Common use of PROJECT MATERIAL AND INTELLECTUAL PROPERTY Clause in Contracts

PROJECT MATERIAL AND INTELLECTUAL PROPERTY. 9.1 Any Pre-existing Intellectual Property or other intellectual property developed by the Contractor that is not Project Material is the property of the Contractor. 9.2 All Project Material is the property of the Company or the Client, if applicable. 9.3 The Contractor undertakes to complete and sign all documentation necessary to evidence ownership and copyright. 9.4 The Contractor provides the Company and the Client, if applicable, with a perpetual, non-exclusive, worldwide, royalty-free licence to use the Pre-existing Intellectual Property for the purpose of conducting or completing the Project or any related Programme. 9.5 All Inventions/Work(s), whether or not patentable or subject to copyright, which may be made, written, conceived or otherwise provided by the Contractor, or its Personnel, in performing the Services, either alone or in conjunction with others, in whole or in part, is the sole and exclusive property of the Company or the Client (if the Company so directs). The Contractor agrees, upon the Company’s request and at the Company’s expense, to provide reasonable cooperation and assistance in the prosecution, defence and maintenance of any Intellectual Property Rights (IPR) relating to any such Invention/Work(s). The Contractor will treat all Inventions/Works as Confidential Information. Upon the completion or termination of the Services, the Contractor will promptly turn over to the Company all Inventions/Works developed in the course of providing the Services. 9.6 The Contractor may not publish, exhibit, or lecture on matters directly relating to the Services unless the Contractor first obtains the Company’s prior written consent thereto, which the Company may grant or deny in its sole discretion, and the manuscript, exhibit or speech will have been approved in writing by the Company. 9.7 The Contractor will ensure that no part of any Invention/Work(s) will contain Third Party Material without first obtaining the written permission of the IPR owner to use such data or material and any such data or material will clearly be identified to the Company by the Contractor prior to or at the time of delivery to the Company. 9.8 In the event the Contractor includes any Pre-existing Intellectual Property in any Invention/Work(s) the Contractor will clearly identify such Pre-existing Intellectual Property to the Company and the Company and, if applicable, the Client will have a non-exclusive, perpetual, worldwide, royalty-free licence to use such Pre-existing Intellectual Property to the extent necessary to make use of the Invention/Work(s). 9.9 The Contractor will: a. ensure the safekeeping and maintenance of the Project Material including being responsible for preserving its integrity and preventing its corruption or loss; b. perform secure back-ups of all Project Material; and c. at the expiration or termination of this Agreement, deliver to the Company or as directed by the Company, all Project Material and other property of the Company, which is in the Contractor’s possession or control. 9.10 If unsatisfied with the quality or any other aspect of the Services or Project Materials because such materials do not comply with this Agreement (including, without limitation, Annex A), the Company may at its sole discretion, amend or reject any Service or Project Material, statement, or recommendation made by the Contractor. If required to do so by the Company, the Contractor will correct rejected Service or Project Material within seven days or such longer period of time as shall be agreed in writing by the Company.