Common use of Copyrightable Material Clause in Contracts

Copyrightable Material. 12.1 The term "Subject Writing" refers to any copyrightable material which is produced by Contractor in the course of performing the Work under this Agreement or which otherwise arises out of the Work and which is either delivered to AURA or is distributed to any persons other than Contractor’s personnel and agents. Subject Writings include such items as reports, books, journal articles, software, databases, sound recordings, photographs, artwork, and videotapes. 12.2 Except as otherwise specified in this Agreement, the Contractor may own or permit others to own the copyright in all Subject Writings. Contractor agrees that if it or anyone else does own copyright in a Subject Writing, then for each Subject Writing: AURA, and any subsequent organization operating AURA, shall have nonexclusive, transferable, irrevocable, royalty- free license to exercise throughout the world all rights provided by copyright for research purposes. These licenses, however, will not include the right to sell copies of the copyrighted works to the public. 12.3 Contractor agrees to acquire, through written agreement or an employment relationship, the ability to comply with the requirements of the preceding paragraphs. The Contractor further agrees that any transfer of copyright or any other rights to a Subject Writing, by it or anyone whom it has allowed to own such rights, will be made subject to the requirements of this section. 12.4 Any and all Information furnished to Contractor by or on behalf of AURA shall remain the sole property of AURA and shall be used by Contractor only in connection with Contractor's performance of Work under this Agreement. Contractor shall not, without the prior express written consent of AURA, disclose or reveal such Information or any portion thereof to any person not employed by Contractor in performance under this Agreement (except designated authorized representatives of AURA) or utilize such Information for any purpose other than such performance; provided, however, that such restriction on disclosure shall not apply to Information which: (1) was or becomes part of the public domain otherwise than through any act or omission on the part of Contractor; (2) was alreadyin the possession of the Contractor at the time of its receipt of such Information without any restrictions on disclosure; or (3) was acquired by Contractor from a third party (other than from a representative of AURA) without any undertaking of confidentiality imposed on or by the disclosing party. Contractor shall take all precautions reasonably desirable and necessary to safeguard the Information and comply with the provisions of the preceding sentence. Upon the earlier of termination of this Agreement for any reason, or as requested by AURA at any time, Contractor shall promptly deliver all Information to AURA that has been provided to Contractor by or on behalf of AURA. 12.5 Subject to the provisions of Section 5.2, below, Contractor may retain the entire right, title, and interest of any and all Information first developed, acquired, or produced by Contractor related to the Work or this Agreement, including design documents developed as part of the project; provided, however, that with respect to any Information in which Contractor retains title: (1) AURA, or any organization that succeeds it as the Managing Organization, shall have a nonexclusive, non-transferable, irrevocable, paid-up license to use or have used on their behalf, for all purposes throughout the world, and (2) each of the Parties shall have a non-exclusive, non-transferable, irrevocable, paid-up license to use or have used on their behalf such Information throughout the world for research purposes. AURA, any organization that succeeds it as the Managing Organization, may translate, duplicate, reproduce, distribute, and disclose in any manner and for any purpose all of such Information. 12.6 Proprietary information acquired, developed, or produced by Contractor prior to the date of this Agreement that was not acquired, developed, or produced by Contractor for any purposes related to this project, shall not be deemed to be "Information" under this Agreement. To the extent that Contractor incorporates any Proprietary Information into the Work, Contractor hereby grants AURA a non-exclusive, non-transferable, irrevocable, paid-up license to use or have used on their behalf, for all purposes, such Proprietary Information throughout the world. Information shall only be considered “Proprietary Information" if it is clearly marked as such by Contractor. Unless otherwise specified in this Agreement, AURA or any organization that succeeds it as the Managing Organization may translate, duplicate, reproduce, distribute, and disclose in any manner and for any purpose all of such Proprietary Information.

Copyrightable Material. 12.1 The term "Subject Writing" refers to any copyrightable material which is produced by Contractor in the course of performing the Work under this Agreement or which otherwise arises out of the Work and which is either delivered to AURA or is distributed to any persons other than Contractor’s personnel and agents. Subject Writings include such items as reports, books, journal articles, software, databases, sound recordings, photographs, artwork, and videotapes. 12.2 Except as otherwise specified in this Agreement, the Contractor may own or permit others to own the copyright in all Subject Writings. Contractor agrees that if it or anyone else does own copyright in a Subject Writing, then for each Subject Writing: AURA, and any subsequent organization operating AURA, shall have nonexclusive, transferable, irrevocable, royalty- free license to exercise throughout the world all rights provided by copyright for research purposes. These licenses, however, will not include the right to sell copies of the copyrighted works to the public. 12.3 Contractor agrees to acquire, through written agreement or an employment relationship, the ability to comply with the requirements of the preceding paragraphs. The Contractor further agrees that any transfer of copyright or any other rights to a Subject Writing, by it or anyone whom it has allowed to own such rights, will be made subject to the requirements of this section. 12.4 Any and all Information furnished to Contractor by or on behalf of AURA shall remain the sole property of AURA and shall be used by Contractor only in connection with Contractor's performance of Work under this Agreement. Contractor shall not, without the prior express written consent of AURA, disclose or reveal such Information or any portion thereof to any person not employed by Contractor in performance under this Agreement (except designated authorized representatives of AURA) or utilize such Information for any purpose other than such performance; provided, however, that such restriction on disclosure shall not apply to Information which: (1) was or becomes part of the public domain otherwise than through any act or omission on the part of Contractor; (2) was alreadyin already in the possession of the Contractor at the time of its receipt of such Information without any restrictions on disclosure; or (3) was acquired by Contractor from a third party (other than from a representative of AURA) without any undertaking of confidentiality imposed on or by the disclosing party. Contractor shall take all precautions reasonably desirable and necessary to safeguard the Information and comply with the provisions of the preceding sentence. Upon the earlier of termination of this Agreement for any reason, or as requested by AURA at any time, Contractor shall promptly deliver all Information to AURA that has been provided to Contractor by or on behalf of AURA. 12.5 Subject to the provisions of Section 5.2, below, Contractor may retain the entire right, title, and interest of any and all Information first developed, acquired, or produced by Contractor related to the Work or this Agreement, including design documents developed as part of the project; provided, however, that with respect to any Information in which Contractor retains title: (1) AURA, or any organization that succeeds it as the Managing Organization, shall have a nonexclusive, non-transferable, irrevocable, paid-up license to use or have used on their behalf, for all purposes throughout the world, and (2) each of the Parties shall have a non-exclusive, non-transferable, irrevocable, paid-up license to use or have used on their behalf such Information throughout the world for research purposes. AURA, any organization that succeeds it as the Managing Organization, may translate, duplicate, reproduce, distribute, and disclose in any manner and for any purpose all of such Information. 12.6 Proprietary information acquired, developed, or produced by Contractor prior to the date of this Agreement that was not acquired, developed, or produced by Contractor for any purposes related to this project, shall not be deemed to be "Information" under this Agreement. To the extent that Contractor incorporates any Proprietary Information into the Work, Contractor hereby grants AURA a non-exclusive, non-transferable, irrevocable, paid-up license to use or have used on their behalf, for all purposes, such Proprietary Information throughout the world. Information shall only be considered “Proprietary Information" if it is clearly marked as such by Contractor. Unless otherwise specified in this Agreement, AURA or any organization that succeeds it as the Managing Organization may translate, duplicate, reproduce, distribute, and disclose in any manner and for any purpose all of such Proprietary Information.

Copyrightable Material. 12.1 The term "Subject Writing" refers to any copyrightable material which is produced by Contractor in the course of performing the Work under this Agreement or which otherwise arises out of the Work and which is either delivered to AURA or is distributed to any persons other than Contractor’s personnel and agents. Subject Writings include such items as reports, books, journal articles, software, databases, sound recordings, photographs, artwork, and videotapes. 12.2 Except as otherwise specified in this Agreement, the Contractor may own or permit others to own the copyright in all Subject Writings. Contractor agrees that if it or anyone else does own copyright in a Subject Writing, then for each Subject Writing: AURA, and any subsequent organization operating AURA, shall have nonexclusive, transferable, irrevocable, royalty- free license to exercise throughout the world all rights provided by copyright for research purposes. These licenses, however, will not include the right to sell copies of the copyrighted works to the public. 12.3 Contractor agrees to acquire, through written agreement or an employment relationship, the ability to comply with the requirements of the preceding paragraphs. The Contractor further agrees that any transfer of copyright or any other rights to a Subject Writing, by it or anyone whom it has allowed to own such rights, will be made subject to the requirements of this section. 12.4 Any and all Information furnished to Contractor by or on behalf of AURA shall remain the sole property of AURA and shall be used by Contractor only in connection with Contractor's performance of Work under this Agreement. Contractor shall not, without the prior express written consent of AURA, disclose or reveal such Information or any portion thereof to any person not employed by Contractor in performance under this Agreement (except designated authorized representatives of AURA) or utilize such Information for any purpose other than such performance; provided, however, that such restriction on disclosure shall not apply to Information which: (1) . was or becomes part of the public domain otherwise than through any act or omission on the part of Contractor;. (2) . was alreadyin already in the possession of the Contractor at the time of its receipt of such Information without any restrictions on disclosure; or (3) . was acquired by Contractor from a third party (other than from a representative of AURA) without any undertaking of confidentiality imposed on or by the disclosing party. Contractor shall take all precautions reasonably precautionsreasonably desirable and necessary to safeguard the Information and comply with the provisions of the preceding sentence. Upon the earlier of termination of this Agreement for any reason, or as requested by AURA at any time, Contractor shall promptly deliver all Information to AURA that has been provided to Contractor by or on behalf of AURA. 12.5 Subject to the provisions of Section 5.2, below, Contractor may retain the entire right, title, and interest of any and all Information first developed, acquired, or produced by Contractor related to the Work or this Agreement, including design documents developed as part of the project; provided, however, that with respect to any Information in which Contractor retains title: (1) . AURA, or any organization that succeeds it as the Managing Organization, shall have a nonexclusive, non-transferable, irrevocable, paid-up license to use or have used on their behalf, for all purposes throughout the world, ,and (2) . each of the Parties shall have a non-exclusive, non-transferable, irrevocable, paid-up license to use or have used on their behalf such Information throughout the world for research purposes. AURA, any organization that succeeds it as the Managing Organization, may translate, duplicate, reproduce, distribute, and disclose in any manner and for any purpose all of such Information. 12.6 Proprietary information acquired, developed, or produced by Contractor prior to the date of this Agreement that was not acquired, developed, or produced by Contractor for any purposes related to this project, shall not be deemed to be "Information" under this Agreement. To the extent that Contractor incorporates any Proprietary Information into the Work, Contractor hereby grants AURA a non-exclusive, non-transferable, irrevocable, paid-up license to use or have used on their behalf, for all purposes, such Proprietary Information throughout the world. Information shall only be considered “Proprietary Information" if it is clearly marked as such by Contractor. Unless otherwise specified in this Agreement, AURA or any organization that succeeds it as the Managing Organization may translate, duplicate, reproduce, distribute, and disclose in any manner and for any purpose all of such Proprietary Information.