Background Intellectual Property Clause Samples
The Background Intellectual Property clause defines and protects the ownership of intellectual property that a party brings into a project or agreement prior to its commencement. This clause typically specifies what constitutes background IP, such as patents, copyrights, or trade secrets developed independently before the collaboration, and clarifies that such IP remains the property of the original owner. Its core function is to prevent disputes over pre-existing intellectual property by ensuring that contributions made before the agreement are not inadvertently transferred or shared with other parties.
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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. “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, copyrights, trademarks, mask works, trade secrets and any information embodying proprietary data such as technical data and computer software. Both parties agree to provide the Background Intellectual Property necessary to complete the objectives of the project. Both parties shall retain all rights to their respective Background Intellectual Property provided for this purpose. Neither party shall assume any rights in the other party’s Background Intellectual Property provided for this project other than the right to use said Background Intellectual Property to achieve the objectives of this project.
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. 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. Each Party grants to the other Party for the Term a royalty free, non-transferable, nonexclusive licence to use that party’s Background IP for the Term and for the purposes of conducting the Project only. No Party will be grated with a right to use another Party’s Background Intellectual Property independently of the Project Material and no Party will have a right to use another Party’s Background Intellectual Property after the Term unless otherwise provided for as part of the permitted Internal Purpose. The Parties acknowledge that the Internal Purpose for one Party may vary from another Party’s permitted Internal Purpose. The Parties acknowledge that the use of another Party’s Background Intellectual Property will not transfer to it any right of ownership, automatic licence or interest to that other Party’s Background Intellectual Property. The Parties acknowledge all Improvements made to a Party’s Background Intellectual Property will vest in that Party absolutely. PROJECT INTELLECTUAL PROPERTY Unless the Parties have otherwise agreed in writing, the Parties agree that ownership of, and all right title and interest in all Project Intellectual Property (except for copyright in a Student thesis) however arising will vest in in the manner specified in Schedule 1 and the Parties further agree to comply with any terms of such ownership also specified in Schedule 1. Depending on whether or not the requirement for such an arrangement is applicable, the Parties agree that the Party responsible for any Student or any third party visitor for that matter, must ensure that the Student and /or visitor enters into a written agreement prior to the Student or third party visitor commencing any Project activities which contains terms that are both consistent with the terms of ownership for Project Intellectual Property specified in the Schedule and with the use of those Project Materials (that incorporate the Project Intellectual Property) by each respective Party for their Internal Purposes.
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. 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. “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. Except as expressly set forth herein, as between the Parties, each Party is and shall remain the owner of all intellectual property and Confidential Information that it owned as of the Effective Date or that it develops or acquires thereafter pursuant to activities independent of this License 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.