SOLE INTELLECTUAL PROPERTY Clause Samples

The Sole Intellectual Property clause establishes that all intellectual property created under the agreement will be owned exclusively by one party, typically the client or commissioning entity. In practice, this means that any inventions, designs, software, or written materials developed during the course of the project automatically become the sole property of the designated party, with no ownership rights retained by the creator or service provider. This clause is essential for ensuring clear ownership of valuable assets and preventing future disputes over intellectual property rights.
SOLE INTELLECTUAL PROPERTY. 10.1 For a period of twelve months from the Completion Date (the “License Option Period”), Company shall have a preferential right to elect, by written notice to University, to receive from University a license to the applicable Sole Intellectual Property of University. In the event that Company elects to exercise such preferential right, the Parties shall discuss, for a period of up to three months from the date of such election, which may be extended upon agreement between the Parties, the terms and conditions, including the license fee or royalty, payable by Company to University pursuant to such license. If the Parties cannot reach an agreement on the terms and conditions of the license within said three-month period, University may grant to any third party an exclusive or non-exclusive license to the relevant Sole Intellectual Property of University. 10.2 During the License Option Period, University shall not license or otherwise dispose of the relevant Sole Intellectual Property provided that Company bears the costs and expenses of the maintenance of the Sole Intellectual Property. 10.3 University may, in its discretion, assign all or a part of its Sole Intellectual Property to Company on terms and conditions to be mutually agreed (including, if applicable, a license back to such Sole Intellectual Property to University). If the Sole Intellectual Property of University so assigned is copyrighted, the rights stipulated under Articles 27 and 28 of the Copyright Law of Japan will also be assigned to Company; provided, however, that University reserves its rights with respect to routine, module and other rights that can be used for other programming. 10.4 University may Implement the Sole Intellectual Property of Company for educational, experimental or research purposes in its discretion and without Company’s prior written consent.
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SOLE INTELLECTUAL PROPERTY. Sole Intellectual Property means Property conceived, discovered or created solely by one Party or its affiliates. Intellectual Property conceived, discovered or created solely by the University or its employees and affiliates shall be owned by the University. Intellectual Property conceived, discovered or created solely by the Collaborator or his employees and affiliates shall be owned by the Collaborator. Neither Party shall make any claim to the other Party’s Sole Intellectual Property.
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SOLE INTELLECTUAL PROPERTY. 10.1 For a period of twelve months from the Completion Date (the “License Option 10.2 During the License Option Period, University shall not license or otherwise dispose of the relevant Sole Intellectual Property provided that Company bears the costs and expenses of the maintenance of the Sole Intellectual Property. 10.3 University may, in its discretion, assign all or a part of its Sole Intellectual Property to Company on terms and conditions to be mutually agreed (including, if applicable, a license back to such Sole Intellectual Property to University). If the Sole Intellectual Property of University so assigned is copyrighted, the rights stipulated under Articles 27 and 28 of the Copyright Law of Japan will also be assigned to Company; provided, however, that University reserves its rights with respect to routine, module and other rights that can be used for other programming. 10.4 University may Implement the Sole Intellectual Property of Company for educational, experimental or research purposes in its discretion and without Company’s prior written consent.
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SOLE INTELLECTUAL PROPERTY. 10.1 For a period of twelve months from the Completion Date (the “License Option Period”), Company shall have a preferential right to elect, by written notice to University, to receive from University a license to the applicable Sole Intellectual Property of University. In the event that Company elects to exercise such preferential right, the Parties shall discuss, for a period of up to three months from the date of such election, which may be extended upon agreement between the Parties, the terms and conditions, including the license fee or royalty, payable by Company to University pursuant to such license. If the Parties cannot reach an agreement on the terms and conditions of the license within said three-month period, University may grant to any third party an exclusive or non-exclusive license to the relevant Sole Intellectual Property of University.15 10.2 During the License Option Period, University shall not license or otherwise dispose of the relevant Sole Intellectual Property provided that Company bears the costs and expenses of the maintenance of the Sole Intellectual Property16. 10.3 University may, in its discretion, assign all or a part of its Sole Intellectual Property to Company on terms and conditions to be mutually agreed (including, if applicable, a license back to such Sole Intellectual Property to University). If the Sole Intellectual Property of 15 大学の単独知的財産権のライセンスについては、共同研究契約和文と建付けを変えています。共同研究の終了から 12 か月間、企業側にライセンスを受ける優先的権利を認め、その間は、大学は第三者に対してライセンスすることはできないものとしています。（従前の共同研究契約英文に沿った建付です。） 16 10.1 条において、共同研究の終了から 12 ヶ月間は、企業側が、共同研究から生じた大学 の単独知的財産権のライセンスを受ける権利を有しますが、その期間内に当該単独知的財 産権の維持のために生じる費用について企業側が負担する旨を定めたのが、この文言です。 University so assigned is copyrighted, the rights stipulated under Articles 27 and 28 of the Copyright Law of Japan will also be assigned to Company; provided, however, that University reserves its rights with respect to routine, module and other rights that can be used for other programming. 10.4 University may Implement the Sole Intellectual Property of Company for educational, experimental or research purposes in its discretion and without Company’s prior written consent.
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Related to SOLE INTELLECTUAL PROPERTY

  • Joint Intellectual Property 9.1 University agrees to not Implement any Joint Intellectual Property for any purpose other than educational, experimental or research purposes. In consideration of University not Implementing the Joint Intellectual Property except for the limited purposes set forth in this paragraph, Company agrees to Implement any Joint Intellectual Property only in accordance with a license agreement to be entered into by Company and University with respect to the Implementation of such Joint Intellectual Property. Company shall pay to University, in connection with such Implementation, a compensatory royalty in accordance with such license agreement to be agreed by the Parties. 9.2 University agrees to not grant to any third party a license to Implement its rights in the Joint Intellectual Property without Company’s prior written consent. Notwithstanding anything contrary herein provided, University may grant to a third party a license to use the Joint Intellectual Property without Company’s prior written consent in the following cases: (i) if Company fails to execute a license agreement with University pursuant to Article 9.1 without any reasonable cause within three years from the Completion Date, or otherwise seeks to Implement any such Joint Intellectual Property other than pursuant to any such license agreement; or (ii) if Company fails to pay any compensatory royalty in accordance with the license agreement entered into pursuant to Article 9.1. 9.3 Company may grant a third party a non-exclusive license to the Joint Intellectual Property provided that Company first executes a license agreement with University setting forth, among other matters, the allocation of any license fee or royalty received from any such third party as between the Parties. 9.4 Unless otherwise provided in this Agreement, neither Party may transfer, grant a security interest in, grant a license to or otherwise dispose of its right, title or interest in or to the Joint Intellectual Property to any third party without the prior written consent of the other Party. 9.5 Each Party shall notify the other Party in writing before abandoning its right, title or interest in and to any Joint Intellectual Property.

  • New Intellectual Property 15.1. Each shareholder understands that whilst associated with the Company, he may discover or ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ : 15.1.1 do his utmost to ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ; 15.1.2 inform the Company ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ; 15.1.3 provide to the Company whatever full code, passwords, specification, ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ 15.2. To make this effective each shareholder now undertakes to do whatever is ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . 15.3. This paragraph does not apply to Intellectual Property created by ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■

  • Intellectual Properties To the extent permissible under applicable law, all intellectual properties made or conceived by Employee during the term of this employment by Employer shall be the right and property solely of Employer, whether developed independently by Employee or jointly with others. The Employee will sign the Employer’s standard Employee Innovation, Proprietary Information and Confidentiality Agreement (“Confidentiality Agreement”).

  • Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29