Common use of Joint IPR Clause in Contracts

Joint IPR. Any IPR developed jointly by the Alliance pursuant to, and within the scope of, a separate written agreement between the Alliance and either a Promoter Member and/or Participant or a contractor acting on behalf and as agent of such Promoter Member and/or Participant, which agreement defines the scope of the work to be performed by Promoter Member and/or Participant, shall be jointly owned by the Alliance and such applicable Promoter Member and/or Participant ("Joint IPR") and title to such Joint IPR shall jointly vest in the Alliance and such applicable Promoter Member and/or Participant. Each joint owner shall be entitled to exercise all rights of ownership as provided by applicable U.S. law without, however, an obligation of accounting from one to the other. Each such Promoter Member and/or Participant acknowledges and agrees that the Alliance may license the use of Joint IPR to other Promoter Members and Participants pursuant to terms and conditions determined by the Board of Directors in its reasonable discretion. For the purposes of the foregoing, the term "developed jointly" shall mean that at least one Promoter Member and/or Participant employee or contractor and one Alliance Employee or Alliance Contractor qualify as co-inventors as a matter of U.S. patent law, in the case of patentable subject matter, or qualify as co-authors as a matter of U.S. copyright law, in the case of copyrightable subject matter.