Newly Developed IP Clause Samples

Newly Developed IP. Unless otherwise agreed in the related SOW, the Parties will jointly own all right, title, and interest in and to all Newly Developed IP, without any obligation to make any payments of any kind to the other Party with respect to the Newly Developed IP, including, without limitation, revenue splits, royalties and commissions, or other accounting; provided, that (i) MRI shall have the exclusive right in accordance with Section 2(b) to use, exploit, or Commercialize any Newly Developed IP in the Field and, (ii) CLS shall have the exclusive right during the term of this Agreement, to use, exploit, or Commercialize any Newly Developed IP outside of the Field. The SOW for each New Product shall set forth the rights and restrictions of each Party as it relates to the jointly-owned Newly Developed IP. Each Party agrees, upon the reasonable request of the other Party, during or after the term of this Agreement, to take such further acts as may be reasonably necessary or desirable to reflect and establish the joint ownership of and other rights with respect to any Newly Developed IP, including but not limited to entering into applicable cross license.

Newly Developed IP. (a) All new Intellectual Property Rights that are created by TiVo or a TiVo Affiliate (whether [*]with Cox, a Cox Affiliate, a Cox System or a Cox Vendor) [*]under this Agreement shall vest in and at all times remain the sole and exclusive property of[*]. [*], on behalf of itself and any such [*]hereby assigns to[*] any rights it may have in and to the foregoing. (b) All new Intellectual Property Rights that are created by Cox, a Cox Affiliate, a Cox System or a Cox Vendor ([*]shall vest in and at all times remain the sole and exclusive property of[*], as applicable, and[*] shall not have any license or other rights therein. (c) Each Party shall, at the request and expense of the other Party, at any time during or after the Term, sign all instruments and documents reasonably requested by the other Party, and otherwise cooperate with the other Party, to effectuate or evidence its rights to any and all such new Intellectual Property Rights. (d) Notwithstanding any other provision of this Section 2.2, the Parties acknowledge and agree that if a Statement of Work requires the development of [*]that are not related to or based on any [*]existing as of [*]of such Statement of Work, the provisions of this Section 2.2 may be superseded and revised[*] as to the ownership interests and license rights in and to such new Intellectual Property Rights.

Newly Developed IP. Except to the extent expressly otherwise provided in an applicable SOW (and subject to AMS’s rights in the AMS IP licensed to MRI hereunder), MRI shall exclusively own all right, title, and interest in and to all (i) New Products, including all Newly Developed IP therein; and (ii) Newly Developed IP. Without limiting the foregoing, MRI shall at all times have (i) an undivided right to possess all Newly Developed IP, including the right to offer, use, exploit or license (and sublicense) the Newly Developed IP, without any duty or obligation to obtain AMS’s consent to any licensing, sublicensing or other exploitation thereof; and (ii) the right (but not an obligation) to assert the intellectual property and/or proprietary rights and collect for all past, present, and future acts of infringement that have occurred or may occur. AMS will, and hereby does irrevocably and without further consideration, assign, transfer, and set over, and shall cause its Personnel to assign, transfer, and set over to MRI and its permitted successors and assigns, without requirement of additional consideration, all rights, title, and interests in and to the New Products and Newly Developed IP. At any time and from time to time after the Effective Date, without further consideration, AMS will execute and deliver such other instruments of sale, transfer, conveyance, assignment, and delivery and confirmation and take such action as the MRI may reasonably deem necessary or desirable, in order to more effectively carry out the purposes of this Agreement and to transfer, convey and assign to MRI and to confirm MRI’s ownership of and title to, all New Products and Newly Developed IP and to assist MRI in exercising all rights and enjoying all benefits with respect thereto.

Newly Developed IP. All IPR developed by Company and Hong Kong Holdco in any derivative works of, modifications of, or improvements to the ZBB Products or the Company Products under this Agreement will be solely owned by Company (subject to Hong Kong Holdco’s ownership of Independently Developed IPR), regardless of whether the IPR is developed solely by a Party or jointly by the Parties (“Newly Developed IP”). Hong Kong Holdco hereby assigns to Company, all rights, title and interest in and to all Newly Developed IP. At the Company’s sole expense, Hong Kong Holdco will execute and deliver all instruments and take all other action as may be requested by the Company to perfect or protect the Company’s rights in the Newly Developed IP. At the Company’s sole expense, Hong Kong Holdco will cooperate with the Company in the filing and prosecution of any copyright or patent applications that the Company may elect to file on the Newly Developed IP or in inventions and designs relating to the Newly Developed IP. To the maximum extent permitted by law, Hong Kong Holdco waives all moral rights in the Newly Developed IP. The Company hereby grants to Hong Kong Holdco an exclusive, perpetual, royalty-free, sublicensable license to manufacture, have made, reproduce, distribute, offer to sell, sell, and service the Newly Developed IP in all industry sectors in any and all territories other than Greater China and in any and all industry sectors other than the Power Management Industry in Greater China.