Common use of Ownership and Protection Clause in Contracts

Ownership and Protection. This Agreement does not affect the ownership of any Intellectual Property Right in existence before the commencement of the Project. Subject to the Researcher complying with this Agreement, any prior rights and the rights of third parties, all rights in relation to the Results shall be vested in the Researcher. Where the Researcher is a Crown body, any copyright shall vest in the Crown provided that the Researcher is authorised on behalf of the Crown to grant licences in accordance with paragraphs 5 and below and does so grant at the time of vesting, failing which copyright shall vest in AHDB. In the event that the Researcher vests or otherwise disposes of any Intellectual Property Right created in the undertaking of this Project, the Researcher shall ensure that all rights of AHDB in relation to such Intellectual Property Right shall be protected through licensing or otherwise in that vesting or disposal so that AHDB may thereafter make use of such Intellectual Property Right as if it were owned by the Researcher and shall ensure that a similar protective provision shall be incorporated in the event of any further vesting or disposal. The Researcher shall: report to AHDB annually during the term of this Agreement and upon reasonable request by AHDB for five years thereafter (in relation to such Results as are capable of or are being exploited) on the progress of commercial exploitation of such Results and on any assignment or licence of such Results; do all things and execute at AHDB’s expense any documents reasonably required to give effect to such vesting or assignment/licensing in AHDB as is necessary to give effect to paragraph below. The Researcher hereby grants to AHDB subject to any reasonable confidentiality restrictions made known to AHDB in Writing an irrevocable world-wide non-exclusive licence in perpetuity free of any charge or royalty to use the Results for: publication of any report on AHDB’s website; disclosure, copying or otherwise distributing to the public or using in any reasonable way any information arising out of the Project or comprised in any work relating to the Project; any purpose set out in Article 3(2) of the Agriculture and Horticulture Development Board Order 2008; and to sub-licence AHDB’s rights on the same terms as the licence. AHDB shall inform the Researcher of the granting of any such sub-licence. The Researcher shall ensure that any such licence shall be binding on any successor, transferee or assignee of the Researcher. Where such use of the Results by AHDB or sub-licensees also requires a licence to use any Intellectual Property Rights of the Researcher other than the Results, the Researcher shall grant such a licence, where free and able to do so and subject to existing third party rights, which shall be royalty-free where such use is for non-commercial purposes, but shall be on reasonable terms to be agreed between the Parties in good faith where such use is for commercial or revenue-generating purposes, which may take into consideration the costs of securing and maintaining protection of the Results, royalty payments and milestone payments.

Ownership and Protection. This Agreement does not affect the ownership of any Intellectual Property Right in existence before the commencement of the Project. Subject to the Researcher complying with this Agreement, any prior rights and the rights of third parties, each Researcher hereby vests in AHDB as to copyright and absolutely as to every other property right, all rights in relation to the Results including: the title in any patent in relation to such Intellectual Property Right; the right to apply for and/or register any patent pursuant to the Patents ▇▇▇ ▇▇▇▇; any database rights, for the purposes of the Copyright and Rights in Databases Regulations 1997. Each Researcher shall: ensure that all its staff, students and sub-contractors are and will be engaged in relation to the Agreement and the Project on terms which do not entitle any of them to copyright or any other rights in the Results, provided that any student shall be vested entitled to retain copyright in his thesis; ensure that they are and remain entitled to transfer free from any encumbrances any title and/or rights necessary to effect the Researcher. Where the Researcher is a Crown body, vesting required by this Agreement; do all things and execute at AHDB’s expense any copyright shall vest in the Crown provided that the Researcher is authorised on behalf of the Crown documents reasonably required by AHDB to grant licences in accordance with paragraphs 5 and below and does so grant at the time of vesting, failing which copyright shall vest give effect to such vesting in AHDB; co-operate with and assist AHDB at AHDB’s expense in obtaining and/or enforcing any and all such Intellectual Property Rights. AHDB may conditionally waive such vesting in relation to any rights relating to the Results in favour of a Party and in such a case the provisions of this Annex 3 shall apply to that Party as if it were AHDB in relation to such rights. In the event that the Researcher any Party vests or otherwise disposes of any Intellectual Property Right created in the undertaking of this Project, the Researcher Party shall ensure that all the rights of AHDB the Funders in relation to such Intellectual Property Right shall be protected through licensing or otherwise in that vesting or disposal so that AHDB the Funders may thereafter make use of such Intellectual Property Right as if it were owned by and the Researcher and Party shall ensure that a similar protective provision shall be incorporated in the event of any further vesting or disposal. The Researcher shall: report to Researchers shall identify and inform AHDB annually during the term in Writing of this Agreement and upon reasonable request by AHDB any Results which they consider suitable for five years thereafter (in relation to such Results as are capable of or are being exploited) on the progress of commercial exploitation and shall at AHDB’s request and expense use reasonable endeavours to pursue or procure or encourage such exploitation for the benefit of such AHDB and the Industries. The Researcher shall identify and inform AHDB in Writing of any Results relating to the Project which may be suitable for patent, copyright, registered design, trademark or other legal protection and on any assignment or licence of such Results; do all things shall at AHDB’s request use reasonable endeavours to apply for and execute maintain at AHDB’s expense any documents reasonably required to give effect to such vesting or assignment/licensing protection in AHDB as is necessary to give effect to paragraph below. The Researcher hereby grants to AHDB subject to any reasonable confidentiality restrictions made known to the name of AHDB in Writing an irrevocable all or any part of the world-wide non-exclusive licence in perpetuity free of . Where AHDB does not wish to protect any charge or royalty to use the such Results for: publication of any report on AHDB’s website; disclosure, copying or otherwise distributing to the public or using in any reasonable way any information arising out part of the Project or comprised world but a Researcher desires such protection to be obtained then the Researcher may at its own cost obtain and maintain such protection in any work relating to the Project; any purpose set out in Article 3(2) name of the Agriculture and Horticulture Development Board Order 2008; Board. Subject to paragraph below and without prejudice to sub-licence AHDB’s rights paragraph above, unless otherwise agreed on fair and reasonable terms the same terms as income from the licence. AHDB shall inform the Researcher of the granting of any such sub-licence. The Researcher shall ensure that any such licence shall be binding on any successor, transferee or assignee of the Researcher. Where such use commercial exploitation of the Results shall, after deduction of allowable costs as described in paragraph below, be apportioned between the Parties as follows: The Funders 60%; the Researchers 40%. Such income shall be payable for the longer of: The term of any patent arising from or incorporating any of the Results; or The period in which any Know-How arising from the Results and used in any products or services exploited by a Researcher remains secret and substantial. Such allowable costs shall not include any of the sums referred to in Schedule B and shall be limited to: the registration fees for the registering of any rights in relation to such Results; any legal costs reasonably incurred in relation to legal proceedings in relation to such Results in any appropriate forum and before any appropriate tribunal in any country and any costs ordered by any such tribunal to be paid by the Parties or any of them; any other reasonable cost or expenditure which may be agreed from time to time by AHDB and the Researchers; and subject to AHDB’s prior agreement, any reasonable relevant marketing, packaging and/or distribution costs, and any relevant experimental development costs including costs of field trials and/or demonstration projects incurred by the Parties. Each Researcher shall have sole responsibility for making any payment due to its employees or sub-licensees also requires a licence contractors under any rewards or incentive schemes, whether contractual, ex gratia, or statutory, in relation to use any Intellectual Property Rights of the Researcher other than the Results, the Researcher and any such payments shall grant such not be a licence, where free and able to do so and subject to existing third party rights, which shall be royalty-free where such use is for non-commercial purposes, but shall be on reasonable terms cost or expenditure liable to be agreed between subtracted from any Income pursuant to paragraph above. The Funders shall agree the Parties in good faith where such use is for commercial or revenue-generating purposes, which may take into consideration the costs distribution of securing and maintaining protection their share of the Results, royalty Income between themselves and the exploiting Party shall make payments to them in accordance with such agreement. The Researchers shall agree the distribution of their share of the Income between themselves and milestone paymentsthe exploiting Party shall make payments to them in accordance with such agreement.