DEVELOPMENT AND EMBEDDED BACKGROUND TECHNOLOGY LICENSES Clause Samples
The 'Development and Embedded Background Technology Licenses' clause defines the permissions granted for using pre-existing technologies or intellectual property that are incorporated into new developments under the agreement. This clause typically specifies the scope of the license, such as whether it is limited to certain fields, products, or timeframes, and may clarify whether sublicensing or modification is permitted. Its core function is to ensure that both parties have clear rights to use necessary background technology, thereby preventing future disputes over intellectual property ownership and usage during and after the development process.
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DEVELOPMENT AND EMBEDDED BACKGROUND TECHNOLOGY LICENSES. SGI hereby grants to Company, and Company hereby accepts, (i) a nontransferable, royalty- free temporary license to use the Licensed Background Technology only to the extent necessary to permit Company to participate in the Development Plan and only for so long as the parties are developing the Developed Technology pursuant to the Development Plan, and (ii) a worldwide, royalty-bearing license to use the Licensed Background Technology only to the extent specifically implemented in the Developed Technology for purposes of the design, manufacture, use, sale and distribution of Company Products. Except as specifically provided in this Agreement, nothing in this Agreement shall authorize or entitle Company to manufacture any products using the Background Technology, and no implied licenses to use or to sublicense the Background Technology are granted under this Agreement by implication, estoppel or otherwise. Subject to the written agreement of Company and SGI on the compensation payable by Company to SGI, Company shall also have the right to acquire from SGI a nonexclusive license to use the Licensed Background Technology in connection with the design, manufacture, use and sale of Theme Park Application Systems.