Background Property Clause Samples
The Background Property clause defines and distinguishes the intellectual property, materials, or assets that each party brings into an agreement prior to its commencement. Typically, this clause specifies that such pre-existing property remains the sole property of the original owner and is not transferred or affected by the agreement, even if it is used during the collaboration. For example, a software company’s proprietary code or a consultant’s existing methodologies would be considered background property. The core function of this clause is to prevent disputes by clearly identifying ownership of pre-existing assets, ensuring that only new developments or specifically agreed-upon items are subject to shared rights or obligations.
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Background Property. Each Party retains all right, title and interest in and to all Intellectual Property owned, licensed or developed by or on behalf of such Party prior to the Effective Date or independent of this Agreement, and without reliance on the other Party’s Proprietary Information.
Background Property. Each Party retains exclusive ownership and/or control of its respective Background Property, subject to the licenses and options expressly granted to the other Party under this Agreement.
Background Property. Each Party shall retain all rights, title, and interest in and to any Proprietary Matter owned, licensed, acquired, developed, discovered, conceived, authored, or created by or for such Party (alone or with another person) prior to this Agreement or independently from this Agreement, any and all Derivations thereof, and any and all Proprietary Rights therein and thereto (“Background Property”).
Background Property. The Intellectual Property of each of Agilent and Customer existing prior to the Effective Date of this Agreement shall remain the separate and exclusive property of each Party and except as otherwise expressly set forth in this Article 9, are not affected by this Agreement. Subject to the rights expressly granted by one Party to the other Party in this Agreement, neither Party shall have any right or claim in the Intellectual Property belonging to the other Party. For clarity, the Intellectual Property rights of the Parties agreed in Statements of Work governing Manufacturing Services that were entered into before the Effective Date are not affected by this Agreement.