i.e. applying for, obtaining and/or maintaining the relevant patent protection or any other IPR protecting or available to protect such joint Foreground, the Parties concerned agree that, subject as expressly provided to the contrary, all patents 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 other registered IPRs issued thereon, and any other IPRs protecting such Member Foreground, shall be jointly owned on a proportional base by the Association and Parties concerned. The proportion shall be according to their intellectual participation to such joint Foreground. If no agreement can be reached between the applicable Member ("Joint Foreground"). For concerned Parties despite their best intentions on account to the purposes proportion of the foregoingjoint invention it shall by default be equal between the concerned Parties. The Parties concerned shall seek to agree amongst themselves arrangements for applying for, obtaining, licensing and/or maintaining such right on a case-by-case basis through the term "jointly" shall mean that at least one Member employee or contractor and one Association employee or contractor qualify as conclusion of a co-inventors or where applicable co-authors pursuant to the applicable lawownership agreement. The Contributors might establish an agreement regarding the allocation and terms of exercise of their joint ownership provided that As long as no such agreement shall require that the Joint Foreground shall be licensed on FRAND terms. However, where no joint ownership agreement has yet been concluded, reached, (i) each of the Contributors (as “Grantor”) joint owners shall be entitled to use such jointly owned Foreground free of charge, and without requiring the Joint prior consent of the other joint-owner(s) for their Own Direct Use only. In case of an imbalance of the contributions of the involved Parties to the joint Foreground, the Parties will analyse, thoroughly assess and document the contributions of the involved Parties and the Party having contributed less but is using the joint Foreground will then adjust the imbalance by paying a fair and reasonable lump sum compensation to the other co-owner(s). (ii) each of the joint owners shall be entitled to grant non-exclusive licenses to third parties on a FRAND basis(excluding Affiliates), without any right to sub-license (other than to Grantor’s affiliates)license, subject to giving at the following conditions: a) At least forty-five (45) calendar days prior notice must be given to the other joint owners, but without requiring the consent of owner(s); and b) Fair and reasonable compensation must be provided to the other joint owners. The Members acknowledge and agree that the Members and the Association will make Joint Foreground available to all Members and nonowner(s) as a lump-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 sum payment; (iii) each 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, or not to continue its contribution, as the case may be, to the costs of application for or maintenance of IPR protection for the Joint Foreground, for one or more countries or territories, it joint owners shall be entitled to grant non-exclusive licenses to its Affiliates for their Own Direct Use without prior notice or payment of compensation to the co-owners. If Siemens is a joint owner and cannot to contributeensure prior notification before exploitation or compensation for exploitation, or to discontinue its contribution, provided however that: (a) it shall promptly notify such joint owner may buy and the other Contributor(s) joint-owners may sell their share against Fair and Reasonable conditions as a lump-sum payment, unless the joint-owners mutually agree in writing of its decision; (b) it shall forthwith relinquish all its to waive their rights to participate in the prosecution notification and maintenance compensation as described above. The consent of such IPR Protection for a transfer may not be unreasonably withheld by the Joint selling Party. In a case a joint owner transfers all or substantial part of his business activities using such a jointly owned Foreground for the countries its Own Direct Use to a third party in connection with a sale, merger or territories concerned to the other owner(s) who contribute or continue their contributionconsolidation, as the case may be, to such costs in accordance with the paragraph above; and (c) it shall lose its rights under the present Section with respect to such Joint Foreground for the countries or territories concerned as of the moment of notification, but subject, however, to the retention of a non-transferable, non-exclusive, royalty-free and fully paid-up licence, without the right to grant sub- licences (other than to its affiliates), for the lifetime of such Joint Foreground for the countries or territories concerned in favour of, and for the use by, the relinquishing Contributor and until such license is terminated for breach. Each said joint owner of Joint Foreground shall have the right to bring an action grant non-exclusive licenses to such a third party without prior notice and without any financial compensation within the scope the joint owner itself has the right to use such jointly owned Foreground for infringement of any such Joint its Own Direct Use. This license shall be subject to all rights, restrictions and obligations connected with this jointly owned Foreground only with the consent of the other owner(s), which shall not be unreasonably withheld. The foregoing is not intended in regard to require such other owner(s) to engage in litigation. Thusthis CA and/or a co- ownership agreement, if such is in place for this jointly owned foreground. The joint owner shall inform the other owner is requiredjoint owners as soon as possible of such a grant and shall have the burden of proof that the jointly owned Foreground was used by the transferred business activities before the date of the transfer, or would be requiredif requested by the other joint owner. For copyright protected works, to become a party which are jointly created during the implementation of the Project by employees of several Parties (including software) as well as jointly created know-how, the provisions of this Section 10.2.1 – to the action (such as, without limitation, if the court rules that such other owner is a necessary party extent to the action), then such other owner which they may elect that the action be terminated. Upon receiving written notice of such election, the joint owner bringing the action applicable – shall withdraw, dismiss, or otherwise terminate the actionapply accordingly.