Project IP Clause Samples
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Project IP. 5.1 Each User will own any Project IP arising from its conduct and that of its Co- workers of the Research Project, subject to any Funders’ rights in such Programme IP.
5.2 In the event that a “User” exploits commercially any of its Project IP it will negotiate with the Centre and/or any other User a fair and reasonable royalty, based upon the value of any products or processes it exploits commercially, but only in the event that: i) those products or processes commercially exploited incorporate, embed or otherwise contain any of the Centre’s and/or other User’s Background IP or Project IP, and/or ii) the Centre and/or other User (as the case may be) can show by written record that they have made a contribution to the development of the User’s Project IP. Furthermore in determining the royalty rate, if any, the parties shall take into consideration the expenses incurred in securing intellectual property protection of the User’s Project IP and the costs of its commercial exploitation.
5.3 A User and a Centre may agree that, taking into consideration the contribution made to a Research Project by employees, students, agents or appointees of a Centre, The Project IP should be owned jointly by the User and the Centre, upon such terms to be agreed by the User and the Centre.
5.4 These licensing provisions shall not apply to the extent that they conflict with a User's obligations under any relevant agreement with a Funder.
Project IP. Any and all inventions, improvements, technology, developments, innovations, ideas, know-how, approaches, software, hardware, designs, concepts, techniques, processes, data, tools, templates, methodologies, algorithms, documentation and any other Intellectual Property which is developed by QUALCOMM or jointly by QUALCOMM and AirCell during the Term and pursuant to this Agreement for any Deliverable is “Project Work Product.” QUALCOMM shall be the sole and exclusive owner of all Intellectual Property Rights that are not AirCell’s Background Technology or Background Intellectual Property Rights in and to the Project Work Product (“Project IP”). QUALCOMM shall not own any Intellectual Property Rights developed independently by AirCell. QUALCOMM shall not own any products, technology or any Intellectual Property of AirCell under this Agreement and the Statement of Work.
Project IP. Prothena shall solely and exclusively own all right, title and interest in and to the Work Product and all Intellectual Property arising during the course of performance of the Services, whether made solely by either Party or jointly by the Parties (collectively, the “Project IP”). Consultant hereby assigns to Prothena, its successors or assigns, as the case may be, all rights, titles and interest in the Project IP. Consultant shall promptly notify Prothena in writing of any inventions within the Project IP conceived of, or reduced to practice, by Consultant, together with a reasonable description of any such invention.
Project IP. (a) Subject to clause 7.3(c), Deswik assigns to the Client all Project IP. Deswik will do all things, including executing all documents, necessary to give effect to this clause.
(b) Notwithstanding anything else in this Agreement, the Client will own all rights, including Intellectual Property, in Project IP comprising developments to or manipulations of the Client’s data, and any data files, database, documentation or records in which the Client’s data is contained or which otherwise relate to the Client’s data.
(c) The Client grants to Deswik a non-exclusive, perpetual license to use the Project IP in connection with Deswik’s business, including to reuse non Client-specific Project IP for other clients of Deswik; but subject at all times to Deswik’s obligations of confidentiality to the Client, whether under clause 8 of this Agreement or otherwise.
Project IP. 8.2.2.1. Any and all Project IP, other than mask work rights, that falls within the Intel Field of Use, whether solely or jointly developed, shall be owned solely by Intel (“Intel Owned IP”). Aquantia hereby assigns to Intel all of the Project IP developed or co-developed by Aquantia pursuant to this Project Statement that falls within the Intel Field of Use.
8.2.2.2. Any and all Project IP that falls within the Aquantia Field of Use, whether solely or jointly developed, and all mask work rights that are part of the Project IP, shall be owned solely by Aquantia (“Aquantia Owned IP”). Intel hereby assigns to Aquantia all of the Project IP developed or co-developed by Intel pursuant to this Project Statement that falls within the Aquantia Field of Use.
8.2.2.3. Any Project IP that does not fall within either the Intel Field of Use or the Aquantia Field of Use that is solely conceived by employees of one Party as part of the Project without any contribution, individually or jointly, of employees of the other Party shall be owned solely by the Party whose employees conceived such Project IP. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
8.2.2.4. Any Project IP that does not fall within either the Intel Field of Use or the Aquantia Field of Use that is jointly conceived by employees of both parties as part of the Project (“Joint Out-of-Field Project IP”) shall be jointly owned.
8.2.2.5. Subject to the licenses granted in this Project Statement and upon the expressed written approval of the other Party, either Party may at its sole expense file a Patent and carry out Patent Prosecution on any Joint Out-of-Field Project IP and the non-filing Party will assign and hereby does assign to the filing Party all of its ownership interest in such Joint Out-of-Field Project IP and agrees to execute further instruments necessary for Patent Prosecution as reasonably requested by the filing Party.
8.2.2.6. In the event either Party is unable to obtain the expressed written approval of the other Party pursuant to Section 8.2.2.5 of this Project Statement, such Joint Out-of-Field Project IP will be kept as a jointly-owned trade secret.
Project IP. The underlying intellectual property of the Project, Project Social Media Accounts and any derivatives (collectively, the “Project IP”) shall be owned and managed by Licensor. Licensor’s Business and Legal Affairs team shall handle all legal aspects of the Project IP including copyright and trademark registrations.
Project IP. Each Collaborator warrants, to the best of its knowledge, that:
(a) the assignment of Project IP to UQ; and
(b) exercise of Project IP created by or on behalf of it, does not infringe the Intellectual Property Rights or breach the confidence of any person.
Project IP. (a) All right, title and interest in and to the Project IP will vest solely in UNSW with effect from the date of creation, who may be required to license or assign that Project IP to the Sponsor under the terms of the Head Agreement. The Subcontractor agrees to do all things reasonably necessary (including executing any documents) to ensure that ownership of the Project IP vests in accordance with this clause and the Head Agreement.
Project IP. (a) Project IP is owned by UQ on creation.
(b) Each Collaborator assigns all right, title and interest in the Project IP to UQ at the time it is created or developed.
(c) UQ grants to each Collaborator a non-exclusive, non-transferable, world-wide licence to exercise the Project IP for Project Purposes and Permitted Purposes during the Term.
(d) Where the Details specify that the Project is a research project for the public good, the licence granted by clause 8.2(c) for Permitted Purposes applies both during the Term and after the Term in perpetuity.
(e) The licence granted by clause 8.2(c) must not be sublicensed except to an Approved Subcontractor for Project Purposes.
(f) UQ may choose whether, and if so how, to pursue registration or other protection in respect of the Project IP.
Project IP. Company shall be the sole and exclusive owner of all Project IP (i) related to the Product, including, without limitation, its development, specifications, testing, ingredient contents and ratios, manufacture process, formulation, and ingredient profiles, or (ii) based on, derived from or using any Company IP or Company Confidential Information (“Company Project IP”). Manufacturer hereby assigns to Company all of its right, title and interest in and to all Company Project IP. Manufacturer agrees to execute such documents and take such actions as Company may from time to time reasonably request to effect the foregoing assignment. Ownership of all Project IP other than Company Project IP shall be owned by the developing party (“Other Project IP”). Manufacturer hereby grants to Company a worldwide, irrevocable, royalty-free nonexclusive license for any purpose to the Other Project IP in which it has any right, title or interest.