License to Background IP Clause Samples

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License to Background IP. If and to the extent any of Contractor’s Background IP or a portion thereof is incorporated in the Work Product, or is otherwise necessary for the use of the Work Product, Contractor hereby grants to University a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, sublicensable, fully paid license to use, make, sell, distribute, execute, adapt, translate, reproduce, display, perform, modify, and create derivative works of Contractor’s Background IP in connection with the Work Product in which such Background IP is incorporated.
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License to Background IP. If and to the extent that any Background IP or a portion thereof is incorporated in the Deliverables or is otherwise necessary for the use of the Deliverables, Company hereby grants to Customer a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, with the right to sublicense through multiple tiers, to use, make, sell, distribute, execute, adapt, translate, reproduce, display, perform, modify, and create derivative works of Company’s Background IP in connection with the Deliverables License to Customer Content. Subject to the terms of this Agreement, Customer hereby grants to Company a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Customer Content solely to the extent necessary to provide the Service to Customer. Nothing in this Agreement is intended to transfer ownership of or interest in Customer Content (including any Intellectual Property Rights) of Customer or any third party. Company acknowledges and agrees that Customer shall retain all right, title, and interest to and shall be the sole owner of all Customer Content. Company shall not use Customer’s name in any customer lists or for any other marketing or promotional purposes without Customer’s prior written permission in each instance. Such permission is at Customer’s sole discretion and may be revoked at any time. License limitation. Company warrants that the Company’s content providers have granted Company all necessary rights and licenses in and to the Materials for Company to grant the rights set forth in this Agreement.
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License to Background IP. UW shall offer to Company, at the time Company expresses its intent to negotiate for a license to any given UW IP, the non-exclusive right to negotiate a license to UW Background IP directly related to such UW IP, provided such Background IP is available for licensing. Company shall have three (3) months from the date upon which UW delivers to Company a Disclosure of UW Background IP to negotiate a license to any of the specified UW Background IP. The license may be exclusive, sole, or non-exclusive, at UW's option.
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License to Background IP. For the Term of this Agreement, Purchaser grants to Supplier, and Supplier accepts, a fully paid up, royalty-free, worldwide and nonexclusive right to use Purchaser’s Background IP, Purchaser Technology Data Package Improvements as well as Purchaser Foreground IP as necessary for the sole purpose to manufacture and supply the Product under this Agreement. Within the timetable set forth in this Agreement, Purchaser shall provide Supplier with a technology data package (the “Purchaser Technology Data Package”) containing such Purchaser Background IP, patents, data, documents and records necessary for Supplier to manufacture the Product. Specifics to such Purchaser Technology Data Package are outlined in Exhibit E. Any failure on the part of Purchaser to provide the Purchaser Technology Data Package in a complete and timely manner shall not be held against Supplier with regard to meeting timelines and will result in an automatic extension of Supplier timelines until such Purchaser Technology Data Package is complete, provided, however, that Purchaser’s failure to provide the Purchaser Technology Data Package in a complete and timely manner shall not constitute a breach of this Agreement by Purchaser. If following unsuccessful completion of validation services, Supplier does not believe that the Purchaser Technology Data Package previously provided by Purchaser to Supplier contains the information necessary for Supplier to manufacture and supply the Product under this Agreement, then Supplier shall notify Purchaser in writing within [***] following unsuccessful completion of validation services, and the Parties will promptly meet to discuss and seek agreement, in good faith, on additional information, if any, to be added to the Purchaser Technology Data Package.
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License to Background IP. Contractor hereby grants to Company a perpetual, worldwide, royalty-free, nonexclusive, transferable right and license to use, execute, reproduce, transmit, display, perform, create derivative works from, make, have made, sell, and import any Contractor intellectual property, including copyright, patent, trade secret, or other intellectual property rights (collectively, the “Contractor Intellectual Property”) that has been combined with, is embodied in, or is necessary for the use of, the Work Product, only for Company’s own internal business purposes and to provide products or services to its customers consistent with the purposes of the Services. [Company shall not use the Contractor Intellectual Property apart from the Work Product or its derivatives.]
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Related to License to Background IP

  • Background IP As between the Parties, each Party will retain all right, title and interest in and to all of its Background IP.

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

  • Foreground IP This subparagraph d. shall not apply to unmodified commercial off‐the‐shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.

  • Grant of License to Use Intellectual Property For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent shall be exercised, at the option of the Collateral Agent, upon the occurrence and during the continuation of an Event of Default; provided that any license, sub-license or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

  • Background Intellectual Property “Background Intellectual Property” means property and the legal right therein of either or both parties developed before or independent of this Agreement including inventions, patent applications, patents, copyrights, trademarks, mask works, trade secrets and any information embodying proprietary data such as technical data and computer software. Both parties agree to provide the Background Intellectual Property necessary to complete the objectives of the project. Both parties shall retain all rights to their respective Background Intellectual Property provided for this purpose. Neither party shall assume any rights in the other party’s Background Intellectual Property provided for this project other than the right to use said Background Intellectual Property to achieve the objectives of this project.