Use of Background Intellectual Property Sample Clauses

Use of Background Intellectual Property. The Contractor has confirmed that all results of this Contract (or any part thereof) shall be deemed and treated as not containing any Background Intellectual Property. Nevertheless should the Contractor unilaterally decide to use existing Intellectual Property to achieve the objectives of this Contract, all results of this Contract (or any part thereof) shall be deemed and treated as Foreground Intellectual Property not containing any Background Intellectual Property. The Contractor shall grant to the Agency, and/or ensure that the Agency be granted, all the necessary rights in this respect.
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Use of Background Intellectual Property. [OPTION1: Background Intellectual Property not foreseen (E.g. ESA’s requirement for wide dissemination of study results] In view of the above definition and of the objectives of the activity covered by this Contract it is explicitly agreed that the Contractor will not use Background Intellectual Property to achieve such objectives. Nevertheless should the Contractor unilaterally decide to use existing Intellectual Property to achieve the objectives of this Contract, all results of this Contract (or any part thereof) shall be deemed and treated as Foreground Intellectual Property not containing any Background Intellectual Property. The Contractor shall grant to the Agency, and/or ensure that the Agency be granted, all the necessary rights in this respect. [END OPTION1: Background Intellectual Property not foreseen] [OPTION2: Background Intellectual Property allowed by ESA (red captions for bidders)] [SUB-OPTION1: The Contractor has declared the use of Background Intellectual Property] [Option A] The Agency acknowledges that the Contractor will use Background Intellectual Property to achieve the objectives of this Contract. The price agreed for this Contract includes all the fees relative to access to and use of the said Background Intellectual Property, including, but not limited to, the right to sub-license, by the Agency, for the purposes set forth in this Contract. Any deliverable documents and reports containing Background Intellectual Property shall consist of distinct, appropriately marked and separable parts or volumes in order to precisely identify and segregate the Background Intellectual Property itself. The above-mentioned Background Intellectual Property is identified as follows: Exact name of BIPR Item Owner Description Patent # or Ref. / Issue / Revision / Version # Contract / Funding Details under which the IPR was Date of creation of the version of the BIPR listed Licence Affected deliverable with comments Protected Format (Y/N) created here [Above items shall be limited only to whatever is relevant to the activity and to the achievement of its short/medium/long-term objectives intended by the Agency, including the ability to autonomously use, operate, modify and make available the deliverable items; Background Intellectual Property for which ESA has no possible interest/use after delivery should not be part of the list. Background Intellectual Property which can be delivered as “black-box” must be identified as such (see below). Background ...
Sample 1
Use of Background Intellectual Property. Intellectual Property Rights required by the Contractor arising from work performed under another Contract with the Agency shall be owned, made available and licensed in accordance with that other Contract. If the Agency requires Background Intellectual Property Rights owned by the Contractor for the Agency project specified in the Agency Contract, the Contractor shall grant the Agency an irrevocable, worldwide licence to enable the Agency to use and modify any product, application or result of the Agency Contract for that project on Favourable Conditions. If any party requires Background Intellectual Property Rights owned by the Contractor to use and modify any product, application or result of an Agency Contract for the Agency’s Own Requirements other than for the project specified in the Contract the Contractor shall grant a licence to that party on Market Conditions unless contrary to the Contractor’s Legitimate Commercial Interests. If a Subcontractor requires Background Intellectual Property Rights that the Contractor owns the Contractor shall grant the Subcontractor a licence on Favourable Conditions solely to enable the Subcontractor to fulfil its obligations directly relating to the Agency Contract. If the Agency, the Contractor or a Subcontractor requires Background Intellectual Property Rights owned by a Third Party the Contractor shall use its reasonable endeavours to ensure that the owner of the Background Intellectual Property Rights grants a licence to the Agency, Contractor or Subcontractor to enable the completion of the Agency Contract. In addition the Contractor shall use its reasonable endeavours to ensure that the Third Party owner of the Background Intellectual Property Rights grants the Agency a licence to the Background Intellectual Property Rights for the Agency to use and modify any product, application or result of the Agency Contract in accordance with these Clauses and Conditions for the Agency project specified in the Agency Contract. For the avoidance of doubt the Agency shall pay any reasonable licence fee. The Contractor warrants that to the best of its knowledge information and belief that the use of Background Intellectual Property Rights by the Agency and/or the Contractor for the purposes identified in the Agency Contract will not infringe any Intellectual Property Rights owned by Third Parties. The free licences provided for the benefit of ESA The free licences provided on Intellectual Property arising from Work perfor...
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Use of Background Intellectual Property. Liftango grants to {Client Name} a non-exclusive, non-transferable license to use its Background Intellectual Property to the extent necessary for {Client Name} to fulfil its obligations under this Agreement. Background Intellectual Property of a party must be treated as Confidential Information in accordance with clause 9.
Sample 1
Use of Background Intellectual Property a. The Customer grants to the SIW a non-exclusive, irrevocable, non-transferrable, fee- free license to use its Background Intellectual Property to the extent necessary for the SIW to fulfill its obligations under this Professional Services Amendment.
Sample 1
Use of Background Intellectual Property. The Agency acknowledges that the Contractor will use Background Intellectual Property to achieve the objectives of this Contract. The price agreed for this Contract includes all the fees relative to access to and use of the said Background Intellectual Property, including, but not limited to, the right to sublicense, by the Agency, for the purposes set forth in this Contract. Any deliverable documents and reports containing Background Intellectual Property shall consist of distinct, appropriately marked and separable parts or volumes in order to precisely identify and segregate the Background Intellectual Property itself. The above-mentioned Background Intellectual Property is identified as follows: The Background Intellectual Property owned by the Contractor or a Third Party shall remain the property of the owner. Background Intellectual Property to which the Agency requires access for the sole purpose of technical or legal inspection during the execution of this Contract shall be treated as Proprietary Sensitive Information as set forth under Articles 6.1.2 and 6.1.3 above. The following conditions shall apply to Background Intellectual Property which the Contractor delivers together with, or as part of, the deliverable items due under this Contract:
Sample 1
Use of Background Intellectual Property. The Agency acknowledges that the Contractor will use Background Intellectual Property to achieve the objectives of this Contract. The price agreed for this Contract includes all the fees relative to access to and use of the said Background Intellectual Property, including, but not limited to, the right to sub-license, by the Agency, for the purposes set forth in this Contract. Any deliverable documents and reports containing Background Intellectual Property shall consist of distinct, appropriately marked and separable parts or volumes in order to precisely identify and segregate the Background Intellectual Property itself. The above-mentioned Background Intellectual Property is identified as follows: Exact name of BIPR Item Owner Description Patent # or Ref. / Issue / Revision / Version # Contract / Funding Details under which the IPR was created Date of creation of the version of the BIP listed here Licence Affected deliverable with comments Protected Format (Y/N) The Background Intellectual Property owned by the Contractor or a third party shall remain the property of the owner. Background Intellectual Property to which the Agency requires access for the sole purpose of technical or legal inspection during the execution of this Contract shall be treated as Proprietary Sensitive Information as set forth under 6.1.2 and 6.1.3 above. The following conditions shall apply to Background Intellectual Property which the Contractor delivers together with, or as part of, the deliverable items due under this Contract:
Sample 1
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Use of Background Intellectual Property. [OPTION1: the Contractor has declared the use of BIP] The Agency acknowledges that the Contractor will use Background Intellectual Property to achieve the objectives of this Contract. The price agreed for this Contract includes all the fees relative to access to and use of the said Background Intellectual Property, including, but not limited to, the right to sub-license, by the Agency, for the purposes set forth in this Contract. Any deliverable documents and reports containing Background Intellectual Property shall consist of distinct, appropriately marked and separable parts or volumes in order to precisely identify and segregate the Background Intellectual Property itself. The above-mentioned Background Intellectual Property is identified as follows: Exact name of BIPR Item Owner Description Patent # or Ref. / Issue / Revision / Version # Contract / Funding Details under which the IPR was created Date of creation of the version of the BIP listed here Licence Affected deliverable with comments Protected Format (Y/N) The Background Intellectual Property owned by the Contractor or a third party shall remain the property of the owner. Background Intellectual Property to which the Agency requires access for the sole purpose of technical or legal inspection during the execution of this Contract shall be treated as Proprietary Sensitive Information as set forth under 6.1.2 and 6.1.3 above. The following conditions shall apply to Background Intellectual Property which the Contractor delivers together with, or as part of, the deliverable items due under this Contract: [SUB-OPTION1] Appendix 1 to ESA AO/1-8857/26/NL/CBi ESA Contract No. 4000xxxxxx/16/XX/XXX P a g e | 24
Sample 1
Use of Background Intellectual Property. The Contractor acknowledges that the Subcontractor will use Background Intellectual Property to achieve the objectives of this Contract. The price agreed for this Contract includes all the fees relative to access to and use of the said Background Intellectual Property, including, but not limited to, the right to sublicense, by the Contractor, for the purposes set forth in this Contract. Any deliverable documents and reports containing Background Intellectual Property shall consist of distinct, appropriately marked and separable parts or volumes in order to precisely identify and segregate the Background Intellectual Property itself. The above-mentioned Background Intellectual Property is identified as follows: Exact name of BIPR Item Owner Description Patent # or Ref./ Issue/ Revision/Version # Contract/ Funding Details under which the IPR was created Date of creation of the version of the BIPR listed here Type of Licence Affected deliverable with comments Protected Format (Y/N) The Background Intellectual Property owned by the Subcontractor or a Third Party shall remain the property of the owner. Background Intellectual Property to which the Agency and contractor require access for the sole purpose of technical or legal inspection during the execution of this Contract shall be treated as Proprietary Sensitive Information as set forth under Articles 7.1.2 and 7.1.3 above. The following conditions shall apply to Background Intellectual Property which the Subcontractor delivers together with, or as part of, the deliverable items due under this Contract:
Sample 1

Related to Use of Background Intellectual Property

  • Background Intellectual Property ‌ Notwithstanding and superseding anything to the contrary in this ARTICLE 14, each Party retains title to all Intellectual Property Rights owned or possessed by it or any of its affiliates prior to or independent of performance of this Agreement and used by it in fulfilling its obligations under this Agreement, as well as any modifications or improvements made thereto in the course of performing this Agreement (“Background IP”). To the extent that one Party acquires any right, title, or interest in and to any aspect of the modifications or improvements to the Background IP of the other Party, such first Party shall assign such right, title, and interest to the second Party, immediately following such acquisition. If any of the Supplier’s Background IP is included in or required to use the Documentation provided by the Supplier to the City, the Supplier hereby grants to the City an irrevocable, perpetual, fully paid-up, royalty-free, worldwide, transferable and non-exclusive licence (including the right to sub-licence only to members of the City’s Group) to, itself and through contractors and agents, use, copy, amend, reproduce, modify, create derivative works of, use, commercialize, and otherwise exploit the Supplier’s Background IP but only to the extent required to use such Documentation for the purpose (or any reasonably inferred purpose) for which it has been provided or for the provision of the Supply under this Agreement (excluding any software source code).

  • INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS A. Data produced under this Annex which is subject to paragraph C. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement will be protected for the period of one year.

  • Intellectual Property/License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party.

  • 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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