Common use of Results and Background Information Clause in Contracts

Results and Background Information. Results are owned by the Party that generates them. In case Results are generated by two or more Parties jointly, the contribution of each of the Parties to these Results being indivisible, these Results will be jointly owned by such Parties in equal undivided shares, unless it is obvious that this division of ownership is disproportionate in relation to the respective contributions to such Results. The co-owners will, by mutual agreement, draw up written agreements with regard to the protection and commercial use of these joint Results in a ‘Joint Ownership Agreement’ (‘JOA’). In such JOA, the co-owners shall make arrangements for the commercial use of the joint Results, and/or for licensing the joint Results to third parties. These arrangements shall comply with the NWO Grant Rules 2017 and European legislation on state aid. However, where no JOA has yet been concluded, each Party shall be: entitled to use their jointly owned Results for non-commercial research and education on a royalty-free basis, and without requiring the prior consent of the other joint owner(s), and free to use such Result for its own purposes (including commercial activities) subject to the conditions under a) and b) hereunder; and/or entitled to grant non-exclusive licenses to third parties, without any right to sub-license, subject to the conditions under a) and b) hereunder: at least forty-five (45) days prior notice must be given to the other Party. a fair and reasonable market price must be provided to the other Party to be agreed upon in writing, in advance. This Agreement does not affect the ownership of any Background Information. Prior to the start of the Project, Parties will identify and agree on the Background Information that they will make available for the purpose of executing the Project. Such Background Information shall be listed in Annex 5. Legal restrictions or limits of use on such Background Information, if any, shall not contravene the terms of This Agreement and in particular articles 4.2.5 and 4.2.6. Parties hereby grant, rights to use their Background Information free of charge on a non-exclusive, non-transferable, and non-sublicensable basis to the Party needing the Background Information for the purpose of executing the Project and solely for the duration of this Agreement. If Background Information is needed for the (commercial) exploitation or the utilisation of Results, the Party holding the rights to that Background Information will, on conditions to be agreed upon, grant the right of use concerned to the Party requiring such rights. These conditions will be reasonable or on market terms. Parties hereby grant rights to use their Results free of charge on a non-exclusive, non-transferable, and non-sublicensable basis to the Party needing Results for the purpose of executing the Project and solely for the duration of this Agreement.

Results and Background Information. Results are owned by the Party that generates them. In case Results are generated by two or more Parties jointly, the contribution of each of the Parties Project Partners to these Results being indivisible, these Results will be jointly owned by such Parties in equal undivided shares, unless it is obvious that this division of ownership is disproportionate in relation to the respective contributions to such Results. The co-owners will, by mutual agreement, draw up written agreements with regard to the protection and commercial use of these joint Results in a ‘Joint Ownership Agreement’ (‘JOA’). In such JOA, the co-owners shall make arrangements for the commercial use of the joint Results, and/or for licensing the joint Results to third parties. These arrangements shall comply with the NWO Grant Rules 2017 and European legislation on state aidState Aid. However, where no JOA has yet been concluded, each Party shall be: entitled to use their jointly owned Results for non-commercial research and education on a royalty-free basis, and without requiring the prior consent of the other joint owner(s), and free to use such Result for its own purposes (including commercial activities) subject to the conditions under a) and b) hereunder; and/or entitled to grant non-exclusive licenses to third parties, without any right to sub-license, subject to the conditions under a) and b) hereunder: at least forty-five (45) days prior notice must be given to the other Party. a fair and reasonable market price must be provided to the other Party to be agreed upon in writing, in advance. This Agreement does not affect the ownership of any Background Information. Prior to the start of the Project, Parties will identify and agree on the Background Information that they will make available for the purpose of executing the Project. Such Background Information shall be listed in Annex 5. Legal restrictions or limits of use on such Background Information, if any, shall not contravene the terms of This Agreement and in particular articles 4.2.5 and 4.2.6. Parties hereby grant, rights to use their Background Information free of charge on a non-exclusive, non-transferable, and non-sublicensable basis to the Party needing the Background Information for the purpose of executing the Project and solely for the duration of this Agreement. If Background Information is needed for the (commercial) exploitation or the utilisation of Results, the Party holding the rights to that Background Information will, on conditions to be agreed upon, grant the right of use concerned to the Party requiring such rights. These conditions will be reasonable or on market terms. Parties hereby grant rights to use their Results free of charge on a non-exclusive, non-transferable, and non-sublicensable basis to the Party needing Results for the purpose of executing the Project and solely for the duration of this Agreement.