Common use of Information and Intellectual Property Clause in Contracts

Information and Intellectual Property. 2.1 Information and intellectual property provided by either party during the affiliation process and thereafter remains the property of the party disclosing that information (ACS or the Affiliate), and shall not be disclosed to a third party, including any institution with whom ACS or the Affiliate is affiliated. Exceptions to this are: a information that at the time of disclosure is in the public domain, or b information that, subsequent to disclosure, becomes part of the public domain other than through a breach of this Agreement, or c information that was already lawfully in the possession of the receiving party at the time of the disclosure, or d information required to be disclosed by law or by a public company having jurisdiction over the holder of the information. 2.2 Sensitive information gained by one party about the other by any means in the course of the affiliation process or thereafter, and that may affect the public image, reputation or operations of either party, shall be retained in confidence and shall not be disclosed to any third party, including any institution with whom ACS or the Affiliate is affiliated, without the written consent of the affected party. 2.3 All intellectual property rights (IPR) arising from and connected with the subject matter of the Project provided by ACS and the developments thereof by ACS shall be held by ACS, whether or not such rights are registered or capable of registration. This shall include all copyright, patents, trademarks, design protection or rights to confidential information including all applications of the same; all rights relating to all inventions, confidential processes and procedures and electronic information (eg. data files, images and computer software); and all applications for registration in or relating to the Project. 2.4 A copyright statement acknowledging ACS ownership and affiliate licensing rights should be included with any IPR package supplied by the affiliate to any third party. 2.5 Any new IPR or product developed through collaboration between ACS and the Affiliate, for which the affiliate is to hold any IPR share, shall not be covered by this contract. If a decision is made to develop any IPR jointly, a separate agreement may be and should be made as a supplement to this contract, prior to any development commencing. 2.6 Any indirect use by the Affiliate of ACS owned IPR will be subject to separate written agreement between ACS and the Affiliate. This includes the sub licensing of IPR to be sold or used by a licensee or affiliate. 2.7 Both parties agree to negotiate in good faith to reach agreement in relation to the licensing of IPR arising from the Project, if and when a third party licensee is introduced by the Affiliate.