Common use of Intellectual Property Rights and Ownership Clause in Contracts

Intellectual Property Rights and Ownership. 7.1 Save as provided in Clauses 7.2 and 7.3, and save for the Characters, the ownership of, and all Intellectual Property Rights subsisting in, the Programme (finished or otherwise), the Delivery Materials (finished or otherwise) and all the other underlying works created, generated or acquired by the Company, its employees, contractors, subcontractors or agents (including the Production Team) in the course of the performance of this Agreement, including without limitation, any scripts, photographs, other literary or dramatic works, music, plans, software, source code and object code of all programming, data, models (computer models or otherwise), materials and drafts of all and any of the aforementioned items (save as excepted) (collectively, “Acquired Property”), shall be vested in and belong to RTHK upon creation or, to the extent they already exist as at the date of this Agreement, are hereby assigned in favour of RTHK, in each case free and clear of all rights, interests, encumbrances of whatsoever nature whether belonging to the Company or any other person. 7.2 On or before the Delivery Date or upon the early termination of this Agreement for whatever reason whichever is earlier, the Company shall provide RTHK with a list of underlying works (a) which exist as at the date of this Agreement, and (b) the Intellectual Property Rights in which belong to Third Parties as at the date of this Agreement. The Company shall specify in the list such additional details as RTHK may require. Subject to verification by RTHK of the items specified in the list, the provisions of Clause 7.1 shall not apply to the underlying works specified in the list provided by the Company under this Clause 7.2. 7.3 In relation to each item of underlying work as specified in the list as approved by RTHK under Clause 7.2, the Company shall procure the relevant Third Party which owns the Intellectual Property Rights in such underlying work to grant in favour RTHK, and each of its authorized users, successors and assigns, of a non-exclusive, sub-licensable, transferable, royalty-free, world-wide and irrevocable licence to exercise all and any of the rights specified in Clause 8 in respect of such underlying work whether on its own or as incorporated in the Programme or other Acquired Property for the full period of protection of the Intellectual Property Rights subsisting in such underlying work under the laws of all and any applicable jurisdiction of the Territory. 7.4 The Company hereby grants to RTHK and each of its authorized users, successors and assigns, a non-exclusive, sub-licensable, transferable, royalty-free, worldwide and irrevocable licence to exercise all and of the rights specified in Clause 8 in respect of the Characters for the full period of protection of the Intellectual Property Rights subsisting in the Characters under the laws of all and any applicable jurisdiction of the Territory. 7.5 All underlying work licensed to RTHK pursuant to Clause 7.3 and all Characters licensed to the RTHK under Clause 7.4 shall be collectively referred to as “Licensed Property”. 7.6 The Company hereby waives and will procure its employees, sub-contractors and agents (including members of the Production Team) to waive all moral rights (whether past, present or future) which any of them may have in the Acquired Property and/or any respective part thereof. The waiver shall operate in favour of RTHK, its assigns, authorized users and successors in title and shall take effect from the date of this Agreement. A pro forma waiver is attached hereto as Schedule III and shall be signed by each member of the Production Team as listed in paragraph 8 of Schedule I and by other relevant employees, sub-contractors and agents of the Company and such replacements engaged in the production of the Programme. 7.7 The Company shall procure and before the fixation and / or recording of any performance or otherwise to be incorporated into or contained in the Programme and/or the Delivery Materials: (a) the grant by the performer of that performance to RTHK, its authorized users, assigns and successors in title a sub-licensable, non-exclusive, irrevocable, assignable, transferable and applicable throughout the Territory the right and licence to exercise all his performers’ economic rights in relation to such performance; (b) the consent of the performer and all other persons which may be necessary for each of RTHK and the Company to make fixations and/or recording of such performance; and (c) the consent of the performer and clearance from that performer and all other persons as may be necessary for such fixation and/or recording of the performance and for performing any acts restricted by sections 203 to 205 of the Copyright Ordinance by RTHK and/or any of its successors in title, authorized users, and assignees (including the Company) in relation to such fixation or recording, or copies thereof, and at no additional cost to any of them. The afore-mentioned grant, consent and clearance shall continue to subsist so long as the performer’s economic rights and the performer’s non-economic rights subsist in the relevant performance. The terms “fixation”, “performers”, “performance”, “performers’ economic rights”, “performers’ non-economic rights” and other related terms in this Agreement including this Clause shall have the same meanings as those given to them in Part III (Rights in Performances) of the Copyright Ordinance. 7.8 For the purposes of Clauses 7.1, 7.3, 7.4, 7.6 and 7.7, the Company undertakes to execute or procure the execution of all such deeds and documents and take all such steps as RTHK may from time to time require for the purposes of assuring the performance of its duties and obligations hereunder and of securing the rights assigned or intended to be assigned under this Agreement. 7.9 Notwithstanding the exclusion of the Licensed Property from the vesting and assignment under Clause 7.1, the ownership of, and all Intellectual Property Rights which subsist in, all and any changes, modifications, adaptations, improvements and developments whether or not independent of this Agreement made to the Licensed Property or any part thereof by or for or on behalf of RTHK, or the Company in the course of performing this Agreement shall vest in RTHK absolutely upon creation.

Intellectual Property Rights and Ownership. 7.1 Save as provided in Clauses 7.2 and 7.3, and save for the Characters, the ownership of, and all Intellectual Property Rights subsisting in, the Programme (finished or otherwise), the Delivery Materials (finished or otherwise) and all the other underlying works created, generated or acquired by the Company, its employees, contractors, subcontractors or agents (including the Production Team) in the course of the performance of this Agreement, including without limitation, any scripts, photographs, other literary or dramatic works, music, plans, software, source code and object code of all programming, data, models (computer models or otherwise), materials and drafts of all and any of the aforementioned items (save as excepted) (collectively, “Acquired Property”), shall be vested in and belong to RTHK upon creation or, to the extent they already exist as at the date of this Agreement, are hereby assigned in favour of RTHK, in each case free and clear of all rights, interests, encumbrances of whatsoever nature whether belonging to the Company or any other person. 7.2 On or before the Delivery Date or upon the early termination of this Agreement for whatever reason whichever is earlier, the Company shall provide RTHK with a list of underlying works (a) which exist as at the date of this Agreement, and (b) the Intellectual Property Rights in which belong to Third Parties as at the date of this Agreement. The Company shall specify in the list such additional details as RTHK may require. Subject to verification by RTHK of the items specified in the list, the provisions of Clause 7.1 shall not apply to the underlying works specified in the list provided by the Company under this Clause 7.2. 7.3 In relation to each item of underlying work as specified in the list as approved by RTHK under Clause 7.2, the Company shall procure the relevant Third Party which owns the Intellectual Property Rights in such underlying work to grant in favour RTHK, and each of its authorized users, successors and assigns, of a non-exclusive, sub-licensable, transferable, royalty-free, world-wide and irrevocable licence to exercise all and any of the rights specified in Clause 8 in respect of such underlying work whether on its own or as incorporated in the Programme or other Acquired Property for the full period of protection of the Intellectual Property Rights subsisting in such underlying work under the laws of all and any applicable jurisdiction of the Territory. 7.4 The Company hereby grants to RTHK and each of its authorized users, successors and assigns, a non-exclusive, sub-licensable, transferable, royalty-free, worldwide and irrevocable licence to exercise all and of the rights specified in Clause 8 in respect of the Characters for the full period of protection of the Intellectual Property Rights subsisting in the Characters under the laws of all and any applicable jurisdiction of the Territory. 7.5 All underlying work licensed to RTHK pursuant to Clause 7.3 and all Characters licensed to the RTHK under Clause 7.4 shall be collectively referred to as “Licensed Property”. 7.6 The Company hereby waives and will procure its employees, sub-contractors and agents (including members of the Production Team) to waive all moral rights (whether past, present or future) which any of them may have in the Acquired Property and/or any respective part thereof. The waiver shall operate in favour of RTHK, its assigns, authorized users and successors in title and shall take effect from the date of this Agreement. A pro forma waiver is attached hereto as Schedule III and shall be signed by each member of the Production Team as listed in paragraph 8 9 of Schedule I and by other relevant employees, sub-contractors and agents of the Company and such replacements engaged in the production of the Programme. 7.7 The Company shall procure and before the fixation and / or recording of any performance or otherwise to be incorporated into or contained in the Programme and/or the Delivery Materials: (a) the grant by the performer of that performance to RTHK, its authorized authorised users, assigns and successors in title a sub-licensable, non-exclusive, irrevocable, assignable, transferable and applicable throughout the Territory the right and licence to exercise all his performers’ economic rights in relation to such performance; (b) the consent of the performer and all other persons which may be necessary for each of RTHK and the Company to make fixations and/or recording of such performance; and (c) the consent of the performer and clearance from that performer and all other persons as may be necessary for such fixation and/or recording of the performance and for performing any acts restricted by sections 203 to 205 of the Copyright Ordinance by RTHK and/or any of its successors in title, authorized authorised users, and assignees (including the Company) in relation to such fixation or recording, or copies thereof, and at no additional cost to any of them. The afore-mentioned grant, consent and clearance shall continue to subsist so long as the performer’s economic rights and the performer’s non-economic rights subsist in the relevant performance. The terms “fixation”, “performers”, “performance”, “performers’ economic rights”, “performers’ non-economic rights” and other related terms in this Agreement including this Clause shall have the same meanings as those given to them in Part III (Rights in Performances) of the Copyright Ordinance. 7.8 For the purposes of Clauses 7.1, 7.3, 7.4, 7.6 and 7.7, the Company undertakes to execute or procure the execution of all such deeds and documents and take all such steps as RTHK may from time to time require for the purposes of assuring the performance of its duties and obligations hereunder and of securing the rights assigned or intended to be assigned under this Agreement. 7.9 Notwithstanding the exclusion of the Licensed Property from the vesting and assignment under Clause 7.1, the ownership of, and all Intellectual Property Rights which subsist in, all and any changes, modifications, adaptations, improvements and developments whether or not independent of this Agreement made to the Licensed Property or any part thereof by or for or on behalf of RTHK, or the Company in the course of performing this Agreement shall vest in RTHK absolutely upon creation.