Background IP and Background Materials Sample Clauses

Background IP and Background Materials. A Party’s Background Intellectual Property shall remain vested solely in that Party and nothing in this Agreement shall be deemed to give the other Party any rights to use or commercialise the same except as expressly provided by this Agreement. Each Party: agrees that it will not have any claim, ownership or interest in the other Party’s Background Intellectual Property; acknowledges and agrees that, subject to clauses 6.5 and 6.6, Improvements will be owned by the Party or Parties that own the relevant Background IP; and grants the other Party a non-exclusive, fee and royalty-free licence for the use of any Background Intellectual Property made available by the granting Party for the purpose of carrying out the Project only. The following provisions apply whenever a Party (Material Provider) provides Background Material to another Party (Material Recipient): The Material Recipient must: only use the Background Material for the purpose of the Project; not provide the Background Material to any third party; not use the Background Material in humans; not seek any form of registration of Intellectual Property or other statutory protection of the Background Material; not seek to reverse engineer the Background Material or otherwise determine the origin of the Background Material (unless otherwise expressly agreed by the parties); comply with all laws and applicable codes of conduct in relation to use of the Background Material; obtain all ethical clearances that are necessary or desirable to use the Background Material for the purpose of the Project; and co-operate with the Material Provider and act reasonably in connection with this Agreement and receipt of the Background Material. The Material Recipient acknowledges and agrees that, as between the parties, the Material Provider retains title to the Background Material provided to the Material Recipient under this Agreement. The Material Recipient acknowledges and agrees that: the Material Provider does not make any representation or give any warranty that the Background Material is fit for any particular purpose; the Material Provider does not make any representation or give any warranty that the use of the Background Material by the Material Recipient or transfer of the Background Material to the Material Recipient will not infringe the Intellectual Property or other rights of any third party; the Background Material is provided on an “as is” basis; and except as otherwise provided in clause 6.2(c), nothin...
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Related to Background IP and Background Materials

  • Background IP Each Party will own all right, title and interest in its Background IP.

  • Background Screening VENDOR shall comply with all requirements of Sections 1012.32 and 1012.465, Florida Statutes, and all of its personnel who (1) are to be permitted access to school grounds when students are present, (2) will have direct contact with students, or (3) have access or control of school funds, will successfully complete the background screening required by the referenced statutes and meet the standards established by the statutes. This background screening will be conducted by SBBC in advance of VENDOR or its personnel providing any services under the conditions described in the previous sentence. VENDOR shall bear the cost of acquiring the background screening required by Section 1012.32, Florida Statutes, and any fee imposed by the Florida Department of Law Enforcement to maintain the fingerprints provided with respect to VENDOR and its personnel. The parties agree that the failure of VENDOR to perform any of the duties described in this section shall constitute a material breach of this Agreement entitling SBBC to terminate immediately with no further responsibilities or duties to perform under this Agreement. VENDOR agrees to indemnify and hold harmless SBBC, its officers and employees from any liability in the form of physical or mental injury, death or property damage resulting from VENDOR’s failure to comply with the requirements of this section or with Sections 1012.32 and 1012.465, Florida Statutes.

  • Technical Information The Employer agrees to provide to the Union such information that is available relating to employees in the bargaining unit, as may be required by the Union for collective bargaining purposes.

  • Third Party Materials The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third- party advertising ("Third-Party Materials"). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

  • Foreground IP This subparagraph d. shall not apply to unmodified commercial off‐the‐shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply.

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