Common use of IP License Clause in Contracts

IP License. Any Intellectual Property Rights that O&M Contractor may conceive, make, develop, create, reduce to practice or work on, in whole or in part, in the course of performing the Services, shall be owned and retained by O&M Contractor. O&M Contractor hereby grants to Owner an irrevocable, nonexclusive royalty-free license (which license is freely transferable to any party to which the Project is sold, collaterally assigned, or otherwise transferred) to use all such Intellectual Property Rights, other proprietary rights and specialized knowledge of O&M Contractor which, in each case, are used in connection with the Services for Owner’s use to the extent reasonably necessary for the operation, maintenance, repair, or alteration of the Project or components thereof. To the extent necessary, O&M Contractor shall, prior to such Subcontractor performing any Services in connection with the Project, obtain a valid written license of any such Subcontractor’s Intellectual Property Rights, specialized knowledge or other proprietary property from such Subcontractor in terms substantially similar to those that obligate O&M Contractor to Owner as expressed in this Section 14.1. Without diminishing the rights granted in this Section 14.1, O&M Contractor also acknowledges and agrees that it shall not be a breach of the license granted in this Section 14.1 for any Affiliate of Owner to utilize as reference material any such Intellectual Property Rights, proprietary right or specialized knowledge to the extent reasonably necessary or appropriate in connection with the ownership, use, operation, maintenance, repair, or alteration of the Project or components thereof. Except as specifically stated herein, no other license in such patents and proprietary information is granted pursuant to this Agreement.