Common use of IPR Clause in Contracts

IPR. 11.1. Subject to Clause 11.2, in consideration of the payment by us to you of the Fees, to the extent that we are not already the owner, you hereby assign to us (by way of present and future assignment) absolutely with full title guarantee all IPR in all and any part of the world in the Assigned Materials (whether created, devised, made, designed, invented or supplied before, on or after the date of this Agreement), for the full term of such rights and all renewals and extensions, together with all accrued rights of action, including: 11.1.1. the right to file an application, claim priority from such application, and prosecute and obtain grant of any IPR in the Assigned Materials or similar protection in or in respect of any country or territory in the world; 11.1.2. the right to extend to or register in or in respect of any country or territory in the world each and any of the IPR in the Assigned Materials, and each and any of the applications comprised in the IPR in the Assigned Materials or filed as set out above, and to extend or register in, or in respect of, any country or territory in the world any IPR registration or like protection granted on any such applications; 11.1.3. the absolute entitlement to any IPR granted pursuant to any of the applications comprised in the IPR in the Assigned Materials or filed as set out above; and 11.1.4. the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of the IPR in the Assigned Materials or any IPR granted on any of the applications in the IPR in the Assigned Materials or filed as set out above, whether occurring before, on or after the date of this Agreement. 11.2. The Parties acknowledge that, as between them, you shall retain ownership of all Background IPR. 11.3. We hereby grant to you a non-exclusive, royalty-free licence to use the Assigned Materials and Our Materials to the extent necessary to provide the Deliverables. Such licence shall be non-transferable, non-assignable and non-sublicensable except to the extent that we give our express prior written consent (which may be provided or withheld or conditional, in our absolute discretion). You shall not use or permit the use of the Assigned Materials or Our Materials for any other purpose without our prior written consent (which may be provided or withheld or conditional, at our absolute discretion). 11.4. You hereby grant to us a royalty-free, worldwide, irrevocable, perpetual, non-exclusive, assignable, sub-licensable licence to use the Background IPR and Background Materials for any purpose in connection with the use and access of the Assigned Materials by us and anyone permitted by us. 11.5. You irrevocably waive any and all of your moral rights which you may have, and shall procure that any contributor does likewise, anywhere in the world in the Assigned Materials and the Background Materials, so that we and any third party may use and adapt all Assigned Materials and Background Materials in whatsoever way we or such third party determines without infringing such moral rights including the right to be identified, the right of integrity and the right against false attribution. 11.6. You shall fully and promptly execute all documents and instruments and do all acts, deeds and things as we may require from time to time to: 11.6.1. vest absolute legal and beneficial ownership of IPR in the Assigned Materials in us or our nominee; 11.6.2. perfect our or our nominee’s titles to its IPR anywhere in the world; and 11.6.3. enable us and our nominee to protect and enforce our IPR including, if requested, assisting in legal proceedings. 11.7. You will not do or omit to do any act, matter or thing in consequence of which the IPR’s protection that might (but for such act or omission) otherwise have been available is or might be lost, forfeited or cease to be available. 11.8. Every week in which you have any involvement with any Assigned Materials or Background Materials, and in any event on our request, you will without fail disclose and deliver to us all Assigned Materials and Background Materials in complete form and all information, data and instructions as to such Materials and the Deliverables in such form and on such media as we may reasonably require and in any event to allow us or our licensees to be able to use, make available, invent, create, devise, make, design, supply, maintain, add to, enhance, change, alter, modify or amend any Assigned Materials. 11.9. Upon our request, you will delete all Assigned Materials from any computer disks, tapes or other material or media in your possession or under your control or deliver up or destroy all materials and tangible items in your possession or under your control which are derived from, contain or reflect, any Assigned Materials, and you will not retain any copies in any form or in any medium. 11.10. You shall indemnify us, and keep us fully indemnified, against all liabilities, demands, claims, proceedings, charges, judgments, fines, costs, expenses, damages and losses (in each of the aforementioned cases including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) which we may incur or suffer as a result of any third party’s claim or suit alleging that the use or possession of any Materials provided or made available by you (including the Assigned Materials) infringes any IPR belonging to a third party. Without prejudice to such indemnity, in the event that the use or possession of such Materials infringes or, in our opinion, may be held to infringe any IPR of a third party, you may at your option and expense: 11.10.1. procure for us to continue to use such Materials free from any liability for such infringement; or 11.10.2. modify or replace such Materials so as to avoid the infringement but providing substantially the same functionality and performance.

IPR. 11.19.1. Subject to Clause 11.28.2, in consideration of the payment by us to you of the Fees, to the extent that we are not already the owner, you hereby assign to us (by way of present and future assignment) absolutely with full title guarantee all IPR in all and any part of the world in the Assigned Materials (whether created, devised, made, designed, invented or supplied before, on or after the date of this Agreement), for the full term of such rights and all renewals and extensions, together with all accrued rights of action, including: 11.1.19.1.1. the right to file an application, claim priority from such application, and prosecute and obtain grant of any IPR in the Assigned Materials or similar protection in or in respect of any country or territory in the world; 11.1.29.1.2. the right to extend to or register in or in respect of any country or territory in the world each and any of the IPR in the Assigned Materials, and each and any of the applications comprised in the IPR in the Assigned Materials or filed as set out above, and to extend or register in, or in respect of, any country or territory in the world any IPR Intellectual Property Right registration or like protection granted on any such applications; 11.1.39.1.3. the absolute entitlement to any IPR granted pursuant to any of the applications comprised in the IPR in the Assigned Materials or filed as set out above; and 11.1.49.1.4. the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of the IPR in the Assigned Materials or any IPR granted on any of the applications in the IPR in the Assigned Materials or filed as set out above, whether occurring before, on or after the date of this Agreement. 11.29.2. The Parties acknowledge that, as between them, you shall retain ownership of all Background IPR. 11.39.3. We hereby grant to you a non-exclusive, royalty-free licence to use the Assigned Materials and Our Materials to the extent necessary to provide the Deliverables. Such licence shall be non-transferable, non-assignable and non-sublicensable except to the extent that we give our express prior written consent (which may be provided or withheld or conditional, in our absolute discretion). You shall not use or permit the use of the Assigned Materials or Our Materials for any other purpose without our prior written consent (which may be provided or withheld or conditional, at our absolute discretion). 11.49.4. You hereby grant to us a royalty-free, worldwide, irrevocable, perpetual, non-exclusive, assignable, sub-licensable licence to use the Background IPR and Background Materials for any purpose in connection with the use and access of the Assigned Materials by us and anyone permitted by us. 11.59.5. You irrevocably waive any and all of your moral rights which you may have, and shall procure that any contributor does likewise, anywhere in the world in the Assigned Materials and the Background Materials, so that we and any third party may use and adapt all Assigned Materials and Background Materials in whatsoever way we or such third party determines without infringing such moral rights including the right to be identified, the right of integrity and the right against false attribution. 11.69.6. You shall fully and promptly execute all documents and instruments and do all acts, deeds and things as we may require from time to time to: 11.6.19.6.1. vest absolute legal and beneficial ownership of IPR in the Assigned Materials in us or our nominee; 11.6.29.6.2. perfect our or our nominee’s titles to its IPR anywhere in the world; and 11.6.39.6.3. enable us and our nominee to protect and enforce our IPR including, if requested, assisting in legal proceedings. 11.79.7. You will not do or omit to do any act, matter or thing in consequence of which the IPR’s protection that might (but for such act or omission) otherwise have been available is or might be lost, forfeited or cease to be available. 11.89.8. Every week in which you have any involvement with any Assigned Materials or Background Materials, and in any event on our request, you will without fail disclose and deliver to us all Assigned Materials and Background Materials in complete form and all information, data and instructions as to such Materials and the Deliverables in such form and on such media as we may reasonably require and in any event to allow us or our licensees to be able to use, make available, invent, create, devise, make, design, supply, maintain, add to, enhance, change, alter, modify or amend any Assigned Materials. 11.99.9. Upon our request, you will delete all Assigned Materials from any computer disks, tapes or other material or media in your possession or under your control or deliver up or destroy all materials and tangible items in your possession or under your control which are derived from, contain or reflect, any Assigned Materials, and you will not retain any copies in any form or in any medium. 11.109.10. You shall indemnify us, and keep us fully indemnified, against all liabilities, demands, claims, proceedings, charges, judgments, fines, costs, expenses, damages and losses (in each of the aforementioned cases including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) which we may incur or suffer as a result of any third party’s claim or suit alleging that the use or possession of any Materials provided or made available by you (including the Assigned Materials) infringes any IPR belonging to a third party. Without prejudice to such indemnity, in the event that the use or possession of such Materials infringes or, in our opinion, may be held to infringe any IPR of a third party, you may at your option and expense: 11.10.19.10.1. procure for us to continue to use such Materials free from any liability for such infringement; or 11.10.29.10.2. modify or replace such Materials so as to avoid the infringement but providing substantially the same functionality and performance.

IPR. 11.19.1. Subject to Clause 11.29.2, in consideration of the payment by us to you of the Fees, to the extent that we are not already the owner, you hereby assign to us (by way of present and future assignment) absolutely with full title guarantee all IPR in all and any part of the world in the Assigned Materials (whether created, devised, made, designed, invented or supplied before, on or after the date of this Agreement), for the full term of such rights and all renewals and extensions, together with all accrued rights of action, including: 11.1.19.1.1. the right to file an application, claim priority from such application, and prosecute and obtain grant of any IPR in the Assigned Materials or similar protection in or in respect of any country or territory in the world; 11.1.29.1.2. the right to extend to or register in or in respect of any country or territory in the world each and any of the IPR in the Assigned Materials, and each and any of the applications comprised in the IPR in the Assigned Materials or filed as set out above, and to extend or register in, or in respect of, any country or territory in the world any IPR registration or like protection granted on any such applications; 11.1.39.1.3. the absolute entitlement to any IPR granted pursuant to any of the applications comprised in the IPR in the Assigned Materials or filed as set out above; and 11.1.49.1.4. the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of the IPR in the Assigned Materials or any IPR granted on any of the applications in the IPR in the Assigned Materials or filed as set out above, whether occurring before, on or after the date of this Agreement. 11.29.2. The Parties acknowledge that, as between them, you shall retain ownership of all Background IPR. 11.39.3. We hereby grant to you a non-exclusive, royalty-free licence to use the Assigned Materials and Our Materials to the extent necessary to provide the Deliverables. Such licence shall be non-transferable, non-assignable and non-sublicensable except to the extent that we give our express prior written consent (which may be provided or withheld or conditional, in our absolute discretion). You shall not use or permit the use of the Assigned Materials or Our Materials for any other purpose without our prior written consent (which may be provided or withheld or conditional, at our absolute discretion). 11.49.4. You hereby grant to us a royalty-free, worldwide, irrevocable, perpetual, non-exclusive, assignable, sub-licensable licence to use the Background IPR and Background Materials for any purpose in connection with the use and access of the Assigned Materials by us and anyone permitted by us. 11.59.5. You irrevocably waive any and all of your moral rights which you may have, and shall procure that any contributor does likewise, anywhere in the world in the Assigned Materials and the Background Materials, so that we and any third party may use and adapt all Assigned Materials and Background Materials in whatsoever way we or such third party determines without infringing such moral rights including the right to be identified, the right of integrity and the right against false attribution. 11.69.6. You shall fully and promptly execute all documents and instruments and do all acts, deeds and things as we may require from time to time to: 11.6.19.6.1. vest absolute legal and beneficial ownership of IPR in the Assigned Materials in us or our nominee; 11.6.29.6.2. perfect our or our nominee’s titles to its IPR anywhere in the world; and 11.6.39.6.3. enable us and our nominee to protect and enforce our IPR including, if requested, assisting in legal proceedings. 11.79.7. You will not do or omit to do any act, matter or thing in consequence of which the IPR’s protection that might (but for such act or omission) otherwise have been available is or might be lost, forfeited or cease to be available. 11.89.8. Every week in which you have any involvement with any Assigned Materials or Background Materials, and in any event on our request, you will without fail disclose and deliver to us all Assigned Materials and Background Materials in complete form and all information, data and instructions as to such Materials and the Deliverables in such form and on such media as we may reasonably require and in any event to allow us or our licensees to be able to use, make available, invent, create, devise, make, design, supply, maintain, add to, enhance, change, alter, modify or amend any Assigned Materials. 11.99.9. Upon our request, you will delete all Assigned Materials from any computer disks, tapes or other material or media in your possession or under your control or deliver up or destroy all materials and tangible items in your possession or under your control which are derived from, contain or reflect, any Assigned Materials, and you will not retain any copies in any form or in any medium. 11.109.10. You shall indemnify us, and keep us fully indemnified, against all liabilities, demands, claims, proceedings, charges, judgments, fines, costs, expenses, damages and losses (in each of the aforementioned cases including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) which we may incur or suffer as a result of any third party’s claim or suit alleging that the use or possession of any Materials provided or made available by you (including the Assigned Materials) infringes any IPR belonging to a third party. Without prejudice to such indemnity, in the event that the use or possession of such Materials infringes or, in our opinion, may be held to infringe any IPR of a third party, you may at your option and expense: 11.10.19.10.1. procure for us to continue to use such Materials free from any liability for such infringement; or 11.10.29.10.2. modify or replace such Materials so as to avoid the infringement but providing substantially the same functionality and performance.