Independent IP Clause Samples

The Independent IP clause defines and protects intellectual property that a party owns independently, outside the scope of the current agreement. It typically clarifies that any inventions, works, or technologies developed prior to or separately from the collaboration remain the sole property of the originating party, and are not transferred or shared by virtue of the agreement. This clause ensures that pre-existing or separately developed intellectual property is not inadvertently assigned or encumbered, thereby safeguarding each party’s proprietary assets and reducing the risk of future disputes over ownership.
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Independent IP. Each Party shall retain and own all right, title and interest in and to all data, results, information, patent rights, know-how, or other intellectual property rights (“Intellectual Property”) controlled by such Party or its Affiliates as of the Amendment No. 2 Effective Date or acquired, in-licensed or generated, invented or discovered by such Party or its Affiliates outside the performance of the Services and without use of the other Party’s Proprietary Information.
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Independent IP. (a) Except as otherwise expressly provided in this Agreement, including in Section 15.2(b): (i) as between the Parties, each Party will have and retain all of its right, title and interest, including Intellectual Property Rights, in and to its Independent IP and any Derivative Works of its Independent IP, and will be entitled to seek Intellectual Property Rights protection for its Independent IP as it deems appropriate; (ii) a Party will not submit patent applications or otherwise seek to file for or obtain Intellectual Property Rights protection with respect to or based upon the other Party’s Independent IP without the other Party’s prior written consent, which may be withheld at the other Party’s sole discretion; (iii) a Party will not be permitted to use the other Party’s Independent IP; and (iv) EXCEPT AS PROVIDED IN SECTION 19.8, ANY RIGHTS OF USE OF A PARTY’S INDEPENDENT IP GRANTED BY THIS AGREEMENT ARE GRANTED ON AN ‘AS-IS, WHERE-IS’ BASIS WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. (b) If Supplier Personnel incorporates any Independent IP of Supplier or a third party into a Work Product or deliver it to Health Net without first notifying Health Net of its nature and entering into with Health Net, or procuring for Health Net, a license to Use the Independent IP on terms that are acceptable to Health Net, then (i) in the case of Supplier Independent IP, Supplier hereby grants to Health Net and its Affiliates, and (ii) in the case of third party Independent IP, Supplier shall procure for Health Net and its Affiliates, a perpetual, irrevocable, non-exclusive, worldwide, paid-up right and license to Use such Independent IP as part of the Work Product (including ***, programmer interfaces, available documentation, manuals, and other materials necessary for the use thereof), and any Derivative Works of the Work Product, in their businesses and to authorize others to do the same on their behalf***. Any representations, warranties, and covenants of Supplier, and any rights of Health Net under this Agreement, that are applicable to a Deliverable or Work Product shall apply equally to any Independent IP of Supplier or a third party incorporated into the Deliverable or Work Product. (c) If Health Net provides any of its Independent IP to Supplier for use in rendering the Services, Health Net grants to Supplier a fully paid-up, nonexclusive license during the Term to Use such Independent IP solely as necessary to perform the Services, and to sublicense A...
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Independent IP. (a) CHIRON INDEPENDENT IP. Hyseq acknowledges that (a) Chiron may develop or acquire Chiron Independent IP, (b) although Chiron has agreed, pursuant to Section 4.2 and subject to the limited exception in Section 4.4(a), not to commercialize any Chiron Independent IP outside of the Exclusive Field, such Chiron Independent IP may have utility outside of the Exclusive Field, and (c) Hyseq has no rights through Chiron in any Chiron Independent IP.
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Independent IP. Subject to Section 9.2 below, each Party (or its licensors as applicable) shall retain ownership of any of its Intellectual Property Rights which were developed, licensed or acquired by or on its behalf (or by or on its licensors’ behalf) independently from this EPN Agreement including any Order From and independently from the other Party’s Intellectual Property Rights and Confidential Information (collectively “Independent IP”). Independent IP shall include any modifications or derivatives to such Independent IP, but shall exclude any Intellectual Property Rights that are owned by Ellucian pursuant to the remaining terms of this Section 9.
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Independent IP. ‌ As between the Parties, each Party will have and retain all Intellectual Property Rights in and to its Independent IP, including any modifications or enhancements thereto (which, in the case of JEA, is referred to herein as “JEA Independent IP” and, in the case of Service Provider, is referred to herein as “Service Provider Independent IP”), subject to any rights and licenses expressly granted by such Party under this Agreement. (a) JEA grants to Service Provider a nonexclusive, non-transferable (except in connection with a permitted assignment of this Agreement), no-charge license during the Term to use the JEA Independent IP in accordance with this Agreement solely for the purpose of providing the Services under this Agreement. (b) Service Provider grants to JEA a nonexclusive, non-transferable (except in connection with a permitted assignment of this Agreement), no-charge license during the Term to use the Service Provider Independent IP in accordance with this Agreement solely for the purpose of receiving and utilizing the Services under this Agreement.
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Independent IP. As between the Parties, each Party will have and retain all of its right, title, and interest in and to its Independent IP (which in the case of Customer is referred to herein as “Customer Independent IP” and in the case of Supplier is referred to herein as “Supplier Independent IP”), subject to any rights and licenses expressly granted by such Party under the Agreement. The applications related to Services identified as both “Custom” and exclusive to Customer on the sub-schedules under Schedule Services Agreement General Terms and ConditionsPage 19 A-1 (Technical Services) are Customer Independent IP and all other applications identified as “custom” are Supplier Independent IP. (a) Customer grants Supplier a limited, nonexclusive, non-transferable, no-charge license during the Term to use, operate, or copy the Customer Independent IP in accordance with this Agreement solely for the purpose of providing the Services to Customer. (b) Supplier grants Customer a limited, nonexclusive, non-transferable, no-charge license during the Term for the Service Recipients to use the Supplier Independent IP in accordance with this Agreement solely for the purpose of receiving the Services.
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Related to Independent IP

  • Independent Investigation Subscriber, in making the decision to purchase the Units, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company, other than as set forth in this Agreement. Subscriber is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors concerning the Company and the terms and conditions of the offering of the Units and has had full access to such other information concerning the Company as Subscriber has requested. Subscriber confirms that all documents that it has requested have been made available and that Subscriber has been supplied with all of the additional information concerning this investment which Subscriber has requested.

  • Independent Parties For purposes of this Agreement, the Parties are independent contractors and neither may be considered an agent or an employee of the other. No joint venture, partnership or like relationship is created between the Parties by this Agreement.

  • Independent Study A sabbatical leave may be granted for a plan of independent study, research, writing, and/or travel equivalent in time and rigor to a sabbatical for formal study. A detailed, specific plan must be submitted by the applicant and approved by the Salary and Leaves Committee as likely to improve the applicant’s teaching effectiveness, strengthen the College’s academic program, or otherwise bring a clear benefit to students. In addition, sabbaticals for independent study must generate tangible products of use to students.

  • Independent Activities 14.1 Except as expressly provided herein, each party shall have the free and unrestricted right to independently engage in and receive the full benefit of any and all business endeavours of any sort whatsoever, whether or not competitive with the endeavours contemplated herein without consulting the other or inviting or allowing the other to participate therein. No party shall be under any fiduciary or other duty to the other which will prevent it from engaging in or enjoying the benefits of competing endeavours within the general scope of the endeavours contemplated herein. The legal doctrines of "corporate opportunity" sometimes applied to persons engaged in a joint venture or having fiduciary status shall not apply in the case of any party. In particular, without limiting the foregoing, no party shall have any obligation to any other party as to: (a) any opportunity to acquire, explore and develop any mining property, interest or right presently owned by it or offered to it outside of the Property at any time; and (b) the erection of any mining plant, mill, smelter or refinery, whether or not such mining plant, mill, smelter or refinery treats ores or concentrates from the Property.

  • Independent Testing Owner shall furnish independent tests, inspections and reports required by law, the Contract Documents or deemed appropriate by the Owner, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials to be conducted by consultants retained by the Owner.