Common use of Intellectual Property and Developments Clause in Contracts

Intellectual Property and Developments. The following shall apply to RBC Developments that are conceived after expiration or termination of, or are otherwise not covered by, the JDA: (a) “RBC Developments” are all analyses, specifications, proposals, reports or other information, data or documents (in raw, preliminary or final form) and all inventions, discoveries and improvements, whether or not patentable, conceived by RBC, its employees and agents and resulting from the performance of RBC's obligations under this Agreement. RBC will promptly notify 3M of all RBC Developments and will (at 3M’s request) pursue protection of RBC Developments with patent or other intellectual property filings for RBC Developments throughout the world. (b) Nothing in this Agreement grants 3M or any of its affiliates rights to RBC Developments, except as follows: (i) if RBC, its employees or agents conceive of a RBC Development using 3M Confidential Information (which Confidential Information, if written, has been marked as confidential or proprietary, or, if disclosed orally or visually has been confirmed in writing as confidential or proprietary within thirty (30) days after the first disclosure), as shown by contemporaneous written records, RBC hereby grants to 3M or its designated affiliate a non-exclusive, fully paid-up, permanent, transferable, royalty-free license, with the right to sublicense, to make, have made, import, use, offer for sale and sell any product using that RBC Development; and (ii) if 3M provides payment or other consideration to RBC to create a RBC Development and the Parties acknowledge that consideration and its purpose in writing, RBC hereby agrees to grant to 3M or its designated affiliate a license as provided under article 23 to all rights and interests in that RBC Development.