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 ▇▇▇▇▇ 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 ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇, 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.
Appears in 8 contracts
Sources: Purchase Agreement, Purchase Agreement, Labor Hour/Time & Material Contract
Foreground IP. The following subparagraphs of this paragraph e shall not apply to: (i) commercial off‐the‐shelf Goods except to the extent such Goods are modified or redesigned pursuant to this Contract; or (ii) any Services Goods 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇, 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.
Appears in 7 contracts
Sources: Purchase Agreement, Cost Reimbursement Contract, Purchase Agreement
Foreground IP. The following subparagraphs of this paragraph e This subparagraph d. shall not apply to any unmodified commercial off‐the‐shelf goods. If Services or goods are developed, modified, or redesigned pursuant to this Contract, then the extent their development was funded by the U.S. Governmentsubparagraphs below apply.
i. All Foreground 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 Buyer except as set forth in Buyersubparagraph iv below.
ii. Seller hereby transfers, conveys, and irrevocably assigns to Buyer all right, title and interest in such the 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 Buyerno additional charge. Seller shall protect Foreground IP that is as Buyer’s Proprietary Information and Materials as required by under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing.
iiiii. Seller willshall, 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 inventionsinventions assigned hereunder, 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, instruments and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce enforce, and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇Seller, with respect to executing any such written instruments.
iv. Subparagraphs ii. and iii. Buyer grants above shall not apply 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 the extent that the development of such Foreground IP was performed with funding received by Buyer under this Contracta U.S. Government procurement 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 that any such 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, equipmentthat modifies, or service which utilizes is a derivative work of, Buyer Background IP, including any suggestions regarding or is enabled by modifications made to Buyer Specifications, shall be the exclusive property of Buyer, and subparagraphs (ii) and (iii) shall apply to such Seller-developed Foreground IP.
Appears in 4 contracts
Sources: Purchase Agreement, Purchase Agreement, Purchase Agreement
Foreground IP. The following subparagraphs of this paragraph e shall not apply to: (i) commercial off‐the‐shelf Goods except to the extent such Goods are modified or redesigned pursuant to this Contract; or (ii) any Services Goods to the extent their development was funded by the U.S. Government.
i. All Foreground 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 authorshipauthorship that qualify as a “work made for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably 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 Buyerno additional charge. 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇, with respect to executing any such written instruments.
iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer-Owned IP”). 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 Buyer-Owned 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 Contract or otherwise permitted under this Contract. Contract Seller shall not, without Buyer’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP 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 Buyer-Owned IP.
Appears in 2 contracts
Sources: Purchase Agreement, Purchase Agreement
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 Foreground 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 authorshipauthorship that qualify as “work made for hire” as defined by U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns to Buyer 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 BuyerIPfor no additional charge. 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇, 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.
Appears in 2 contracts
Sources: Purchase Agreement, Purchase Agreement
Foreground IP. The following subparagraphs of this paragraph e This subparagraph d. shall not apply to any Services unmodified commercial off‐the‐shelf Goods. If Goods are developed, modified, or redesigned pursuant to this Contract, then the extent their development was funded by the U.S. Governmentsubparagraphs below apply.
i. All Foreground 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 Buyer except as set forth in Buyersubparagraph iv below.
ii. Seller hereby transfers, conveys, and irrevocably assigns to Buyer all right, title and interest in such the 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 Buyerno additional charge. Seller shall protect Foreground IP that is as Buyer’s Proprietary Information and Materials as required by under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing.
iiiii. Seller willshall, 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 inventionsinventions assigned hereunder, 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, instruments and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce enforce, and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇Seller, with respect to executing any such written instruments.
iv. Subparagraphs ii. and iii. Buyer grants above shall not apply 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 the extent that the development of such Foreground IP was performed with funding received by Buyer under this Contracta U.S. Government procurement 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 that any such 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, equipmentthat modifies, or service which utilizes is a derivative work of, Buyer Background IP, including any suggestions regarding or is enabled by modifications made to Buyer Specifications, shall be the exclusive property of Buyer, and subparagraphs (ii) and (iii) shall apply to such Seller-developed Foreground IP.
Appears in 2 contracts
Sources: Purchase Agreement, Purchase Agreement
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 Foreground 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 authorshipauthorship that qualify as a “work made for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns to Buyer 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 Buyerno additional charge. 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇, with respect to executing any such written instruments.
iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer-Owned IP”). 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 Buyer-Owned 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 Contract or otherwise permitted under this Contract,. Seller shall not, without Buyer▇▇▇▇▇’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP 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 Buyer-Owned IP.
Appears in 2 contracts
Sources: Purchase Agreement, Labor Hour/Time & Material Contract
Foreground IP. The following subparagraphs of this paragraph e shall not apply to: (i) commercial off‐the‐shelf Goods except to the extent such Goods are modified or redesigned pursuant to this Contract; or (ii) any Services Goods to the extent their development was funded by the U.S. Government.
i. All Foreground 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 authorshipauthorship that qualify as a “work made for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably 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 Buyerno additional charge. 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇, with respect to executing any such written instruments.
iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer-Owned IP”). 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 Buyer-Owned 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 Contract or otherwise permitted under this Contract. , Seller shall not, without Buyer’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP 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 Buyer-Owned IP.
Appears in 2 contracts
Sources: Purchase Agreement, Purchase Agreement
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 Foreground 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 authorshipauthorship that qualify as “work made for hire” as defined by U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. Seller hereby transfersFor all other Foreground IP, 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇, with respect to executing any such written instruments.
iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer-Owned IP”). 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 Buyer-Owned 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 Contract or otherwise permitted under this Contract. Seller shall not, without Buyer▇▇▇▇▇’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP 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 Buyer-Owned IP.
Appears in 2 contracts
Sources: Purchase Agreement, Purchase Agreement
Foreground IP. The following subparagraphs of this paragraph e This subparagraph d shall not apply to any Services unmodified commercial off‐the‐shelf Goods. If Goods are developed, modified or redesigned pursuant to this Contract then the extent their development was funded by the U.S. Governmentsubparagraphs below apply.
i. All Foreground 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 Buyer except as set forth in Buyersubparagraph (iv) below.
ii. Seller hereby transfers, conveys, and irrevocably assigns to Buyer all right, title and interest in such the 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 Buyerno additional charge. Seller shall protect Foreground IP that is as Buyer’s Proprietary Information and Materials as required by under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing.
iiiii. Seller willshall, 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 inventionsinventions assigned hereunder, 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, instruments and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce enforce, and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇Seller, with respect to executing any such written instruments.
iv. Subparagraphs ii and iii. Buyer grants above shall not apply 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 extent that the development of such Foreground IP or was performed with funding received by Buyer under a U.S. Government procurement contract except that any 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, equipmentForeground IP that modifies, or service which utilizes is a derivative work of, Buyer Background IP, including any suggestions regarding or is enabled by modifications made to Buyer Specifications, shall be the exclusive property of Buyer, and subparagraphs (ii) and (iii) shall apply to such Seller-developed Foreground IP.
Appears in 2 contracts
Sources: Purchase Agreement, Purchase Agreement
Foreground IP. The following subparagraphs of this paragraph e This subparagraph d. shall not apply to any Services unmodified commercial off‐the‐shelf Goods. If Goods are developed, modified, or redesigned pursuant to this Contract, then the extent their development was funded by the U.S. Governmentsubparagraphs below apply.
i. All Foreground 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 Buyer except as set forth in Buyer. Seller hereby transfers, conveys, and assigns all right, title and interest in such Foreground IP free of charge to Buyersubparagraph iv below.
ii. Seller hereby irrevocably transfers, conveys, and assigns to Buyer all right, title title, and interest in any other the Foreground IP not considered a work made for hire free of charge to BuyerIP. Seller shall protect Foreground IP that is as Buyer’s Proprietary Information and Materials as required by under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing.
iiiii. Seller willshall, 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 inventionsinventions assigned hereunder, 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, instruments and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce enforce, and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇Seller, with respect to executing any such written instruments.
iv. Subparagraphs ii. and iii. Buyer grants above shall not apply 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 the extent that the development of such Foreground IP was performed with funding received by Buyer under this Contracta U.S. Government procurement 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 that any such 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, equipmentthat modifies, or service which utilizes is a derivative work of, Buyer Background IP, including any suggestions regarding or is enabled by modifications made to Buyer Specifications, shall be the exclusive property of Buyer, and subparagraphs (ii) and (iii) shall apply to such Seller-developed Foreground IP.
Appears in 1 contract
Sources: Purchase Agreement
Foreground IP. The following subparagraphs of this paragraph e shall not apply to: (i) commercial off‐the‐shelf Goods except to the extent such Goods are modified or redesigned pursuant to this PO; or (ii) any Services Goods to the extent their development was funded by the U.S. Government.
i. All Foreground 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 authorshipauthorship that qualify as a “work made for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns to Buyer 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 Buyerno additional charge. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract PO and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing.
ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract PO 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 ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇, with respect to executing any such written instruments.
iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer-Owned IP”). Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract PO to use, reproduce, modify, practice and prepare derivative works of any Foreground Buyer-Owned 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 PO or otherwise permitted under this ContractPO. Seller shall not, without Buyer▇▇▇▇▇’s prior written consent, use Foreground Buyer- Owned IP or such any derivative works of any of the Buyer-Owned IP in any manner not authorized under this ContractPO, 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 Buyer-Owned IP.
Appears in 1 contract
Sources: Purchase Order Agreement
Foreground IP. The following subparagraphs of this paragraph e shall not apply to: (i) commercial off‐the‐shelf Goods except to the extent such Goods are modified or redesigned pursuant to this Contract; or (ii) any Services Goods to the extent their development was funded by the U.S. Government.
i. All Foreground 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 authorshipauthorship that qualify as a “work made for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably 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 Buyerno additional charge. 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇, with respect to executing any such written instruments.
iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer -Owned IP”). 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 Buyer-Owned 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 Contract or otherwise permitted under this Contract. Contract Seller shall not, without Buyer’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP 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 Buyer-Owned IP.
Appears in 1 contract
Sources: Purchase Agreement
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 Foreground 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 authorshipauthorship that qualify as a “work made for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns to Buyer 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 Buyerno additional charge. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract PO and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing.
ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract PO 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 ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇, with respect to executing any such written instruments.
iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer-Owned IP”). Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract PO to use, reproduce, modify, practice and prepare derivative works of any Foreground Buyer-Owned 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 Contract or otherwise permitted under this Contract,. Seller shall not, without Buyer▇▇▇▇▇’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP in any manner not authorized under this ContractPO, 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 Buyer-Owned IP.
Appears in 1 contract
Sources: Purchase Order
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 Foreground 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 authorshipauthorship that qualify as “work made for hire” as defined by U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. Seller hereby transfersFor all other Foreground IP, 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇, with respect to executing any such written instruments.
iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer -Owned IP”). 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 Buyer-Owned 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 Contract or otherwise permitted under this Contract. Seller shall not, without Buyer▇▇▇▇▇’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP 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 Buyer-Owned IP.
Appears in 1 contract
Sources: Purchase Agreement
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 Foreground 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 authorshipauthorship that qualify as a “work for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably 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 PO and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing.
ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract PO 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 ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇, 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.
Appears in 1 contract
Sources: Purchase Order Terms and Conditions
Foreground IP. The following subparagraphs of this paragraph e shall not apply to: (i) commercial off‐the‐shelf Goods except to the extent such Goods are modified or redesigned pursuant to this Contract; or (ii) any Services Goods to the extent their development was funded by the U.S. Government.
i. All Foreground 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 authorshipauthorship that qualify as a “work made for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns to Buyer 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 Buyerno additional charge. 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇, with respect to executing any such written instruments.
iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer-Owned IP”). 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 Buyer-Owned 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 Contract or otherwise permitted under this Contract. Seller shall not, without Buyer▇▇▇▇▇’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP 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 Buyer-Owned IP.
Appears in 1 contract
Sources: Purchase Agreement
Foreground IP. The following subparagraphs of this paragraph e d. shall not apply to any unmodified commercial off‐the‐ shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the extent their development was funded by the U.S. Governmentparagraphs below apply.
i. All Foreground 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 Buyer except as set forth in Buyersubparagraph (iv) below.
ii. Seller hereby transfers, conveys, and irrevocably assigns to Buyer all right, title and interest in such the 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 Buyerno additional charge. Seller shall protect Foreground IP that is as Proprietary Information and Materials as required by under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing.
iiiii. Seller willshall, 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 inventionsinventions assigned hereunder, 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. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇Seller, with respect to executing any such written instruments.
iv. Subparagraphs i., ii. and iii. Buyer grants above shall not apply 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 extent that the development of such Foreground IP or such derivative works in any manner not authorized was performed with funding received by Buyer 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 IPU.S. Government contract.
Appears in 1 contract
Sources: Purchase Contract
Foreground IP. The following subparagraphs of this paragraph e shall not apply to: (i) commercial off‐the‐shelf Goods except to the extent such Goods are modified or redesigned pursuant to this Contract; or (ii) any Services Goods to the extent their development was funded by the U.S. Government.
i. All Foreground 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 authorshipauthorship that qualify as a “work made for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably 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 Buyerno additional charge. 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇, with respect to executing any such written instruments.
iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer -Owned IP”). 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 Buyer-Owned 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 Contract or otherwise permitted under this Contract. , Seller shall not, without Buyer’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP 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 Buyer-Owned IP.
Appears in 1 contract
Sources: Purchase Agreement
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 Foreground 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 authorshipauthorship that qualify as a “work for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇, with respect to executing any such written instruments.
iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer- Owned IP”). 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 Buyer-Owned 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 Contract or otherwise permitted under this Contract. Seller shall not, without Buyer▇▇▇▇▇’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP 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 Buyer- Owned IP.
Appears in 1 contract
Sources: Purchase Order
Foreground IP. The following subparagraphs of this paragraph e This subparagraph d. shall not apply to any Services unmodified commercial off-the-shelf Goods. If Goods are developed, modified, or redesigned pursuant to this Contract, then the extent their development was funded by the U.S. Governmentsubparagraphs below apply.
i. All Foreground 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 Buyer except as set froth in Buyer. Seller hereby transfers, conveys, and assigns all right, title and interest in such Foreground IP free of charge to Buyersubparagraph iv below.
ii. Seller hereby irrevocably transfers, conveys, and assigns to Buyer all right, title title, and interest in any other the Foreground IP not considered a work made for hire free of charge to BuyerIP. Seller shall protect Foreground IP that is Proprietary as Buyer’s Confidential Information and Materials as required by under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing ProprietaryDarley Proprietary and Confidential” information or as otherwise directed by ▇▇▇▇▇ 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 pertainsiii. Seller shall promptly execute all written instruments, instruments and assist as Buyer reasonably ▇▇▇▇▇ directs in order to file, acquire, prosecute, maintain, enforce enforce, and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇Seller, with respect to executing any such written instruments.
iv. Subparagraphs ii. and iii. Buyer grants above shall not apply 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 to the extent that the development of such Foreground IP as necessary for Seller to perform its obligations performed with funding received by Buyer under this Contracta US Government procurement 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 that any such 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, equipmentthat modifies, or service which utilizes is a derivative work of, Buyer Background IP, including any suggestions regarding or is enabled by modifications made to Buyer specifications, shall be the exclusive property of Buyer, and subparagraphs ii. and iii. shall apply to such Seller- developed Foreground IP.
Appears in 1 contract
Sources: Terms and Conditions of Purchase
Foreground IP. The following subparagraphs of this paragraph e This subparagraph d. shall not apply to any unmodified commercial off‐the‐shelf goods. If Services or goods are developed, modified, or redesigned pursuant to this Contract, then the extent their development was funded by the U.S. Governmentsubparagraphs below apply.
i. All Foreground 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 Buyer except as set forth in Buyer. Seller hereby transfers, conveys, and assigns all right, title and interest in such Foreground IP free of charge to Buyersubparagraph iv below.
ii. Seller hereby irrevocably transfers, conveys, and assigns to Buyer all right, title title, and interest in any other the Foreground IP not considered a work made for hire free of charge to BuyerIP. Seller shall protect Foreground IP that is as Buyer’s Proprietary Information and Materials as required by under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing.
iiiii. Seller willshall, 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 inventionsinventions assigned hereunder, 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, instruments and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce enforce, and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇Seller, with respect to executing any such written instruments.
iv. Subparagraphs ii. and iii. Buyer grants above shall not apply 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 the extent that the development of such Foreground IP was performed with funding received by Buyer under this Contracta U.S. Government procurement 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 that any such 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, equipmentthat modifies, or service which utilizes is a derivative work of, Buyer Background IP, including any suggestions regarding or is enabled by modifications made to Buyer Specifications, shall be the exclusive property of Buyer, and subparagraphs (ii) and (iii) shall apply to such Seller-developed Foreground IP.
Appears in 1 contract
Sources: Purchase Agreement
Foreground IP. The following subparagraphs of this paragraph e This subparagraph d. shall not apply to any unmodified commercial off‐the‐shelf goods. If Services or goods are developed, modified, or redesigned pursuant to this Contract, then the extent their development was funded by the U.S. Governmentsubparagraphs below apply.
i. All Foreground 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 Buyer except as set forth in Buyer. Seller hereby transfers, conveys, and assigns all right, title and interest in such Foreground IP free of charge to Buyersubparagraph iv below.
ii. Seller hereby irrevocably transfers, conveys, and assigns to Buyer all right, title title, and interest in any other the Foreground IP not considered a work made for hire free of charge to BuyerIP. Seller shall protect Foreground IP that is as Buyer’s Proprietary Information and Materials as required by under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing.
iiiii. Seller willshall, 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 inventionsinventions assigned hereunder, 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, instruments and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce enforce, and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇Seller, with respect to executing any such written instruments.
iv. Subparagraphs ii. and iii. Buyer grants above shall not apply 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 the extent that the development of such Foreground IP was performed with funding received by Buyer under this Contracta U.S. Government procurement 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 that any such 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, equipmentthat modifies, or service which utilizes is a derivative work of, Buyer Background IP, including any suggestions regarding or is enabled by modifications made to Buyer Specifications, shall be the exclusive property of Buyer, and subparagraphs (ii) and (iii) shall apply to such Seller-developed Foreground IP.
Appears in 1 contract
Sources: Purchase Contract
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 Foreground 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 authorshipauthorship that qualify as a “work for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇, with respect to executing any such written instruments.
iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer -Owned IP”). 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 Buyer-Owned 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 Contract or otherwise permitted under this Contract. Seller shall not, without Buyer▇▇▇▇▇’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP 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 Buyer-Owned IP.
Appears in 1 contract
Sources: Purchase Agreement
Foreground IP. The following subparagraphs of this paragraph e (e) shall not apply to:
(i) commercial off‐the‐shelf Goods except to the extent such Goods are modified or redesigned pursuant to this Contract; or (ii) any Services Goods to the extent their development was funded by the U.S. Government.
i. All Foreground 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 authorshipauthorship that qualify as a “work made for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns to Buyer 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 Buyerno additional charge. 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 Aurora Proprietary” information or as otherwise directed by ▇▇▇▇▇ 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, 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 ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇, with respect to executing any such written instruments.
iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer -Owned IP”). 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 Buyer-Owned 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 Contract or otherwise permitted under this Contract. Seller shall not, without Buyer▇▇▇▇▇’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP 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 Buyer-Owned IP.
Appears in 1 contract
Sources: Purchase Agreement
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 Foreground 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 authorshipauthorship that qualify as a “work made for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns to Buyer 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 Buyerno additional charge. 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇, with respect to executing any such written instruments.
iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer -Owned IP”). 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 Buyer-Owned 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 Contract or otherwise permitted under this Contract,. Seller shall not, without Buyer▇▇▇▇▇’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP 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 Buyer-Owned IP.
Appears in 1 contract
Sources: Purchase Agreement
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 Foreground 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 authorshipauthorship that qualify as a “work made for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns to Buyer 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 Buyerno additional charge. 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 CDG Proprietary” information or as otherwise directed by ▇▇▇▇▇ 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 ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇, with respect to executing any such written instruments.
iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer-Owned IP”). 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 Buyer-Owned 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 Contract or otherwise permitted under this Contract,. Seller shall not, without Buyer▇▇▇▇▇’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP 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 Buyer-Owned IP.
Appears in 1 contract
Sources: Labor Hour/Time & Material Contract
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 Foreground 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 authorshipauthorship that qualify as “work made for hire” as defined by U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns to Buyer 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 BuyerIPfor no additional charge. 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇, with respect to executing any such written instruments.
iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer -Owned IP”). 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 Buyer-Owned 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 Contract or otherwise permitted under this Contract. Seller shall not, without Buyer▇▇▇▇▇’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP 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 Buyer-Owned IP.
Appears in 1 contract
Sources: Purchase Agreement
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 Foreground 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 authorshipauthorship that qualify as a “work for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇, 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.
Appears in 1 contract
Sources: Purchase Agreement
Foreground IP. The following subparagraphs of this paragraph e shall not apply to: (i) commercial off‐the‐shelf Goods except to the extent such Goods are modified or redesigned pursuant to this Contract; or (ii) any Services Goods to the extent their development was funded by the U.S. Government.
i. All Foreground 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 authorshipauthorship that qualify as a “work made for hire” as defined under U.S. copyright law, such works shall be deemed to be “works made for hire hire” with the copyrights automatically vesting in Buyer. For all other Foreground IP, Seller hereby irrevocably transfers, conveys, and assigns to Buyer 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 Buyerno additional charge. 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ and any of Buyer’s officers and agents as ▇▇▇▇▇▇’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by ▇▇▇▇▇▇, with respect to executing any such written instruments.
iii. Buyer-Owned IP. Buyer shall retain ownership of all Buyer IP provided hereunder and of any Foreground IP assigned to Buyer pursuant to paragraph e. above (collectively, the “Buyer -Owned IP”). 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 Buyer-Owned 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 Contract or otherwise permitted under this Contract. Seller shall not, without Buyer▇▇▇▇▇’s prior written consent, use Foreground Buyer-Owned IP or such any derivative works of any of the Buyer-Owned IP 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 Buyer-Owned IP.
Appears in 1 contract
Sources: Purchase Agreement