Common use of Joint Intellectual Property Clause in Contracts

Joint Intellectual Property. 9.3.1. All Intellectual Property other than Developed IP and Excluded Zomedica IP that is developed, invented, or conceived, (a) solely by or on behalf of a Party that is derived from the Confidential Information or Intellectual Property of the other Party while performing any activities under this Agreement or (b) jointly by representatives of both Parties (collectively, (a) and (b), “Joint Intellectual Property”), will be jointly owned by both Parties provided, however that neither Party will obtain any rights in the Background IP of the other Party. 9.3.2. Each Party will promptly disclose to the other Party all potentially patentable inventions that may constitute Joint Intellectual Property. 9.3.3. Subject to the terms of this Agreement, either Party may exploit or license the Joint Intellectual Property for any purpose without any duty of accounting to the other Party, and each Party hereby consents and will consent to any such exploitation or licensing. 9.3.4. The JDC will identify all Joint Intellectual Property and determine allocation of responsibility for prosecuting, maintaining, and enforcing the Joint Intellectual Property.