Common use of Foreground Clause in Contracts

Foreground. 8.1 Foreground shall be the property of the Knowledge Institute that (partly) generated such Foreground. If Foreground has been generated independently from the (intellectual) contribution of a Knowledge Institute by one or more Partners, as specified in the Project Plan, such Partner(s) will become the owner(s) of that Foreground. In case of joint ownership of Partners, those Partners shall as soon as practicably possible execute: (a) a joint ownership agreement regarding the allocation and the terms and conditions of exploitation of the joint Foreground in accordance with the clauses of this Consortium Agreement; or (b) an assignment agreement in which the Partners agree to assign all joint Foreground to one owner, and make arrangements regarding licensing and/or financial compensation of the other owner(s) in accordance with the clauses of this Consortium Agreement. The owner(s) has/have the exclusive right to apply for or register IP Rights on its/their Foreground in its/their own name and at its own expense. Each Party hereby grants to the other Party/Parties (including its/their Affiliates and involved third parties as permitted under Article 3.5) as far as needed by such Party/Parties in order to perform its/their tasks under the Project, a non-exclusive, royalty free, non-transferable right to use its Foreground. 8.2 The owner(s) of the Foreground and their Affiliates is/are free to use its/their Foreground without limitations with due observance of Article 5.2, 6.2 and 9. 8.3 Each Party and its Affiliates shall have the right to use another Party’s Foreground that is not protectable by IP Rights or for which no protection by IP Rights will be sought in accordance with Article 9, for internal activities only and not for the benefit of, nor together with third parties. After dissemination of such Foreground or after the confidentiality period specified in Article 5.2 has lapsed, whichever is earlier, each Party and its Affiliates will be free to use the Foreground for all purposes.

Foreground. 8.1 In accordance with applicable legislation on state subsidised research, all Foreground shall be the property of the Knowledge Institute that (partly) generated such Foreground. If particular Foreground is generated by more than one Knowledge Institute and if their intellectual contributions to such Foreground form an undividable part thereof, these Knowledge Institutes (individually referred to as: “Entitled Party”) shall be jointly entitled to such Foreground (hereinafter referred to as: “Joint Foreground”). The share of each of the Entitled Parties shall be determined in good faith, taking into account each Entitled Party’s relative intellectual contribution to the Joint Foreground. If Foreground has been generated independently from the (intellectual) contribution of a Knowledge Institute by one or more Partnersan Industrial Partner, as specified in the Project Plan, such Partner(s) Industrial Partner will become the owner(s) of that owner. The owner has the exclusive right to file for IP Rights on its Foreground. In case the event of joint ownership of PartnersJoint Foreground, those Partners the Entitled Parties shall as soon as practicably possible execute: (a) a joint ownership agreement regarding the allocation and the terms and conditions of exploitation of the joint Foreground in accordance with the clauses of this Consortium Agreement; or (b) an assignment agreement in which the Partners agree to assign all joint Foreground to one owner, and make arrangements regarding licensing and/or financial compensation of the other owner(s) in accordance with the clauses of this Consortium Agreement. The owner(s) has/have the exclusive right to apply file patent applications for or register such Joint Foreground in their names and at their expense. A Party which intends to file for IP Rights on its/their to its Foreground will inform the other Parties of such intention by invention disclosure form (hereinafter referred to as: “IDF”) (see Annex 4) in its/their own name and at its own expenseorder for the other Parties to verify that no Background or Foreground of them is included. Each Party hereby grants to the other Party/Parties (including its/their Affiliates Affiliated Entities and involved third parties as permitted under Article specified in article 3.5) as far as needed by such Party/Parties in order to perform its/their tasks under the Project, a non-exclusive, royalty free, non-transferable right to use its Foreground. 8.2 The owner(sEach (joint) owner of the (Joint) Foreground and their Affiliates is/are is free to use its/their its (Joint) Foreground without limitations with due observance of Article 5.2, 6.2 and 9. 8.3 Each Party and its Affiliates shall have the right to use another Party’s Foreground that is not protectable by IP Rights or for which no protection by IP Rights will not be sought in accordance with Article 9, protected for internal activities only and not for the benefit of, nor together with third partiesparties (other than Affiliated Entities). After dissemination of such Foreground or after the confidentiality period specified in Article 5.2 has lapsed, whichever is earlier, each Party and its Affiliates will be free to use the disseminated Foreground without any limitation. 8.4 Notwithstanding Articles 3.5, 8.3 and 9.5, a Party is entitled to grant to a third party, being a service provider, a royalty-free (sub)licence under its licence to use the Foreground solely for the purpose of research activities for the benefit of such Party only. The Party will at all purposestimes remain responsible for such service provider and ensures that such third party will keep the Foreground strictly confidential in accordance with the provisions of this Consortium Agreement and that it shall only be used for said research activities.

Foreground. 8.1 In accordance with applicable legislation on state subsidised research, all Foreground shall be the property of the Knowledge Institute that (partly) generated such Foreground. If particular Foreground has been is generated independently from the (intellectual) contribution of a by more than one Knowledge Institute by one or more Partnersand if their intellectual contributions to such Foreground form an undividable part thereof, as specified these Knowledge Institutes (individually referred to as: “Entitled Party”) shall be jointly entitled to such Foreground (hereinafter referred to as: “Joint Foreground”). The share of each of the Entitled Parties shall be determined in good faith, taking into account each Entitled Party’s relative intellectual contribution to the Project Plan, such Partner(s) will become the owner(s) of that Joint Foreground. In case of joint ownership of Partners, those Partners shall as soon as practicably possible execute: (a) a joint ownership agreement regarding the allocation and the terms and conditions of exploitation of the joint Foreground in accordance with the clauses of this Consortium Agreement; or (b) an assignment agreement in which the Partners agree to assign all joint Foreground to one owner, and make arrangements regarding licensing and/or financial compensation of the other owner(s) in accordance with the clauses of this Consortium Agreement. The owner(s) has/have owner has the exclusive right to apply for or register IP Rights on its/their its Foreground in its/their its own name and at its own expense. In the event of Joint Foreground by Knowledge Institutes, the Entitled Parties shall have the exclusive right to jointly apply for or register IP Rights for such Joint Foreground in their names and at their own expenses. Each Party hereby grants to the other Party/Parties (including its/their Affiliates and involved third parties as permitted under Article specified in article 3.5) as far as needed by such Party/Parties in order to perform its/their tasks under the Project, a non-exclusive, royalty free, non-transferable right to use its Foreground. 8.2 The owner(s) Each owner of the Foreground and their Affiliates is/are is free to use its/their its Foreground without limitations with due observance of Article 5.2, 6.2 and 9. 8.3 Each Party and its Affiliates shall have the right to use another Party’s Foreground that is not protectable by IP Rights or for which it is decided that no protection by IP Rights will be sought in accordance with Article 9sought, for internal activities only and not for the benefit of, nor together with third parties. After dissemination of such Foreground or after the confidentiality period specified in Article 5.2 has lapsed, whichever is earlier, each Party and its Affiliates will be free to use the disseminated Foreground without any limitation. 8.4 Notwithstanding Articles 3.5, 8.3 and 9.5, a Party is entitled to grant to a third party, being a service provider, a royalty-free (sub)licence to use the Foreground solely for the purpose of research activities for the benefit of such Party only. The Party will at all purposestimes remain responsible for such service provider and ensures that such third party will keep the Foreground strictly confidential in accordance with the provisions of this Consortium Agreement and that it shall only be used for said research activities.

Foreground. 8.1 Foreground shall be the property of the Knowledge Institute Party that (partly) generated such Foreground. If particular Foreground has been generated independently from the (intellectual) contribution of a Knowledge Institute by more than one or more Partners, as specified in the Project Plan, such Partner(s) will become the owner(s) of that Foreground. In case of joint ownership of Partners, those Partners shall as soon as practicably possible execute: (a) a joint ownership agreement regarding the allocation Party and the terms and conditions of exploitation of the joint Foreground in accordance with the clauses of this Consortium Agreement; or (b) an assignment agreement in which the Partners agree to assign all joint Foreground cannot be attributed to one ownerParty or the other, and make arrangements regarding licensing and/or financial compensation of the other owner(s) in accordance with the clauses of this Consortium Agreement. The owner(s) has/have the exclusive right to apply for or register IP Rights on its/their Foreground in its/their these Parties shall jointly own name and at its own expense. such Foreground. 8.2 Each Party hereby grants to the other Party/Parties (including its/their Affiliates and involved third parties as permitted under Article 3.5) as far as needed by such Party/Parties in order to perform its/their tasks under the Project, a non-exclusive, royalty free, non-transferable right to use its Foreground. 8.2 8.3 The owner(s) of the Foreground and their Affiliates is/are free to use its/their Foreground without limitations with due observance of subject to the provisions in Article 5.2, 6.2 and in accordance with arrangements made between the Parties pursuant to Article 9. 8.3 8.4 The Knowledge Institute will at all times remain entitled to use all Foreground for internal research and educational purposes subject to the provisions of Articles 5 and 6. 8.5 Each Party and its Affiliates shall have the right to use another Party’s Foreground that is in as far as not protectable protected by IP Rights or for which no protection by IP Rights will be sought in accordance with Article 9, for internal activities only research and not internal development purposes only. This neither includes the performance of services for the benefit ofthird parties for a fee, nor together with manufacturing products for sale to third parties. After dissemination of such Foreground in accordance with Article 6 or after the confidentiality period specified in Article 5.2 has lapsed, whichever is earlier, each Party and its Affiliates will be free to use the that Foreground which is not protected by IP Rights for all purposes. In deviation of the above, if Foreground consists of software the Parties will receive an option to obtain a licence to such Foreground which will be treated in the same manner as the option to obtain a licence to IP Rights as arranged in article 9.8. The conditions for access to the source code and/or object code of the software will be agreed upon in a separate licence agreement. 8.6 Before dissemination of Foreground or before the confidentiality period specified in Article 5.2 has lapsed, whichever is earlier, and notwithstanding Articles 3.5, 8.3 - 8.5 and 9.8, a Party is entitled to grant to a third party, being a service provider, a royalty-free (sub)licence to use the Foreground solely for the purpose of research activities for the benefit of such Party only. The Party will at all times remain responsible for such service provider and ensures that such third party will keep the Foreground strictly confidential in accordance with the provisions of this Consortium Agreement and that it shall only be used for said research activities.

Foreground. 8.1 Foreground shall be the property of the Knowledge Institute Party that (partly) generated such Foreground. If particular Foreground has been generated independently from by more than one Party and cannot be attributed to one Party or the (intellectual) contribution of a Knowledge Institute by one or more Partnersother, as specified in the Project Plan, these Parties shall jointly own such Partner(s) will become the owner(s) of that Foreground. In case of joint ownership of Partners, those Partners shall as soon as practicably possible execute: (a) a joint ownership agreement regarding the allocation and the terms and conditions of exploitation of the joint Foreground in accordance with the clauses of this Consortium Agreement; orArticle 9.3. (b) an assignment agreement in which the Partners agree to assign all joint Foreground to one owner, and make arrangements regarding licensing and/or financial compensation of the other owner(s) in accordance with the clauses of this Consortium Agreement. The owner(s) has/have the exclusive right to apply for or register IP Rights on its/their Foreground in its/their own name and at its own expense. 8.2 Each Party hereby grants to the other Party/Parties (including its/their Affiliates and involved third parties as permitted under Article 3.5) as far as needed by such Party/Parties in order to perform its/their tasks under the Project, a non-exclusive, royalty free, non-transferable right to use its Foreground. 8.2 8.3 The owner(s) of the Foreground and their Affiliates is/are free to use its/their Foreground without limitations with due observance of subject to the provisions in Article 5.2, 6.2 and in accordance with arrangements made between the Parties pursuant to Article 9. 8.3 8.4 The Knowledge Institute will at all times remain entitled to use all Foreground for internal research and educational purposes subject to the provisions of Articles 5 and 6. 8.5 Each Party and its Affiliates shall have the right to use another Party’s Foreground that is in as far as not protectable protected by IP Rights or for which no protection by IP Rights will be sought in accordance with Article 9, for internal activities only research and not internal development purposes only. This neither includes the performance of services for the benefit ofthird parties for a fee, nor together with manufacturing products for sale to third parties. After dissemination of such Foreground in accordance with Article 6 or after the confidentiality period specified in Article 5.2 has lapsed, whichever is earlier, each Party and its Affiliates will be free to use the that Foreground which is not protected by IP Rights for all purposes. In deviation of the above, if Foreground consists of software/(web based) applications or similar which are protected by copyright, the Parties will receive an option to obtain a licence to such Foreground which will be treated in the same manner as the option to obtain a licence to IP Rights as arranged in article 9.8. The conditions for access to the source code and/or object code of the software will be agreed upon in a separate licence agreement. Such licence agreement shall contain the provision that any data generated by the licensee of the software by using that software shall be owned by that licensee. The licensee shall be allowed to use that data for all purposes, including commercial purposes. 8.6 Before dissemination of Foreground or before the confidentiality period specified in Article 5.2 has lapsed, whichever is earlier, and subject to Articles 3.5, 8.3 - 8.5 and 9.8, a Party is entitled to grant to a third party, being a service provider, a royalty-free (sub)licence to use the Foreground solely for the purpose of research activities for the benefit of such Party only. The Party will at all times remain responsible for such service provider and ensures that such third party will keep the Foreground strictly confidential in accordance with the provisions of this Consortium Agreement and that it shall only be used for said research activities.