Background Patents, know-how and information Sample Clauses

Background Patents, know-how and information. The implementation of a research or innovation project may require the use of pre-existing know-how, owned by one of the parties, resulting from work carried out prior to, or independently of, the agreement. In this case, the EC contract provides that the party owning the knowledge must disclose it to the other participants, unless specifically excluded by means of a written agreement before the signature of the contract. It is important that any pre-existing know-how which is to be excluded from access during the life of the project be identified in the consortium agreement, or in any other agreement between the parties involved. The participants can ensure that any access is provided with an obligation of the recipient to use it only to carry out their obligations under the EC contract and that this is reflected in the agreement. It is important to distinguish pre-existing know-how held prior to the conclusion of the EC contract from that acquired in parallel with it. In the event that the project produces results, partly based on the patents or know-how owned by one of the parties prior to the agreement, which has not been excluded by prior agreement, the EC contract provides that access rights to the pre-existing know-how are to be provided on royalty-free grounds for the execution of the project and on fair and non-discriminatory grounds for the use of the contractor’s own knowledge. It is always useful to cover the eventuality of the owner refusing to disclose or license its knowledge if the disclosure of such information is likely to do serious damage to its own business and how to deal with exclusion of necessary pre-existing know-how.
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Related to Background Patents, know-how and information

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  • 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.

  • Access and Information The Company, on the one hand, and Parent and Acquisition Corp., on the other hand, shall each afford to the other and to the other’s accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Effective Time to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.01 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information that (a) is already in such party’s possession or (b) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors or (c) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however, that (i) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (ii) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing and (iii) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, further, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information that is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.

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