Background Intellectual Property Clause Samples

Background Intellectual Property. It is possible that one or both Parties may possess rights in background intellectual property, that is, intellectual property not otherwise subject to this Agreement, which would be useful or essential to the practice or commercialization of the results of this Agreement. For example, the RI might own a patent which would be infringed by the SBC when it attempted to commercialize the results of this Agreement unless a license was obtained from the RI. Where the Parties determine that background technology may exist, consideration should be given to negotiating license rights which will allow the practice and commercialization of the results of this Agreement.

Background Intellectual Property. 11.1 Subject to the provisions of this Agreement, COLLABORATOR hereby grants to Catapult a non-exclusive, fully paid-up, royalty-free, licence, under COLLABORATOR’S Background Intellectual Property to undertake the Project with COLLABORATOR during the Term. 11.2 Subject to the provisions of this Agreement, Catapult hereby grants to COLLABORATOR a non-exclusive, fully paid-up, sub-licensabla, royalty-free, licence, under Catapult’s Background intellectual Property to undertake the Project and exploit COLLABORATOR’S Foreground Intellectual Property during the Term, 11.3 From the Termination Date, such license in Clause 11.2 will extend to permit COLLABORATOR to replicate the Module, and to such extent as required to enable COLLABORATOR to otherwise replicate, utilise and develop the COLLABORATOR Process, and/or to produce and exploit the COLLABORATOR Product and COLLABORATOR Foreground Intellectual Property, provided it is acknowledged that COLLABORATOR, at its own cost, will need to procure the consents required to use any Third Party’s Intellectual Property Including but not necessarily limited to any such Third Party Intellectual Property forming any part of the following Items that constitute the overall Catapult Background Intellectual Property when Catapult Background Intellectual Property is used by COLLABORATOR outside the Centre or from the Termination Date: the Electronic Quality Management System, the Laboratory Information Management System, Warehouse Management System and Environmental Monitoring System. It is acknowledged that, following termination or expiry of the Agreement, Catapult cannot procure the grant of such rights and that if COLLABORATOR does not procure such rights that Catapult accepts no liability whatsoever for claims resulting from breaches of any Third Party’s Intellectual Property resulting from COLLABORATOR’S use of the relevant Catapult Background Intellectual Property without a licence to the necessary Third Party’s Intellectual Property. 11.4 This Agreement does not affect the ownership of any Intellectual Property in any Background Intellectual Property or materials of a Party. Each Party will retain the sole and exclusive ownership rights in and to Its Background Intellectual Property and except for the license granted to Catapult in Clause 11.1 and to COLLABORATOR in Clause 11.2 and Clause 11.3, nothing in this Clause 11 will be construed as giving to either Party any rights to use any Background Intellectual Property ...

Background Intellectual Property. Nothing in this Agreement grants to either Party any rights or interest in the other Party’s Background Intellectual Property. “Background Intellectual Property” means (a) all works of authorship created outside the scope of this Agreement and (b) potentially patentable discoveries, including pending patent applications and issued patents, conceived or first reduced to practice outside the scope of this Agreement. Any Background Intellectual Property that is reasonably anticipated by the Principal Investigator to be required to perform the Research or to practice the results thereof will be specified in an exhibit to this Agreement.

Background Intellectual Property. The Recipient must own the Background Intellectual Property or hold sufficient Background Intellectual Property Rights to permit the Project to be carried out.

Background Intellectual Property. As between the Parties, and subject to the licenses granted under this Agreement, each Party retains all right, title and interest in and to all intellectual property rights that such Party owns or Controls as of the Effective Date or that it develops or otherwise acquires after the Effective Date and outside the course of the Collaboration.

Background Intellectual Property. Except as expressly set forth herein, as between the Parties, each Party is and shall remain the owner of all intellectual property that it owned or otherwise controlled as of the Effective Date or that it develops, licenses, or otherwise acquires thereafter pursuant to activities independent of this Agreement (with respect to each Party, “Background IP”).

Background Intellectual Property. “Background Intellectual Property” means property and the legal right therein of a Party or the Parties developed before or independent of the projects contemplated under this Agreement including inventions, patent applications, patents, copyrights, trademarks, mask works, trade secrets and any information embodying proprietary data such as technical data and computer software. The Parties agree to provide the Background Intellectual Property necessary to complete the objectives of the projects contemplated herein, and such will be stated in each Task Order, as applicable. The Parties shall retain all rights to their respective Background Intellectual Property provided for this purpose. A Party shall not assume any rights in the other Party’s Background Intellectual Property provided for the projects other than the right to use said Background Intellectual Property to achieve the objectives of the applicable project.

Background Intellectual Property. All Background Intellectual Property of a Party introduced or disclosed to the other Party for the purposes of the Collaborative Research shall remain the property of the Party introducing and/or disclosing the same. The Parties agree that the use of such Background Intellectual Property shall be limited to performing each Party’s obligations under this Agreement.

Background Intellectual Property. Both parties shall retain all rights to their respective Background Intellectual Property. "Background Intellectual Property" means property and the legal right therein of either or both parties developed before or independent of this Agreement including inventions, patent applications, patents, and copyright.