Common use of Access Rights for Use Clause in Contracts

Access Rights for Use. 10.4.1 Unless a Party has as soon as reasonably possible and preferably before submission of the Project proposal to the Commission but in any case prior to entering the Contract or the Consortium Agreement (whichever is the later) notified in writing the other Parties of its intention to invoke the following provisions of (i) the Contract Annex II, Article 13.1, second paragraph (where possible stating the conditions it proposes), and/or (ii) the Contract Annex II Article 14 (stating the details mentioned in the Contract Xxxxx XX Article 14) and/or (iii) the Contract Annex II Article 15 (giving the necessary rationale therefor) each Party hereby agrees not to invoke any of them in respect of which it has not so given such notification, except with unanimous agreement of the Parties. 10.4.2 Access Rights for Use which are to be granted on royalty-free terms shall be deemed granted on the date set out in the Contract Article 2 for the lifetime of the relevant Knowledge. 10.4.3 Save as set out in the Contract Annex 1, no Party shall have any obligation to port any Software to any particular equipment but: (i) each Party shall make Software resulting from the Project available to other Parties in any form needed, including source code (a) to Use it (including without limitation by adapting, modifying, converting, translating and copying or having such acts carried out on its behalf) directly or indirectly - in research, or to create and market a product or process, or to create and provide a service and (b) to sublicense it as is normal in the course of the relevant trade to end-user customers buying/using the product/services but only to enable them to use and, as needed, (i) to maintain such product/service, and (ii) to create for its own end-use interacting interoperable Software in accordance with the Council Directive of 14 May 1991 on the legal protection of computer programs (91/250/EEC). (ii) each Party shall make other Software available and shall grant, on preferential terms, Access Rights which are additional to those set out in the Contract Annex II, 13(2) but which are needed for Section 10.4.3(i)(b). (a) each such sublicence shall when practical be made by a traceable agreement specifying and protecting the proprietary rights of the Party or Parties concerned; and (b) each sublicensing Party and Affiliate shall obtain the previous written approval of the owner of the Software before sublicensing the source code or any relating design data , except that such approval is not required to the extent that the source code or the relating design data is sublicensed solely for the third party's own adaptation, error correction, maintenance and/or support of the Software sublicensed to him or rightfully further sublicensed by him. 10.4.4 Notwithstanding the provisions of Section 7.1, each Party may enter into a technical cooperation or licensing arrangement with a third party in respect of its own information even if unavoidably incorporated into or amalgamated with such information,there are minor amounts of information which is Knowledge from the Project of another Party (and there are minor amounts of information which is Pre-Existing Know How or other Knowledge of the other Party, but which is associated with that information which is Knowledge from the Project of the other Party). In such circumstances and upon request of the Party entering the cooperation or arrangement, the other Party shall grant non-exclusive rights to permit such cooperation or arrangement against terms and conditions to be agreed, provided that no Legitimate Interests of the other Party opposes the grant of such rights. 10.4.5 Recognising the Parties' obligations to act in good faith and in accordance with Section 7.1(ii)(C) the Parties agree the Access Rights for using Knowledge in subsequent research activities as indicated in the Contract Xxxxx XX Article 13(3) are to be as follows: Parties are deemed to be granted as of the date set out in the Contract Article 2 a right to use free of charge Knowledge from the Project for - (A) internal research; (B) third party research, provided the third party does not have direct access to confidential Knowledge from the Project generated by other Parties (as examples - producing research results which are available to the third party but which contain hermetically-sealed Knowledge from the Project; using Knowledge from the Project for in-house testing or diagnosis purposes in doing research.) In the case of research in collaboration with and/or for a third party where the third party needs Access Rights to confidential Knowledge from the Project of another Party, the researching Party shall in a traceable form (before starting or committing to start the research) inform the third party of such need, and shall use reasonable endeavours to inform the owner of that Knowledge of such need in a traceable form. If the owner has been so informed, he shall (i) not unreasonably delay his decision on whether or not to refuse to grant the needed third party Access Rights and (ii) not unreasonably refuse to grant such rights on fair and reasonable terms but may, in good faith, so refuse on the grounds of business interest. However, if despite such reasonable efforts on behalf of the researching Party, the owner has not been so informed, the researching Party may carry out the research without prejudice to the owner's rights to enforce its rights in any way it deems fit against such third party.

Access Rights for Use. 10.4.1 Unless a Party has as soon as reasonably possible and preferably before submission of the Project proposal to the Commission but in any case prior to entering the Contract or the Consortium Agreement (whichever is the later) notified in writing the other Parties of its intention to invoke the following provisions of (i) the Contract Annex II, Article 13.1, second paragraph (where possible stating the conditions it proposes), and/or (ii) the Contract Annex II Article 14 (stating the details mentioned in the Contract Xxxxx XX Annex II Article 14) and/or (iii) the Contract Annex II Article 15 (giving the necessary rationale therefor) each Party hereby agrees not to invoke any of them in respect of which it has not so given such notification, except with unanimous agreement of the Parties. 10.4.2 Access Rights for Use which are to be granted on royalty-free terms shall be deemed granted on the date set out in the Contract Article 2 for the lifetime of the relevant Knowledge. 10.4.3 Save as set out in the Contract Annex 1, no Party shall have any obligation to port any Software to any particular equipment but: (i) each Party shall make Software resulting from the Project available to other Parties in any form needed, including source code (a) to Use it (including without limitation by adapting, modifying, converting, translating and copying or having such acts carried out on its behalf) directly or indirectly - in research, or to create and market a product or process, or to create and provide a service and (b) to sublicense it as is normal in the course of the relevant trade to end-user customers buying/using the product/services but only to enable them to use and, as needed, (i) to maintain such product/service, and (ii) to create for its own end-use interacting interoperable Software in accordance with the Council Directive of 14 May 1991 on the legal protection of computer programs (91/250/EEC). (ii) each Party shall make other Software available and shall grant, on preferential terms, Access Rights which are additional to those set out in the Contract Annex II, 13(2) but which are needed for Section 10.4.3(i)(b)10.4.2(i)(b) . (a) each such sublicence shall when practical be made by a traceable agreement specifying and protecting the proprietary rights of the Party or Parties concerned; and (b) each sublicensing Party and Affiliate shall obtain the previous written approval of the owner of the Software before sublicensing the source code or any relating design data , except that such approval is not required to the extent that the source code or the relating design data is sublicensed solely for the third party's own adaptation, error correction, maintenance and/or support of the Software sublicensed to him or rightfully further sublicensed by him. 10.4.4 Notwithstanding the provisions of Section 7.1, each Party may enter into a technical cooperation or licensing arrangement with a third party in respect of its own information even if unavoidably incorporated into or amalgamated with such information,there are minor amounts of information which is Knowledge from the Project of another Party (and there are minor amounts of information which is Pre-Existing Know How or other Knowledge of the other Party, but which is associated with that information which is Knowledge from the Project of the other Party). In such circumstances and upon request of the Party entering the cooperation or arrangement, the other Party shall grant non-exclusive rights to permit such cooperation or arrangement against terms and conditions to be agreed, provided that no Legitimate Interests of the other Party opposes the grant of such rights. 10.4.5 Recognising the Parties' obligations to act in good faith and in accordance with Section 7.1(ii)(C) the Parties agree the Access Rights for using Knowledge in subsequent research activities as indicated in the Contract Xxxxx XX Annex II Article 13(3) are to be as follows: Parties are deemed to be granted as of the date set out in the Contract Article 2 a right to use free of charge Knowledge from the Project for - (A) internal research; (B) third party research, provided the third party does not have direct access to confidential Knowledge from the Project generated by other Parties (as examples - producing research results which are available to the third party but which contain hermetically-sealed Knowledge from the Project; using Knowledge from the Project for in-house testing or diagnosis purposes in doing research.) In the case of research in collaboration with and/or for a third party where the third party needs Access Rights to confidential Knowledge from the Project of another Party, the researching Party shall in a traceable form (before starting or committing to start the research) inform the third party of such need, and shall use reasonable endeavours to inform the owner of that Knowledge of such need in a traceable form. If the owner has been so informed, he shall (i) not unreasonably delay his decision on whether or not to refuse to grant the needed third party Access Rights and (ii) not unreasonably refuse to grant such rights on fair and reasonable terms but may, in good faith, so refuse on the grounds of business interest. However, if despite such reasonable efforts on behalf of the researching Party, the owner has not been so informed, the researching Party may carry out the research without prejudice to the owner's rights to enforce its rights in any way it deems fit against such third party.

Access Rights for Use. 10.4.1 Unless a Party has as soon as reasonably possible and preferably before submission of the Project proposal to the Commission but in any case prior to entering the Contract or the Consortium Agreement (whichever is the later) notified in writing the other Parties of its intention to invoke the following provisions of (i) the Contract Annex II, Article 13.1, second paragraph (where possible stating the conditions it proposes), and/or (ii) the Contract Annex II Article 14 (stating the details mentioned in the Contract Xxxxx XX Annex II Article 14) and/or (iii) the Contract Annex II Article 15 (giving the necessary rationale therefor) each Party hereby agrees not to invoke any of them in respect of which it has not so given such notification, except with unanimous agreement of the Parties. 10.4.2 Access Rights for Use which are to be granted on royalty-free terms shall be deemed granted on the date set out in the Contract Article 2 for the lifetime of the relevant Knowledge. 10.4.3 Save as set out in the Contract Annex 1, no Party shall have any obligation to port any Software to any particular equipment but: (i) each Party shall make Software resulting from the Project available to other Parties in any form needed, including source code (a) to Use it (including without limitation by adapting, modifying, converting, translating and copying or having such acts carried out on its behalf) directly or indirectly - in research, or to create and market a product or process, or to create and provide a service and (b) to sublicense it as is normal in the course of the relevant trade to end-user customers buying/using the product/services but only to enable them to use and, as needed, (i) to maintain such product/service, and (ii) to create for its own end-use interacting interoperable Software in accordance with the Council Directive of 14 May 1991 on the legal protection of computer programs (91/250/EEC). (ii) each Party shall make other Software available and shall grant, on preferential terms, Access Rights which are additional to those set out in the Contract Annex II, 13(2) but which are needed for Section 10.4.3(i)(b)) . (a) each such sublicence shall when practical be made by a traceable agreement specifying and protecting the proprietary rights of the Party or Parties concerned; and (b) each sublicensing Party and Affiliate shall obtain the previous written approval of the owner of the Software before sublicensing the source code or any relating design data , except that such approval is not required to the extent that the source code or the relating design data is sublicensed solely for the third party's own adaptation, error correction, maintenance and/or support of the Software sublicensed to him or rightfully further sublicensed by him. 10.4.4 Notwithstanding the provisions of Section 7.1, each Party may enter into a technical cooperation or licensing arrangement with a third party in respect of its own information even if unavoidably incorporated into or amalgamated with such information,there are minor amounts of information which is Knowledge from the Project of another Party (and there are minor amounts of information which is Pre-Existing Know How or other Knowledge of the other Party, but which is associated with that information which is Knowledge from the Project of the other Party). In such circumstances and upon request of the Party entering the cooperation or arrangement, the other Party shall grant non-exclusive rights to permit such cooperation or arrangement against terms and conditions to be agreed, provided that no Legitimate Interests of the other Party opposes the grant of such rights. 10.4.5 Recognising the Parties' obligations to act in good faith and in accordance with Section 7.1(ii)(C) the Parties agree the Access Rights for using Knowledge in subsequent research activities as indicated in the Contract Xxxxx XX Annex II Article 13(3) are to be as follows: Parties are deemed to be granted as of the date set out in the Contract Article 2 a right to use free of charge Knowledge from the Project for - (A) internal research; (B) third party research, provided the third party does not have direct access to confidential Knowledge from the Project generated by other Parties (as examples - producing research results which are available to the third party but which contain hermetically-sealed Knowledge from the Project; using Knowledge from the Project for in-house testing or diagnosis purposes in doing research.) In the case of research in collaboration with and/or for a third party where the third party needs Access Rights to confidential Knowledge from the Project of another Party, the researching Party shall in a traceable form (before starting or committing to start the research) inform the third party of such need, and shall use reasonable endeavours to inform the owner of that Knowledge of such need in a traceable form. If the owner has been so informed, he shall (i) not unreasonably delay his decision on whether or not to refuse to grant the needed third party Access Rights and (ii) not unreasonably refuse to grant such rights on fair and reasonable terms but may, in good faith, so refuse on the grounds of business interest. However, if despite such reasonable efforts on behalf of the researching Party, the owner has not been so informed, the researching Party may carry out the research without prejudice to the owner's rights to enforce its rights in any way it deems fit against such third party.

Access Rights for Use. 10.4.1 Unless a Party has as soon as reasonably possible and preferably before submission of the Project proposal to the Commission but in any case prior to entering the Contract or the Consortium Agreement (whichever is the later) notified in writing the other Parties of its intention to invoke the following provisions of (i) the Contract Annex II, Article 13.1, second paragraph (where possible stating the conditions it proposes), and/or (ii) the Contract Annex II Article 14 (stating the details mentioned in the Contract Xxxxx XX Article 14) and/or (iii) the Contract Annex II Article 15 (giving the necessary rationale therefor) each Party hereby agrees not to invoke any of them in respect of which it has not so given such notification, except with unanimous agreement of the Parties. 10.4.2 Access Rights for Use which are to be granted on royalty-free terms shall be deemed granted on the date set out in the Contract Article 2 for the lifetime of the relevant Knowledge. 10.4.3 Save as set out in the Contract Annex 1, no Party shall have any obligation to port any Software to any particular equipment but: (i) each Party shall make Software resulting from the Project available to other Parties in any form needed, including source code (a) to Use it (including without limitation by adapting, modifying, converting, translating and copying or having such acts carried out on its behalf) directly or indirectly - in research, or to create and market a product or process, or to create and provide a service and (b) to sublicense it as is normal in the course of the relevant trade to end-user customers buying/using the product/services but only to enable them to use and, as needed, (i) to maintain such product/service, and (ii) to create for its own end-use interacting interoperable Software in accordance with the Council Directive of 14 May 1991 on the legal protection of computer programs (91/250/EEC). (ii) each Party shall make other Software available and shall grant, on preferential terms, Access Rights which are additional to those set out in the Contract Annex II, 13(2) but which are needed for Section 10.4.3(i)(b)) . (a) each such sublicence shall when practical be made by a traceable agreement specifying and protecting the proprietary rights of the Party or Parties concerned; and (b) each sublicensing Party and Affiliate shall obtain the previous written approval of the owner of the Software before sublicensing the source code or any relating design data , except that such approval is not required to the extent that the source code or the relating design data is sublicensed solely for the third party's own adaptation, error correction, maintenance and/or support of the Software sublicensed to him or rightfully further sublicensed by him. 10.4.4 Notwithstanding the provisions of Section 7.1, each Party may enter into a technical cooperation or licensing arrangement with a third party in respect of its own information even if unavoidably incorporated into or amalgamated with such information,there are minor amounts of information which is Knowledge from the Project of another Party (and there are minor amounts of information which is Pre-Existing Know How or other Knowledge of the other Party, but which is associated with that information which is Knowledge from the Project of the other Party). In such circumstances and upon request of the Party entering the cooperation or arrangement, the other Party shall grant non-exclusive rights to permit such cooperation or arrangement against terms and conditions to be agreed, provided that no Legitimate Interests of the other Party opposes the grant of such rights. 10.4.5 Recognising the Parties' obligations to act in good faith and in accordance with Section 7.1(ii)(C) the Parties agree the Access Rights for using Knowledge in subsequent research activities as indicated in the Contract Xxxxx XX Article 13(3) are to be as follows: Parties are deemed to be granted as of the date set out in the Contract Article 2 a right to use free of charge Knowledge from the Project for - (A) internal research; (B) third party research, provided the third party does not have direct access to confidential Knowledge from the Project generated by other Parties (as examples - producing research results which are available to the third party but which contain hermetically-sealed Knowledge from the Project; using Knowledge from the Project for in-house testing or diagnosis purposes in doing research.) In the case of research in collaboration with and/or for a third party where the third party needs Access Rights to confidential Knowledge from the Project of another Party, the researching Party shall in a traceable form (before starting or committing to start the research) inform the third party of such need, and shall use reasonable endeavours to inform the owner of that Knowledge of such need in a traceable form. If the owner has been so informed, he shall (i) not unreasonably delay his decision on whether or not to refuse to grant the needed third party Access Rights and (ii) not unreasonably refuse to grant such rights on fair and reasonable terms but may, in good faith, so refuse on the grounds of business interest. However, if despite such reasonable efforts on behalf of the researching Party, the owner has not been so informed, the researching Party may carry out the research without prejudice to the owner's rights to enforce its rights in any way it deems fit against such third party.