IPRs. Each subgrantee that generates results owns the attached Intellectual Property Rights (IPRs) generated during the development process and will own results that are not IPRs. Each contractor is responsible for the management and protection of its IPRs and bears the costs associated with this. The Subgrantees funded within ICAERUS project will be the unique owners of the technologies created within the framework of their sub-granted projects. Parts of their works will be requested to be public for ICAERUS dissemination purposes.
IPRs. 1. Ownership of Results, protection of Results and rights to use Results as well as any other IPRs deriving from the activities involved in the realization of the Partnership are subject to the provisions of the present Agreement.
2. The ownership of IPRs deriving from the Project shall be entitled to the Party, which has developed such Results during the realization of the Activity connected to the Partnership itself. In case where the IPRs is the result of a collaboration or a common intervention of the Parties the IPRs shall be entitled to both the Parties, proportionally to their performances, namely: IPR [_patent, trademark, design, software, know how_]
a. [_name_] in a percentage of [_%_];
b. [_name_] in a percentage of [_%_].
3. Moral rights of the investors will be in any case preserved.
4. The IPRs shall not be released or licensed to any third party, which is not part of the Worth Project, as long as the Agreement and the Partnership are in force.
5. When one Party is the exclusive owner of an IPR and such IPR is necessary to the development of the Partnership under this Agreement, such Party shall agree to enter in a free license agreement with the other Party. Furthermore, when the Partnership will be terminated the Parties shall be able to find a fair agreement for the further access to the IPR.
6. The Parties shall ensure that both its employees as well as any involved third parties who might be able to claim rights to the Results, transfer those rights to the Parties.
7. Each Party shall be responsible to take any necessary action in order to protect and promote the IPRs deriving from its Activity during the Partnership.
IPRs. 14.1 The IPRs in the Design Work shall vest in the Client upon payment for them being made by the Client. The Parties shall execute all documents necessary to give effect to this clause 14.1.
14.2 Other than in respect of the Design Work, the Company, upon payment being made, will grant to the Client a perpetual, non-exclusive, royalty-free licence (without the right to grant sub-licences) of its IPRs in the Deliverables and Generic Items in so far as it is necessary to enable the Client to operate, use maintain and update the Deliverables, as the case may be.
14.3 The Client shall use the Deliverables exclusively for the purposes of and in the furtherance of its business and shall not sell, assign or transfer any IPR rights granted under this Agreement to any third party without the Company’s prior consent or otherwise commercially exploit the same for profit.
14.4 The Client may also use any website development tools, techniques and skills, data processing techniques, software programming or development techniques, ideas and know- how belonging to the Company and which existed prior to the execution of the relevant Statement of Work or were gained during the performance of the Services to the extent needed to operate, maintain and update the Website and Software, as the case may be.
14.5 Except as expressly agreed in the Statement of Work, all IPRs in the Deliverables, but excluding the Client Materials and Design Work (as provided in clause 14.1, shall be the property of the Company). The IPRs in the Generic Items shall always be the property of the Company.
14.6 The Company expressly retains all rights in, or in relation to, all Concepts that are not progressed past the initial design stages and which do not become a Produced Design together with the rights in any and all work generated or developed in the future which is based on the Concepts or an underlying work in relation to the Concepts and any other rights (whether known now, or created later, and whether or not in the contemplation of the parties at the time of the Statement of Work) for its own and/or third party exploitation.
14.7 For the avoidance of doubt, nothing in this Agreement or in the Statement of Works shall amount to the transfer of IPRs in any Generic Items or shall prevent the Company from using, in the furtherance of its normal business, website development tools, techniques and skills, data processing techniques, software programming or development techniques, ideas and know-ho...
IPRs. 12.1 The Company and the Manager respectively warrant to the other that it owns, or has a licence to use, all of the IPRs it requires in order to perform its obligations under this Agreement.
12.2 Subject to clause 12.3 neither the Company nor the Manager respectively shall acquire any right, title or interest in or to the IPRs of the other Party. If either such Party acquires, by operation of law, title to IPRs of the other Party such IPRs shall be assigned by it to the other Party on the request of the other Party, whenever that request is made.
12.3 The Company and the Manager respectively hereby grant to each other a royalty-free, non-exclusive, non-transferable licence during the term of this agreement to use each other’s IPR solely to the extent necessary for performing the Services in accordance with this agreement. Such Parties shall not use the licensed IPR for any other purpose.
12.4 In the event of the termination or expiry of this agreement, the licences referred to in clause 12.3 shall terminate automatically and the Company and the Manager respectively shall deliver to each other all papers and documents in its control in its possession or control subject to and in accordance with the requirements of clauses 6.6 and 6.7 above.
IPRs. All IPRs developed or created by the Supplier or Supplier Personnel in the course of performing this Contract shall belong to the Customer. The Supplier hereby irrevocably assigns to the Customer and shall cause the Supplier Personnel to assign to the Customer (as a present assignment of future rights) all such IPRs on their creation and shall do all things and execute all documents necessary to give effect to this assignment. The Supplier shall cause Supplier Personnel to waive unconditionally and irrevocably, to the extent permitted by applicable law, all claims they may have now or in the future in any jurisdiction to so-called "moral rights" or rights of droit moral relating to the rights assigned under or pursuant to this Clause.
IPRs. 10.1 A party shall have and retain any and/or all IPRs in its confidential information.
10.2 Each party remains sole owner of the IPRs it owned prior to the execution of any Order Form. As between the parties, Spirable (and/or its licensors) shall have and retain any and/or all IPRs in and/or relating to the Spirable Products. Customer is the sole owner of all IPRs in and to the Customer Content.
10.3 For the duration of the Term, Customer grants Spirable a worldwide, royalty-free, non-transferable licence to use, reproduce and represent Customer trademarks and logos, and to display, reproduce, represent Customer Content: (a) on the Distribution Channels; and (b) on all documentation promoting the Spirable Products.
10.4 Any IPRs in new material created by Spirable which is derived solely and directly from Customer's IPR and which is solely and directly developed by Spirable: (a) as a result of the provision of the Professional Services to Customer; and (b) on behalf of Customer, shall immediately vest in Customer, or where it is not possible for this to immediately vest in Customer, it shall be held by Spirable until such time as the transfer can be satisfied and Spirable shall do all this necessary to satisfy this requirement.
10.5 Customer shall have no rights and/or licences in and/or to the Spirable Products other than the right to use them subject to and in accordance with this Agreement. Any rights that are not expressly granted by Spirable to Customer herein are hereby expressly reserved by Spirable.
10.6 Customer hereby assigns title, interest and rights in suggestions, enhancement requests, recommendations, and/or other feedback provided by Customer and/or Users in respect of and/or relating to the Spirable Products.
10.7 Customer has no right to (or to attempt to do the following) and shall not allow and/or permit a third party to copy, reproduce, adapt, reverse engineer, decipher, decompile, disassemble, modify, and/or make error corrections to the Spirable Products, Spirable Technology and/or the Materials except as permitted under applicable law and/or Spirable (in writing).
IPRs. 16.1 The Grantee shall ensure that it is, or shall become upon creation, and shall remain for any purposes contemplated by this Agreement the absolute legal and beneficial owner of all IPRs in the Project Materials (other than the Third Party Materials). To that end, the Grantee shall make it a condition of its contracts with the Project Co-ordinator, the Deputy Project Co-ordinator, the Sponsor, any of the Grantee’s Directors, employees, contractors, sub-contractors, agents or other personnels who have in any way contributed towards or are in any way involved in the Project that the Grantee shall be, or shall become upon creation, and shall remain the absolute legal and beneficial owner of all IPRs created as aforesaid for any purposes contemplated by this Agreement to the exclusion of such Project Co-ordinator, Deputy Project Co-ordinator, Sponsor, Directors, employees, contractors, sub-contractors, agents or other personnels.
16.2 The Grantee hereby grants for the benefit of the Government, its authorized users, assigns and successors-in-title an unconditional, irrevocable, non-exclusive, perpetual, royalty-free and world-wide licence to Use the Project Materials (and in relation to any Third Party Materials in respect of which the Grantee is not empowered to grant licence(s), the Grantee hereby undertakes to procure the grant of such licence(s) (on similar terms as those being granted by the Grantee under this Clause 16.2) for the benefit of the Government, its authorized users, assigns and successors-in-title in respect of such Third Party Materials prior to their Use by the Grantee) for any purposes and by any means and in any manner. The Grantee shall deliver the Project Materials to the Government.
16.3 The Grantee shall keep the Government informed in writing of any Third Party Materials which the Grantee is not empowered to grant any licence(s) pursuant to Clause 16.2 above and any restrictions whatsoever affecting the Use thereof. The Grantee shall produce to the Government for inspection within two (2) days upon the Government’s request all proper licences in writing obtained or procured pursuant to Clause 16.2 in respect of the Third Party Materials.
16.4 The Grantee hereby irrevocably waives, and undertakes to procure all relevant authors of the Project Materials to irrevocably waive all moral rights (whether past, present or future) in the Project Materials. Such waiver shall operate in favour of the Government, its authorized users, assigns...
IPRs. 14.1 Subject to clause 14.3 and clause 14.5 no Authority shall not acquire any right, title or interest in or to the IPRs of any other Authority or its licensors existing prior to the execution of this Agreement.
14.2 Where any Authority acquires, by operation of law, title to IPRs of any other Authority referred to in clause 14.1, and this acquisition is inconsistent with the allocation of title set out in that clause 14.1, such IPRs shall be assigned by it to the other Authority on the request of the other, whenever that request is made.
14.3 Stockton grants a non-exclusive, assignable, irrevocable and perpetual licence (including the right to sub-license) to the other Authorities to use the RAA IPRs.
14.4 The Authorities may only assign their rights under clause 14.3 to a successor body or duration the continuation of this agreement to Stockton.
14.5 The other Authorities each hereby grant to Stockton a royalty-free, non- exclusive, non-transferable licence during the Term to use:
(a) any software.;
(b) any documentation, processes and procedures;
(c) any data and any databases, including the right to grant sub-licences to its contractors, related to their Adoption Functions.
14.6 The licence granted in clause 14.5 is granted solely to the extent necessary for the RAA in accordance with this agreement. Stockton shall not use the licensed materials for any other purpose.
14.7 Stockton shall not have any right to use any of the other Authorities names, logos or trademarks without the other Authority’s prior written consent.
14.8 In the event of the termination or expiry of this agreement, the licences referred to in clause 14.3 and clause 14.5 shall terminate automatically and Stockton shall deliver to the other Authorities all material licensed to Stockton pursuant to this Agreement that is in its possession or control. However, the licences granted pursuant to clause 14.3 shall continue in full force and effect.
IPRs. 7.1. The parties acknowledge that this Professional Services Agreement does not have the effect of transferring the ownership of any IPRs.
7.2. Any IPRs owned by (or licensed to) either party and required for the performance by the other party of its obligations under this Professional Services Agreement shall be licensed to that other party on a non-exclusive, royalty-free basis for the purpose of fulfilling that party’s obligations under this Professional Services Agreement and for the period during which the use of the IPR by that party pursuant to this Professional Services Agreement is required.
7.3. Subject to clause 7.6 below, the Partner acknowledges and agrees that C2M will own all IPRs in connection with the C2M Materials and that all other IPRs in C2M Materials provided or created by C2M or on its behalf or provided by C2M will remain permanently with C2M regardless of whether such C2M Materials are in their original form or in a form modified for the Partner’s use.
7.4. Subject to the Partner and its Customers not being in breach of this Professional Services Agreement, C2M grants the Partner a non-exclusive, royalty-free licence to use the C2M Materials for the Term.
7.5. The Partner and the Customer may not modify the C2M Materials for any purpose without the prior written consent of C2M.
7.6. C2M acknowledges and agrees that the Partner or its Customers will own:
12.6.1 All IPR in Customer Data and the content in the Services; and
12.6.2 All rights in connection with the Internet domain names attaching to the respective Website(s).
7.7. The Partner will procure for C2M a licence on a non-exclusive, royalty-free basis, to use any existing IPR owned by a third party and required for the performance by C2M of its obligations under this Professional Services Agreement and for the period during which the use of those rights by C2M pursuant to this Professional Services Agreement is required.
IPRs. Except for those restricted by the IPR agreements signed by the Sellers, the operation of the Target Assets is free of any restriction, and has obtained all necessary IPR permits, which empowers the Purchaser to continue to use the Target Assets during the permit use period in the same mode permitted prior to the signature date of this Agreement.
