Common use of Exploitation of Intellectual Property Clause in Contracts

Exploitation of Intellectual Property. The Contractor shall inform the Authority of any Arising Intellectual Property, Data, results, outcomes or conclusions which is created in performing the Services which are capable of exploitation whether patentable or not. The Contractor shall, as appropriate, devise, publish, implement and maintain procedures for the management of Arising Intellectual Property and in particular, but without limitation, shall use its best endeavours to ensure that: the Data which constitutes Arising Intellectual Property is identified, recorded and carefully distinguished from the outputs of other research; prior to any publication of materials created in the course of performing the Services, patentable inventions comprised within the Arising Intellectual Property are identified, duly considered for patentability and, where it is reasonable so to do, patent applications in respect thereof are filed at the British or European Patent Office; and all such patent applications are diligently executed having regard to all relevant circumstances. The Contractor shall permit the Authority to monitor the operation and effectiveness of the Contractor’s procedures for the management of Intellectual Property Rights in such a way as the Authority considers reasonably necessary. Consistent with the good management of Intellectual Property Rights and the continued agreement of the Authority, the Contractor shall use its best endeavours to: promote the dissemination of the Arising Intellectual Property; and once the contractor has performed the Services to the satisfaction of the Authority, exploit commercially any Arising Intellectual Property to generate either capital or revenue or both. If, within three years of its creation, any Arising Intellectual Property has not been commercially exploited by the Contractor the Contractor shall if requested by the Authority assign the Arising Intellectual Property to the Authority. The Contractor shall not transfer ownership of the Arising Intellectual Property without the consent of the Authority. The Authority may, at its absolute discretion, require the Contractor to licence the Arising Intellectual Property to third parties nominated by the Authority. Should the Authority choose to exercise its discretion under this clause, it will notify the Contractor in accordance with clause 3.

Exploitation of Intellectual Property. The Contractor For the purposes of this clause 12 the following definitions shall inform have the Authority of any following meanings: ‘Arising Intellectual Property, Data, results, outcomes or conclusions ’ means any Intellectual Property which is created generated or first reduced to practice by CP Staff during or arising from the period of their secondment at the University. ‘Unfettered Background Intellectual Property’ means any Intellectual Property excluding Arising Intellectual Property owned or controlled by either the Trust or by the University which the owning Party is free to use and contributes or uses in performing the Services which are capable course of exploitation whether patentable or notdeveloping Arising Intellectual Property. specifications, formulae, improvements, discoveries, know-how, data, processes, methods, techniques and the intellectual property rights therein, including but not limited to, patents, copyrights, database rights, design rights (registered and unregistered), trademarks, trade names and service marks, applications for any of the above. 12.1 Arising Intellectual Property remains the property of the Trust. 12.2 Arising Intellectual Property shall be declared in writing (including by email) to the Secretary of the University by the CP Staff concerned. The Contractor shall, as appropriate, devise, publish, implement and maintain procedures for University shall at its sole discretion determine whether or not it wishes to exploit the management of Arising Intellectual Property and shall communicate its decision in particular, but without limitation, shall use its best endeavours writing both to ensure that: the Data which constitutes Trust using the address given under Clause 9.1 and to the CP Staff within 30 days of the date of the declaration. 12.3 If the University decides to exploit Arising Intellectual Property is identified, recorded and carefully distinguished if income arises from the outputs exploitation the University shall first deduct any third party costs (including the costs of other research; prior to patent registration and professional advice) as well as its travel and subsistence costs if any publication of materials created directly incurred in the course of performing the Services, patentable inventions comprised within the Arising Intellectual Property are identified, duly considered for patentability and, where it is reasonable so to do, patent applications in respect thereof are filed at the British or European Patent Office; marketing and all such patent applications are diligently executed having regard to all relevant circumstances. The Contractor shall permit the Authority to monitor the operation and effectiveness of the Contractor’s procedures for the management of Intellectual Property Rights in such a way as the Authority considers reasonably necessary. Consistent with the good management of Intellectual Property Rights and the continued agreement of the Authority, the Contractor shall use its best endeavours to: promote the dissemination of the Arising Intellectual Property; and once the contractor has performed the Services to the satisfaction of the Authority, exploit commercially any Arising Intellectual Property to generate either capital or revenue or both. If, within three years of its creation, any Arising Intellectual Property has not been commercially exploited by the Contractor the Contractor shall if requested by the Authority assign the Arising Intellectual Property to the Authority. The Contractor shall not transfer ownership developing of the Arising Intellectual Property without the consent of the Authority(referred to herein as “Deductible Costs”). The Authority may, at its absolute discretion, require remaining net income shall be shared in equal proportion between the Contractor Trust and the University. 12.4 Upon request the University shall provide the Trust with receipts evidencing Deductible Costs incurred. 12.5 If the University decides not to licence exploit the Arising Intellectual Property then upon receipt of its written decision the Trust shall determine within 30 days whether or not it wishes to third parties nominated by exploit the AuthorityArising Intellectual Property at its own risk and cost. Should The Trust shall inform the Authority choose Secretary of the University in writing of its decision. 12.6 If the Trust decides not to exercise exploit the Arising Intellectual Property then the University shall be free at its discretion to advertise it as being free for use on its web site ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇.▇▇/researchenterprise/property.htm. 12.7 The contribution of CP Staff and the Trust shall be specifically referenced in the materials placed on the web site. 12.8 If in the reasonable opinion of the exploiting Party acting under this clause, it will notify the Contractor in accordance with clause 3.either Clause 12.3 or

Exploitation of Intellectual Property. (1) The Contractor shall inform the Authority of any Arising Intellectual Property, Data, results, outcomes or conclusions which is created in performing the Services which are capable of exploitation whether patentable or not. . (2) The Contractor shall, as appropriate, devise, publish, implement and maintain procedures for the management of Arising Intellectual Property and in particular, but without limitation, shall use its best endeavours to ensure that: : a) the Data which constitutes Arising Intellectual Property is identified, recorded and carefully distinguished from the outputs of other research; ; b) prior to any publication of materials created in the course of performing the Services, patentable inventions comprised within the Arising Intellectual Property are identified, duly considered for patentability and, where it is reasonable so to do, patent applications in respect thereof are filed at the British or European Patent Office; and and c) all such patent applications are diligently executed having regard to all relevant circumstances. . (3) The Contractor shall permit the Authority to monitor the operation and effectiveness of the Contractor’s procedures for the management of Intellectual Property Rights in such a way as the Authority considers reasonably necessary. . (4) Consistent with the good management of Intellectual Property Rights and the continued agreement of the Authority, the Contractor shall use its best endeavours to: : a. promote the dissemination of the Arising Intellectual Property; and and b. once the contractor has performed the Services to the satisfaction of the Authority, exploit commercially any Arising Intellectual Property to generate either capital or revenue or both. . (5) If, within three years of its creation, any Arising Intellectual Property has not been commercially exploited by the Contractor the Contractor shall if requested by the Authority assign the Arising Intellectual Property to the Authority. . (6) The Contractor shall not transfer ownership of the Arising Intellectual Property without the consent of the Authority. . (7) The Authority may, at its absolute discretion, require the Contractor to licence the Arising Intellectual Property to third parties nominated by the Authority. Should the Authority choose to exercise its discretion under this clause, it will notify the Contractor in accordance with clause 3.

Exploitation of Intellectual Property. (1) The Contractor shall inform the Authority of any Arising Intellectual Property, Data, results, outcomes or conclusions which is are created in performing the Services and which are capable of exploitation whether patentable or not. . (2) The Contractor shall, as appropriate, devise, publish, implement and maintain procedures for the management of Arising Intellectual Property and in particular, but without limitation, shall use its best endeavours to ensure that: : a) the Data which constitutes Arising Intellectual Property is identified, recorded and carefully distinguished from the outputs of other research; ; b) prior to any publication of materials created in the course of performing the Services, patentable inventions comprised within the Arising Intellectual Property are identified, duly considered for patentability and, where it is reasonable so to do, patent applications in respect thereof are filed at the British or European Patent Office; and and c) all such patent applications are diligently executed having regard to all relevant circumstances. . (3) The Contractor shall permit the Authority to monitor the operation and effectiveness of the Contractor’s procedures for the management of Intellectual Property Rights in such a way as the Authority considers reasonably necessary. . (4) Consistent with the good management of Intellectual Property Rights and the continued agreement of the Authority, the Contractor shall use its best endeavours to: : a. promote the dissemination of the Arising Intellectual Property; and and b. once the contractor Contractor has performed the Services to the satisfaction of the Authority, exploit commercially Commercially Exploit any Arising Intellectual Property to generate either capital or revenue or both. . (5) If, within three years of its creation, any Arising Intellectual Property has not been commercially exploited by the Contractor the Contractor shall if requested by the Authority assign the Arising Intellectual Property to the Authority. . (6) The Contractor shall not transfer ownership of the Arising Intellectual Property without the consent of the Authority. . (7) The Authority may, at its absolute discretion, require the Contractor to licence the Arising Intellectual Property to third parties nominated by the Authority. Should the Authority choose to exercise its discretion under this clause, it will notify the Contractor in accordance with clause 3.