Rights in Material Clause Samples
The 'Rights in Material' clause defines the ownership and usage rights associated with materials created, delivered, or used under an agreement. Typically, it specifies whether the client or the service provider retains intellectual property rights to documents, software, designs, or other deliverables produced during the course of the contract. For example, it may state that all work product becomes the exclusive property of the client, or that the provider retains certain rights to reuse generic components. This clause is essential for clarifying who controls the resulting materials, thereby preventing disputes over intellectual property and ensuring both parties understand their rights and obligations regarding the use and distribution of the materials.
Rights in Material. 12.1 Recipient and Researcher acknowledge that ownership of the Product shall remain with CTK. Any Progeny generated by Recipient or Researcher from the Product shall also be owned by CTK. Title to any Derivative shall be with Recipient, except for the nanobodies which shall be owned by CTK. Should in specific cases the CTK nanobodies are not separable from the Derivatives, then Recipient and CTK shall be co-owners of such Derivatives.
12.2 Upon termination of the research work of Researcher, the Product and any Progeny thereof shall be destructed, and Recipient shall certify to CTK in writing as to such destruction. After Researcher has accomplished his/her research with the Product or for other reasons stops working with the Product, Recipient shall ensure that the Product and all Progenies will be destroyed, and Recipient shall certify so to CTK in writing.
12.3 Recipient shall retain all right, title and interest in and the unrestricted right to use all results generated by use of the Material, as well as the right to publish or otherwise disclose such results, provided that CTK is named as the source of the Product and intellectual property holder of the nanobody sequence in the Product in any written or oral publications.
12.4 Recipient hereby grants CTK an non-exclusive, irrevocable, royalty-free, worldwide, sublicensable license for any internal research use of all Derivatives.
Rights in Material. Recipient acknowledges that the Material is or may be the subject of a patent application or covered by patent rights in one or more countries. Except as provided in this Agreement, no express or implied licenses or other rights are provided to Recipient under any patents, patent applications, trade secrets or other proprietary rights of Provider, including any altered forms of the Material made by Provider. Moreover, unless specifically stated, no license or right to use any third party patent, technology or intellectual property is conveyed to Recipient under this MTA. It is the sole responsibility of Recipient to obtain from third parties that may have a proprietary interest in the Material, Modifications or Derived Cells any permissions necessary that are consistent with Recipient’s intended use of the Material, Modifications or Derived Cells. Recipient acknowledges and agrees that Provider may grant exclusive or non-exclusive commercial licenses to the Material to others, or sell or assign all or part of the rights in the Material to any third parties, subject to any pre-existing rights held by others and obligations to the Federal Government or the State of California.
Rights in Material. 4.1 England & ▇▇▇▇ Ltd will specify consultancy documents and materials if any to be delivered to the Client. 'Materials' are defined as being literary works or other works of authorship (such as consultancy documents, draft documents, documentation, reports, drawings and similar works) that England & ▇▇▇▇ Ltd may deliver to the Client as part of the consultancy services England & ▇▇▇▇ Ltd provides.
4.2 England & ▇▇▇▇ Ltd will deliver one copy of the specified consultancy documents and materials to the Client. England & ▇▇▇▇ Ltd grants the Client a non-exclusive, world- wide licence to use, execute, reproduce, display, perform, and distribute, within its company only, a copy of the Materials. England & ▇▇▇▇ Ltd will unless otherwise specified on the Schedule, retain ownership of all copyright, patent and other intellectual property rights in the consultancy documents and materials. Such licence shall be on the terms of England & ▇▇▇▇ Ltd Software Licence Agreement save as varied by this Agreement and its schedule.
4.3 The Client shall reproduce the copyright notice and any other legend of ownership on any copies made under the licences granted in this Clause.
4.4 Except as may be otherwise agreed by England & ▇▇▇▇ Ltd in writing, England & ▇▇▇▇ Ltd shall have no obligation to provide support services for the Materials.
4.5 The Client shall be responsible for promptly obtaining and providing to England & ▇▇▇▇ Ltd all Required Consents necessary for England & ▇▇▇▇ Ltd to submit applications to regulatory bodies and other services used by the Client for which England & ▇▇▇▇ Ltd shall provide services hereunder. A Required Consent means any consents or approvals required to give England & ▇▇▇▇ Ltd and its sub-contractors the right or licence to access, use and/or modify (including creating derivative works) the Client's or a third party product and service used by the Client without infringing the ownership or licence rights (including patent and copyright) of the providers or owners of such products and services.
4.6 The Client agrees to indemnify, defend and hold England & ▇▇▇▇ Ltd and its affiliates harmless from and against any and all claims, losses, liabilities and damages (including reasonable attorneys' fees and costs) arising from or in connection with any claims (including patent and copyright infringement) made against England & ▇▇▇▇ Ltd, alleged to have occurred as a result of the Client's failure to provide any Required Consents.
4.7 Except as oth...