Background Technology License Sample Clauses
A Background Technology License clause grants one party the right to use certain pre-existing intellectual property or technology owned by the other party that is necessary for the performance of a contract or project. This clause typically specifies the scope of the license, such as whether it is limited to internal use, sublicensable, or restricted to a particular field or duration. For example, a software developer may license proprietary tools or code libraries to a client to enable the development or operation of a new application. The core function of this clause is to ensure that all necessary background intellectual property can be legally used in the project, thereby preventing infringement issues and clarifying the rights and limitations associated with such use.
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Background Technology License. Developer hereby grants to Customer such rights and licenses with respect to the Background Technology that will allow Customer to use and otherwise exploit perpetually throughout the universe for all or any purposes whatsoever [the Work Product, to the same extent as if Customer owned] the Background Technology, without incurring any fees or costs to Developer (other than the Fees and Reimbursable Expenses set forth herein) or any other Person in respect of the Background Technology. In furtherance of the foregoing, such rights and licenses shall:
(a) be irrevocable, perpetual, fully paid-up, and royalty-free;
(b) include the rights to use, reproduce, perform (publicly or otherwise), display (publicly or otherwise), modify, improve, create derivative works of, distribute, import, make, have made, sell, and offer to sell the Background Technology, including all such modifications, improvements, and derivative works thereof[, solely as part of, or as necessary to use and exploit, the Work Product]; and
(c) be freely assignable and sublicensable[, in each case solely in connection with the assignment or licensing of the Work Product or any portion, modification, or derivative work thereof, and only to the extent necessary to allow the assignee or sublicensee, as the case may be, to use and exploit the Work Product or portion, modification, improvement, or derivative work thereof]. Developer reserves all rights in the Background Technology not expressly granted to Customer herein.]
Background Technology License. Contractor hereby grants to the State such rights and licenses with respect to the Background Technology contained in or necessary for use of the Work Product that will allow the State to use and otherwise exploit perpetually throughout the universe for all or any purposes whatsoever the Work Product, to the same extent as if the State owned the Background Technology, without incurring any fees or costs to Contractor (other than the Fees set forth under this Contract and applicable Statement of Work) or any other Person in respect of the Background Technology. In furtherance of the foregoing, such rights and licenses will:
(a) be irrevocable, perpetual, fully paid-up and royalty-free;
(b) include the rights to use, reproduce, perform (publicly or otherwise), display (publicly or otherwise), modify, improve, create Derivative Works of, distribute, import, make, have made, sell and offer to sell the Background Technology, including all such modifications, improvements and Derivative Works thereof, solely as part of, or as necessary to use and exploit, the Work Product; and
(c) be freely assignable and sublicensable, in each case solely in connection with the assignment or licensing of the Work Product or any portion, modification, or Derivative Work thereof, and only to the extent necessary to allow the assignee or sublicensee, as the case may be, to use and exploit the Work Product or portion, modification, improvement, or Derivative Work thereof.
Background Technology License. Developer hereby grants to KabaQ such rights and licenses with respect to the Background Technology that will allow KabaQ to use and otherwise exploit perpetually throughout the universe for all or any purposes whatsoever the Work Product, to the same extent as if KabaQ owned the Background Technology, without incurring any fees or costs to Developer (other than the Fees and Pricing set forth herein) or any other Person in respect of the Background Technology. In furtherance of the foregoing, such rights and licenses shall: (i) be irrevocable, perpetual, fully paid-up, and royalty-free; (ii) include the rights to use, reproduce, perform (publicly or otherwise), display (publicly or otherwise), modify, improve, create derivative works of, distribute, import, make, have made, sell, and offer to sell the Background Technology, including all such modifications, improvements, and derivative works thereof, solely as part of, or as necessary to use and exploit, the Work Product; and (iii) be freely assignable and sublicensable, in each case solely in connection with the assignment or licensing of the Work Product or any portion, modification, or derivative work thereof, and only to the extent necessary to allow the assignee or sublicensee, as the case may be, to use and exploit the Work Product or portion, modification, improvement or derivative work thereof. Developer reserves all rights in the Background Technology not expressly granted to KabaQ herein.
Background Technology License. Each party (as Licensor Party) hereby grants to the other party (as Licensee Party) a license under the terms of the Apache License with respect to the Licensor Party’s Incorporated Background Technology. For purposes of the Apache License, the Licensor Party’s Incorporated Background Technology will be deemed to be the “Work” as defined in the Apache License.
Background Technology License. All rights and title in and to any and all pre-existing inventions, discoveries, data, chemical entities, materials developed or controlled by either Party prior to the Effective Date or during the Term, but not as a result of, in connection with or otherwise related to the Sponsored Research (collectively, the “Background Technology”), whether or not patentable, shall reside with the owner thereof and, except as otherwise set forth herein, such ownership and rights thereto shall not be affected by the Sponsored Research or a Party’s performance of its obligations hereunder. To the extent that each Party’s Background Technology is available for non-exclusive licensing, each Party grants the other Party a limited right to use any of its rights in such Background Technology and Inventions that is necessary or useful for such other Party to conduct the Sponsored Research solely for the direct performance of the Sponsored Research by such other Party during the Term.
Background Technology License. (a) Developer hereby grants to Customer such rights and licenses with respect to the Background Technology as necessary to allow Customer to use and otherwise exploit perpetually throughout the world for all or any purposes whatsoever the Work Product, to the same extent as if Customer owned the Background Technology, without incurring any fees or costs to Developer (other than the Development Funds and Reimbursable Expenses set forth herein) or any other Person in respect of the Background Technology (the "Licensed Software"). In furtherance of the foregoing, such rights and licenses shall:
(i) be irrevocable, perpetual, fully paid-up and royalty-free;
(ii) include the rights to (1) utilize the Hardware and Software in test, evaluate, demo or demonstrate mode and utilize the Hardware and Software as intended for the Customer and End User solely as part of, or as necessary to use and exploit, the Work Product, (2) sublicense the use of the Hardware and Software to End Users to process transactions and (3) use multiple versions or releases of the Hardware and Software and prior releases, versions, substitutions and downgrades of the Hardware and Software if available; and
(iii) grant all rights set forth in this Section 15.1 to others acting on behalf of Customer for Customer's internal use only.
(b) The license granted in this Section 15.1 to Customer shall be exclusive with respect to:
(i) Direct Selling of the Work Product to any targeted industry, anywhere in the world; and
(ii) all sales/distributions to the travel and entertainment industries anywhere in the world, for the first 12-month period after the delivery of the initial production version of the WorldVentures Card, irrespective of volume, and continue thereafter for each successive 12-month period subject to Customer purchasing a minimum of 200,000 WorldVentures Cards during such successive 12-month period.
(c) So long as this Agreement is not terminated due to an event described in Section 17.3(c), neither Developer nor Customer shall: (a) transfer, rent, commercialize, sublicense or otherwise distribute any portion or components of the Background Technology Hardware and Software to any third party; (b) modify, extract, create derivative works, disassemble, decompile or reverse engineer the design or object code of the Background Technology or Hardware and Software (except as permitted by applicable Law) nor permit any Third Party to do so; (c) use, access, export or re-export the Hardware an...
Background Technology License. 2 SECTION 2.02 Transfer of Background Technology License...........2 SECTION 2.03 Program Technology License..........................3 SECTION 2.04 Term of Background and Program Technology Licenses..3 SECTION 2.05
Background Technology License. Developer hereby grants to Humanetics such rights and licenses with respect to the Background Technology necessary for Humanetics to use and otherwise exploit perpetually throughout the universe for all or any purposes whatsoever the Work Product, to the same extent as if Humanetics owned the Background Technology, without incurring any fees or costs to Developer (other than the Fees set forth herein) or any other person in respect of the Background Technology. In furtherance of the foregoing, such rights and licenses shall: (a) be irrevocable, perpetual, fully paid-up, and royalty-free; (b) include the rights to use, reproduce, perform (publicly or otherwise), display (publicly or otherwise), modify, improve, create derivative works of, distribute, import, make, have made, sell, and offer to sell the Background Technology, including all such modifications, improvements, and derivative works thereof; and (c) be freely assignable and sublicensable. Developer reserves all rights in the Background Technology not expressly granted to Humanetics herein.
Background Technology License. The Company hereby irrevocably grants (subject to the terms of any License Agreement) to the Partnership an exclusive (even as to the Company and its Affiliates), fully paid-up right and license to make, have made, use, modify and improve the Background Technology within the Field of Activity in the Territory (the "Background Technology License").
Background Technology License. Contractor hereby grants to the State such rights and licenses with respect to the Background Technology that will allow the State to use and otherwise exploit perpetually throughout the universe for all or any purposes whatsoever the Work Product, to the same extent as if the State owned the Background Technology, without incurring any fees or costs to Contractor (other than the Fees set forth under this Contract) or any other Person in respect of the Background Technology. In furtherance of the foregoing, such rights and licenses will: be irrevocable, perpetual, fully paid-up and royalty-free; include the rights to use, reproduce, perform (publicly or otherwise), display (publicly or otherwise), modify, improve, create Derivative Works of, distribute, import, make, have made, sell and offer to sell the Background Technology, including all such modifications, improvements and Derivative Works thereof, solely as part of, or as necessary to use and exploit, the Work Product; and be freely assignable and sublicensable, in each case solely in connection with the assignment or licensing of the Work Product or any portion, modification, or Derivative Work thereof, and only to the extent necessary to allow the assignee or sublicensee, as the case may be, to use and exploit the Work Product or portion, modification, improvement, or Derivative Work thereof.