Foreground Information and Background Information Clause Samples
The 'Foreground Information and Background Information' clause defines and distinguishes between information or intellectual property that is created during the course of a project (foreground) and that which existed prior to the project (background). In practice, this clause clarifies ownership rights, usage permissions, and obligations regarding both types of information, often specifying that background information remains the property of the original owner while foreground information may be jointly owned or assigned according to the agreement. Its core function is to prevent disputes by clearly allocating rights and responsibilities over pre-existing and newly developed materials, ensuring all parties understand how each type of information can be used and shared.
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Foreground Information and Background Information. Rights of Use and to Perform R&D Activities Outside the Domain.
(a) License to Foreground Information outside the Domain [*****] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
Foreground Information and Background Information. Rights of Use and to Perform R&D Activities Within the Domain. Prior to the formation of the JV, or at the latest until 28th February 2018, neither Joint Owner will engage in performing R&D Activities relating to, Direct Use of, or Indirect Use of the Foreground Information, within the Domain without the approval of the other Joint Owner.
(a) During the Term of the JV.
(i) Direct Use of/ R&D Activities relating to the Foreground Information. During the term of the JV, neither Joint Owner will engage in R&D Activities or Direct Use of the Foreground Information within the Domain outside the JV, except for Non-Joint Projects as described in Section 7 of this Agreement. The JV, once formed, shall have the exclusive right to engage in R&D Activities relating to and Direct Use of the Foreground Information within the Domain, except for Non-Joint Projects. Accordingly, each Joint Owner shall grant the JV an exclusive license to the Foreground Information in accordance with the IP Annex and the R&D Services Agreements. Each Joint Owner shall grant the JV a non-exclusive license to its Background Information Needed for the Direct Use of the Foreground Information by the JV in accordance with the R&D Services Agreements.
Foreground Information and Background Information. Rights of Use and to Perform R&D Activities Outside the Domain.
(a) License to Foreground Information outside the Domain Subject to the exception set forth in Section 5.6(b) below, before formation of the JV and during the term of the JV, each Joint Owner is free to non-exclusively conduct R&D Activities, Use Foreground Information, and use Foreground Information for whatever purposes outside the Domain without approval of or paying compensation to the other Joint Owner, subject to the restrictions set forth in Section 5.6(b). Such provisions shall survive the term of the JV. Conduct of R&D Activities, Use of Foreground Information, and use of Foreground Information for whatever purposes outside the Domain on an exclusive basis is subject to the written prior express approval of the other Joint Owner, which shall not be unreasonably withheld. For civil maritime and naval applications, each Joint Owner shall request written prior express approval for any use (including but not limited to Use and R&D Activities) of the Foreground Information by the other Joint Owner, who shall give or not its approval at its sole discretion within a month after receiving the request. [*****] Portions of this exhibit have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
(b) License to Foreground and Background Information other than for the Innovative Fuel Product For the avoidance of doubt, any Use of, or use for whatever purposes of, or performance of R&D Activities involving the Foreground Information, for any purpose or products other than the Innovative Fuel Product or conducting R&D Activities relating to the Innovative Fuel Product, even for types of reactors identified in the definition of the Domain of the JV, is deemed to be outside the Domain. This specific use for types of reactors in the Domain of the JV has a specific license regime:
(i) During the Term of this Agreement, outside the Domain and only for types of reactors in the Domain of the JV for purposes or products other than the Innovative Fuel Product, AREVA NP shall have the exclusive worldwide right to Use the Foreground Information, perform R&D Activities relating to the Foreground Information, and use the Foreground Information for whatever purposes; provided, however, that for such Use, performance of R&D Activities, or use, AREVA NP shall (i) inform in writing, (ii) negotiate a license agreement in good fa...