Common use of Intellectual Property Rights (IPRs Clause in Contracts

Intellectual Property Rights (IPRs. 9.1 Each Party keeps ownership of its own Existing IPRs. The Supplier gives the Buyer a non-exclusive, perpetual, royalty-free, irrevocable, transferable worldwide licence to use, change and sub-license the Supplier’s Existing IPR to enable it to both: (a) receive and use the Deliverables; and (b) make use of the deliverables provided by a Replacement Supplier. 9.2 Any New IPR created under a Contract is owned by the Buyer. The Buyer gives the Supplier a licence to use any Existing IPRs and New IPRs for the purpose of fulfilling its obligations during the Contract Period. 9.3 Where a Party acquires ownership of IPRs incorrectly under this Contract it must do everything reasonably necessary to complete a transfer assigning them in writing to the other Party on request and at its own cost. 9.4 Neither Party has the right to use the other Party’s IPRs, including any use of the other Party’s names, logos or trademarks, except as provided in Clause 9 or otherwise agreed in writing. 9.5 If there is an IPR Claim, the Supplier indemnifies CCS and each Buyer against all losses, damages, costs or expenses (including professional fees and fines) incurred as a result. 9.6 If an IPR Claim is made or anticipated the Supplier must at its own expense and the Buyer’s sole option, either: (a) obtain for CCS and the Buyer the rights in Clause 9.1 and 9.2 without infringing any third party IPR; or (b) replace or modify the relevant item with substitutes that do not infringe IPR without adversely affecting the functionality or performance of the Deliverables. 9.7 In spite of any other provisions of a Contract and for the avoidance of doubt, award of a Contract by the Buyer and placement of any contract task under it does not constitute an authorisation by the Crown under Sections 55 and 56 of the Patents Act 1977 or Section 12 of the Registered Designs Act 1949. The Supplier acknowledges that any authorisation by the Buyer under its statutory powers must be expressly provided in writing, with reference to the acts authorised and the specific IPR involved.

Appears in 2 contracts

Samples: Finance Lease, Finance Lease

AutoNDA by SimpleDocs

Intellectual Property Rights (IPRs. 9.1 11.1 This Clause 11 shall apply in respect of Intellectual Property Rights, except that where Schedule: ICT Services is used the provisions of that Schedule shall take precedence over Clauses 11.2 to 11.5. 11.2 Each Party keeps ownership of its own Existing IPRs. The Supplier gives the Buyer a non-non- exclusive, perpetual, royalty-free, irrevocable, transferable worldwide licence to use, change and sub-license the Supplier’s Existing IPR to enable it to both: (a) 11.2.1 receive and use the Deliverables; and (b) 11.2.2 make use of the deliverables provided by a Replacement Supplierreplacement supplier. 9.2 11.3 Any New IPR created under a the Contract is owned by the BuyerSupplier. The Supplier gives the Buyer a non-exclusive, perpetual, royalty-free, irrevocable, transferable, worldwide licence to use, change and sub-license the Supplier’s IPR to enable it to: 11.3.1 receive and use the Deliverables; 11.3.2 make use of the deliverables provided by a replacement supplier; and 11.3.3 for any other purpose which the Buyer requires. 11.4 The Buyer gives the Supplier a licence to use any of the Buyer’s Existing IPRs and New IPRs as necessary for the purpose of fulfilling its obligations during the Contract Period. 9.3 Where a Party acquires ownership of IPRs incorrectly under this Contract it must do everything reasonably necessary to complete a transfer assigning them in writing to the other Party on request and at its own cost. 9.4 11.5 Neither Party has the right to use the other Party’s IPRs, including any use of the other Party’s names, logos or trademarks, except as provided in this Clause 9 11 or Clause 10.1.3 or as otherwise agreed in writing. 9.5 11.6 If there is an IPR Claim, the Supplier indemnifies CCS and each the Buyer against all losses, damages, costs or expenses (including professional fees and fines) incurred as a result. 9.6 11.7 If an IPR Claim is made or anticipated the Supplier must at its own expense and the Buyer’s sole option, either: (a) 11.7.1 obtain for CCS and the Buyer the rights in Clause 9.1 11.1 and 9.2 11.3 without infringing any third party IPR; orand (b) 11.7.2 replace or modify the relevant item with substitutes that do not don’t infringe IPR without adversely affecting the functionality or performance of the Deliverables. 9.7 In spite of any other provisions of a Contract and for the avoidance of doubt, award of a Contract by the Buyer and placement of any contract task under it does not constitute an authorisation by the Crown under Sections 55 and 56 of the Patents Act 1977 or Section 12 of the Registered Designs Act 1949. The Supplier acknowledges that any authorisation by the Buyer under its statutory powers must be expressly provided in writing, with reference to the acts authorised and the specific IPR involved.

Appears in 2 contracts

Samples: Framework Contract for Goods and/or Non Construction Services, Network Rail Contract for Goods and/or Non Construction Services

Intellectual Property Rights (IPRs. 9.1 10.1 Each Party keeps ownership of its own Existing IPRs. The Supplier gives the Buyer a non-exclusive, perpetual, royalty-free, irrevocable, transferable worldwide licence to use, change and sub-license the Supplier’s 's Existing IPR to enable it and its sublicensees to both: (a) receive and use the Deliverables; and; (b) make use of the deliverables provided by a Replacement SupplierNew IPR. 9.2 10.2 Any New IPR created under a the Contract is owned by the Buyer. The Buyer gives the Supplier a licence to use any Existing IPRs and New IPRs for the purpose of fulfilling its obligations during under the Contract Periodand a perpetual, royalty-free, non-exclusive licence to use any New IPRs. 9.3 10.3 Where a Party acquires ownership of IPRs intellectual property rights incorrectly under this Contract it must do everything reasonably necessary to complete a transfer assigning them in writing to the other Party on request and at its own cost. 9.4 10.4 Neither Party has the right to use the other Party’s IPRs's intellectual property rights, including any use of the other Party’s 's names, logos or trademarks, except as provided in Clause 9 clause 10 or otherwise agreed in writing. 9.5 10.5 If there any claim is made against the Buyer for actual or alleged infringement of a third party’s intellectual property arising out of, or in connection with, the supply or use of the Deliverables (an "IPR Claim"), then the Supplier indemnifies CCS and each the Buyer against all losses, damages, costs or expenses (including professional fees and fines) incurred as a resultresult of the IPR Claim. 9.6 10.6 If an IPR Claim is made or anticipated the Supplier must at its own expense and the Buyer’s 's sole option, either: (a) obtain for CCS and the Buyer the rights in Clause 9.1 clauses 10.1 and 9.2 10.2 without infringing any third party IPR; orintellectual property rights; (b) replace or modify the relevant item with substitutes that do not don’t infringe IPR intellectual property rights without adversely affecting the functionality or performance of the Deliverables. 9.7 In spite of any other provisions of a Contract and for the avoidance of doubt, award of a Contract by the Buyer and placement of any contract task under it does not constitute an authorisation by the Crown under Sections 55 and 56 of the Patents Act 1977 or Section 12 of the Registered Designs Act 1949. The Supplier acknowledges that any authorisation by the Buyer under its statutory powers must be expressly provided in writing, with reference to the acts authorised and the specific IPR involved.

Appears in 1 contract

Samples: Supply Agreement

Intellectual Property Rights (IPRs. 9.1 Each Party keeps ownership of its own Existing IPRs. The Supplier gives the Buyer a non-exclusive, perpetual, royalty-free, irrevocable, transferable worldwide licence to use, change and sub-license the Supplier’s Existing IPR to enable it to both: (a) : ● receive and use the Deliverables; and (b) Deliverables ● make use of the deliverables provided by a Replacement Supplier. 9.2 Any New IPR created under a the Contract is owned by the Buyer. The Buyer gives the Supplier a licence to use any Existing IPRs and New IPRs for the purpose of fulfilling its obligations during the Contract Period. 9.3 Where a Party acquires ownership of IPRs incorrectly under this Contract it must do everything reasonably necessary to complete a transfer assigning them in writing to the other Party on request and at its own cost. 9.4 Neither Party has the right to use the other Party’s IPRs, including any use of the other Party’s names, logos or trademarks, except as provided in Clause 9 or otherwise agreed in writing. 9.5 If there is an IPR Claim, the Supplier indemnifies CCS and each the Buyer against all losses, damages, costs or expenses (including professional fees and fines) incurred as a result. 9.6 If an IPR Claim is made or anticipated the Supplier must at its own expense and the Buyer’s sole option, either: (a) : ● obtain for CCS and the Buyer the rights in Clause 9.1 and 9.2 without infringing any third party IPR; or (b) IPR ● replace or modify the relevant item with substitutes that do not don’t infringe IPR without adversely affecting the functionality or performance of the Deliverables. 9.7 In spite of any other provisions of a Contract and for the avoidance of doubt, award of a Contract by the Buyer and placement of any contract task under it does not constitute an authorisation by the Crown under Sections 55 and 56 of the Patents Act 1977 or Section 12 of the Registered Designs Act 1949. The Supplier acknowledges that any authorisation by the Buyer under its statutory powers must be expressly provided in writing, with reference to the acts authorised and the specific IPR involved.

Appears in 1 contract

Samples: Award Form

AutoNDA by SimpleDocs

Intellectual Property Rights (IPRs. 9.1 10.1 Each Party keeps ownership of its own Existing IPRs. The Supplier gives the Buyer a non-exclusive, perpetual, royalty-free, irrevocable, transferable worldwide licence to use, change and sub-license the Supplier’s 's Existing IPR to enable it and its sub- licensees to both: (a) receive and use the Deliverables; and; (b) make use of the deliverables provided by a Replacement SupplierNew IPR. 9.2 10.2 Any New IPR created under a the Contract is owned by the Buyer. The Buyer gives the Supplier a licence to use any Existing IPRs and New IPRs for the purpose of fulfilling its obligations during under the Contract Periodand a perpetual, royalty-free, non-exclusive licence to use any New IPRs. 9.3 10.3 Where a Party acquires ownership of IPRs intellectual property rights incorrectly under this Contract it must do everything reasonably necessary to complete a transfer assigning them in writing to the other Party on request and at its own cost. 9.4 10.4 Neither Party has the right to use the other Party’s IPRs's intellectual property rights, including any use of the other Party’s 's names, logos or trademarks, except as provided in Clause 9 clause 10 or otherwise agreed in writing. 9.5 10.5 If there any claim is made against the Buyer for actual or alleged infringement of a third party’s intellectual property arising out of, or in connection with, the supply or use of the Deliverables (an "IPR Claim"), then the Supplier indemnifies CCS and each the Buyer against all losses, damages, costs or expenses (including professional fees and fines) incurred as a resultresult of the IPR Claim. 9.6 10.6 If an IPR Claim is made or anticipated the Supplier must at its own expense and the Buyer’s 's sole option, either: (a) obtain for CCS and the Buyer the rights in Clause 9.1 clauses 10.1 and 9.2 10.2 without infringing any third party IPR; orintellectual property rights; (b) replace or modify the relevant item with substitutes that do not don’t infringe IPR intellectual property rights without adversely affecting the functionality or performance of the Deliverables. 9.7 In spite of any other provisions of a Contract and for the avoidance of doubt, award of a Contract by the Buyer and placement of any contract task under it does not constitute an authorisation by the Crown under Sections 55 and 56 of the Patents Act 1977 or Section 12 of the Registered Designs Act 1949. The Supplier acknowledges that any authorisation by the Buyer under its statutory powers must be expressly provided in writing, with reference to the acts authorised and the specific IPR involved.

Appears in 1 contract

Samples: Contract for Services

Intellectual Property Rights (IPRs. 9.1 Each Party keeps ownership of its own Existing IPRs. The Supplier gives the Buyer CCS a non-exclusive, perpetual, royalty-free, irrevocable, transferable worldwide licence to use, change and sub-license the Supplier’s 's Existing IPR to enable it and its sub-licensees to both: (a) receive and use the Deliverables; and (b) make use of the deliverables provided by a Replacement Supplier. 9.2 New IPR. Any New IPR created under a the LVPS Contract is owned by the BuyerCCS. The Buyer CCS gives the Supplier a licence to use any Existing IPRs and New IPRs for the purpose of fulfilling its obligations during under the LVPS Contract Period. 9.3 and each Buyer Contract and a perpetual, royalty-free, non-exclusive licence to use any New IPRs. Where a Party acquires ownership of IPRs intellectual property rights incorrectly under this LVPS Contract it must do everything reasonably necessary to complete a transfer assigning them in writing to the other Party on request and at its own cost. 9.4 . Neither Party has the right to use the other Party’s IPRs's intellectual property rights, including any use of the other Party’s 's names, logos or trademarks, except as provided in Clause 9 clause 10 or otherwise agreed in writing. 9.5 . If there any claim is made against CCS for actual or alleged infringement of a third party’s intellectual property arising out of, or in connection with, the supply or use of the Offered Deliverables (an "IPR Claim"), then the Supplier indemnifies CCS and each Buyer against all losses, damages, costs or expenses (including professional fees and fines) incurred as a result. 9.6 result of the IPR Claim. If an IPR Claim is made or anticipated the Supplier must must, at its own expense and the Buyer’s sole optionexpense, either: (a) obtain for CCS and the Buyer the rights in Clause 9.1 clauses 10.1 and 9.2 10.2 without infringing any third party IPR; or (b) replace or modify the relevant item with substitutes that do not infringe IPR without adversely affecting the functionality or performance of the Deliverables. 9.7 intellectual property rights. In spite of any other provisions of a the LVPS Contract and for the avoidance of doubt, award of a the LVPS Contract by the Buyer CCS and placement of any contract task Buyer Contract under it does not constitute an authorisation by the Crown under Sections 55 and 56 of the Patents Act 1977 or Section 12 of the Registered Designs Act 1949. The Supplier acknowledges that any authorisation by the Buyer CCS under its statutory powers must be expressly provided in writing, writing with reference to the acts authorised and the specific IPR involvedauthorised.

Appears in 1 contract

Samples: LVPS Agreement

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!