Common use of Customer Improvements Clause in Contracts

Customer Improvements. All improvements to the Dry HPC Technology derived from, based on, or invented in whole or in part through Customer’s use of the Dry Workflow pursuant to this Agreement or using the Dry Workflow purchased herein, whether a Customer Improvement or not. and all Intellectual Property Rights therein, shall be owned by IM and if initially conceived, reduced to practice or developed by Customer (whether or not implemented by IM as set forth in Section 4.9.1), shall be assigned to IM as set forth in Section 4.2. IM hereby grants a non-exclusive. royalty-free license (i.e., IM shall not increase the HPC Site License or HPC Enabled Software License due to the implementation or use of such Improvement) to Customer to use any Improvement (other than an IM Improvement) on or with any Dry Workflow for which Customer continues to pay the HPC Site License fee and continues to license the HPC-Enabled Informatics Software. Notwithstanding the foregoing, no license to Customer to use Dry HPC Technology beyond the term or beyond the scope of any license granted to Customer to use Dry HPC Technology is intended or granted by the preceding sentence. Any notification of a proposed Customer Improvement shall comply with the procedure set forth in Section 4.9.2, below. Notwithstanding the foregoing, if IM wishes to commercialize any non-obvious Customer Improvement for sale to third parties, IM shall first negotiate with Customer in good faith to agree upon reasonable compensation to Customer in view of the contribution of the Customer Improvement to the value of the Dry Workflow or a component thereof. If the Parties cannot agree on such compensation then they shall follow the provisions of Section 4.9.3.