Common use of Intellectual Property and Moral Rights Clause in Contracts

Intellectual Property and Moral Rights. 14.1 The parties acknowledge and agree that: (a) this Agreement does not affect ownership of the Intellectual Property Rights of a party in any Pre-existing Material or Third Party Material; and (b) all Intellectual Property Rights in Agreement Material vest in the Recipient upon creation. 14.2 With respect to the Licensed Materials, the Recipient must grant to, or obtain for, ARENA a perpetual, irrevocable, world-wide, royalty-free, fee-free, non- exclusive licence to use, reproduce, adapt, modify, communicate, broadcast, distribute, publish, disseminate and sublicense the Licensed Materials solely for the purpose of: (a) giving effect to the Knowledge Sharing Plan; or (b) to carry out its objectives under the ARENA Act, but not including the right to exploit the Licensed Materials for commercial purposes. 14.3 The Recipient must obtain all consents (including any Moral Rights consents or waivers) necessary to perform its obligations under this Agreement. 14.4 If someone claims, or ARENA reasonably believes that someone is likely to claim, that all or part of the Licensed Materials (or their use in accordance with this Agreement) infringe their Intellectual Property Rights or Moral Rights, the Recipient must, at the Recipient's expense: (a) use its best efforts to secure the rights for ARENA to continue to use the affected Licensed Materials free of any claim or liability for infringement; or (b) replace or modify the affected Licensed Materials so that their use does not infringe the Intellectual Property Rights or Moral Rights of any other person without any degradation of the performance or quality of the affected Licensed Materials. 14.5 For the purposes of this Agreement: (a) Agreement Material means the Milestone Deliverables and the Knowledge Sharing Deliverables, including any modifications required made clause 14.4(b) (Intellectual Property and Moral Rights); (b) Licensed Materials means: (i) Agreement Material; and (ii) Pre-existing Material and Third-Party Material that is included, embodied in or attached to the Agreement Material; (c) Pre-existing Material means material owned by a party before execution of this Agreement; and (d) Third Party Material means material owned by a person who is not a party to this Agreement.

Intellectual Property and Moral Rights. 14.1 The parties acknowledge and agree that15.1 Subject to any agreement to the contrary concerning any particular Intellectual Property: (a) this Agreement does not affect ownership of Each party acknowledges that the other party has Intellectual Property Rights (including but not limited to trademarks, Confidential Information and Copyright of a party in any Pre-existing Material literary, dramatic or Third Party Material; andartist work including designs). (b) Subject to COMBC paying the Contractor the Fee, or where this agreement is terminated for the Contractor's default or insolvency, the Contractor grants at no further cost to COMBC, but only to the extent necessary to enable COMBC to utilise the Services, an exclusive licence to use the Contractor's Intellectual Property as forms part of the Services which are delivered to COMBC, for the purposes for which the Services were obtained. (c) The parties will act in a manner that will protect the Intellectual Property of the other and their respective rights thereto, but this obligation does not extend to include an obligation to institute or defend any legal proceedings relating to the Intellectual Property. (d) Each party warrants that any Intellectual Property which that party brings to this agreement is the property of that party or that the party is legally entitled to use the Intellectual Property in the manner so used, and in the case of the Contractor, to grant to COMBC the rights referred to in paragraph (b) of this Clause. Each party indemnifies the other party in relation to all consequences arising from any breach of such warranty by the first party. (e) All Intellectual Property Rights in Agreement Material vest existing anywhere in the Recipient upon creation. 14.2 With respect world made or created by the Contractor while providing Services to the Licensed Materials, the Recipient must grant to, or obtain for, ARENA a perpetual, irrevocable, world-wide, royalty-free, fee-free, non- exclusive licence to use, reproduce, adapt, modify, communicate, broadcast, distribute, publish, disseminate and sublicense the Licensed Materials solely for the purpose of: (a) giving effect to the Knowledge Sharing Plan; or (b) to carry out its objectives under the ARENA Act, but not including the right to exploit the Licensed Materials for commercial purposes. 14.3 The Recipient must obtain all consents (including any Moral Rights consents or waivers) necessary to perform its obligations under this Agreement. 14.4 If someone claims, or ARENA reasonably believes that someone is likely to claim, that all or part of the Licensed Materials (or their use in accordance with this Agreement) infringe their Intellectual Property Rights or Moral Rights, the Recipient must, at the Recipient's expense: (a) use its best efforts to secure the rights for ARENA to continue to use the affected Licensed Materials free of any claim or liability for infringement; or (b) replace or modify the affected Licensed Materials so that their use does not infringe the Intellectual Property Rights or Moral Rights of any other person without any degradation of the performance or quality of the affected Licensed Materials. 14.5 For the purposes of this Agreement: (a) Agreement Material means the Milestone Deliverables and the Knowledge Sharing Deliverables, including any modifications required made clause 14.4(b) (Intellectual Property and Moral Rights); (b) Licensed Materials meansCOMBC which are: (i) Agreement Materialof any relevance whatsoever to the business of COMBC; and (ii) Pre-existing Material either written under the direction of COMBC and Third-Party Material that is included, embodied in any related company or attached entity of COMBC or was intended for the benefit of any of those parties or belongs to COMBC; to the Agreement Materialextent that such Intellectual Property Rights are not otherwise vested in COMBC, the Contractor hereby assigns all right, title and interest in the Intellectual Property Rights to COMBC and the Contractor further agrees that he will sign all documents and take all steps necessary to enable any registrations of Intellectual Property Rights available in respect thereof. 15.2 To the extent permitted by law and to the extent necessary to enable COMBC to exercise its rights under this agreement, the Contractor: (a) waives all Moral Rights of the Contractor (if any) of or in respect of any Intellectual Property Rights; (cb) Pre-existing Material means material owned covenants that the Contractor will not take any action or proceeding to enforce such Moral Rights against COMBC or its licensees, assigns, successors in title or any other person authorised by a party before execution COMBC to use the Intellectual Property Rights, or either of this Agreement; and (d) Third Party Material means material owned by a person who is not a party to this Agreementtheir officers, employees, contractors or agents.