Rights in Intellectual Property. All information, inventions, software, databases, works of authorship, and data, regardless of form, generated in performance of or delivered under this Order (collectively “Work Product”) shall be the sole property of Buyer, providing that nothing in the terms and conditions shall be construed or interpreted to limit or restrict rights of Government in regard to data or tooling it owns or has rights to use, including right to authorize subcontractor right to use data or tooling in direct contracts between subcontractor and Government. For purposes of copyright law, all Work Product shall be regarded as a “work for hire.” In the event such Work Product may be ineligible for treatment as a work for hire or that copyright in such Work Product does not vest in Buyer by law, Seller hereby assigns all rights, title and interest in the same to Buyer. If Seller provides professional services and regularly uses its own software systems to perform such professional services, then ownership of improvements to such software systems made by Seller during performance, and unrelated to and not dictated by ▇▇▇▇▇’s business needs and information, shall be retained by Seller. Buyer shall, however, enjoy a fully paid-up, royalty-free, unrestricted, world-wide, irrevocable, nonexclusive license to practice such improvements. Improvements to such systems derived from Buyer or dictated by ▇▇▇▇▇’s business needs or information shall be owned by Buyer pursuant to the terms herein. Any information provided to Seller by Buyer shall be and remain the sole property of Buyer. Seller agrees to keep all Buyer information and any Work Product confidential in accordance with Article 22. All information, software, databases, works of authorship, and data, regardless of form, previously authored, developed or created by Seller prior to entering into this Order and used in connection with this Order shall be and remain the sole property of the Seller, with the proviso that Buyer is licensed to provide the same to its customers and to use, sell, copy, display, perform and create derivative works of any materials included with or incorporated in anything delivered by Seller to Buyer in connection with this Order. Seller hereby assigns to Buyer the entire right, title, and interest, worldwide, in any invention conceived or first actually reduced to practice in performing this Order. Seller hereby grants to Buyer a fully paid-up, royalty-free, unrestricted, world-wide, irrevocable, nonexclusive license to make, use, sell and offer for sale any invention which is not conceived or first actually reduced to practice in performing this Order, but which is described, necessary for full use and enjoyment of, or incorporated in anything delivered by Seller to Buyer in connection with this Order. For inventions conceived or first actually reduced to practice under this Order, Seller shall furnish Buyer with notice and information sufficient for Buyer to file and prosecute patent applications, and Seller will cooperate in executing all documents incident to such filing and prosecution. In connection with the licenses granted under this Order, Seller shall furnish any information, data or code necessary to enable Buyer to use and fully enjoy such license(s). Final payment shall not be due hereunder until after receipt by ▇▇▇▇▇ of such complete invention information, or certification that there is no such information, and receipt of all deliverables.
Appears in 4 contracts
Sources: Purchase Order Agreement, Purchase Order, Purchase Order Agreement
Rights in Intellectual Property. All information
(a) Seller hereby assigns to Buyer all rights in, inventionstitle to, and ownership of patents, trade secrets, technical data, and other intellectual property created, conceived, or first reduced to practice during Seller’s performance of the Work under this Subcontract. This specifically includes, but is not limited to, original works of authorship fixed in any tangible form, including software and software improvements, enhancements, derivative works, and mask works, whether specially ordered or commissioned, made by Seller alone or jointly with others in connection with the Subcontract.
(b) In instances where the above allocation of rights is prohibited by law or the terms of the Prime Contract, Seller hereby grants to Buyer a royalty-free, perpetual, worldwide, non-exclusive, irrevocable, transferrable, sublicensable, and otherwise unlimited license to sell, disclose, distribute, or otherwise use all delivered data, software, databasesor other intellectual property to support Buyer’s Customer under the relevant Prime Contract, works as well as related and/or follow-on contracts, to make use of authorshipany delivered Goods, Services, or intellectual property (including data), and/or to otherwise comply with Buyer’s contractual obligations under the relevant Prime Contract and/or related or follow-on contracts. In instances where Seller retains ownership of data or intellectual property first created, conceived, or first reduced to practice under this Subcontract, Seller hereby agrees to comply with (and take all actions necessary to support Buyer’s compliance with) all applicable notice, administration, and datareporting requirements set forth in statutes and regulations relevant to United States Government contracting.
(c) Seller further warrants that it will obtain from all employees, regardless vendors, and/or subcontractors such rights and title necessary to comply with the requirements of formthis provision, generated on Buyer’s behalf, from all employees or lower-tiered subcontractors and vendors in a way that facilitates Seller’s transfer of such rights and title to Buyer or Buyer’s assigns. Seller shall not incorporate any data or other intellectual property which was not first produced in the performance of the Subcontract into Work delivered under the Subcontract unless Seller: (i) arranges for and provides to Buyer and Buyer’s Customer a non-exclusive, irrevocable license for unlimited use and disclosure of the data or other intellectual property sufficient to allow Buyer to comply with its obligations to its Customer rights consistent with those that Buyer would receive had the data or intellectual property been created, conceived, or first reduced to practice under this Subcontract; or (ii) receives prior approval from Buyer to incorporate such data or intellectual property.
(d) Seller recognizes that this Subcontract is issued under a Prime Contract awarded by the Government. Accordingly, the Government is entitled to certain intellectual property rights associated with Work developed by Seller under this Subcontract. The terms of this section are not intended to limit the Government’s rights in Work performed or delivered under this Order Subcontract. For additional information on intellectual property rights, please review FAR Part 27, DFARS Part 227, similar provisions of relevant agency FAR supplements, and the clauses associated with each of the aforementioned sections. Seller hereby agrees to provide and does provide the Government with all intellectual property rights, including license rights, required by the FAR and DFARS.
(collectively “Work Product”e) Any intellectual property, technical data, or other information owned by or provided by Buyer to Seller under this Subcontract shall be remain the sole exclusive property of Buyer. Seller shall treat this Buyer-provided or Buyer-owned intellectual property, providing that nothing technical data, and other information in accordance with the terms and conditions shall be construed of the applicable NDA/PIA or interpreted to limit or restrict rights the provision of Government in regard to data or tooling it owns or has rights to use, including right to authorize subcontractor right to use data or tooling in direct contracts between subcontractor and Governmentthis Subcontract concerning proprietary information. For purposes of copyright law, all Work Product shall be regarded as a “work for hire.” In To the event such Work Product may be ineligible for treatment as a work for hire or extent that copyright in such Work Product does not vest in Buyer by law, Seller hereby assigns all rights, title and interest in the same to Buyer. If Seller provides professional services and regularly ▇▇▇▇▇▇ uses its own software systems to perform such professional services, then ownership of improvements to such software systems made by Seller during performance, and unrelated to and not dictated by ▇▇▇▇▇’s business needs and informationintellectual property, shall be retained by Sellertechnical data, or other information to create new or updated products, Seller agrees that (1) the new
(f) Nothing in this Subcontract permits Seller to use publicly or with any third parties Buyer’s name, trademarks, or Buyer-owned images. Buyer shallSeller may only receive the right to use such names, howevertrademarks, enjoy or images through a fully paid-up, royalty-free, unrestricted, world-wide, irrevocable, nonexclusive license to practice such improvements. Improvements to such systems derived from Buyer or dictated by ▇▇▇▇▇’s business needs or information shall be owned by Buyer pursuant to the terms herein. Any information provided to Seller by Buyer shall be and remain the sole property of separate agreement with Buyer. If Seller agrees receives such a right to keep all Buyer information use Buyer’s names, trademarks, or images, such use must be consistent with Buyer’s usage guidelines, which will be provided if and when Seller is permitted to use Buyer’s names, trademarks, or images.
(g) Any Work delivered under this Subcontract shall not contain any Work Product confidential in accordance with Article 22. All information, software, databasesincluding, works of authorshipwithout limitation, and datasource code, regardless of formcompiled code, previously authoredembedded software, developed firmware, free software, open source software, freeware, general public-license governed software, or created by Seller prior to entering into this Order and used in connection with this Order shall be and remain the sole property of the Sellerany electronic hardware, with the proviso that Buyer is licensed to provide the same to its customers and to useincluding, sellwithout limitation, copyfree hardware designs, display, perform and create derivative works of any materials included with or incorporated in anything delivered by Seller to Buyer in connection with this Order. Seller hereby assigns to Buyer the entire right, title, and interest, worldwideopen source hardware designs, in any invention conceived form that is subject to any obligations or first actually reduced conditions that may provide a legal right to practice in performing this Order. Seller hereby grants any third party to Buyer a fully paid-upaccess such software, royalty-freeand/or electronic hardware, unrestricted, world-wide, irrevocable, nonexclusive license to make, or that could otherwise impose any limitation or condition on Buyer’s use, sell and offer for sale any invention which is not conceived or first actually reduced to practice in performing this Orderreproduction, but which is describedmodification, necessary for full use and enjoyment ofdistribution, publication, or incorporated in anything delivered by Seller to Buyer in connection with this Order. For inventions conceived or first actually reduced to practice under this Order, Seller shall furnish Buyer with notice and information sufficient for Buyer to file and prosecute patent applications, and Seller will cooperate in executing all documents incident to such filing and prosecution. In connection with the licenses granted under this Order, Seller shall furnish any information, data or code necessary to enable Buyer to use and fully enjoy such license(s). Final payment shall not be due hereunder until after receipt by ▇▇▇▇▇ conveyance of such complete invention information, software or certification that there is no such information, and receipt of all deliverableselectronic hardware.
Appears in 1 contract
Sources: Terms and Conditions
Rights in Intellectual Property. All information, inventions, software, databases, works of authorship, Unless prohibited by law and data, regardless of form, generated in performance of / or delivered under this Order (collectively “Work Product”) shall be the sole property of Buyer, providing that nothing in the terms and conditions shall be construed or interpreted to limit or restrict rights of U.S. Government in regard to data or tooling it owns or has rights to use, including right to authorize subcontractor right to use data or tooling in direct contracts between subcontractor and Government. For purposes of copyright law, all Work Product shall be regarded as a “work for hire.” In the event such Work Product may be ineligible for treatment as a work for hire or that copyright in such Work Product does not vest in Buyer by lawprime contract provisions, Seller hereby assigns to Buyer all rightsrights in, title to, and interest ownership of patents, trade secrets, technical data, and other intellectual property created, conceived, or first reduced to practice under this Subcontract. This specifically includes, but is not limited to, original works of authorship fixed in any tangible form, including software and software improvements, enhancements, derivative works and mask works, whether specially ordered or commissioned, made by Seller alone or jointly with others in connection with the same Subcontract are hereby assigned to Buyer. If In instances where the above allocation of rights is prohibited by law or U.S. Government prime contract term, Seller provides professional services hereby grants to Buyer a royalty-free, perpetual, worldwide, non-exclusive, irrevocable, transferrable, sublicensable and regularly uses its own software systems otherwise unlimited license to perform such professional sell, disclose, distribute, or otherwise use all delivered data, software, or other intellectual property to support Buyer’s customer under the relevant prime contract as well as related and/or follow-on contracts, to make use of any delivered goods, services, then ownership of improvements or intellectual property (including data), and/or to such software systems made by Seller during performance, and unrelated to and not dictated by otherwise comply with ▇▇▇▇▇’s business needs and informationcontractual obligations under the relevant prime contract and/or related or follow-on contracts. In instances where Seller retains ownership of data or intellectual property first created, shall be retained by Seller. Buyer shallconceived, however, enjoy a fully paid-up, royalty-free, unrestricted, world-wide, irrevocable, nonexclusive license or first reduced to practice under this Subcontract, Seller hereby agrees to comply with (and take all actions necessary to support Buyer’s compliance with) all applicable notice, administration, and reporting requirements set forth in statutes and regulations relevant to United States Government contracting. Seller further warrants that it will obtain from all employees, vendors, and/or subcontractors such improvementsthe rights and title necessary to comply with the requirements of this section, on Buyer’s behalf, from all employees or subcontractors in a way that facilitates Seller’s transfer of such rights and title to Buyer or Buyer’s assigns. Improvements Seller shall not incorporate any data or other intellectual property which was not first produced in the performance of the Subcontract into Products delivered under the Subcontract unless Seller: (1) arranges for and provides to such systems derived Buyer and Buyer’s customers at any tier a non-exclusive, irrevocable license for unlimited use and disclosure of the data or other intellectual property sufficient to allow Buyer to comply with its obligations to its Customer rights consistent with those that Buyer would receive had the data or intellectual property been created, conceived, or first reduced to practice under this Subcontract; or (2) receives prior approval from Buyer to incorporate such data or dictated intellectual property. Government License: Seller recognizes that this Subcontract is issued under a Government Prime Contract. Accordingly, the Government is entitled to certain intellectual property rights associated with Subcontract Work. For additional FORM-151 Rev G 6 of 29 information on intellectual property rights, please review FAR Part 27, DFARS Part 227, similar provisions of relevant agency FAR supplements, and the clauses associated with each of the aforementioned sections. Seller hereby provides the Government with all intellectual property rights, including license rights, required by ▇▇▇▇▇’s business needs the FAR and DFARS. Buyer-Provided Intellectual Property: Any intellectual property, technical data, or other information shall be owned by or provided by Buyer pursuant to the terms herein. Any information provided to Seller by Buyer under this Agreement shall be and remain the sole exclusive property of Buyer. Seller agrees to keep all Buyer shall treat this Buyer-provided or Buyer-owned intellectual property, technical data, and other information and any Work Product confidential in accordance with Article 22. All information, software, databases, works of authorship, and data, regardless of form, previously authored, developed or created by Seller prior to entering into this Order and used in connection with this Order shall be and remain the sole property terms of the Seller, with the proviso that Buyer applicable non-disclosure agreement or Agreement provision concerning proprietary information. If there is licensed to provide the same to its customers and to use, sell, copy, display, perform and create derivative works of any materials included with no non-disclosure agreement or incorporated in anything delivered by Seller to Buyer in connection with this Order. Seller hereby assigns to Buyer the entire right, title, and interest, worldwide, in any invention conceived or first actually reduced to practice in performing this Order. Seller hereby grants to Buyer a fully paid-up, royalty-free, unrestricted, world-wide, irrevocable, nonexclusive license to make, use, sell and offer for sale any invention which is not conceived or first actually reduced to practice in performing this Order, but which is described, necessary for full use and enjoyment of, or incorporated in anything delivered by Seller to Buyer in connection with this Order. For inventions conceived or first actually reduced to practice under this OrderAgreement provision concerning proprietary information, Seller shall furnish Buyer with notice and information sufficient for Buyer receive a limited, nonexclusive, revocable, non-transferrable, non- sublicensable license to file and prosecute patent applicationsthis Buyer-provided or Buyer-owned intellectual property, technical data, and other information only for the period of performance of this Agreement and only permitting the intellectual property, technical data, and other information to be used to perform this Agreement. Buyer Name, Trademarks, and Images: Nothing in this Agreement permits Seller will cooperate in executing all documents incident to such filing and prosecution. In connection with the licenses granted under this Order, Seller shall furnish any information, data or code necessary to enable Buyer to use and fully enjoy publicly or with any third parties SNC’s name, trademarks or Buyer-owned images. Seller can only receive the right to use such license(s). Final payment shall not be due hereunder until after receipt by ▇▇▇▇▇ of such complete invention informationnames, trademarks, or certification that there images through a separate agreement with SNC. If Seller receives such a right to use SNC names, trademarks, or images, such use must be consistent with SNC’s usage guidelines, which will be provided if and when Seller is no such informationpermitted to use Buyer names, and receipt of all deliverablestrademarks, or images.
Appears in 1 contract
Sources: Terms and Conditions
Rights in Intellectual Property. All information, inventions, software, databases, works of authorship, and data, regardless of form, generated in performance of or delivered under this Order (collectively “Work Product”) shall be the sole property of Buyer, providing that nothing in the terms and conditions shall be construed or interpreted to limit or restrict rights of Government in regard to data or tooling it owns or has rights to use, including right to authorize subcontractor right to use data or tooling in direct contracts between subcontractor and Government. For purposes of copyright law, all Work Product shall be regarded as a “work for hire.” In the event such Work Product may be ineligible for treatment as a work for hire or that copyright in such Work Product does not vest in Buyer by law, Seller hereby assigns to Buyer all rightsrights in, title to, and interest in the same to Buyer. If Seller provides professional services and regularly uses its own software systems to perform such professional services, then ownership of improvements patents, trade secrets, technical data, and other intellectual property created, conceived, or first reduced to such practice under this Agreement. This specifically includes, but is not limited to, original works of authorship fixed in any tangible form, including software systems and software improvements, enhancements, derivative works and mask works, whether specially ordered or commissioned, made by Seller during performancealone or jointly with others in connection with the Agreement. Seller further warrants that it will obtain such rights and title, on Buyer’s behalf, from all employees or subcontractors in a way that facilitates Seller’s transfer of such rights and unrelated title to Buyer or Buyer’s assigns. Seller shall not incorporate any data or other intellectual property which was not first produced in the performance of the Agreement into Products delivered under the Agreement unless Seller: (1) arranges for and not dictated by ▇▇▇▇▇provides to Buyer and Buyer’s business needs customers at any tier a non-exclusive, irrevocable license for unlimited use and information, shall be retained by Seller. disclosure of the data or other intellectual property sufficient to allow Buyer shall, however, enjoy a fully paid-up, royalty-free, unrestricted, world-wide, irrevocable, nonexclusive license to practice such improvements. Improvements comply with its obligations to such systems derived its Customer; or (2) receives prior approval from Buyer to incorporate such data or dictated by ▇▇▇▇▇’s business needs intellectual property. Buyer-Provided Intellectual Property: Any intellectual property, technical data, or other information shall be owned by or provided by Buyer pursuant to the terms herein. Any information provided to Seller by Buyer under this Agreement shall be and remain the sole exclusive property of Buyer. Seller agrees to keep all Buyer shall treat this Buyer-provided or Buyer-owned intellectual property, technical data, and other information and any Work Product confidential in accordance with Article 22. All information, software, databases, works of authorship, and data, regardless of form, previously authored, developed or created by Seller prior to entering into this Order and used in connection with this Order shall be and remain the sole property terms of the Seller, with the proviso that Buyer applicable non-disclosure agreement or Agreement provision concerning proprietary information. If there is licensed to provide the same to its customers and to use, sell, copy, display, perform and create derivative works of any materials included with no non-disclosure agreement or incorporated in anything delivered by Seller to Buyer in connection with this Order. Seller hereby assigns to Buyer the entire right, title, and interest, worldwide, in any invention conceived or first actually reduced to practice in performing this Order. Seller hereby grants to Buyer a fully paid-up, royalty-free, unrestricted, world-wide, irrevocable, nonexclusive license to make, use, sell and offer for sale any invention which is not conceived or first actually reduced to practice in performing this Order, but which is described, necessary for full use and enjoyment of, or incorporated in anything delivered by Seller to Buyer in connection with this Order. For inventions conceived or first actually reduced to practice under this OrderAgreement provision concerning proprietary information, Seller shall furnish Buyer with notice and information sufficient for Buyer receive a limited, nonexclusive, revocable, non-transferrable, nonsublicensable license to file and prosecute patent applicationsthis Buyer-provided or Buyer- owned intellectual property, technical data, and other information only for the period of performance of this Agreement and only permitting the intellectual property, technical data, and other information to be used to perform this Agreement. Buyer Name, Trademarks, and Images: Nothing in this Agreement permits Seller will cooperate in executing all documents incident to such filing and prosecution. In connection with the licenses granted under this Order, Seller shall furnish any information, data or code necessary to enable Buyer to use and fully enjoy publically or with any third parties Sierra Space’s name, trademarks or Buyer-owned images. Seller can only receive the right to use such license(s). Final payment shall not be due hereunder until after receipt by ▇▇▇▇▇ of such complete invention informationnames, trademarks, or certification that there images through a separate agreement with Sierra Space. If Seller receives such a right to use Sierra Space names, trademarks, or images, such use must be consistent with Sierra Space’s usage guidelines, which will be provided if and when Seller is no such informationpermitted to use Buyer names, and receipt of all deliverablestrademarks, or images.
Appears in 1 contract
Sources: Commercial Contract
Rights in Intellectual Property. All informationUnless prohibited by law and / or U.S. Government prime contract provisions, inventions, software, databases, works of authorship, and data, regardless of form, generated in performance of or delivered under this Order (collectively “Work Product”) shall be the sole property of Buyer, providing that nothing in the terms and conditions shall be construed or interpreted to limit or restrict rights of Government in regard to data or tooling it owns or has rights to use, including right to authorize subcontractor right to use data or tooling in direct contracts between subcontractor and Government. For purposes of copyright law, all Work Product shall be regarded as a “work for hire.” In the event such Work Product may be ineligible for treatment as a work for hire or that copyright in such Work Product does not vest in Buyer by law, Seller hereby assigns all rights, title and interest in the same to Buyer. If Seller provides professional services and regularly uses its own software systems to perform such professional services, then ownership of improvements to such software systems made by Seller during performance, and unrelated to and not dictated by ▇▇▇▇▇’s business needs and information, shall be retained by Seller. Buyer shall, however, enjoy a fully paid-up, royalty-free, unrestricted, world-wide, irrevocable, nonexclusive license to practice such improvements. Improvements to such systems derived from Buyer or dictated by ▇▇▇▇▇’s business needs or information shall be owned by Buyer pursuant to the terms herein. Any information provided to Seller by Buyer shall be and remain the sole property of Buyer. Seller agrees to keep all Buyer information and any Work Product confidential in accordance with Article 22. All information, software, databases, works of authorship, and data, regardless of form, previously authored, developed or created by Seller prior to entering into this Order and used in connection with this Order shall be and remain the sole property of the Seller, with the proviso that Buyer is licensed to provide the same to its customers and to use, sell, copy, display, perform and create derivative works of any materials included with or incorporated in anything delivered by Seller to Buyer in connection with this Order. Seller hereby assigns to Buyer the entire rightall rights in, titletitle to, and interestownership of patents, worldwidetrade secrets, in any invention conceived technical data, and other intellectual property created, conceived, or first actually reduced to practice under this Subcontract. This specifically includes, but is not limited to, original works of authorship fixed in performing this Orderany tangible form, including software and software improvements, enhancements, derivative works and mask works, whether specially ordered or commissioned, made by Seller alone or jointly with others in connection with the Subcontract are hereby assigned to Buyer. In instances where the above allocation of rights is prohibited by law or U.S. Government prime contract term, Seller hereby grants to Buyer a fully paid-up, royalty-free, unrestrictedperpetual, worldworldwide, non-wideexclusive, irrevocable, nonexclusive transferrable, sublicensable and otherwise unlimited license to makesell, usedisclose, sell and offer for sale distribute, or otherwise use all delivered data, software, or other intellectual property to support Buyer’s customer under the relevant prime contract as well as related and/or follow-on contracts, to make use of any invention which is not conceived delivered goods, services, or intellectual property (including data), and/or to otherwise comply with Buyer’s contractual obligations under the relevant prime contract and/or related or follow-on contracts. In instances where Seller retains ownership of data or intellectual property first created, conceived, or first actually reduced to practice in performing this Order, but which is described, necessary for full use and enjoyment of, or incorporated in anything delivered by Seller to Buyer in connection with this Order. For inventions conceived or first actually reduced to practice under this OrderSubcontract, Seller hereby agrees to comply with (and take all actions necessary to support Buyer’s compliance with) all applicable notice, administration, and reporting requirements set forth in statutes and regulations relevant to United States Government contracting. Seller further warrants that it will obtain from all employees, vendors, and/or subcontractors such the rights and title necessary to comply with the requirements of this section, on Buyer’s behalf, from all employees or subcontractors in a way that facilitates Seller’s transfer of such rights and title to Buyer or Buyer’s assigns. Seller shall not incorporate any data or other intellectual property which was not first produced in the performance of the Subcontract into Products delivered under the Subcontract unless Seller: (1) arranges for and provides to Buyer and Buyer’s customers at any tier a non-exclusive, irrevocable license for unlimited use and disclosure of the data or other intellectual property sufficient to allow Buyer to comply with its obligations to its Customer rights consistent with those that Buyer would receive had the data or intellectual property been created, conceived, or first reduced to practice under this Subcontract; or (2) receives prior approval from Buyer to incorporate such data or intellectual property. Government License: Seller recognizes that this Subcontract is issued under a Government Prime Contract. Accordingly, the Government is entitled to certain intellectual property rights associated with Subcontract Work. For additional information on intellectual property rights, please review FAR Part 27, DFARS Part 227, similar provisions of relevant agency FAR supplements, and the clauses associated with each of the aforementioned sections. Seller hereby provides the Government with all intellectual property rights, including license rights, required by the FAR and DFARS. Buyer-Provided Intellectual Property: Any intellectual property, technical data, or other information owned by or provided by Buyer to Seller under this Agreement shall remain the exclusive property of Buyer. Seller shall treat this Buyer-provided or Buyer-owned intellectual property, technical data, and other information in accordance with the terms of the applicable non-disclosure agreement or Agreement provision concerning proprietary information. If there is no non-disclosure agreement or Agreement provision concerning proprietary information, Seller shall furnish Buyer with notice and information sufficient for Buyer receive a limited, nonexclusive, revocable, non-transferrable, non- sublicensable license to file and prosecute patent applicationsthis Buyer-provided or Buyer-owned intellectual property, technical data, and other information only for the period of performance of this Agreement and only permitting the intellectual property, technical data, and other information to be used to perform this Agreement. Buyer Name, Trademarks, and Images: Nothing in this Agreement permits Seller will cooperate in executing all documents incident to such filing and prosecution. In connection with the licenses granted under this Order, Seller shall furnish any information, data or code necessary to enable Buyer to use and fully enjoy publically or with any third parties SNC’s name, trademarks or Buyer-owned images. Seller can only receive the right to use such license(s). Final payment shall not be due hereunder until after receipt by ▇▇▇▇▇ of such complete invention informationnames, trademarks, or certification that there images through a separate agreement with SNC. If Seller receives such a right to use SNC names, trademarks, or images, such use must be consistent with SNC’s usage guidelines, which will be provided if and when Seller is no such informationpermitted to use Buyer names, and receipt of all deliverablestrademarks, or images.
Appears in 1 contract
Sources: Terms and Conditions
Rights in Intellectual Property. All information, inventions, software, databases, works of authorship, and data, regardless of form, generated in performance of or delivered under this Order (collectively “Work Product”a) shall be the sole property of Buyer, providing that nothing in the terms and conditions shall be construed or interpreted to limit or restrict rights of Government in regard to data or tooling it owns or has rights to use, including right to authorize subcontractor right to use data or tooling in direct contracts between subcontractor and Government. For purposes of copyright law, all Work Product shall be regarded as a “work for hire.” In the event such Work Product may be ineligible for treatment as a work for hire or that copyright in such Work Product does not vest in Buyer by law, Seller hereby assigns all rights, title and interest in the same to Buyer. If Seller provides professional services and regularly uses its own software systems to perform such professional services, then ownership of improvements to such software systems made by Seller during performance, and unrelated to and not dictated by ▇▇▇▇▇’s business needs and information, shall be retained by Seller. Buyer shall, however, enjoy a fully paid-up, royalty-free, unrestricted, world-wide, irrevocable, nonexclusive license to practice such improvements. Improvements to such systems derived from Buyer or dictated by ▇▇▇▇▇’s business needs or information shall be owned by Buyer pursuant to the terms herein. Any information provided to Seller by Buyer shall be and remain the sole property of Buyer. Seller agrees to keep all Buyer information and any Work Product confidential in accordance with Article 22. All information, software, databases, works of authorship, and data, regardless of form, previously authored, developed or created by Seller prior to entering into this Order and used in connection with this Order shall be and remain the sole property of the Seller, with the proviso that Buyer is licensed to provide the same to its customers and to use, sell, copy, display, perform and create derivative works of any materials included with or incorporated in anything delivered by Seller to Buyer in connection with this Order. Seller hereby assigns to Buyer the entire rightall rights in, titletitle to, and interestownership of patents, worldwidetrade secrets, in any invention conceived technical data, and other intellectual property created, conceived, or first actually reduced to practice during Seller’s performance of the Work under this Subcontract. This specifically includes, but is not limited to, original works of authorship fixed in performing this Order. any tangible form, including software and software improvements, enhancements, derivative works, and mask works, whether specially ordered or commissioned, made by Seller alone or jointly with others in connection with the Subcontract.
(b) In instances where the above allocation of rights is prohibited by law or the terms of the Prime Contract, Seller hereby grants to Buyer a fully paid-up, royalty-free, unrestrictedperpetual, worldworldwide, non-wideexclusive, irrevocable, nonexclusive transferrable, sublicensable, and otherwise unlimited license to makesell, usedisclose, sell and offer for sale distribute, or otherwise use all delivered data, software, or other intellectual property to support Buyer’s Customer under the relevant Prime Contract, as well as related and/or follow-on contracts, to make use of any invention which is not conceived delivered Goods, Services, or intellectual property (including data), and/or to otherwise comply with Buyer’s contractual obligations under the relevant Prime Contract and/or related or follow-on contracts. In instances where Seller retains ownership of data or intellectual property first created, conceived, or first actually reduced to practice in performing this Order, but which is described, necessary for full use and enjoyment of, or incorporated in anything delivered by Seller to Buyer in connection with this Order. For inventions conceived or first actually reduced to practice under this OrderSubcontract, Seller hereby agrees to comply with (and take all actions necessary to support Buyer’s compliance with) all applicable notice, administration, and reporting requirements set forth in statutes and regulations relevant to United States Government contracting.
(c) Seller further warrants that it will obtain from all employees, vendors, and/or subcontractors such rights and title necessary to comply with the requirements of this provision, on Buyer’s behalf, from all employees or lower-tiered subcontractors and vendors in a way that facilitates Seller’s transfer of such rights and title to Buyer or Buyer’s assigns. Seller shall furnish not incorporate any data or other intellectual property which was not first produced in the performance of the Subcontract into Work delivered under the Subcontract unless Seller: (i) arranges for and provides to Buyer with notice and information Buyer’s Customer a non-exclusive, irrevocable license for unlimited use and disclosure of the data or other intellectual property sufficient for to allow Buyer to file and prosecute patent applicationscomply with its obligations to its Customer rights consistent with those that Buyer would receive had the data or intellectual property been created, conceived, or first reduced to practice under this Subcontract; or (ii) receives prior approval from Buyer to incorporate such data or intellectual property.
(d) Seller recognizes that this Subcontract is issued under a Prime Contract awarded by the Government. Accordingly, the Government is entitled to certain intellectual property rights associated with Work developed by Seller under this Subcontract. The terms of this section are not intended to limit the Government’s rights in Work performed or delivered under this Subcontract. For additional information on intellectual property rights, please review FAR Part 27, DFARS Part 227, similar provisions of relevant agency FAR supplements, and the clauses associated with each of the aforementioned sections. Seller hereby agrees to provide and does provide the Government with all intellectual property rights, including license rights, required by the FAR and DFARS.
(e) Any intellectual property, technical data, or other information owned by or provided by Buyer to Seller under this Subcontract shall remain the exclusive property of Buyer. Seller shall treat this Buyer-provided or Buyer-owned intellectual property, technical data, and other information in accordance with the terms of the applicable NDA/PIA or the provision of this Subcontract concerning proprietary information. To the extent that Seller uses Buyer’s intellectual property, technical data, or other information to create new or updated products, Seller agrees that (1) the new or updated products reflect an instantiation of Buyer’s intellectual property, technical data, or other information; (2) providing such new or updated products to third parties would violate the terms of the NDA/PIA; and (3) as a result, Seller will cooperate not supply such new or updated products to any third parties without first obtaining consent from SNC.
(f) Nothing in executing all documents incident this Subcontract permits Seller to use publicly or with any third parties Buyer’s name, trademarks, or Buyer- owned images. Seller may only receive the right to use such filing names, trademarks, or images through a separate agreement with Buyer. If Seller receives such a right to use Buyer’s names, trademarks, or images, such use must be consistent with Buyer’s usage guidelines, which will be provided if and prosecution. In connection with the licenses granted when Seller is permitted to use Buyer’s names, trademarks, or images.
(g) Any Work delivered under this Order, Seller shall furnish any information, data or code necessary to enable Buyer to use and fully enjoy such license(s). Final payment Subcontract shall not be due hereunder until after receipt by ▇▇▇▇▇ contain any software, including, without limitation, source code, compiled code, embedded software, firmware, free software, open source software, freeware, general public-license governed software, or any electronic hardware, including, without limitation, free hardware designs, or open source hardware designs, in any form that is subject to any obligations or conditions that may provide a legal right to any third party to access such software, and/or electronic hardware, or that could otherwise impose any limitation or condition on Buyer’s use, reproduction, modification, distribution, publication, or conveyance of such complete invention information, software or certification that there is no such information, and receipt of all deliverables.electronic hardware.
Appears in 1 contract
Sources: Terms and Conditions
Rights in Intellectual Property. All information, inventions, software, databases, works of authorship, and data, regardless of form, generated in performance of or delivered under this Order (collectively “Work Product”) shall be the sole property of Buyer, providing that nothing in the terms and conditions shall be construed or interpreted to limit or restrict rights of Government in regard to data or tooling it owns or has rights to use, including right to authorize subcontractor right to use data or tooling in direct contracts between subcontractor and Government. For purposes of copyright law, all Work Product shall be regarded as a “work for hire.” In the event such Work Product may be ineligible for treatment as a work for hire or that copyright in such Work Product does not vest in Buyer by law, Seller hereby assigns to Buyer all rightsrights in, title to, and interest in the same to Buyer. If Seller provides professional services and regularly uses its own software systems to perform such professional services, then ownership of improvements patents, trade secrets, technical data, and other intellectual property created, conceived, or first reduced to such practice under this Agreement. This specifically includes, but is not limited to, original works of authorship fixed in any tangible form, including software systems and software improvements, enhancements, derivative works and mask works, whether specially ordered or commissioned, made by Seller during performancealone or jointly with others in connection with the Agreement. Seller further warrants that it will obtain such rights and title, on Buyer’s behalf, from all employees or subcontractors in a way that facilitates Seller’s transfer of such rights and unrelated title to and not dictated by Buyer or ▇▇▇▇▇’s business needs assigns. Seller shall not incorporate any data or other intellectual property which was not first produced in the performance of the Agreement into Products delivered under the Agreement unless Seller: (1) arranges for and informationprovides to Buyer and Buyer’s customers at any tier a non- exclusive, shall be retained by Seller. irrevocable license for unlimited use and disclosure of the data or other intellectual property sufficient to allow Buyer shall, however, enjoy a fully paid-up, royalty-free, unrestricted, world-wide, irrevocable, nonexclusive license to practice such improvements. Improvements comply with its obligations to such systems derived its Customer; or (2) receives prior approval from Buyer to incorporate such data or dictated by ▇▇▇▇▇’s business needs intellectual property. Buyer-Provided Intellectual Property: Any intellectual property, technical data, or other information shall be owned by or provided by Buyer pursuant to the terms herein. Any information provided to Seller by Buyer under this Agreement shall be and remain the sole exclusive property of Buyer. Seller agrees to keep all Buyer shall treat this Buyer-provided or Buyer-owned intellectual property, technical data, and other information and any Work Product confidential in accordance with Article 22. All information, software, databases, works of authorship, and data, regardless of form, previously authored, developed or created by Seller prior to entering into this Order and used in connection with this Order shall be and remain the sole property terms of the Seller, with the proviso that Buyer applicable non-disclosure agreement or Agreement provision concerning proprietary information. If there is licensed to provide the same to its customers and to use, sell, copy, display, perform and create derivative works of any materials included with no non-disclosure agreement or incorporated in anything delivered by Seller to Buyer in connection with this Order. Seller hereby assigns to Buyer the entire right, title, and interest, worldwide, in any invention conceived or first actually reduced to practice in performing this Order. Seller hereby grants to Buyer a fully paid-up, royalty-free, unrestricted, world-wide, irrevocable, nonexclusive license to make, use, sell and offer for sale any invention which is not conceived or first actually reduced to practice in performing this Order, but which is described, necessary for full use and enjoyment of, or incorporated in anything delivered by Seller to Buyer in connection with this Order. For inventions conceived or first actually reduced to practice under this OrderAgreement provision concerning proprietary information, Seller shall furnish Buyer with notice and information sufficient for Buyer receive a limited, nonexclusive, revocable, non-transferrable, non-sublicensable license to file and prosecute patent applicationsthis Buyer- provided or Buyer-owned intellectual property, technical data, and other information only for the period of performance of this Agreement and only permitting the intellectual property, technical data, and other information to be used to perform this Agreement. Buyer Name, Trademarks, and Images: Nothing in this Agreement permits Seller will cooperate in executing all documents incident to such filing and prosecution. In connection with the licenses granted under this Order, Seller shall furnish any information, data or code necessary to enable Buyer to use and fully enjoy publically or with any third parties SNC’s name, trademarks or Buyer-owned images. Seller can only receive the right to use such license(s). Final payment shall not be due hereunder until after receipt by ▇▇▇▇▇ of such complete invention informationnames, trademarks, or certification that there images through a separate agreement with SNC. If Seller receives such a right to use SNC names, trademarks, or images, such use must be consistent with SNC’s usage guidelines, which will be provided if and when Seller is no such informationpermitted to use Buyer names, and receipt of all deliverablestrademarks, or images.
Appears in 1 contract
Sources: Commercial Contract
Rights in Intellectual Property. All information, inventions, software, databases, works of authorship, Unless prohibited by law and data, regardless of form, generated in performance of / or delivered under this Order (collectively “Work Product”) shall be the sole property of Buyer, providing that nothing in the terms and conditions shall be construed or interpreted to limit or restrict rights of U.S. Government in regard to data or tooling it owns or has rights to use, including right to authorize subcontractor right to use data or tooling in direct contracts between subcontractor and Government. For purposes of copyright law, all Work Product shall be regarded as a “work for hire.” In the event such Work Product may be ineligible for treatment as a work for hire or that copyright in such Work Product does not vest in Buyer by lawprime contract provisions, Seller hereby assigns to Buyer all rightsrights in, title to, and interest ownership of patents, trade secrets, technical data, and other intellectual property created, conceived, or first reduced to practice under this Subcontract. This specifically includes, but is not limited to, original works of authorship fixed in any tangible form, including software and software improvements, enhancements, derivative works and mask works, whether specially ordered or commissioned, made by Seller alone or jointly with others in connection with the same Subcontract are hereby assigned to Buyer. If In instances where the above allocation of rights is prohibited by law or U.S. Government prime contract term, Seller provides professional services hereby grants to Buyer a royalty-free, perpetual, worldwide, non-exclusive, irrevocable, transferrable, sublicensable and regularly uses its own software systems otherwise unlimited license to perform such professional sell, disclose, distribute, or otherwise use all delivered data, software, or other intellectual property to support Buyer’s customer under the relevant prime contract as well as related and/or follow-on contracts, to make use of any delivered goods, services, then ownership of improvements or intellectual property (including data), and/or to such software systems made by Seller during performance, and unrelated to and not dictated by otherwise comply with ▇▇▇▇▇’s business needs and informationcontractual obligations under the relevant prime contract and/or related or follow-on contracts. In instances where Seller retains ownership of data or intellectual property first created, shall be retained by Seller. Buyer shallconceived, however, enjoy a fully paid-up, royalty-free, unrestricted, world-wide, irrevocable, nonexclusive license or first reduced to practice under this Subcontract, Seller hereby agrees to comply with (and take all actions necessary to support Buyer’s compliance with) all applicable notice, administration, and reporting requirements set forth in statutes and regulations relevant to United States Government contracting. Seller further warrants that it will obtain from all employees, vendors, and/or subcontractors such improvementsthe rights and title necessary to comply with the requirements of this section., on Buyer’s behalf, from all employees or subcontractors in a way that facilitates Seller’s transfer of such rights and title to Buyer or Buyer’s assigns. Improvements Seller shall not incorporate any data or other intellectual property which was not first produced in the performance of the Subcontract into Products delivered under the Subcontract unless Seller: (1) arranges for and provides to such systems derived Buyer and Buyer’s customers at any tier a non-exclusive, irrevocable license for unlimited use and disclosure of the data or other intellectual property sufficient to allow Buyer to comply with its obligations to its Customer rights consistent with those that Buyer would receive had the data or intellectual property been created, conceived, or first reduced to practice under this Subcontract; or
(2) receives prior approval from Buyer to incorporate such data or dictated intellectual property. Seller recognizes that this Subcontract is issued under a Government Prime Contract. Accordingly, the Government is entitled to certain intellectual property rights associated with Subcontract Work. For additional information on intellectual property rights, please review FAR Part 27, DFARS Part 227, similar provisions of relevant agency FAR supplements, and the clauses associated with each of the aforementioned sections. Seller hereby provides the Government with all intellectual property rights, including license rights, required by ▇▇▇▇▇’s business needs the FAR and DFARS. Buyer-Provided Intellectual Property: Any intellectual property, technical data, or other information shall be owned by or provided by Buyer pursuant to the terms herein. Any information provided to Seller by Buyer under this Agreement shall be and remain the sole exclusive property of Buyer. Seller agrees to keep all Buyer shall treat this Buyer-provided or Buyer-owned intellectual property, technical data, and other information and any Work Product confidential in accordance with Article 22. All information, software, databases, works of authorship, and data, regardless of form, previously authored, developed or created by Seller prior to entering into this Order and used in connection with this Order shall be and remain the sole property terms of the Seller, with the proviso that Buyer applicable non- disclosure agreement or Agreement provision concerning proprietary information. If there is licensed to provide the same to its customers and to use, sell, copy, display, perform and create derivative works of any materials included with no non-disclosure agreement or incorporated in anything delivered by Seller to Buyer in connection with this Order. Seller hereby assigns to Buyer the entire right, title, and interest, worldwide, in any invention conceived or first actually reduced to practice in performing this Order. Seller hereby grants to Buyer a fully paid-up, royalty-free, unrestricted, world-wide, irrevocable, nonexclusive license to make, use, sell and offer for sale any invention which is not conceived or first actually reduced to practice in performing this Order, but which is described, necessary for full use and enjoyment of, or incorporated in anything delivered by Seller to Buyer in connection with this Order. For inventions conceived or first actually reduced to practice under this OrderAgreement provision concerning proprietary information, Seller shall furnish Buyer with notice and information sufficient for Buyer receive a limited, nonexclusive, revocable, non- transferrable, non-sublicensable license to file and prosecute patent applicationsthis Buyer-provided or Buyer-owned intellectual property, technical data, and other information only for the period of performance of this Agreement and only permitting the intellectual property, technical data, and other information to be used to perform this Agreement. Buyer Name, Trademarks, and Images: Nothing in this Agreement permits Seller will cooperate in executing all documents incident to such filing and prosecution. In connection with the licenses granted under this Order, Seller shall furnish any information, data or code necessary to enable Buyer to use and fully enjoy publically or with any third parties SIERRA SPACE CORPORATION’s name, trademarks or Buyer-owned images. Seller can only receive the right to use such license(s). Final payment shall not be due hereunder until after receipt by ▇▇▇▇▇ of such complete invention informationnames, trademarks, or certification that there images through a separate agreement with SIERRA SPACE CORPORATION. If Seller receives such a right to use SIERRA SPACE CORPORATION names, trademarks, or images, such use must be consistent with SIERRA SPACE CORPORATION’s usage guidelines, which will be provided if and when Seller is no such informationpermitted to use Buyer names, and receipt of all deliverablestrademarks, or images.
Appears in 1 contract
Rights in Intellectual Property. All information, inventions, software, databases, works of authorship, Unless prohibited by law and data, regardless of form, generated in performance of / or delivered under this Order (collectively “Work Product”) shall be the sole property of Buyer, providing that nothing in the terms and conditions shall be construed or interpreted to limit or restrict rights of U.S. Government in regard to data or tooling it owns or has rights to use, including right to authorize subcontractor right to use data or tooling in direct contracts between subcontractor and Government. For purposes of copyright law, all Work Product shall be regarded as a “work for hire.” In the event such Work Product may be ineligible for treatment as a work for hire or that copyright in such Work Product does not vest in Buyer by lawprime contract provisions, Seller hereby assigns to Buyer all rightsrights in, title to, and interest ownership of patents, trade secrets, technical data, and other intellectual property created, conceived, or first reduced to practice under this Subcontract. This specifically includes, but is not limited to, original works of authorship fixed in any tangible form, including software and software improvements, enhancements, derivative works and mask works, whether specially ordered or commissioned, made by Seller alone or jointly with others in connection with the same Subcontract are hereby assigned to Buyer. If In instances where the above allocation of rights is prohibited by law or U.S. Government prime contract term, Seller provides professional services hereby grants to Buyer a royalty-free, perpetual, worldwide, non-exclusive, irrevocable, transferrable, sublicensable and regularly uses its own software systems otherwise unlimited license to perform such professional sell, disclose, distribute, or otherwise use all delivered data, software, or other intellectual property to support Buyer’s customer under the relevant prime contract as well as related and/or follow-on contracts, to make use of any delivered goods, services, then ownership of improvements or intellectual property (including data), and/or to such software systems made by Seller during performance, and unrelated to and not dictated by otherwise comply with ▇▇▇▇▇’s business needs and informationcontractual obligations under the relevant prime contract and/or related or follow-on contracts. In instances where Seller retains ownership of data or intellectual property first created, shall be retained by Seller. Buyer shallconceived, however, enjoy a fully paid-up, royalty-free, unrestricted, world-wide, irrevocable, nonexclusive license or first reduced to practice under this Subcontract, Seller hereby agrees to comply with (and take all actions necessary to support Buyer’s compliance with) all applicable notice, administration, and reporting requirements set forth in statutes and regulations relevant to United States Government contracting. Seller further warrants that it will obtain from all employees, vendors, and/or subcontractors such improvementsthe rights and title necessary to comply with the requirements of this section, on Buyer’s behalf, from all employees or subcontractors in a way that facilitates Seller’s transfer of such rights and title to Buyer or Buyer’s assigns. Improvements Seller shall not incorporate any data or other intellectual property which was not first produced in the performance of the Subcontract into Products delivered under the Subcontract unless Seller: (1) arranges for and provides to such systems derived Buyer and Buyer’s customers at any tier a non-exclusive, irrevocable license for unlimited use and disclosure of the data or other intellectual property sufficient to allow Buyer to comply with its obligations to its Customer rights consistent with those that Buyer would receive had the data or intellectual property been created, conceived, or first reduced to practice under this Subcontract; or (2) receives prior approval from Buyer to incorporate such data or dictated intellectual property. Government License: Seller recognizes that this Subcontract is issued under a Government Prime Contract. Accordingly, the Government is entitled to certain intellectual property rights associated with Subcontract Work. For additional information on intellectual property rights, please review FAR Part 27, DFARS Part 227, similar provisions of relevant agency FAR supplements, and the clauses associated with each of the aforementioned sections. Seller hereby provides the Government with all intellectual property rights, including license rights, required by ▇▇▇▇▇’s business needs the FAR and DFARS. Buyer-Provided Intellectual Property: Any intellectual property, technical data, or other information shall be owned by or provided by Buyer pursuant to the terms herein. Any information provided to Seller by Buyer under this Agreement shall be and remain the sole exclusive property of Buyer. Seller agrees to keep all Buyer shall treat this Buyer-provided or Buyer-owned intellectual property, technical data, and other information and any Work Product confidential in accordance with Article 22. All information, software, databases, works of authorship, and data, regardless of form, previously authored, developed or created by Seller prior to entering into this Order and used in connection with this Order shall be and remain the sole property terms of the Seller, with the proviso that Buyer applicable non-disclosure agreement or Agreement provision concerning proprietary information. If there is licensed to provide the same to its customers and to use, sell, copy, display, perform and create derivative works of any materials included with no non-disclosure agreement or incorporated in anything delivered by Seller to Buyer in connection with this Order. Seller hereby assigns to Buyer the entire right, title, and interest, worldwide, in any invention conceived or first actually reduced to practice in performing this Order. Seller hereby grants to Buyer a fully paid-up, royalty-free, unrestricted, world-wide, irrevocable, nonexclusive license to make, use, sell and offer for sale any invention which is not conceived or first actually reduced to practice in performing this Order, but which is described, necessary for full use and enjoyment of, or incorporated in anything delivered by Seller to Buyer in connection with this Order. For inventions conceived or first actually reduced to practice under this OrderAgreement provision concerning proprietary information, Seller shall furnish Buyer with notice and information sufficient for Buyer receive a limited, nonexclusive, revocable, non-transferrable, non- sublicensable license to file and prosecute patent applicationsthis Buyer-provided or Buyer-owned intellectual property, technical data, and other information only for the period of performance of this Agreement and only permitting the intellectual property, technical data, and other information to be used to perform this Agreement. Buyer Name, Trademarks, and Images: Nothing in this Agreement permits Seller will cooperate in executing all documents incident to such filing and prosecution. In connection with the licenses granted under this Order, Seller shall furnish any information, data or code necessary to enable Buyer to use and fully enjoy publically or with any third parties SNC’s name, trademarks or Buyer-owned images. Seller can only receive the right to use such license(s). Final payment shall not be due hereunder until after receipt by ▇▇▇▇▇ of such complete invention informationnames, trademarks, or certification that there images through a separate agreement with SNC. If Seller receives such a right to use SNC names, trademarks, or images, such use must be consistent with SNC’s usage guidelines, which will be provided if and when Seller is no such informationpermitted to use Buyer names, and receipt of all deliverablestrademarks, or images.
Appears in 1 contract
Sources: Terms and Conditions
Rights in Intellectual Property. All information
(a) Seller hereby assigns to Buyer all rights in, inventionstitle to, and ownership of patents, trade secrets, technical data, and other intellectual property created, conceived, or first reduced to practice during Seller’s performance of the Work under this Subcontract. This specifically includes, but is not limited to, original works of authorship fixed in any tangible form, including software and software improvements, enhancements, derivative works, and mask works, whether specially ordered or commissioned, made by Seller alone or jointly with others in connection with the Subcontract.
(b) In instances where the above allocation of rights is prohibited by law or the terms of the Prime Contract, Seller hereby grants to Buyer a royalty-free, perpetual, worldwide, non-exclusive, irrevocable, transferrable, sublicensable, and otherwise unlimited license to sell, disclose, distribute, or otherwise use all delivered data, software, databasesor other intellectual property to support Buyer’s Customer under the relevant Prime Contract, works as well as related and/or follow-on contracts, to make use of authorshipany delivered goods, and services, or intellectual property (including data), regardless and/or to otherwise comply with Buyer’s contractual obligations under the relevant Prime Contract and/or related or follow-on contracts. In instances where Seller retains ownership of formdata or intellectual property first created, generated in performance of conceived, or delivered first reduced to practice under this Order (collectively “Work Product”) shall be the sole property of Buyer, providing that nothing in the terms and conditions shall be construed or interpreted to limit or restrict rights of Government in regard to data or tooling it owns or has rights to use, including right to authorize subcontractor right to use data or tooling in direct contracts between subcontractor and Government. For purposes of copyright law, all Work Product shall be regarded as a “work for hire.” In the event such Work Product may be ineligible for treatment as a work for hire or that copyright in such Work Product does not vest in Buyer by lawSubcontract, Seller hereby assigns agrees to comply with (and take all rightsactions necessary to support Buyer’s compliance with) all applicable notice, administration, and reporting requirements set forth in statutes and regulations relevant to United States Government contracting.
(c) Seller further warrants that it will obtain from all employees, vendors, and/or subcontractors such rights and title necessary to comply with the requirements of this provision, on Buyer’s behalf, from all employees or lower-tiered subcontractors and interest vendors in a way that facilitates Seller’s transfer of such rights and title to Buyer or Buyer’s assigns. Seller shall not incorporate any data or other intellectual property which was not first produced in the same performance of the Subcontract into Work delivered under the Subcontract unless Seller: (i) arranges for and provides to Buyer. If Seller provides professional services Buyer and regularly uses its own software systems to perform such professional services, then ownership of improvements to such software systems made by Seller during performance, and unrelated to and not dictated by ▇▇▇▇▇’s business needs Customer a non-exclusive, irrevocable license for unlimited use and informationdisclosure of the data or other intellectual property sufficient to allow Buyer to comply with its obligations to its Customer rights
(d) Seller recognizes that this Subcontract is issued under a Prime Contract awarded by the Government. Accordingly, shall be retained the Government is entitled to certain intellectual property rights associated with Work developed by SellerSeller under this Subcontract. Buyer shallThe terms of this section are not intended to limit the Government’s rights in Work performed or delivered under this Subcontract. For additional information on intellectual property rights, howeverplease review FAR Part 27, enjoy a fully paid-upDFARS Part 227, royalty-freesimilar provisions of relevant agency FAR supplements, unrestrictedand the clauses associated with each of the aforementioned sections. Seller hereby agrees to provide and does provide the Government with all intellectual property rights, world-wideincluding license rights, irrevocablerequired by the FAR and DFARS.
(e) Any intellectual property, nonexclusive license to practice such improvements. Improvements to such systems derived from Buyer technical data, or dictated by ▇▇▇▇▇’s business needs or other information shall be owned by or provided by Buyer pursuant to the terms herein. Any information provided to Seller by Buyer under this Subcontract shall be and remain the sole exclusive property of Buyer. Seller agrees to keep all Buyer shall treat this Buyer-provided or Buyer-owned intellectual property, technical data, and other information and any Work Product confidential in accordance with Article 22the terms of the applicable NDA/PIA or the provision of this Subcontract concerning proprietary information. All To the extent that Seller uses Buyer’s intellectual property, technical data, or other information to create new or updated products, Seller agrees that (1) the new or updated products reflect an instantiation of Buyer’s intellectual property, technical data, or other information; (2) providing such new or updated products to third parties would violate the terms of the NDA/PIA; and (3) as a result, Seller will not supply such new or updated products to any third parties without first obtaining consent from SNC.
(f) Nothing in this Subcontract permits Seller to use publicly or with any third parties Buyer’s name, trademarks, or Buyer-owned images. Seller may only receive the right to use such names, trademarks, or images through a separate agreement with Buyer. If Seller receives such a right to use Buyer’s names, trademarks, or images, such use must be consistent with Buyer’s usage guidelines, which will be provided if and when Seller is permitted to use Buyer’s names, trademarks, or images.
(g) Any Work delivered under this Subcontract shall not contain any software, databasesincluding, works of authorshipwithout limitation, and datasource code, regardless of formcompiled code, previously authoredembedded software, developed firmware, free software, open source software, freeware, general public-license governed software, or created by Seller prior to entering into this Order and used in connection with this Order shall be and remain the sole property of the Sellerany electronic hardware, with the proviso that Buyer is licensed to provide the same to its customers and to useincluding, sellwithout limitation, copyfree hardware designs, display, perform and create derivative works of any materials included with or incorporated in anything delivered by Seller to Buyer in connection with this Order. Seller hereby assigns to Buyer the entire right, title, and interest, worldwideopen source hardware designs, in any invention conceived form that is subject to any obligations or first actually reduced conditions that may provide a legal right to practice in performing this Order. Seller hereby grants any third party to Buyer a fully paid-upaccess such software, royalty-freeand/or electronic hardware, unrestricted, world-wide, irrevocable, nonexclusive license to make, or that could otherwise impose any limitation or condition on Buyer’s use, sell and offer for sale any invention which is not conceived or first actually reduced to practice in performing this Orderreproduction, but which is describedmodification, necessary for full use and enjoyment ofdistribution, publication, or incorporated in anything delivered by Seller to Buyer in connection with this Order. For inventions conceived or first actually reduced to practice under this Order, Seller shall furnish Buyer with notice and information sufficient for Buyer to file and prosecute patent applications, and Seller will cooperate in executing all documents incident to such filing and prosecution. In connection with the licenses granted under this Order, Seller shall furnish any information, data or code necessary to enable Buyer to use and fully enjoy such license(s). Final payment shall not be due hereunder until after receipt by ▇▇▇▇▇ conveyance of such complete invention information, software or certification that there is no such information, and receipt of all deliverables.electronic hardware.
Appears in 1 contract
Sources: Terms and Conditions
Rights in Intellectual Property. All information, inventions, software, databases, works of authorship, and data, regardless of form, generated in performance of or delivered under this Order (collectively “Work Product”) shall be the sole property of Buyer, providing that nothing in the terms and conditions shall be construed or interpreted to limit or restrict rights of Government in regard to data or tooling it owns or has rights to use, including right to authorize subcontractor right to use data or tooling in direct contracts between subcontractor and Government. For purposes of copyright law, all Work Product shall be regarded as a “work for hire.” In the event such Work Product may be ineligible for treatment as a work for hire or that copyright in such Work Product does not vest in Buyer by law, Seller hereby assigns to Buyer all rightsrights in, title to, and interest in the same to Buyer. If Seller provides professional services and regularly uses its own software systems to perform such professional services, then ownership of improvements patents, trade secrets, technical data, and other intellectual property created, conceived, or first reduced to such practice under this Agreement. This specifically includes, but is not limited to, original works of authorship fixed in any tangible form, including software systems and software improvements, enhancements, derivative works and mask works, whether specially ordered or commissioned, made by Seller during performancealone or jointly with others in connection with the Agreement. Seller further warrants that it will obtain such rights and title, on Buyer’s behalf, from all employees or subcontractors in a way that facilitates Seller’s transfer of such rights and unrelated title to Buyer or Buyer’s assigns. Seller shall not incorporate any data or other intellectual property which was not first produced in the performance of the Agreement into Products delivered under the Agreement unless Seller: (1) arranges for and not dictated by ▇▇▇▇▇provides to Buyer and Buyer’s business needs customers at any tier a non-exclusive, irrevocable license for unlimited use and information, shall be retained by Seller. disclosure of the data or other intellectual property sufficient to allow Buyer shall, however, enjoy a fully paid-up, royalty-free, unrestricted, world-wide, irrevocable, nonexclusive license to practice such improvements. Improvements comply with its obligations to such systems derived its Customer; or (2) receives prior approval from Buyer to incorporate such data or dictated by ▇▇▇▇▇’s business needs intellectual property. Buyer-Provided Intellectual Property: Any intellectual property, technical data, or other information shall be owned by or provided by Buyer pursuant to the terms herein. Any information provided to Seller by Buyer under this Agreement shall be and remain the sole exclusive property of Buyer. Seller agrees to keep all Buyer shall treat this Buyer-provided or Buyer-owned intellectual property, technical data, and other information and any Work Product confidential in accordance with Article 22. All information, software, databases, works of authorship, and data, regardless of form, previously authored, developed or created by Seller prior to entering into this Order and used in connection with this Order shall be and remain the sole property terms of the Seller, with the proviso that Buyer applicable non-disclosure agreement or Agreement provision concerning proprietary information. If there is licensed to provide the same to its customers and to use, sell, copy, display, perform and create derivative works of any materials included with no non-disclosure agreement or incorporated in anything delivered by Seller to Buyer in connection with this Order. Seller hereby assigns to Buyer the entire right, title, and interest, worldwide, in any invention conceived or first actually reduced to practice in performing this Order. Seller hereby grants to Buyer a fully paid-up, royalty-free, unrestricted, world-wide, irrevocable, nonexclusive license to make, use, sell and offer for sale any invention which is not conceived or first actually reduced to practice in performing this Order, but which is described, necessary for full use and enjoyment of, or incorporated in anything delivered by Seller to Buyer in connection with this Order. For inventions conceived or first actually reduced to practice under this OrderAgreement provision concerning proprietary information, Seller shall furnish Buyer with notice and information sufficient for Buyer receive a limited, nonexclusive, revocable, non-transferrable, nonsublicensable license to file and prosecute patent applicationsthis Buyer-provided or Buyer- owned intellectual property, technical data, and other information only for the period of performance of this Agreement and only permitting the intellectual property, technical data, and other information to be used to perform this Agreement. Buyer Name, Trademarks, and Images: Nothing in this Agreement permits Seller will cooperate in executing all documents incident to such filing and prosecution. In connection with the licenses granted under this Order, Seller shall furnish any information, data or code necessary to enable Buyer to use and fully enjoy publically or with any third parties Sierra Space Corporation’s name, trademarks or Buyer-owned images. Seller can only receive the right to use such license(s). Final payment shall not be due hereunder until after receipt by ▇▇▇▇▇ of such complete invention informationnames, trademarks, or certification that there images through a separate agreement with Sierra Space Corporation. If Seller receives such a right to use Sierra Space Corporation names, trademarks, or images, such use must be consistent with Sierra Space Corporation’s usage guidelines, which will be provided if and when Seller is no such informationpermitted to use Buyer names, and receipt of all deliverablestrademarks, or images.
Appears in 1 contract
Sources: Commercial Contract
Rights in Intellectual Property. All information, inventions, software, databases, works of authorship, Unless prohibited by law and data, regardless of form, generated in performance of / or delivered under this Order (collectively “Work Product”) shall be the sole property of Buyer, providing that nothing in the terms and conditions shall be construed or interpreted to limit or restrict rights of U.S. Government in regard to data or tooling it owns or has rights to use, including right to authorize subcontractor right to use data or tooling in direct contracts between subcontractor and Government. For purposes of copyright law, all Work Product shall be regarded as a “work for hire.” In the event such Work Product may be ineligible for treatment as a work for hire or that copyright in such Work Product does not vest in Buyer by lawprime contract provisions, Seller hereby assigns to Buyer all rightsrights in, title to, and interest ownership of patents, trade secrets, technical data, and other intellectual property created, conceived, or first reduced to practice under this Subcontract. This specifically includes, but is not limited to, original works of authorship fixed in any tangible form, including software and software improvements, enhancements, derivative works and mask works, whether specially ordered or commissioned, made by Seller alone or jointly with others in connection with the same Subcontract are hereby assigned to Buyer. If In instances where the above allocation of rights is prohibited by law or U.S. Government prime contract term, Seller provides professional services hereby grants to Buyer a royalty-free, perpetual, worldwide, non-exclusive, irrevocable, transferrable, sublicensable and regularly uses its own software systems otherwise unlimited license to perform such professional sell, disclose, distribute, or otherwise use all delivered data, software, or other intellectual property to support Buyer’s customer under the relevant prime contract as well as related and/or follow-on contracts, to make use of any delivered goods, services, then ownership of improvements or intellectual property (including data), and/or to such software systems made by Seller during performance, and unrelated to and not dictated by otherwise comply with ▇▇▇▇▇’s business needs and informationcontractual obligations under the relevant prime contract and/or related or follow-on contracts. In instances where Seller retains ownership of data or intellectual property first created, shall be retained by Seller. Buyer shallconceived, however, enjoy a fully paid-up, royalty-free, unrestricted, world-wide, irrevocable, nonexclusive license or first reduced to practice under this Subcontract, Seller hereby agrees to comply with (and take all actions necessary to support Buyer’s compliance with) all applicable notice, administration, and reporting requirements set forth in statutes and regulations relevant to United States Government contracting. Seller further warrants that it will obtain from all employees, vendors, and/or subcontractors such improvementsthe rights and title necessary to comply with the requirements of this section, on Buyer’s behalf, from all employees or subcontractors in a way that facilitates Seller’s transfer of such rights and title to Buyer or Buyer’s assigns. Improvements Seller shall not incorporate any data or other intellectual property which was not first produced in the performance of the Subcontract into Products delivered under the Subcontract unless Seller: (1) arranges for and provides to such systems derived Buyer and Buyer’s customers at any tier a non-exclusive, irrevocable license for unlimited use and disclosure of the data or other intellectual property sufficient to allow Buyer to comply with its obligations to its Customer rights consistent with those that Buyer would receive had the data or intellectual property been created, conceived, or first reduced to practice under this Subcontract; or (2) receives prior approval from Buyer to incorporate such data or dictated intellectual property. Government License: Seller recognizes that this Subcontract is issued under a Government Prime Contract. Accordingly, the Government is entitled to certain intellectual property rights associated with Subcontract Work. For additional information on intellectual property rights, please review FAR Part 27, DFARS Part 227, similar provisions of relevant agency FAR supplements, and the clauses associated with each of the aforementioned sections. Seller hereby provides the Government with all intellectual property rights, including license rights, required by ▇▇▇▇▇’s business needs the FAR and DFARS. Buyer-Provided Intellectual Property: Any intellectual property, technical data, or other information shall be owned by or provided by Buyer pursuant to the terms herein. Any information provided to Seller by Buyer under this Agreement shall be and remain the sole exclusive property of Buyer. Seller agrees to keep all Buyer shall treat this Buyer-provided or Buyer-owned intellectual property, technical data, and other information and any Work Product confidential in accordance with Article 22. All information, software, databases, works of authorship, and data, regardless of form, previously authored, developed or created by Seller prior to entering into this Order and used in connection with this Order shall be and remain the sole property terms of the Seller, with the proviso that Buyer applicable non-disclosure agreement or Agreement provision concerning proprietary information. If there is licensed to provide the same to its customers and to use, sell, copy, display, perform and create derivative works of any materials included with no non-disclosure agreement or incorporated in anything delivered by Seller to Buyer in connection with this Order. Seller hereby assigns to Buyer the entire right, title, and interest, worldwide, in any invention conceived or first actually reduced to practice in performing this Order. Seller hereby grants to Buyer a fully paid-up, royalty-free, unrestricted, world-wide, irrevocable, nonexclusive license to make, use, sell and offer for sale any invention which is not conceived or first actually reduced to practice in performing this Order, but which is described, necessary for full use and enjoyment of, or incorporated in anything delivered by Seller to Buyer in connection with this Order. For inventions conceived or first actually reduced to practice under this OrderAgreement provision concerning proprietary information, Seller shall furnish Buyer with notice and information sufficient for Buyer receive a limited, nonexclusive, revocable, non-transferrable, non- sublicensable license to file and prosecute patent applicationsthis Buyer-provided or Buyer-owned intellectual property, technical data, and other information only for the period of performance of this Agreement and only permitting the intellectual property, technical data, and other information to be used to perform this Agreement. Buyer Name, Trademarks, and Images: Nothing in this Agreement permits Seller will cooperate in executing all documents incident to such filing and prosecution. In connection with the licenses granted under this Order, Seller shall furnish any information, data or code necessary to enable Buyer to use and fully enjoy publicly or with any third parties SNC’s name, trademarks or Buyer-owned images. Seller can only receive the right to use such license(s). Final payment shall not be due hereunder until after receipt by ▇▇▇▇▇ of such complete invention informationnames, trademarks, or certification that there images through a separate agreement with SNC. If Seller receives such a right to use SNC names, trademarks, or images, such use must be consistent with SNC’s usage guidelines, which will be provided if and when Seller is no such informationpermitted to use Buyer names, and receipt of all deliverablestrademarks, or images.
Appears in 1 contract
Sources: Terms and Conditions
Rights in Intellectual Property. All informationUnless prohibited by law and / or U.S. Government prime contract provisions, inventions, software, databases, works of authorship, and data, regardless of form, generated in performance of or delivered under this Order (collectively “Work Product”) shall be the sole property of Buyer, providing that nothing in the terms and conditions shall be construed or interpreted to limit or restrict rights of Government in regard to data or tooling it owns or has rights to use, including right to authorize subcontractor right to use data or tooling in direct contracts between subcontractor and Government. For purposes of copyright law, all Work Product shall be regarded as a “work for hire.” In the event such Work Product may be ineligible for treatment as a work for hire or that copyright in such Work Product does not vest in Buyer by law, Seller hereby assigns all rights, title and interest in the same to Buyer. If Seller provides professional services and regularly uses its own software systems to perform such professional services, then ownership of improvements to such software systems made by Seller during performance, and unrelated to and not dictated by ▇▇▇▇▇’s business needs and information, shall be retained by Seller. Buyer shall, however, enjoy a fully paid-up, royalty-free, unrestricted, world-wide, irrevocable, nonexclusive license to practice such improvements. Improvements to such systems derived from Buyer or dictated by ▇▇▇▇▇’s business needs or information shall be owned by Buyer pursuant to the terms herein. Any information provided to Seller by Buyer shall be and remain the sole property of Buyer. Seller agrees to keep all Buyer information and any Work Product confidential in accordance with Article 22. All information, software, databases, works of authorship, and data, regardless of form, previously authored, developed or created by Seller prior to entering into this Order and used in connection with this Order shall be and remain the sole property of the Seller, with the proviso that Buyer is licensed to provide the same to its customers and to use, sell, copy, display, perform and create derivative works of any materials included with or incorporated in anything delivered by Seller to Buyer in connection with this Order. Seller hereby assigns to Buyer the entire rightall rights in, titletitle to, and interestownership of patents, worldwidetrade secrets, in any invention conceived technical data, and other intellectual property created, conceived, or first actually reduced to practice under this Subcontract. This specifically includes, but is not limited to, original works of authorship fixed in performing this Orderany tangible form, including software and software improvements, enhancements, derivative works and mask works, whether specially ordered or commissioned, made by Seller alone or jointly with others in connection with the Subcontract are hereby assigned to Buyer. In instances where the above allocation of rights is prohibited by law or U.S. Government prime contract term, Seller hereby grants to Buyer a fully paid-up, royalty-free, unrestrictedperpetual, worldworldwide, non-wideexclusive, irrevocable, nonexclusive transferrable, sublicensable and otherwise unlimited license to makesell, usedisclose, sell and offer for sale distribute, or otherwise use all delivered data, software, or other intellectual property to support Buyer’s customer under the relevant prime contract as well as related and/or follow-on contracts, to make use of any invention which is not conceived delivered goods, services, or intellectual property (including data), and/or to otherwise comply with Buyer’s contractual obligations under the relevant prime contract and/or related or follow-on contracts. In instances where Seller retains ownership of data or intellectual property first created, conceived, or first actually reduced to practice in performing this Order, but which is described, necessary for full use and enjoyment of, or incorporated in anything delivered by Seller to Buyer in connection with this Order. For inventions conceived or first actually reduced to practice under this OrderSubcontract, Seller hereby agrees to comply with (and take all actions necessary to support Buyer’s compliance with) all applicable notice, administration, and reporting requirements set forth in statutes and regulations relevant to United States Government contracting. Seller further warrants that it will obtain from all employees, vendors, and/or subcontractors such the rights and title necessary to comply with the requirements of this section, on Buyer’s behalf, from all employees or subcontractors in a way that facilitates Seller’s transfer of such rights and title to Buyer or Buyer’s assigns. Seller shall not incorporate any data or other intellectual property which was not first produced in the performance of the Subcontract into Products delivered under the Subcontract unless Seller: (1) arranges for and provides to Buyer and Buyer’s customers at any tier a non-exclusive, irrevocable license for unlimited use and disclosure of the data or other intellectual property sufficient to allow Buyer to comply with its obligations to its Customer rights consistent with those that Buyer would receive had the data or intellectual property been created, conceived, or first reduced to practice under this Subcontract; or (2) receives prior approval from Buyer to incorporate such data or intellectual property. Government License: Seller recognizes that this Subcontract is issued under a Government Prime Contract. Accordingly, the Government is entitled to certain intellectual property rights associated with Subcontract Work. For additional information on intellectual property rights, please review FAR Part 27, DFARS Part 227, similar provisions of relevant agency FAR supplements, and the clauses associated with each of the aforementioned sections. Seller hereby provides the Government with all intellectual property rights, including license rights, required by the FAR and DFARS. Buyer-Provided Intellectual Property: Any intellectual property, technical data, or other information owned by or provided by Buyer to Seller under this Agreement shall remain the exclusive property of Buyer. Seller shall treat this Buyer-provided or Buyer-owned intellectual property, technical data, and other information in accordance with the terms of the applicable non-disclosure agreement or Agreement provision concerning proprietary information. If there is no non-disclosure agreement or Agreement provision concerning proprietary information, Seller shall furnish Buyer with notice and information sufficient for Buyer receive a limited, nonexclusive, revocable, non-transferrable, non- sublicensable license to file and prosecute patent applicationsthis Buyer-provided or Buyer-owned intellectual property, technical data, and Seller will cooperate in executing all documents incident to such filing other information only for the period of performance of this Agreement and prosecution. In connection with only permitting the licenses granted under this Orderintellectual property, Seller shall furnish any information, data or code necessary to enable Buyer to use and fully enjoy such license(s). Final payment shall not be due hereunder until after receipt by ▇▇▇▇▇ of such complete invention information, or certification that there is no such informationtechnical data, and receipt of all deliverablesother information to be used to perform this Agreement.
Appears in 1 contract
Sources: Terms and Conditions
Rights in Intellectual Property. All information, inventions, software, databases, works of authorship, and data, regardless of form, generated in performance of or delivered under this Order (collectively “Work Product”) shall be the sole property of Buyer, providing that nothing in the terms and conditions shall be construed or interpreted to limit or restrict rights of Government in regard to data or tooling it owns or has rights to use, including right to authorize subcontractor right to use data or tooling in direct contracts between subcontractor and Government. For purposes of copyright law, all Work Product shall be regarded as a “work for hire.” In the event such Work Product may be ineligible for treatment as a work for hire or that copyright in such Work Product does not vest in Buyer by law, Seller hereby assigns to Buyer all rightsrights in, title to, and interest in the same to Buyer. If Seller provides professional services and regularly uses its own software systems to perform such professional services, then ownership of improvements patents, trade secrets, technical data, and other intellectual property created, conceived, or first reduced to such practice under this Agreement. This specifically includes, but is not limited to, original works of authorship fixed in any tangible form, including software systems and software improvements, enhancements, derivative works and mask works, whether specially ordered or commissioned, made by Seller during performancealone or jointly with others in connection with the Agreement. Seller further warrants that it will obtain such rights and title, on Buyer’s behalf, from all employees or subcontractors in a way that facilitates Seller’s transfer of such rights and unrelated title to and not dictated by Buyer or ▇▇▇▇▇’s business needs assigns. Seller shall not incorporate any data or other intellectual property which was not first produced in the performance of the Agreement into Products delivered under the Agreement unless Seller: (1) arranges for and informationprovides to Buyer and Buyer’s customers at any tier a non-exclusive, shall be retained by Seller. irrevocable license for unlimited use and disclosure of the data or other intellectual property sufficient to allow Buyer shall, however, enjoy a fully paid-up, royalty-free, unrestricted, world-wide, irrevocable, nonexclusive license to practice such improvements. Improvements comply with its obligations to such systems derived its Customer; or (2) receives prior approval from Buyer to incorporate such data or dictated by ▇▇▇▇▇’s business needs intellectual property. Buyer-Provided Intellectual Property: Any intellectual property, technical data, or other information shall be owned by or provided by Buyer pursuant to the terms herein. Any information provided to Seller by Buyer under this Agreement shall be and remain the sole exclusive property of Buyer. Seller agrees to keep all Buyer shall treat this Buyer-provided or Buyer-owned intellectual property, technical data, and other information and any Work Product confidential in accordance with Article 22. All information, software, databases, works of authorship, and data, regardless of form, previously authored, developed or created by Seller prior to entering into this Order and used in connection with this Order shall be and remain the sole property terms of the Seller, with the proviso that Buyer applicable non-disclosure agreement or Agreement provision concerning proprietary information. If there is licensed to provide the same to its customers and to use, sell, copy, display, perform and create derivative works of any materials included with no non-disclosure agreement or incorporated in anything delivered by Seller to Buyer in connection with this Order. Seller hereby assigns to Buyer the entire right, title, and interest, worldwide, in any invention conceived or first actually reduced to practice in performing this Order. Seller hereby grants to Buyer a fully paid-up, royalty-free, unrestricted, world-wide, irrevocable, nonexclusive license to make, use, sell and offer for sale any invention which is not conceived or first actually reduced to practice in performing this Order, but which is described, necessary for full use and enjoyment of, or incorporated in anything delivered by Seller to Buyer in connection with this Order. For inventions conceived or first actually reduced to practice under this OrderAgreement provision concerning proprietary information, Seller shall furnish Buyer with notice and information sufficient for Buyer receive a limited, nonexclusive, revocable, non-transferrable, non- sublicensable license to file and prosecute patent applicationsthis Buyer-provided or Buyer-owned intellectual property, technical data, and other information only for the period of performance of this Agreement and only permitting the intellectual property, technical data, and other information to be used to perform this Agreement. Buyer Name, Trademarks, and Images: Nothing in this Agreement permits Seller will cooperate in executing all documents incident to such filing and prosecution. In connection with the licenses granted under this Order, Seller shall furnish any information, data or code necessary to enable Buyer to use and fully enjoy publically or with any third parties SNC’s name, trademarks or Buyer-owned images. Seller can only receive the right to use such license(s). Final payment shall not be due hereunder until after receipt by ▇▇▇▇▇ of such complete invention informationnames, trademarks, or certification that there images through a separate agreement with SNC. If Seller receives such a right to use SNC names, trademarks, or images, such use must be consistent with SNC’s usage guidelines, which will be provided if and when Seller is no such informationpermitted to use Buyer names, and receipt of all deliverablestrademarks, or images.
Appears in 1 contract
Sources: Commercial Contract