Common use of INTELLECTUAL PROPERTY AND COPYRIGHT Clause in Contracts

INTELLECTUAL PROPERTY AND COPYRIGHT. All intellectual property, including but not limited to, patentable inventions, patentable plants, novel plant varieties, copyrightable works, mask works, trademarks, service marks and trade secrets invented, developed, created or discovered by Contractor in performance of this Agreement shall be the property of the University. Notwithstanding the foregoing, Contractor shall retain ownership of all intellectual property created by the Contractor prior to execution of this Agreement (“Pre-existing IP”) and any improvements or modifications of Pre-existing IP created pursuant to this Agreement and Contractor hereby grants the University an unrestricted, irrevocable, royalty free right to use such Pre-existing IP to the extent necessary to use the Services or any deliverables provided hereunder. Copyright in and to any copyrightable work, including, but not limited to, copy, art, negatives, photographs, designs, text, software, or documentation created as part of Contractor’s provision of Services shall vest in the University. Works of authorship and contributions to works of authorship created by Contractor in connection with its provision of Services are hereby agreed to be “works made for hire” within the meaning of 17 U.S.C. 201. However, if the University is not able to obtain copyright ownership under the statutory provisions for “works made for hire,” then Contractor hereby assigns to the University all right, title, and interest in such works and contributions. Contractor agrees to provide the University with any and all reasonable assistance which the University may require to file patent applications, to obtain copyright registrations, or to perfect its title in any such inventions or works, including the execution of any documents submitted by the University. Contractor warrants that its Services do not infringe the copyright of others and agrees to release, discharge and hold harmless the University, its employees and agents, all persons acting under its authority, and those for whom it is acting, from all claims, causes of action and liability of any kind, in law or equity, based upon or arising out of the Services or this Agreement including, without limitation, claims of libel, slander, invasion of privacy, right of publicity, defamation, trademark infringement, and copyright infringement.

INTELLECTUAL PROPERTY AND COPYRIGHT. A. All intellectual property, including but not limited to, patentable inventions, patentable plants, novel plant varieties, copyrightable works, mask works, trademarks, service marks and trade secrets invented, developed, created or discovered by Contractor in performance of this Agreement shall be the property of the University. Notwithstanding the foregoing, Contractor shall retain ownership of all intellectual property created by the Contractor prior to execution of this Agreement (“Pre-existing IP”) and any improvements or modifications of Pre-Pre- existing IP created pursuant to this Agreement and Contractor hereby grants the University an unrestricted, irrevocable, royalty free right to use such Pre-existing IP to the extent necessary to use the Services or any deliverables provided hereunder. . B. Copyright in and to any copyrightable work, including, but not limited to, copy, art, negatives, photographs, designs, text, software, or documentation created as part of Contractor’s provision of Services shall vest in the University. Works of authorship and contributions to works of authorship created by Contractor in connection with its provision of Services are hereby agreed to be “works made for hire” within the meaning of 17 U.S.C. 201. However, if the University is not able to obtain copyright ownership under the statutory provisions for “works made for hire,” then Contractor hereby assigns to the University all right, title, and interest in such works and contributions. . C. Contractor agrees to provide the University with any and all reasonable assistance which the University may require to file patent applications, to obtain copyright registrations, or to perfect its title in any such inventions or works, including the execution of any documents submitted by the University. . D. Contractor warrants that its Services do not infringe the copyright of others and agrees to release, discharge and hold harmless the University, its employees and agents, all persons acting under its authority, and those for whom it is acting, from all claims, causes of action and liability of any kind, in law or equity, based upon or arising out of the Services or this Agreement including, without limitation, claims of libel, slander, invasion of privacy, right of publicity, defamation, trademark infringement, and copyright infringement.