Background IPRs Sample Clauses

Background IPRs. All rights (including Intellectual Property Rights) and title in and to any Background IPRs will remain the property of the relevant Party. This Agreement does not affect the ownership of any Background IPRs. All rights (including Intellectual Property Rights) and title in and to any Developed IPRs will vest on creation in the Party that developed the Developed IPRs. If a third party (e.g. a student or contractor) is involved in the Project, the Party engaging that third party will ensure that the third party maintains adequate records and assigns any Intellectual Property Rights associated with the Project to the Party in order to give full effect to this clause 56. If any Parties are jointly responsible for developing Developed IPRs, those Developed IPRs will be jointly owned by those Parties with the ownership interest of each Party being proportional to the contribution made by each relevant Party to the Developed IPRs (e.g. inventive or creative contribution). Each Party that owns Developed IPRs will promptly disclose the nature of those Developed IPRs to the other Parties for the purposes of the Project. Developed IPRs that are disclosed under this clause 56.4 will be treated as Confidential Information. Each Party (being a Licensor) grants to the other Parties (being Licensees) a non-exclusive, royalty-free licence for the Term to use the Licensor's: Developed IPRs for the purpose of undertaking the Project; and Background IPRs (subject to any existing obligations to third parties) for the purpose of undertaking the Project and to enable the use of the Developed IPRs under clause 56.5.1, but not for commercial exploitation except if permitted under this clause 5655. Without limiting clause 49.1.3, each Party grants (and must ensure that any relevant third party grants) to the Authority the licence described in clause 57.3 (Developed IPRs) of Annex 2 (Terms and Conditions) to the Grant Agreement. If any Party wishes to commercially exploit Developed IPRs owned by another Party with a broader scope than permitted under clause 56.5, the Parties concerned will enter into good faith commercial discussions to agree on the terms of a non-exclusive licence to use the Developed IPRs, including a royalty and/or other appropriate form of remuneration which is fair and reasonable having regard to: the respective financial and technical contributions of the Parties concerned to the development of the Developed IPRs; the expenses incurred in securing Protection o...
AutoNDA by SimpleDocs
Background IPRs. The Company shall make the Background IPRs available for use in the Project and for the protection, development and exploitation of the Project IPRs.
Background IPRs. Each party and/or its third party licensors retains ownership of all rights, title and interest in its Background IPR and nothing in this Agreement or any SOW shall operate to transfer the ownership of any Background IPR of one party to the other party. Customer grants to Supplier a fully paid-up, non-exclusive, royalty-free licence to use, copy and modify any Customer Background IPRs during the relevant SOW Term including the right to grant sub-licenses to approved subcontractors (including the Agreed Subcontractors), but only to the extent necessary for Supplier to perform its obligations under the applicable SOW (including provision of the Services and Deliverables).
Background IPRs. The Contractor must declare Background IPRs before the start of performance of tasks and creation of the Results. The information shall include identification of the rights’ owners. With prior written agreement of the Contracting Authority, the Contractor may declare the Background IPRs later but at the latest together with the invoice for payment of the balance. The Contracting Authority may require that the Contractor provide it with relevant and exhaustive evidence of the acquisition of all the necessary Background IPRs together with a presentation of the Result.

Related to Background IPRs

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

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!