Developments and Improvements Clause Samples

Developments and Improvements. (a) If during the Term hereof, Licensor shall develop or obtain new or derivative rights or make or acquire any new developments, improvements or modifications to the Property or the Compound (the “Licensor’s Improvements”) relating to the Purposes, Licensor shall promptly advise Licensee of any and all information concerning the Licensor’s Improvements. The Licensor’s Improvements relating to the Purposes shall be deemed to be included in the licenses granted herein by Licensor to Licensee; provided, however, that the Licensor’s Improvements shall be and remain the exclusive property of Licensor. (b) If during the Term hereof, Licensee shall develop or obtain new rights or make or acquire any new developments, improvements or modifications relating to the Purposes to (i) the Property or the Compound, all of such improvements shall be owned by Licensee; and (ii) the Products, all of such improvements shall be owned by Licensee. Licensee shall also own all right, title and interest in any trademarks and copyrights developed by Licensee for use on the Products. Licensee shall not have any ownership rights to the formula for the Compound. (c) Notwithstanding anything to the contrary contained herein, Licensee may, in its sole discretion, decide whether or not to use any of the Trademarks on any of the Products or whether to use another trademark.

Developments and Improvements. Company shall disclose and license on a non-exclusive basis to Contractor, solely for the purposes of Contractor's performance under this Agreement, all of its Improvements to the Products that come into existence for the assembly, packaging or testing of the Products that are not subject to contractual restrictions on disclosure with third parties. Likewise, Contractor shall disclose and license on a non- exclusive basis to Company, solely for the purposes of Company's performance under this Agreement, all of its Improvements to the Products.

Developments and Improvements. All right, title and interest, including all rights under all copyright, patent and other intellectual property laws, in and to any developments, additions or improvements to the Software or the WeBill Technology arising from VAR providing Services shall vest exclusively in WeBill and the VAR shall take all steps and sign all documents (upon demand) to give effect to the provisions of this clause.

Developments and Improvements. 5.1 If during the term of this Agreement, Licensor shall develop new improvements and/or additional know-how pertaining to DWDM or POF, Licensor shall forth with supply Licensee with complete details thereof. Licensee shall have a period of thirty (30) days from the receipt of such details to notify Licensor in writing of its intentions to obtain a license for the use of such improvements and/or Know-how. Failure to respond shall be deemed a refusal. The parties agree to negotiate in good faith the terms and conditions of such licence. Licensor agrees not to disclose such details until the first of: i) termination of licence DWDM/POF Licence Agreement Page 6 -------------------------------------------------------------------------------- negotiations or ii) six (6) months have elapsed since the date on which the details where disclosed to Licensee. 5.2 If during the term of this Agreement, Licensee shall develop independently new improvements to the Product and/or additional know-how pertaining to the design, manufacture, production or use of the Product, Licensee shall supply Licensor with complete details thereof including details relating to all intellectual property rights and any other rights relating to same. Licensee shall be the sole owner of all of the above. Licensor as well as Ecole Polytechnique shall have a perpetual paid-up non-exclusive license to use such improvements for the purposes set forth in section 2.3 once adequate patent protection is filed for.

Developments and Improvements. Axia shall have no obligation to make improvements to the Livewire Functionality, or to incorporate any Developments into the Technology. In the event that Axia shall conceive of any Development that Axia determines to incorporate into the Technology, Axia shall disclose such Development to Licensee, and such Development shall thereafter be deemed part of the Technology licensed pursuant to this Agreement.

Developments and Improvements. 5.1 Licensor acknowledges that Licensee will continue to develop, add to, enhance, improve or otherwise modify the Licensed Material for the Target Market and agrees that Licensee shall be the sole and absolute owner of: (i) all enhancements, additions, improvements, developments, additions or other modifications to any of the Licensed Material (including, without limitation, derivative software); and (ii) all new software, inventions, technologies, know- how, trade-secrets, processes and other developments, whether or not relating to the Subject Matter of this Agreement (collectively, the "New Technologies"). Licensor shall cooperate fully and assist Licensee in obtaining, at Licensee's expense, all patents, copyrights, industrial designs, trade marks and other intellectual property registrations with respect to the New Technologies. 5.2 In the event that Licensor develops any enhancements, improvements, additions, modifications or other improvements relating to: (i) any of the Licensed Material (including, without limitation, any Update or Upgrade) relating to the Subject Matter of this Agreement or intended for the Target Market, or (ii) the Subject Matter of this Agreement, or intended for the Target Market, then Licensor shall immediately furnish Licensee with complete details thereof in order that Licensee may determine whether it would be interested in using any or further developing any of same for the Target Market. All patents, copyrights, technical data and know-how resulting therefrom shall be deemed licensed to Licensee hereunder exclusively for applications in the Target Market, without any additional compensation therefor. 5.3 In the event that Licensor gives Licensee written notice of its intent to: 5.3.1 license, otherwise commercialize or sell to any third Person any of the New Technologies exclusively for applications for Other Markets, Licensee shall appoint Licensor as its agent for the purpose of licensing, otherwise commercializing or selling the New Technologies, on Licensee's behalf, to third Persons exclusively for applications in such Other Markets, upon such terms and conditions as may be mutually agreed upon between Licensor and Licensee (including, without limitation, the payment by Licensee of a reasonable commission to Licensor in the event that Licensee enters into a transaction relating to any of the New Technologies for Other Markets with any third Person introduced to it by Licensor during the term hereof). Licensor ackn...

Developments and Improvements. If at any time during the term of this Agreement, Licensor or Mr. Mardikian develops or d▇▇▇▇▇▇▇▇ ▇ ▇▇velopment on Watercraft, the Licensor or Mr. Mardikian, as applicabl▇, ▇▇▇▇▇ ▇▇▇ediately disclose such Development to the Licensee. In connection with such disclosure, the Licensor shall furnish the Licensee all relevant information and documentation pertaining to such Development. The Licensee shall pay the Licensor royalties for use of such Development according to the schedule set forth in Section 2 above. The Licensor shall retain the sole and exclusive right, title and interest in and to such Development and the Licensee is not in default of royalty payments under this agreement, however, the Licensee shall retain the rights granted by this License to use such Development during the Term, under the terms of this Agreement.

Developments and Improvements. (i) If the Licensor makes any further improvements or enhancements any Technology, or becomes the owner of any new improvements or enhancements to any relevant Technology, then Licensor shall communicate such improvements to Licensee, and such improvements shall be automatically included within the definition of Technology herein and subject to the License grant hereof. (ii) If the Licensee makes any improvements or enhancements to any Technology, or becomes the owner of any new improvements or enhancements to the Technology, then Licensee shall communicate such improvements to Licensor, and such improvements shall be automatically included within the definition of Technology herein and subject to the License grant hereof; provided, however, that Licensor shall retain sole ownership of all such developments and improvements.

Developments and Improvements. 6.1 LICENSEE hereby agrees to notify the LICENSOR promptly of any improvement to the PATENTS within the scope of this Agreement, which it may develop or which may be brought to its attention. It is understood that any improvement ("IMPROVEMENT") to the PATENTS developed by LICENSEE or its allowed sub-contractors or sub-licensee during the term of this Agreement shall be owned exclusively by LICENSOR and details thereof and same shall automatically be included under the terms of the License granted by this Agreement. To the extent that any part of the IMPROVEMENTS is not construed to be the exclusive property of LICENSOR, LICENSEE, on its behalf, on behalf of its employees and any others used by LICENSEE, hereby irrevocably assigns to LICENSOR all rights, title and interests to all such part of the IMPROVEMENTS and hereby irrevocably waives all moral rights in all such part of the IMPROVEMENTS and hereby agrees to obtain specific assignments from its employees and any others used by it to give full force and effect to the foregoing. LICENSEE hereby agrees to do all things necessary to enable LICENSOR to secure patents, copyrights and other rights relating to the IMPROVEMENTS, including, without limitation, the execution of a specific assignment of title to any part of the IMPROVEMENTS to LICENSOR.