Background IPR and Foreground IPR Sample Clauses

Background IPR and Foreground IPR. The Contractor grants the Customer a non-exclusive, perpetual, royalty free, transferable licence to use the Background IPR (with a right to grant sub-licences) to the extent required to enable the Customer to use the Deliverables for business purposes (and in particular to enable the Customer to carry out future procurement related activity). Save as set out in this clause 10.2.1 the Customer shall have no rights in or to the Background IPR. All Foreground IPR in the Deliverables shall vest in and be owned exclusively by the Customer and the Contractor hereby assigns to the Customer all Foreground IPR in the Deliverables together with all rights to apply for registration of any related Intellectual Property Rights. This assignment shall take effect on the date of the relevant Work Order or as a present assignment of future rights that will take effect immediately on the coming into existence of the Deliverables. The Contractor shall not, and shall ensure that the Staff shall not, (except when necessary for the performance of the relevant Work Order) without prior written approval, use or disclose any Foreground IPR in the Deliverables.
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Background IPR and Foreground IPR. 9.1 As between the Parties, Licensor is and shall at all times be the sole and exclusive owner of all right, title and interest in and to the Licensor Background IPR and Licensee is and shall at all times be the sole and exclusive owner of all right, title and interest in and to the Licensee Background IPR. Other than as expressly set out in this Agreement (or any other agreement between the Parties), the Licensee shall have no right to use or any other right, title or interest in and to the Licensor’s Background IPR. Other than as expressly set out in this Agreement (or any other agreement between the Parties) the Licensor shall have no right to use or any other right, title or interest in and to the Licensee’s Background IPR. 9.2 The Parties hereby acknowledge that Foreground IPR may be generated pursuant to the Licensee’s (or sub-licensee’s) exercise of its rights and performance of its obligations under this Agreement. Such Foreground IPR shall be owned by the Licensee. To avoid any doubt Joint IPR (as defined below) is not Foreground IPR and shall be owned and otherwise dealt with in accordance with Clause 10. 9.3 The Licensee hereby grants to the Licensor a non-exclusive, royalty free, worldwide, irrevocable licence (together with the right to grant sub-licences subject to the prior, written consent of Licensee (such consent not to be unreasonably withheld)) to use in any manner outside the Field of Use any Foreground IP (other than Joint IPR, which is dealt with under Clause 10). The foregoing licence shall exclude the Field of Use but shall automatically be extended to include the Field of Use in the event that this Agreement is terminated other than due to a breach of this Agreement by the Licensor.
Background IPR and Foreground IPR. (a) The Services performed by NNC, its Subsidiaries or Subcontractors pursuant to this Agreement (and any deliverables provided to Impsat in connection therewith) are not "works for hire." (b) Background IPR of NNC and its Subsidiaries, and of Impsat and its Subsidiaries, including any Background IPR incorporated in the Work and Services, shall remain the exclusive property of such party. (c) Impsat and its Subsidiaries hereby grant to NNC and its Subsidiaries a non-exclusive, fully paid-up, worldwide, perpetual, non-transferable, indivisible, personal license to use Impsat Background IPR (the "Impsat License"). Such license shall be limited to and solely for the purposes of allowing NNC and its Subsidiaries to perform their obligations under this Agreement and the Work and Services to be performed hereunder.

Related to Background IPR and Foreground IPR

  • Background IP As between the Parties, each Party will retain all right, title and interest in and to all of its Background IP.

  • Foreground IP The following subparagraphs of this paragraph e shall not apply to any Services to the extent their development was funded by the U.S. Government. i. All IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorship, such works shall be works made for hire with the copyrights vesting in Buyer. Seller hereby transfers, conveys, and assigns all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyer. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as permitted under this Contract. Seller shall not, without Buyer’s prior written consent, use Foreground IP or such derivative works in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground IP.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you.

  • INTELLECTUAL PROPERTY RIGHTS - INVENTION AND PATENT RIGHTS A. General 1. NASA has determined that 51 U.S.C. § 20135(b) does not apply to this Agreement. Therefore, title to inventions made (conceived or first actually reduced to practice) under this Agreement remain with the respective inventing party(ies). No invention or patent rights are exchanged or granted under this Agreement, except as provided herein.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Background Intellectual Property It is possible that one or both Parties may possess rights in background intellectual property, that is, intellectual property not otherwise subject to this Agreement, which would be useful or essential to the practice or commercialization of the results of this Agreement. For example, the RI might own a patent which would be infringed by the SBC when it attempted to commercialize the results of this Agreement unless a license was obtained from the RI. Where the Parties determine that background technology may exist, consideration should be given to negotiating license rights which will allow the practice and commercialization of the results of this Agreement.

  • New Technology When new or updated technology is introduced into a workplace, it will be the responsibility of the employer to provide appropriate and, if necessary, ongoing training to the employees directly affected. Such training will include any health and safety implications or information that will enable employees to operate the equipment without discomfort and will help maintain their general well-being.

  • Patent Rights The State and the U. S. Department of Transportation shall have the royalty free, nonexclusive and irrevocable right to use and to authorize others to use any patents developed by the Engineer under this contract.

  • Joint Technology The Parties agree that, in order to effectuate the provisions of Section 4.4.2, subject to any exclusive licenses granted hereunder, (a) the non-use provisions of this Article 9 shall not apply to each Party’s use of Joint Technology, and (b) each Party may disclose the Joint Technology to Third Parties who are under terms of confidentiality no less strict than those contained in this Agreement.

  • Intellectual Property, Inventions and Patents Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to Parent’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Executive (whether alone or jointly with others) while employed by the Company and its Subsidiaries, whether before or after the date of this Agreement (“Work Product”), belong to Parent, the Company or such Subsidiary. Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

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