Common use of Use of Background Intellectual Property Clause in Contracts

Use of Background Intellectual Property. [OPTION1: Background Intellectual Property not foreseen (E.g. ESA’s requirement for wide dissemination of study results] [END OPTION1: Background Intellectual Property not foreseen] [OPTION2: Background Intellectual Property allowed by ESA (red captions for bidders)] a) For Background Intellectual Property delivered in a format making it readily decipherable and meaningful by inspecting, accessing or using the said deliverable items: i. The Contractor shall grant to the Agency, or ensure that the Agency be granted, an irrevocable, free of charge, world-wide licence to enable the Agency to autonomously use, operate, copy, modify and sub-license the Background Intellectual Property limited to its own requirements relative to this Contract and/or the projects or activities listed under ii. below; ii. Projects or activities for which the Agency is entitled to a licence as described under i. above: All present and future activities in the context of project [ESA to insert the specific project in view of which the activity is performed]. [END OPTION 1] Activities under this Contract. b) For Background Intellectual Property delivered in protected format: i. The Contractor shall grant the Agency, or ensure that the Agency be granted, an irrevocable, free of charge, world-wide licence to enable the Agency to autonomously use, copy, distribute and sub-license, without any restrictions, the Background Intellectual Property delivered in protected format under this Contract as part of other deliverable items, limited to its own requirements relative to this Contract and/or the projects or activities listed under a) ii. above; ii. The Contractor shall grant the Agency, or ensure that the Agency be granted, an irrevocable, free of charge, world-wide licence to enable the Agency to autonomously use, operate, copy, distribute and sub-license the Background Intellectual Property delivered in protected format as a separate item under this Contract, limited to the Agency’s own requirements relative to this Contract and/or the projects or activities listed under a) ii. above; iii. The Agency shall not decrypt, decompile or reverse-engineer Background Intellectual Property delivered in protected format and shall reflect this obligation onto any (sub)licence or agreement into which it may enter to further distribute to any third party the said Background Intellectual Property as the Agency sees fit. [END SUB-OPTION1] [End Option A] [SUB-OPTION2: The Contractor has declared that no Background Intellectual Property will be incorporated in the deliverables] [Option B] 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. [END SUB-OPTION2] [End Option B]

Use of Background Intellectual Property. [OPTION1: 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 foreseen (E.g. ESA’s requirement limited to, the right to sublicense, by the Agency, for wide dissemination of study results] [END OPTION1: the purposes set forth in this Contract. Any deliverable documents and reports containing Background Intellectual Property not foreseen] [OPTION2: shall consist of distinct, appropriately marked and separable parts or volumes in order to precisely identify and segregate the Background Intellectual Property allowed itself. The above-mentioned Background Intellectual Property is identified as follows: The Background Intellectual Property owned by ESA (red captions the Contractor or a Third Party shall remain the property of the owner. Background Intellectual Property to which the Agency requires access for bidders)]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: a) For Background Intellectual Property delivered in a format making it readily decipherable and meaningful by inspecting, accessing or using the said deliverable items: i. The Contractor shall grant to the Agency, or ensure that the Agency be granted, an irrevocable, free of charge, world-wide worldwide licence to enable the Agency to autonomously use, operate, copy, modify and sub-license sublicense the Background Intellectual Property limited to its own requirements the Agency’s Own Requirements relative to this Contract and/or the projects or activities listed under ii. below; ii. Projects or activities for which the Agency is entitled to a licence as described under i. above: All present and future activities in the context of project [ESA to insert the specific project in view of which the activity is performed]: iii. [END OPTION 1] Activities under this Contract. b) For Background Intellectual Property delivered in protected format: i. The Contractor shall grant the Agency, or ensure that the Agency be granted, an irrevocable, free of charge, world-wide worldwide licence to enable the Agency to autonomously use, copy, distribute and sub-licensesublicense, without any restrictions, the Background Intellectual Property delivered in protected format under this Contract as part of other deliverable items, limited to its own requirements the Agency’s Own Requirements relative to this Contract and/or the projects or activities listed under a) ii. above; ii. The Contractor shall grant the Agency, or ensure that the Agency be granted, an irrevocable, free of charge, world-wide worldwide licence to enable the Agency to autonomously use, operate, copy, distribute and sub-license sublicense the Background Intellectual Property delivered in protected format as a separate item under this Contract, limited to the Agency’s own requirements Own Requirements relative to this Contract and/or the projects or activities listed under a) ii. above; iii. The Agency shall not decrypt, decompile or reverse-engineer Background Intellectual Property delivered in protected format and shall reflect this obligation onto any (sub)licence or agreement into which it may enter to further distribute to any third party Third Party the said Background Intellectual Property as the Agency sees fit. [END SUB-OPTION1] [End Option A] [SUB-OPTION2: The Contractor has declared that no Background Intellectual Property will be incorporated in the deliverables] [Option B] 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. [END SUB-OPTION2] [End Option B].

Use of Background Intellectual Property. [OPTION1: Background Intellectual Property not foreseen (E.g. e.g. ESA’s requirement for wide dissemination of study results] [END OPTION1: Background Intellectual Property not foreseen] [OPTION2: Background Intellectual Property allowed by ESA (red captions for bidders)] a) For Background Intellectual Property delivered in a format making it readily decipherable and meaningful by inspecting, accessing or using the said deliverable items: i. The Contractor shall grant to the Agency, or ensure that the Agency be granted, an irrevocable, free of charge, world-wide licence to enable the Agency to autonomously use, operate, copy, modify and sub-license the Background Intellectual Property limited to its own requirements relative to this Contract and/or the projects or activities listed under ii. below; ii. Projects or activities for which the Agency is entitled to a licence as described under i. above: All present and future activities in the context of project [ESA to insert the specific project in view of which the activity is performed]. [END OPTION 1] Activities under this Contract. b) For Background Intellectual Property delivered in protected format: i. The Contractor shall grant the Agency, or ensure that the Agency be granted, an irrevocable, free of charge, world-wide licence to enable the Agency to autonomously use, copy, distribute and sub-license, without any restrictions, the Background Intellectual Property delivered in protected format under this Contract as part of other deliverable items, limited to its own requirements relative to this Contract and/or the projects or activities listed under a) ii. above; ii. The Contractor shall grant the Agency, or ensure that the Agency be granted, an irrevocable, free of charge, world-wide licence to enable the Agency to autonomously use, operate, copy, distribute and sub-license the Background Intellectual Property delivered in protected format as a separate item under this Contract, limited to the Agency’s own requirements Own Requirements relative to this Contract and/or the projects or activities listed under a) ii. above; iii. The Agency shall not decrypt, decompile or reverse-engineer Background Intellectual Property delivered in protected format and shall reflect this obligation onto any (sub)licence or agreement into which it may enter to further distribute to any third party Third Party the said Background Intellectual Property as the Agency sees fit. [END SUB-OPTION1] [End Option A] [SUB-OPTION2: The Contractor has declared that no Background Intellectual Property will be incorporated in the deliverables] [Option B] 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. [END SUB-OPTION2] [End Option B]

Use of Background Intellectual Property. [OPTION1: Background Intellectual Property not foreseen (E.g. ESA’s requirement for wide dissemination the Contractor has declared the use of study results] [END OPTION1: Background Intellectual Property not foreseen] [OPTION2: Background Intellectual Property allowed by ESA (red captions for bidders)BIP] a) For Background Intellectual Property delivered in a format making it readily decipherable and meaningful by inspecting, accessing or using the said deliverable items: i. The Contractor shall grant to the Agency, or ensure that the Agency be granted, an irrevocable, free of charge, world-wide licence to enable the Agency to autonomously use, operate, copy, modify and sub-license the Background Intellectual Property limited to its own requirements relative to this Contract and/or the projects or activities listed under ii. below; ii. Projects or activities for which the Agency is entitled to a licence as described under i. above: [OPTION] All present and future activities in the context of project [ESA to insert Insert the specific project in view of which the activity is performed]. [END OPTION 1OPTION] [OPTION] Activities under this Contract.. [END OPTION] [END SUB-OPTION1] [SUB-OPTION2] b) For Background Intellectual Property delivered in protected format: i. The Contractor shall grant the Agency, or ensure that the Agency be granted, an irrevocable, free of charge, world-wide licence to enable the Agency to autonomously use, copy, distribute and sub-license, without any restrictions, the Background Intellectual Property delivered in protected format under this Contract as part of other deliverable items, limited to its own requirements relative to this Contract and/or the projects or activities listed under a) ii. above; ii. The Contractor shall grant the Agency, or ensure that the Agency be granted, an irrevocable, free of charge, world-wide licence to enable the Agency to autonomously use, operate, copy, distribute and sub-license the Background Intellectual Property delivered in protected format as a separate item under this Contract, limited to the Agency’s own requirements relative to this Contract and/or the projects or activities listed under a) ii. above; iii. The Agency shall not decrypt, decompile or reverse-engineer Background Intellectual Property delivered in protected format and shall reflect this obligation onto any (sub)licence or agreement into which it may enter to further distribute to any third party the said Background Intellectual Property as the Agency sees fit. [END SUB-OPTION1] [End Option A] [SUB-OPTION2: The Contractor has declared that no Background Intellectual Property will be incorporated in the deliverables] [Option B] P a g e | 25 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. [END SUB-OPTION2] [End Option B]. 6.4 The free licences provided on Intellectual Property arising from Work performed under this Contract and/or Background Intellectual Property indicated in 6.3 for the benefit of ESA shall be deemed granted through signature of the present Contract and without the need to implement a separate licence.

Use of Background Intellectual Property. [OPTION1: 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 foreseen (E.g. ESA’s requirement limited to, the right to sub-license, by the Agency, for wide dissemination of study results] [END OPTION1: the purposes set forth in this Contract. Any deliverable documents and reports containing Background Intellectual Property not foreseen] [OPTION2: shall consist of distinct, appropriately marked and separable parts or volumes in order to precisely identify and segregate the Background Intellectual Property allowed 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 ESA (red captions the Contractor or a third party shall remain the property of the owner. Background Intellectual Property to which the Agency requires access for bidders)]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: a) For Background Intellectual Property delivered in a format making it readily decipherable and meaningful by inspecting, accessing or using the said deliverable items: i. The Contractor shall grant to the Agency, or ensure that the Agency be granted, an irrevocable, free of charge, world-wide licence to enable the Agency to autonomously use, operate, copy, modify and sub-license the Background Intellectual Property limited to its own requirements relative to this Contract and/or the projects or activities listed under ii. below; ii. Projects or activities for which the Agency is entitled to a licence as described under i. above: All present and future activities in the context of project [ESA to insert the specific project in view of which the activity is performed]. [END OPTION 1] Activities under this Contract. b) For Background Intellectual Property delivered in protected format: i. The Contractor shall grant the Agency, or ensure that the Agency be granted, an irrevocable, free of charge, world-wide licence to enable the Agency to autonomously use, copy, distribute and sub-license, without any restrictions, the Background Intellectual Property delivered in protected format under this Contract as part of other deliverable items, limited to its own requirements relative to this Contract and/or the projects or activities listed under a) ii. above; ii. The Contractor shall grant the Agency, or ensure that the Agency be granted, an irrevocable, free of charge, world-wide licence to enable the Agency to autonomously use, operate, copy, distribute and sub-sub- license the Background Intellectual Property delivered in protected format as a separate item under this Contract, limited to the Agency’s own requirements relative to this Contract and/or the projects or activities listed under a) ii. above; iii. The Agency shall not decrypt, decompile or reverse-engineer Background Intellectual Property delivered in protected format and shall reflect this obligation onto any (sub)licence or agreement into which it may enter to further distribute to any third party the said Background Intellectual Property as the Agency sees fit. [END SUB-OPTION1] [End Option A] [SUB-OPTION2: The Contractor has declared that no Background Intellectual Property will be incorporated in the deliverables] [Option B] 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. [END SUB-OPTION2] [End Option B].

Use of Background Intellectual Property. [OPTION1: 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 foreseen (E.g. ESA’s requirement limited to, the right to sublicense, by the Contractor, for wide dissemination of study results] [END OPTION1: the purposes set forth in this Contract. Any deliverable documents and reports containing Background Intellectual Property not foreseen] [OPTION2: shall consist of distinct, appropriately marked and separable parts or volumes in order to precisely identify and segregate the Background Intellectual Property allowed 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 ESA (red captions 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 bidders)]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: a) For Background Intellectual Property delivered in a format making it readily decipherable and meaningful by inspecting, accessing or using the said deliverable items: i. The Contractor Subcontractor shall grant to the AgencyAgency and Contractor, or ensure that the Agency and Contractor be granted, an irrevocable, free of charge, world-wide worldwide licence to enable the Agency or contractor to autonomously use, operate, copy, modify and sub-license sublicense the Background Intellectual Property limited to its own requirements the Agency’s and contractor’s Own Requirements relative to this Contract and/or the projects or activities listed under ii. below; ii. Projects or activities for which the Agency and contractor is entitled to a licence as described under i. above: All present and future activities in the context of project [ESA to insert the specific project in view of which the activity is performed]. [END OPTION 1] Activities under this Contract. b) For Background Intellectual Property delivered in protected format: i. The Contractor Subcontractor shall grant the AgencyAgency and contractor, or ensure that the Agency and contractor be granted, an irrevocable, free of charge, world-wide worldwide licence to enable the Agency and contractor to autonomously use, copy, distribute and sub-licensesublicense, without any restrictions, the Background Intellectual Property delivered in protected format under this Contract as part of other deliverable items, limited to its own requirements the Agency’s and contractor’s Own Requirements relative to this Contract and/or the projects or activities listed under a) ii. above; ii. The Contractor Subcontractor shall grant the AgencyAgency and contractor, or ensure that the Agency and contractor be granted, an irrevocable, free of charge, world-wide worldwide licence to enable the Agency and contractor to autonomously use, operate, copy, distribute and sub-license sublicense the Background Intellectual Property delivered in protected format as a separate item under this Contract, limited to the Agency’s own requirements and contractor’s Own Requirements relative to this Contract and/or the projects or activities listed under a) ii. above; iii. The Agency and contractor shall not decrypt, decompile or reverse-reverse- engineer Background Intellectual Property delivered in protected format and shall reflect this obligation onto any (sub)licence or agreement into which it may enter to further distribute to any third party Third Party the said Background Intellectual Property as the Agency sees and contractor see fit. [END SUB-OPTION1] [End Option A] [SUB-OPTION2: The Contractor has declared that no Background Intellectual Property will be incorporated in the deliverables] [Option B] 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. [END SUB-OPTION2] [End Option B].