Common use of Background IPRs Clause in Contracts

Background IPRs. All rights (including Intellectual Property Rights) and title in and to any Background IPRs will remain the property of the relevant Party. This Agreement does not affect the ownership of any Background IPRs. All rights (including Intellectual Property Rights) and title in and to any Developed IPRs will vest on creation in the Party that developed the Developed IPRs. If a third party (e.g. a student or contractor) is involved in the Project, the Party engaging that third party will ensure that the third party maintains adequate records and assigns any Intellectual Property Rights associated with the Project to the Party in order to give full effect to this clause 56. If any Parties are jointly responsible for developing Developed IPRs, those Developed IPRs will be jointly owned by those Parties with the ownership interest of each Party being proportional to the contribution made by each relevant Party to the Developed IPRs (e.g. inventive or creative contribution). Each Party that owns Developed IPRs will promptly disclose the nature of those Developed IPRs to the other Parties for the purposes of the Project. Developed IPRs that are disclosed under this clause 56.4 will be treated as Confidential Information. Each Party (being a Licensor) grants to the other Parties (being Licensees) a non-exclusive, royalty-free licence for the Term to use the Licensor's: Developed IPRs for the purpose of undertaking the Project; and Background IPRs (subject to any existing obligations to third parties) for the purpose of undertaking the Project and to enable the use of the Developed IPRs under clause 56.5.1, but not for commercial exploitation except if permitted under this clause 5655. Without limiting clause 49.1.3, each Party grants (and must ensure that any relevant third party grants) to the Authority the licence described in clause 57.3 (Developed IPRs) of Annex 2 (Terms and Conditions) to the Grant Agreement. If any Party wishes to commercially exploit Developed IPRs owned by another Party with a broader scope than permitted under clause 56.5, the Parties concerned will enter into good faith commercial discussions to agree on the terms of a non-exclusive licence to use the Developed IPRs, including a royalty and/or other appropriate form of remuneration which is fair and reasonable having regard to: the respective financial and technical contributions of the Parties concerned to the development of the Developed IPRs; the expenses incurred in securing Protection of the Developed IPRs (if applicable); the costs of its commercial exploitation; and any use of Background IPRs. If a Party wishes to commercially exploit any Developed IPRs that it owns with a third party (who is not a Party), that Party must: notify the other Parties before it approaches the third party; and ensure that any disclosure of information to the third party is subject to the obligations of confidentiality at least equivalent to those under clause 57. If a Party is a joint owner of Developed IPRs, that Party may commercially exploit the Developed IPRs subject to the negotiation in good faith of a licence with the other joint owners of the Developed IPRs taking into consideration the factors set out clause 56.7.

Background IPRs. All rights (including Intellectual Property Rights) and title in and to any Background IPRs will remain the property of the relevant Party. This Agreement does not affect the ownership of any Background IPRs. All rights (including Intellectual Property Rights) and title in and to any Developed IPRs will vest on creation in the Party that developed the Developed IPRs. If a third party (e.g. a student or contractor) is involved in the Project, the Party engaging that third party will ensure that the third party maintains adequate records and assigns any Intellectual Property Rights associated with the Project to the Party in order to give full effect to this clause 5652. If any Parties are jointly responsible for developing Developed IPRs, those Developed IPRs will be jointly owned by those Parties with the ownership interest of each Party being proportional to the contribution made by each relevant Party to the Developed IPRs (e.g. inventive or creative contribution). Each Party that owns Developed IPRs will promptly disclose the nature of those Developed IPRs to the other Parties for the purposes of the Project. Developed IPRs that are disclosed under this clause 56.4 52.4 will be treated as Confidential Information. Each Party (being a Licensor) grants to the other Parties (being Licensees) a non-exclusive, royalty-free licence for the Term to use the Licensor's: Developed IPRs for the purpose of undertaking the Project; and Background IPRs (subject to any existing obligations to third parties) for the purpose of undertaking the Project and to enable the use of the Developed IPRs under clause 56.5.152.5.1, but not for commercial exploitation except if permitted under this clause 565552. Without limiting clause 49.1.346.1.3, each Party grants (and must ensure that any relevant third party grants) to the Authority the licence described in clause 57.3 53.3 (Developed IPRs) of Annex 2 (Terms and Conditions) to the Grant Agreement. If any Party wishes to commercially exploit Developed IPRs owned by another Party with a broader scope than permitted under clause 56.552.5, the Parties concerned will enter into good faith commercial discussions to agree on the terms of a non-exclusive licence to use the Developed IPRs, including a royalty and/or other appropriate form of remuneration which is fair and reasonable having regard to: the respective financial and technical contributions of the Parties concerned to the development of the Developed IPRs; the expenses incurred in securing Protection of the Developed IPRs (if applicable); the costs of its commercial exploitation; and any use of Background IPRs. If a Party wishes to commercially exploit any Developed IPRs that it owns with a third party (who is not a Party), that Party must: notify the other Parties before it approaches the third party; and ensure that any disclosure of information to the third party is subject to the obligations of confidentiality at least equivalent to those under clause 5753. If a Party is a joint owner of Developed IPRs, that Party may commercially exploit the Developed IPRs subject to the negotiation in good faith of a licence with the other joint owners of the Developed IPRs taking into consideration the factors set out clause 56.752.7.