Foreground Intellectual Property Rights. All Foreground Intellectual Property Rights are owned by Xxxxx and not by Seller. Seller hereby confirms the same and assigns to Buyer all of Seller’s right, title and interest in and to all Foreground Intellectual Property Rights that are developed or created in the course of performing this Contract and any purchase order (separately or as part of any goods). To the extent that any Foreground Intellectual Property Rights are copyrightable works or works of authorship (including, but not limited to, computer programs, technical specifications, documentation and manuals), the parties agree that they are “works made for hire” as that term is used in connection with the U.S. Copyright Act. Seller may only use the Foreground Intellectual Property Rights to produce and supply goods to Buyer.
Foreground Intellectual Property Rights. The Parties agree and acknowledge that all Foreground Intellectual Property Rights shall vest in and be owned absolutely by NCFE. To the extent that the Foreground Intellectual Property Rights vest in the Recipient, the Recipient shall hold them on trust for NCFE. The Recipient warrants to NCFE that it will obtain from any individual that creates Foreground Intellectual Property Rights, who is not an employee of the Recipient, a written and valid assignment of all Foreground Intellectual Property Rights and a written irrevocable waiver of all the individual’s statutory moral rights in the Foreground Intellectual Property Rights to the fullest extent permissible by law, and that the individual will hold on trust for NCFE any of the rights referred to in this Clause in which the legal title will not pass to NCFE. The Recipient agrees to provide to NCFE a copy of such assignment before engaging such an individual to create the Foreground Intellectual Property Rights. To the extent that legal title in and to any Foreground Intellectual Property Rights does not vest in NCFE as described in Clause 13.6, the Recipient undertakes that it shall immediately at the request of NCFE either during or after the Term, and in consideration of the sum of £1: assign to NCFE (or, where applicable, procure the assignment to NCFE) absolutely with full title guarantee all its rights, title and interest in and to the Foreground Intellectual Property Rights and all materials embodying such rights to the fullest extent permitted by law, and execute (or, where applicable, procure the execution of) all documents, make all applications, give all assistance and do all acts and things as may, in the opinion of NCFE be necessary or desirable to achieve this; hold on trust (or procure that any relevant individual holds on trust) the NCFE any of the rights referred to in this Clause in which legal title has not passed (or will not pass) to NCFE; and defend NCFE against claims that works embodying the Foreground Intellectual Property Rights or any materials embodying such rights infringe third party rights, and otherwise to protect and maintain the Foreground Intellectual Property Rights. In respect of the Foreground Intellectual Property Rights and all materials embodying such rights, the Recipient hereby waivers all moral rights to which it is or may at any future time be entitled under the Copyright, Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction. The R...
Foreground Intellectual Property Rights. (hereinafter: Foreground IPR) - means all intellectual property rights to any and all Solution enhancements, modifications, changes, improvements, developments that are made to or for the Manufacturer's Pre-existing IPR, including but not limited to its source code, documentation, conception or design of Software or any of its part, request for changes, translation, adaptation, rearrangement, correction of errors, regardless whether the creation is done solely or jointly with the Manufacturer or by any third party, and whether created at End User's request under any statement or agreement.
Foreground Intellectual Property Rights. 13.6 The Parties agree and acknowledge that all Foreground Intellectual Property Rights shall vest in and be owned absolutely by NCFE. To the extent that the Foreground Intellectual Property Rights vest in the Recipient, the Recipient shall hold them on trust for NCFE.
Foreground Intellectual Property Rights. 9.2.1 All Foreground Intellectual Property Rights shall be the exclusive property of the Supplier from creation.
Foreground Intellectual Property Rights. All right, title and interest in and to Foreground Intellectual Property Rights related to the Technology Platform shall vest in NXP Software.
Foreground Intellectual Property Rights. Buyer and Seller will each retain ownership of any Foreground Intellectual Property Rights that are solely created or made by their respective employees, agents or subcontractors (“Personnel”). Buyer and Seller will jointly own any Foreground Intellectual Property Rights that are jointly created or made by Personnel of both Buyer and Seller with the ability to grant licenses without consultation and no duty of accounting to each other for any use or purpose. For clarity, unless an express written period of exclusivity has been promised to Buyer, Foreground Intellectual Property Rights owned or controlled by Seller may be immediately exploited by Seller in connection with its business with its other customers and will not be exclusive to Seller's performance of this Contract. Seller hereby grants to Buyer and causes its affiliates and Personnel to grant to Buyer, an irrevocable, worldwide, nonexclusive, perpetual to the maximum extent permitted by law, royalty free, fully paid-up license, with right to sublicense, to all Foreground Intellectual Property Rights to make, have made, use, reproduce, modify, improve, prepare derivative works of, distribute, display, perform, offer to sell, sell and import, without limitation.
Foreground Intellectual Property Rights. During this Agreement, the parties may agree that Company will create or develop at Client's request new intellectual property products or materials and provide certain new Services in which intellectual property rights subsist (collectively "Foreground IPR"). The parties hereby agree that Company shall own all right, title and interest in and to all Foreground IPR and Company shall grant to Client a worldwide, royalty-free, perpetual license to use the Foreground IPR for Client's internal business purposes only and provided always that Client shall not commercialise Foreground IPR and shall not sell, license, distribute, publish or otherwise circulate Foreground IPR to any third party except with Company's prior written consent.
Foreground Intellectual Property Rights. Except with respect to Seller Retained Improvements, Buyer shall own all right, title, and interest in and to any and all Foreground Intellectual Property Rights that are created or made by Buyer or Seller, and each of their respective Personnel. For clarity, unless an express written period of exclusivity has been promised to Buyer, Seller Retained Improvements may be immediately exploited by Seller in connection with its business with its other customers and will not be exclusive to Seller's performance of this Contract. Seller hereby grants to Buyer and causes its affiliates and Personnel to grant to Buyer, an irrevocable, worldwide, nonexclusive, perpetual to the maximum extent permitted by law, royalty free, fully paid-up license, with right to sublicense, to all Seller Retained Improvements to make, have made, use, reproduce, modify, improve, prepare derivative works of, distribute, display, perform, repair, offer to sell, sell and import, without limitation. Seller hereby assigns, agrees to assign, and behalf of itself and its Personnel, to Buyer, all right, title, and interest in and to all Buyer Intellectual Property Rights and shall assist Buyer in connection with the procurement, defense, and enforcement of same.
Foreground Intellectual Property Rights. Subject to Clause 21.3 below, the worldwide rights, title and other interest in and to all Foreground IPR (including IPR in any of the Contractor’s Subcontracts) in all data and materials (and in any derivatives and adaptations thereof, including any modifications, enhancements, additions or changes thereto) shall vest and remain vested exclusively in the Customer. The Customer grants to the Contractor the right to use this data and materials for the purposes of performing its obligations under the Contract. If and to the extent that, despite having used all reasonable commercial endeavours to acquire the Foreground IPR authored, conceived, developed, reduced to practice or otherwise created during the performance of any of the Contractor’s Subcontracts, the Contractor is unable to acquire all or part of such Foreground IPR, the Contractor shall inform the Customer forthwith and shall, if requested by the Customer, provide all reasonable support in assisting the Customer to enter into a direct agreement with the relevant Subcontractor under which the Customer will secure rights to such Foreground IPR.
