Ownership of and Access to Foreground Intellectual Property Sample Clauses

Ownership of and Access to Foreground Intellectual Property. 13.2.1. Where Foreground Intellectual Property is generated by the Parties under the Project, said Foreground Intellectual Property shall be jointly owned by the Contractor and its Sub-contractors (“the Co-owners”). 13.2.2. The Co-owners shall between themselves establish an ownership and rights of use agreement regarding the terms of exercising such Foreground Intellectual Property and the completion of said agreement shall not to be unduly delayed. 13.2.3. The Contractor shall ensure that its agreements with Sub-contractors provide that until such time that a separate ownership and rights of use agreement is put in place: 13.2.3.1. each Co-owner shall be granted a non-exclusive, world-wide, fully paid up, royalty-free, perpetual, irrevocable licence to use the Foreground Intellectual Property solely for non- commercial purposes, including the right to grant non-exclusive, royalty free sub-licences to its Affiliated Entities, also for non-commercial purposes but only with the prior written consent of the other Co-owners, such consent not to be unreasonably withheld; and 13.2.3.2. moreover, until such time that an ownership and rights of use agreement is put in place, each Co-owner and its Affiliated Entities shall have a non-exclusive license to use for commercial purposes the jointly owned Foreground Intellectual Property, including the right to grant non-exclusive sub-licences subject to the following conditions: 13.2.3.2.1 prior notice of at least sixty (60) days including full details for such commercial use must be given to the other Co-owner(s); and, 13.2.3.2.2 terms for fair and reasonable compensation to the other Co-owners, must be negotiated and agreed between the Co-owners, on a case-by-case basis, prior to such commercial use. 13.2.4. Should the other Parties wish access to said Foreground Intellectual Property (and Background Intellectual Property as is necessary for the use of such Foreground Intellectual Property) for whatever purpose and at whatever time, whether during or after the term of the Project, the Parties the Contractor acting on behalf of the Co-owners, shall between themselves establish an agreement regarding the terms of access to said Foreground Intellectual Property and the completion of said agreement shall not be unduly delayed. 13.2.5. Where a Party, other than the Contractor, in accordance with this Agreement, has entered into any agreement with a Sub-contractor or its Affiliated Entity in respect of any part of said Par...
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Related to Ownership of and Access to Foreground Intellectual Property

  • Patents and Intellectual Property Rights Recipients are subject to the Xxxx-Xxxx Act, 35 U.S.C. § 200 et seq, unless otherwise provided by law. Recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from federal financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14.

  • Ownership and Intellectual Property Rights 1. This Agreement gives you limited rights to use the Software. Syncro retains any and all rights, title and interest in and to the Software and all copies thereof, including copyrights, patents, trade secret rights, trademarks and other intellectual property rights. All rights not specifically granted in this Agreement, including International Copyrights, are reserved by Syncro. The structure, organization and code of the Software are valuable trade secrets and confidential information of Syncro.

  • Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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