Common use of OWNERSHIP AND ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS Clause in Contracts

OWNERSHIP AND ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS. 38.1 Nothing in this Agreement shall affect the ownership of Intellectual Property Rights owned by a Party prior to the Effective Date, or that a Party obtains ownership of independently of the performance of the Services under this Agreement. 38.2 In consideration of the sum of one pound (£1) (receipt of which is hereby acknowledged by the Service Provider), the Service Provider agrees that, subject to Clause 39.3, TfL shall own upon their creation (and otherwise assigns to TfL ownership of) present and future Intellectual Property Rights created by or on behalf of the Service Provider in the conduct of the provision of the Services (such Intellectual Property Rights being referred to as "Foreground IPR"). Insofar as any Foreground IPR does not vest automatically by operation of law or under this Agreement, the Service Provider holds legal title in these rights on trust for TfL. 38.3 The Service Provider shall, at the expense of TfL as to the Service Provider's reasonable, externally invoiced, out-of-pocket costs, execute all documents and instruments and take such other steps as TfL may reasonably require to vest all right, title and interest in and to Foreground IPR absolutely in TfL. 38.4 Any assignment of Intellectual Property Rights pursuant to this Clause 38 shall be with full title guarantee, free from encumbrances and shall include the right to take action for any past, present and future damages and other remedies in respect of any infringement. 38.5 The Service Provider shall notify TfL of any Foreground IPR created and provide to TfL (or any person nominated by TfL in writing) a copy of the Source Code and object code for all Software and copies of all Documentation, the Intellectual Property Rights in which are assigned to TfL pursuant to this Clause 38 (including without limitation any update or upgrade of that Software), and shall do so at the same time as providing any associated Deliverable to TfL during the Implementation Phase or in connection with a Change or, in all other circumstances, on a monthly basis.

OWNERSHIP AND ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS. 38.1 37.1 Nothing in this Agreement shall affect the ownership of Intellectual Property Rights owned by a Party prior to the Effective Date, or that Intellectual Property Rights of which a Party obtains ownership of independently of from the performance of the Services under this AgreementAgreement (including TfL’s ownership of any Intellectual Property Rights pursuant to the contract between TfL and the Service Provider for Existing Systems and Existing Services which is due to expire on 16 February 2016). 38.2 37.2 In consideration of the sum t e su of one pound ound (£1) (receipt recei t of which w ic is hereby ereby acknowledged by the Service Provider), the Service Provider agrees that, subject to Clause 39.338.3 (Licensing of Intellectual Property Rights), TfL shall own upon their creation (and the Service Provider shall otherwise assigns assign to TfL ownership of) present and future Intellectual Property Rights created by or on behalf of the Service Provider in the conduct of the provision of the Services (such Intellectual Property Rights being referred to as "Foreground IPR"). Insofar as any Foreground IPR does not vest automatically by operation of law Law or under this Agreement, the Service Provider holds legal title in these rights on trust for TfL. 38.3 37.3 The Service Provider shall, at the expense of TfL as to the Service Provider's reasonable, externally invoiced, out-of-pocket costs, execute all documents and instruments and take such other steps as TfL may reasonably require to vest all right, title and interest in and to Foreground IPR absolutely in TfL. 38.4 37.4 Any assignment of Intellectual Property Rights pursuant to this Clause 38 37 shall be with full title guarantee, free from encumbrances and shall include the right to take action for any past, present and future damages and other remedies in respect of any infringement. 38.5 37.5 The Service Provider shall notify TfL of any Foreground IPR created and provide to TfL (or any person nominated by TfL in writing) a copy of the Source Code and object code for all Software and copies of all Documentation, the Intellectual Property Rights in which are assigned to TfL pursuant to this Clause 38 37 (including without limitation any update or upgrade of that Software), and shall do so at the same time as providing any associated Deliverable to TfL during the Implementation Phase or in connection with a Change or, in all other circumstances, on a monthly Monthly basis.