Contractor Background IP definition

Contractor Background IP means all IP owned or controlled by Contractor as of EDC, and all IP conceived or developed by Contractor after EDC (other than in performance under this Contract), which is incorporated in or necessary for the use (as provided for herein) of the deliverable items being provided pursuant to this Contract.
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Contractor Background IP means Intellectual Property Rights owned by or licensed to the Contractor (including know-how and technical information) which exists prior to the date of this Contract but does not include Company Background IP or Project IP. Contract means this contract for the provision of Services comprising the documents set out in the Formal Instrument of Agreement.
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Contractor Background IP has the meaning specified in Section 12.1.1.
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Examples of Contractor Background IP in a sentence

  • Contractor Background IP necessary to perform under this Contract and Contractor Foreground IP are collectively the “FWC Program” IP.

  • On the other hand, if leaders represent the inter- ests of the employees, commitment is further intensified.

  • The Contractor warrants to the City and its successors that the Contractor is and will be the lawful owner of good and marketable title in and to the City Digital Signs and the City Digital Network and has the legal rights to grant a license to use them, and that the Contractor has a legal right and interest in the Plans and Specifications and in any Contractor Background IP sufficient to grant the interests described above.

  • For the sake of clarity, this applies to claims that Contractor Background IP or Contractor Foreground IP infringes the intellectual property rights of a third party.

  • Although, so far, motions sickness has not been a particular problem with SES operations in rough seas, it is clear that the range ofmotion frequencies encountered are not adequately covered by existing standards.

  • In the event that the Company and the said proprietor is unable to come to an agreement on the terms of the licence, the Contractor shall propose to provide the Company with such other Non- Contractor Background IP with the same or similar functionalities / capabilities and at no additional costs to the Company.

  • The Contractor grants and will ensure that relevant third parties grant to the Aboriginal Contractor and the Project Lead, at no additional cost, a perpetual, irrevocable, non-exclusive, royalty-free, transferable licence to use, reproduce, sublicense and adapt the Contractor Background IP to the extent that it is incorporated into or in relation to the Contract Materials and the Deliverables.

  • If the Company wishes to negotiate the terms of the licence with the proprietor of the Non- Contractor Background IP, the Contractor shall actively assist the Company in and facilitate such negotiations.

  • The Contractor confirms that: The Contractor Background IP and all content therein including images and ACIP are suitable for publication, display and dissemination and does not contain any sacred or secret material; and The Contractor has cultural authority or has permission from a person/organisation with cultural authority, to reproduce the ACIP in the Contractor Background IP, to share the Contractor Background IP publicly and to provide the Aboriginal Consultant with the licence in clause 2.2.

  • Contractor acknowledges that Contractor may incorporate into the Deliverables, or disclose to Company in the process of transferring the Deliverables to Company, certain know-how of Contractor within the Contractor Background IP (the “Contractor Know-How”).


More Definitions of Contractor Background IP

Contractor Background IP. As used in this Section 6.2, “control” means, with respect to any Intellectual Property, that Contractor owns or has a license to such Intellectual Property and has the ability to grant to Company access, a license, or a sublicense (as applicable) to such Intellectual Property on the terms and conditions set forth herein without violating the terms of any agreement or other arrangement with any third party existing at the time Contractor would be first required hereunder to grant to Company such access, license, or sublicense.
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Contractor Background IP means any methodologies, patterns, plans, procedures, software, algorithms, computer code, documentation, tools, business processes, scripts, interfaces, commands, technical information, know-how, techniques, specifications, technologies and/or other intellectual property that is proprietary to Contractor or which Contractor has the right and licence to use and make available to Metrolinx, in each case that was either: (a) created prior to the Effective Date; or (b) created, developed or produced independently of this Contract and/or the performance of the Services. Page 53 of 130
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Contractor Background IP means the Contractor’s pre-existing Intellectual Property (and third party pre-existing Intellectual Property) incorporated into the Deliverables or the Contract Materials.
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Contractor Background IP means all IP owned or controlled by Contractor or by Contractor's subcontractors (if any) hereunder (a) as of EDC, or (b) conceived and/or reduced to practice independent of this Contract: where in either case such IP (i) is incorporated in the Deliverables, or (ii) is Necessary or useful for the maintenance, operation, or use, or is Necessary for the manufacture (as expressly provided for herein) of any Deliverable Item to be provided by Contractor hereunder. The term "Necessary" means reasonably required (in consideration of cost, performance and time to market factors) for Customer to exploit the associated license rights of maintenance, operation, use or manufacture.
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Contractor Background IP means the Contractor’s pre-existing Intellectual Property (and third party pre-existing Intellectual Property) incorporated into the Deliverables or the Contract Materials.
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Related to Contractor Background IP

  • Background IP means all IP and IP Rights owned or controlled by Seller prior to the effective date or outside the scope of this Contract.

  • Background IPR means any Intellectual Property Rights (other than Project IPR) belonging to either party before the Commencement Date or not created in the course of or in connection with the Project;

  • Background Technology means all Software, data, know-how, ideas, methodologies, specifications, and other technology in which Contractor owns such Intellectual Property Rights as are necessary for Contractor to grant the rights and licenses set forth in Section 14.1, and for the State (including its licensees, successors and assigns) to exercise such rights and licenses, without violating any right of any Third Party or any Law or incurring any payment obligation to any Third Party. Background Technology must: (a) be identified as Background Technology in the Statement of Work; and (b) have been developed or otherwise acquired by Contractor prior to the date of the Statement of Work, or have been developed by Contractor outside of its performance under the Statement of Work. Background Technology will also include any general consulting tool or methodology created by Contractor, which will not be required to be identified in the Statement of Work.

  • Background Material means any pre-existing works in which the Intellectual Property Rights are owned by either Party, which have been prepared by that Party outside the scope of this Agreement or which were licensed from a third party by that Party.”

  • Foreground IP means all intellectual property and Intellectual Property Rights generated under these Terms; and

  • Foreground IPR means any IPRs that are generated as a result of the activities conducted within the framework of the Project concerned as specified in the corresponding Project Agreement;

  • Contractor Software means software which is proprietary to the Contractor, including software which is or will be used by the Contractor for the purposes of providing the Services.

  • Contractor Materials means Materials owned or developed prior to the provision of the Work, or developed by Contractor independently from the provision of the Work and without use of the Court Materials or Confidential Information.

  • Background Invention means an Invention conceived and first actually reduced to practice before the Effective Date.

  • Customer Technology means Customer's proprietary technology, including Customer's Internet operations design, content, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by Customer or licensed to Customer from a third party) and also including any derivatives, improvements, enhancements or extensions of Customer Technology conceived, reduced to practice, or developed during the term of this Agreement by Customer.

  • SAP Technology Solution(s means SAP NetWeaver Foundation for Third Party Applications, SAP Business Technology Platform (excluding when used solely as a Connectivity App between an SAP Application and ERP), SAP Signavio Solutions and SAP Process Insights (including any renamed, prior and/or successor versions of any of the foregoing made generally available by SAP if any but excluding when any of the foregoing are used as a User Interface for ERP.

  • Project IP means any Intellectual Property created, invented or discovered in carrying out the Project including in respect of the Project Results but does not include Background IP or copyright in a Student’s thesis or other material produced by him/her for the purpose of assessment towards his/her degree.

  • Background Intellectual Property means all Intellectual Property introduced and required by either Party to give effect to their obligations under this Agreement owned in whole or in part by or licensed to either Party or their affiliates prior to the Commencement Date or developed after the Commencement Date otherwise pursuant to this Agreement;

  • Foreground Intellectual Property means all Intellectual Property developed by either Party pursuant to this Agreement;

  • Program Materials means the documents and information provided by the Program Administrator specifying the qualifying EEMs, technology requirements, costs and other Program requirements, which include, without limitation, program guidelines and requirements, application forms and approval letters.

  • Background Intellectual Property Rights means Intellectual Property Rights owned, controlled or furnished by either Party other than Foreground Intellectual Property Rights.

  • Developed Technology means any Technology including, without limitation, any enhancements, substitutions or improvements to the Core Technology that is (a) discovered, developed or otherwise acquired by DURA pursuant to the terms of the Development Agreement or (b) otherwise acquired by or on behalf of Xxxxxx Corp. II during the term of the Development Agreement.

  • Contractor attributional/proprietary information means information that identifies the contractor(s), whether directly or indirectly, by the grouping of information that can be traced back to the contractor(s) (e.g., program description, facility locations), personally identifiable information, as well as trade secrets, commercial or financial information, or other commercially sensitive information that is not customarily shared outside of the company.

  • Product Technology means the Product Know-How and Product Patents.

  • Contractor Intellectual Property means any intellectual property owned by Contractor and developed independently from the Services.

  • Licensor Technology means the Licensor Patents, the Licensor Know-How, Licensor Materials, Product IP, and Licensor’s rights in the Program IP and Joint Patents.

  • Third Party Technology means all Intellectual Property and products owned by third parties and licensed pursuant to Third Party Licenses.

  • Manufacturing Technology means any and all patents, patent applications, Know-How, and all intellectual property rights associated therewith, and including all tangible embodiments thereof, that are necessary or useful for the manufacture of adeno- associated viruses, adeno-associated virus vectors, research or commercial reagents related thereto, Licensed Products, or other products, including manufacturing processes, technical information relating to the methods of manufacture, protocols, standard operating procedures, batch records, assays, formulations, quality control data, specifications, scale up, any and all improvements, modifications, and changes thereto, and any and all activities associated with such manufacture. Any and all chemistry, manufacturing, and controls (CMC), drug master files (DMFs), or similar materials provided to regulatory authorities and the information contained therein are deemed Manufacturing Technology.

  • Collaboration IP means Collaboration Know-How and Collaboration Patents.

  • Developed IP means any Intellectual Property Rights that are conceived or reduced to practice, or otherwise created or developed, by or on behalf of a Party, its Affiliates or sublicensees, alone or together with one or more Third Parties, during the Term in connection with the Development, Manufacture, or use of the Compound or any Product.

  • Third Party Materials means any materials and information, including documents, data, know-how, ideas, methodologies, specifications, software, content, and technology, in any form or media, in which any Person other than the State or Contractor owns any Intellectual Property Right, but excluding Open-Source Components.