Background Materials means all Intellectual Property Rights, know-how, information, methodologies, techniques, tools, schemata, diagrams, ways of doing business, trade secrets, instructions manuals and procedures (including, but not limited, to software, documentation, and data of whatever nature and in whatever media) owned, developed or controlled by the Supplier which may have been created outside the scope, or independently of, the Services and/or this Agreement, and including all updates, modifications, derivatives or future developments thereof. Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. Business Systems: the information technology and communication systems, including networks, hardware, software and interfaces owned by, or licensed to, the Customers or any of its agents or contractors.
Background Materials means any pre-existing works that include intellectual property rights owned by either SAP or Customer that have been prepared by SAP or Customer outside the scope of the Agreement or that were licensed from a third party.
Background Materials means any pre-existing works in which the Intellectual Property Rights (de- fined below) 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 and provided to that Party.
Examples of Background Materials in a sentence
Consultant shall own all rights, title and interests (including all intellectual property rights) in and to the Background Materials.
To the extent that Consultant includes any Background Materials in the Services or Deliverables, then subject to all terms and conditions of this Agreement, Consultant hereby grants and agrees to grant Client a perpetual, nonexclusive, nontransferable, royalty-free right and license (without right to sublicense) to use such Background Materials as embodied in the applicable Services or Deliverables, solely for Client’s use of the Services or Deliverables.
Client shall own all rights, title and interests in and to the Deliverables, excluding rights to any Background Materials (as defined below) contained therein.
More Definitions of Background Materials
Background Materials has the meaning given in Section 4.7.
Background Materials the Materials used or delivered by you as part of the Deliverables which are already in existence prior to your provision of the Deliverables and which do not specifically relate solely to the Deliverables;
Background Materials means processes, methods, software (including but not limited to the Software), related documentation, designs and know-how which Pegasystems creates independently of the services for Customer. Background Materials also include all tangible and intangible materials created by Pegasystems that generally apply to other Pegasystems customers, products or services and which do not include any Customer Confidential Information.
Background Materials means all works and materials in existence before the date of the Agreement (excluding Customer Materials);
Background Materials means processes, methods, software (including but not limited to the Software), related documentation, designs and know-how which Pegasystems creates independently of the services for Client. Background Materials also include all tangible and intangible materials created by Pegasystems that generally apply to other Pegasystems customers, products or services and which do not include any Client Confidential Information.
Background Materials means Supplier’s tangible and intangible materials and intellectual property that was developed independently from this Agreement or existed before Supplier commenced work on any Software, or Services provided under this Agreement or any Authorization Letter, including without limitation reports, documentation, drawings, computer programs (source code, object code and listings), inventions, know-how, creations, works, devices, masks, models and work-in-process, and any enhancements, corrections, Updates or modifications to such tangible and intangible materials and intellectual property provided it does not include Verizon Confidential Information and expressly excludes any Custom Software or Paid Work Product.
Background Materials means (i) those materials listed in Part B of Schedule 3; and (ii) any materials Controlled by UCLB (free from any restriction or encumbrance) which are not Program Materials and which (a) have been used in connection with any of the Programs prior to the Effective Date; and/or (b) are used in connection with the [***] Program, NSG Program and/or the ZipCAR Program after the Effective Date; and/or (c) have been used in connection with any of the Additional Programs prior to the Amendment Date or the CAT19 Program prior to the Second Amendment Date;