Newly Developed Technology Sample Clauses
The "Newly Developed Technology" clause defines how rights and ownership of technology, inventions, or intellectual property created during the course of an agreement are handled. Typically, this clause specifies whether such technology will belong to the party that developed it, be jointly owned, or be assigned to one party, and may outline obligations for disclosure and protection of these developments. For example, if a contractor invents a new process while working for a client, this clause determines who owns the resulting intellectual property. Its core function is to prevent disputes by clearly allocating ownership and usage rights for any technology developed during the relationship.
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Newly Developed Technology. During the term of this Agreement, the Process may be improved, modified, refined or otherwise altered by Licensee. Such improvements, modifications, refinements or other alterations shall hereinafter be referred to as "Newly Developed Technology" and may, but need not necessarily, constitute one or more inventions, whether patentable or not. Licensee agrees to promptly disclose any Newly Developed Technology to Licensor. All Newly Developed Technology and all Intellectual Property Rights therein shall be owned by Licensee. Licensee may make any registrations or filings with respect to any Newly Developed Technology with written notice to Licensor. Licensee hereby grants to Licensor a worldwide, perpetual, non-exclusive, non-transferable, royalty-free license in the Newly Developed Technology and all Intellectual Property Rights therein to make, sell, offer to sell, import and otherwise distribute products that include or incorporate, in whole or in part, the Newly Developed Technology and the Intellectual Property Rights therein.
Newly Developed Technology. The Parties’ Intellectual Property Rights with respect to Work Product developed under the Statement of Work (“Newly Developed Technology”) will be allocated as set forth in this Section 6.3, unless otherwise specifically agreed to by the Parties in the Statement of Work attached to this Agreement as Schedule A, or pursuant to a subsequent statement of work agreed to and signed by the Parties. If not otherwise set forth in such Statement of Work then, subject to Section 6.1, upon creation of any Newly Developed Technology under this Agreement, the Intellectual Property Rights to such new Newly Developed Technology will be allocated as follows:
Newly Developed Technology. Except as may otherwise be set forth in an SOW: (i) any Jointly Developed Technology, and all Intellectual Property Rights existing in or covering solely such Jointly Developed Technology (excluding, for the avoidance of doubt, any Intellectual Property Rights existing in or covering also any Advantest-Owned Developed Technology, any PDF-Owned Developed Technology, or any Background Technology), shall be owned jointly and equally by the Parties, with each Party owning an undivided one-half equal co-ownership right (collectively, “Joint IP”); (ii) all Jointly Developed Technology not qualifying as Non-Confidential Information shall be Confidential Information of both Parties under Section 5, with each Party deemed to be both the Disclosing Party and the Receiving Party of such Jointly Developed Technology, other than any Information included in such Jointly Developed Technology that was Confidential Information of a Party before being included in such Jointly Developed Technology, which shall remain Confidential Information of only such Party; (iii) any Joint IP shall be available for use and utilization by either Party and its Affiliates and may be licensed by each Party to its Affiliates and Personnel solely for use or utilization on behalf of or for, and to perform services for the benefit of, such Party or its Affiliates; and (iv) neither Party shall be permitted to assign and transfer (except to the same extent as this Agreement under Section 9.4), otherwise license, file or prosecute any patent application, or enforce any of the Intellectual Property Rights included in the Joint IP against any infringer thereof without the prior written consent of the other Party. Notwithstanding the foregoing, except as expressly permitted in the following sentence, PDF and its Affiliates shall not license, transfer or otherwise make available to any Advantest Named Competitor any New NRE Developed Technology IP without the prior written consent of Advantest in each instance. In the event of a merger of PDF or a Restricted Affiliate with, direct or indirect change of control of PDF or a Restricted Affiliate to, or a sale or transfer of all or substantially all of the assets or business of PDF to, an Advantest Named Competitor: (a) if PDF or any Restricted Affiliate undergoes (1) a direct or indirect change of control to an Advantest Named Competitor or (2) a merger with an Advantest Named Competitor that is a holding company without any operations, then PDF and any R...
Newly Developed Technology. During the term of this Agreement, the Process may be improved, modified, refined or otherwise altered by Licensee. Such improvements, modifications, refinements or other alterations shall hereinafter be referred to as “Newly
Newly Developed Technology. During the term of this Agreement, the Licensee may create new technology outside the scope of the UMBC Patents and UMBC Know-how, but relevant to the equipment, accessories and other products produced by or for Licensee pursuant to this Agreement. Such improvements, modifications, refinements or other alterations shall hereinafter be referred to as "Newly Developed Technology" and may, but need not necessarily, constitute one or more inventions, whether patentable or not. All Newly Developed Technology developed solely (i.e., without any joint contribution by UMBC or Licensor) by Licensee and all Intellectual Property Rights therein shall be owned by Licensee. Licensee may make any registrations or filings with respect to any Newly Developed Technology with written notice to Licensor.