Patents and Licensing Clause Samples

The Patents and Licensing clause defines the rights and obligations of the parties regarding the use, ownership, and licensing of patented technology or inventions covered by the agreement. It typically outlines whether one party grants the other a license to use certain patents, specifies any restrictions or royalties associated with such use, and may address the handling of improvements or new inventions developed during the relationship. This clause is essential for clarifying intellectual property rights, preventing disputes over patent use, and ensuring that both parties understand their permissions and limitations regarding patented materials.
Patents and Licensing. A. Within thirty (30) days of receipt by UNIVERSITY's Office of Economic Innovation & Partnerships of an invention disclosure pertaining to inventions made during the conduct of this research by UNIVERSITY employees, UNIVERSITY will inform COMPANY of any potentially patentable inventions arising out of research performed under this Agreement. Title to any invention or discovery conceived or reduced to practice solely by UNIVERSITY personnel in the performance of this research shall remain with UNIVERSITY provided, however, that UNIVERSITY shall grant to COMPANY an option for a royalty-bearing, worldwide, exclusive or nonexclusive license limited to the field of research set forth in Attachment 1 to be exercised and the license to be negotiated in good faith within three (3) months of disclosure of each respective invention to make, have made, use, sell, and import the products based on such invention or discovery for the term of any patent thereon. The royalty rate shall take into consideration the intellectual contribution of each party to the conception and reduction to practice (not to include product development efforts and costs) of invention(s) created and licensed under this Agreement, the proprietary position provided, and the profit potential where payments shall be based on the net sales of product. Inventions conceived or reduced to practice hereunder by UNIVERSITY personnel jointly with employees of COMPANY shall be jointly owned. B. If COMPANY considers any of the information and ideas arising out of the research program to warrant patent protection thereon, UNIVERSITY will upon written request by COMPANY procure and maintain such patent protection in the U.S. and in such foreign countries as COMPANY may designate. COMPANY shall provide UNIVERSITY with a written response within thirty (30) days of COMPANY's receipt of the invention disclosure. COMPANY will reimburse UNIVERSITY for its out-of-pocket expenses associated with the procurement and maintenance of such patent rights. While UNIVERSITY shall be responsible for making decisions regarding the scope and content of applications to be filed and prosecution thereof, COMPANY shall be provided with a copy of each draft of each patent application hereinunder, copies of all documents filed, and copies of all correspondence relating to the prosecution and maintenance of such patent rights. C. COMPANY agrees to and does hereby grant a nonexclusive, noncommercial, nontransferable, royalty-free lice...
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Patents and Licensing. 7.1 The University will disclose promptly to the Grower all inventions or improvements conceived, participated in, or made by the University relating to this Project during the term of the Project. 7.2 All intellectual property, including inventions, whether patentable or not, shall belong to and become the property of the University.
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Patents and Licensing. A. [***] B. If COMPANY considers any of the information and ideas arising out of the research program to warrant patent protection thereon, UNIVERSITY will upon written request by COMPANY procure and maintain such patent protection in the U.S. and in such foreign countries as COMPANY may designate. COMPANY shall provide UNIVERSITY with a written response within thirty (30) days of COMPANY’s receipt of the invention disclosure. COMPANY will reimburse UNIVERSITY for its out-of-pocket expenses associated with the procurement and maintenance of such patent rights. While UNIVERSITY shall be responsible for making decisions regarding the scope and content of applications to be filed and prosecution thereof, COMPANY shall be provided with a copy of each draft of each patent application hereinunder, copies of all documents filed, and copies of all correspondence relating to the prosecution and maintenance of such patent rights. C. COMPANY agrees to and does hereby grant to the UNIVERSITY an irrevocable, worldwide, royalty-free license to make, have made, use, import, copy, display and prepare derivative works based on the IP Portfolio for educational and research purposes, including, without limitation, collaborating with non-commercial entities for such purposes. This includes new research to be performed in the proposed GIV Center at UNIVERSITY.
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Patents and Licensing. Except as expressly provided in this Agreement, no rights are provided to Recipient under any patents, patent applications, trade secrets or other proprietary rights of Provider. In particular, no rights are provided to use the Material or Modifications and any related patents of Provider for profit-making or commercial purposes, such as sale of the Material or Modifications, use in manufacturing, provision of a service to a third party in exchange for consideration, or use in research or consulting for a for-profit entity under which that entity obtains rights to research results. If Recipient desires to use the Material or Modifications for such profit-making or commercial purposes, Recipient agrees, in advance of such use, to negotiate in good faith with Provider to establish the terms of a commercial license. It is understood by Recipient that Provider shall have no obligation to grant such a license to Recipient, and may grant exclusive or non-exclusive commercial licenses to others. If the research involving the Material results in an invention or a Modification that may be commercially useful, Recipient’s Scientist agrees to promptly disclose the invention or Modification to Recipient’s office responsible for technology transfer activities and to disclose Provider’s role as supplier of the Material used as well as the role, if any, of any of Provider’s employees in creating the invention or Modification. Inventorship for such invention or Modification shall be determined according to U.S. Patent Law. Recipient, in cooperation with Recipient’s Scientist, shall promptly supply Provider with a copy of the disclosure (and/or a sample of the Modification) which Provider shall, for a five-year period or until a U.S. patent is issued, whichever is less, hold in confidence and use only for Provider’s evaluation purposes. If Recipient or Provider determines that patent applications should be filed, Provider shall have thirty (30) days to decide whether it will support patent filing costs. In consideration of Provider’s supporting those costs and supplying the Material, Recipient, to the extent it is able to do so under its policies and obligations to sponsors of the research, and any applicable rights holders, hereby grants Provider a ninety-day (90-day) period (after the filing of a U.S. patent application claiming the invention or Modification or after the supply of a sample of the Modification if no patent application is to be filed) to negotiate the term...
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Patents and Licensing. In the case of solely-owned Inventions, the preparation, filing and prosecution of patent applications and any licensing or other commercialization activities pertaining thereto will be at the owner’s sole discretion and expense. The Parties agree to confer to reach a mutually acceptable course of action with regard to the patenting and licensing of any jointly owned Inventions.
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Related to Patents and Licensing

  • COPYRIGHTS AND LICENSES § 7.1 The Architect and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. § 7.2 The Architect and the Architect’s consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and shall retain all common law, statutory and other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Architect and the Architect’s consultants. § 7.3 The Architect grants to the Owner a nonexclusive license to use the Architect’s Instruments of Service solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the Owner substantially performs its obligations under this Agreement, including prompt payment of all sums due pursuant to Article 9 and Article 11. The Architect shall obtain similar nonexclusive licenses from the Architect’s consultants consistent with this Agreement. The license granted under this section permits the Owner to authorize the Contractor, Subcontractors, Sub-subcontractors, and suppliers, as well as the Owner’s consultants and separate contractors, to reproduce applicable portions of the Instruments of Service, subject to any protocols established pursuant to Section 1.3, solely and exclusively for use in performing services or construction for the Project. If the Architect rightfully terminates this Agreement for cause as provided in Section 9.4, the license granted in this Section 7.3 shall terminate. § 7.3.1 In the event the Owner uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Architect and Architect’s consultant(s) from all claims and causes of action arising from such uses. The Owner, to the extent permitted by law, further agrees to indemnify and hold harmless the Architect and its consultants from all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner’s use of the Instruments of Service under this Section 7.3.1. The terms of this Section 7.3.1 shall not apply if the Owner rightfully terminates this Agreement for cause under Section 9.4. § 7.4 Except for the licenses granted in this Article 7, no other license or right shall be deemed granted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. Any unauthorized use of the Instruments of Service shall be at the Owner’s sole risk and without liability to the Architect and the Architect’s consultants. § 7.5 Except as otherwise stated in Section 7.3, the provisions of this Article 7 shall survive the termination of this Agreement.

  • Patents, Trademarks, Copyrights and Licenses All patents, patent applications, trademarks, trademark applications, service marks, service ▇▇▇▇ applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property rights which are necessary for the operation of its business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service ▇▇▇▇, service ▇▇▇▇ application, service ▇▇▇▇ license, design rights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all software used by any Borrower, such Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9 hereto.

  • Copyrights, Patents, Trademarks and Licenses, etc The Company and each Subsidiary own or are licensed or otherwise have the right to use all of the material patents, trademarks, service marks, trade names, copyrights, contractual franchises, authorizations and other rights that are reasonably necessary for the operation of their respective businesses, without material conflict with the rights of any other Person. To the best knowledge of the Company, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Company or any Subsidiary infringes upon any rights held by any other Person. Except as specifically disclosed in Schedule 6.5, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Company, threatened, and no patent, invention, device, application, principle or any statute, law, rule, regulation, standard or code is pending or, to the knowledge of the Company, proposed, which, in either case, would reasonably be expected to have a Material Adverse Effect.

  • Proprietary Rights and Licenses 7.1 Subject to the limited rights expressly granted under this Agreement, we and our licensors reserve all of right, title and interest in and to the Sage Services and Content, including all related intellectual property rights. No rights are granted to you other than as expressly set out in this Agreement. 7.2 We grant to you a worldwide, limited-term license to use Content acquired by you pursuant to Order Forms, subject to those Order Forms, this Agreement and the Collateral. 7.3 You grant us and our Affiliates a worldwide, limited- term license to host, copy, transmit and display Customer Data, and any Non-Sage Applications and program code created by or for you using a Sage Service, as necessary for us to provide the Sage Services in accordance with this Agreement. Subject to the limited licenses granted within this Agreement, we acquire no right, title or interest under this Agreement in or to Customer Data or any Non-Sage Application. 7.4 You grant to us and our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Sage Services any suggestion, enhancement request, recommendation, correction or other feedback provided by you or users relating to the operation of the Sage Services. 7.5 You grant to us a non-exclusive non-transferable right to use your name and logo in our marketing or promotional material during the term of this Agreement for the purpose of identifying you as a customer.

  • Trademarks, Franchises, and Licenses The Borrower and its Subsidiaries own, possess, or have the right to use all necessary patents, licenses, franchises, trademarks, trade names, trade styles, copyrights, trade secrets, know how, and confidential commercial and proprietary information to conduct their businesses as now conducted, without known conflict with any patent, license, franchise, trademark, trade name, trade style, copyright or other proprietary right of any other Person.