Technical changes. 3.1 The Partner shall propose technical changes to Daimler as soon as the Partner becomes aware that technical changes are necessary or conducive to the intended development result. 3.2 Daimler may request technical changes of the Contractual System at any time. The Partner is obliged to implement such changes without undue delay. The Partner may object to the change request where implementation of the change would be unreasonable. 3.3 If a change or adjustment of the Development Contract becomes necessary due to a technical change, in particular - but not limited to – with regard to an increase or a reduction in costs, the Contractual Partners will seek an appropriate and mutually acceptable solution. As far as such changes result in an increase or a reduction in costs, an assignment by Daimler, if any, must be made compulsively by Daimlers’ purchase department. 3.4 The Partner shall document all changes in a parts log. 4.1 The Partner shall transfer to Daimler all of the results (inter alia know- how, experimental and development reports, suggestions, ideas, drafts, designs, drawings, proposals, patterns, models, software including source code, data sets, CAD including history etc.), hereafter referred to as the “Work Results”, achieved or used by it within the scope of the Development Contract, with a right to the joint unrestricted use which shall be settled by the agreed remuneration. All the Work Results shall be provided without the Partner’s copyright or other mark. Insofar as these results are protected by the Partner’s copyright, the Partner hereby grants Daimler the non-exclusive, irrevocable and assignable right which is settled by the agreed remuneration, without restriction as to time, location or content, to use, modify or process any of these results for the purpose of any type of use. With regard to the drawings transferred by the Partner to Daimler within the framework of this collaboration, the Partner also irrevocably declares its consent to the disclosure by Daimler of these drawings to third parties in paper format or as electronic data, e.g. within the framework of a call for tenders. 4.2 The Partner shall provide information on its existing intellectual property rights and on any rights capable of protection at the time of the conclusion of the Development Contract (hereinafter referred to as “Old Intellectual Property Rights”) where such rights are capable of use with regard to the Contractual System. Should the use of Old Intellectual Property Rights be required within the context of the exploitation of the Contractual System, including the manufacture of replacement parts, Daimler is hereby granted a non-exclusive, sub-licensable right of use which is settled by the agreed remuneration, without restriction as to time and location, for any kind of usage for any products, processes or services of Daimler which shall encompass the use of such rights for the purpose of production and further development by Daimler or by third parties on behalf of Daimler. 4.3 Should work results capable of protection be achieved during the work performed within the scope of the respective Development Contract (hereinafter referred to as “New Intellectual Property Rights”) they shall be credited to the Contractual Partner whose employees achieved these work results. The Contractual Partners shall each be responsible for rewarding the inventiveness of their own employees. 4.4 The Partner shall examine whether its work results are capable of protection and shall inform Daimler of its conclusion in writing. Concerning the Partner’s New Intellectual Property Rights, Daimler shall be granted a non-exclusive, sub-licensable right of use for any kind of usage for any products, processes or services of Daimler which is settled by the agreed remuneration without restriction as to time and location and which shall encompass the use of such rights for the purpose of production and further development by Daimler or by third parties on behalf of Daimler. This rule shall also apply to the intellectual property rights of such third parties that are used as subcontractors by the Partner within the framework of the work performed by it under the respective Development Contract. In such cases the Partner shall procure to Daimler a corresponding right of use of these intellectual property rights which is settled by the agreed remuneration. 4.5 Should work results, be achieved based on both Partner’s and Daimler’s contribution in the course of the services to be rendered under the respective Development Contract, the work results shall belong to both Contractual Partners (hereinafter “Joint Work Results”). Should the Joint Work Results be capable of protection, the resulting rights shall be jointly registered (hereinafter “Joint Intellectual Property Rights”). Should one the part of Daimler an affiliated company (§15 of the German Stock Corporation Act (AktG)) be Contractual Partner, the intellectual property right may be jointly registered by Daimler AG and the Partner. The resulting costs shall be shared by the Contractual Partners in proportion to their respective shares in the Joint Intellectual Property Rights; in cases of doubt each Contractual Partner shall bear half the costs. 4.6 The Contractual Partners shall mutually grant each other a non- exclusive, sub-licensable right of use of the Joint Work Results which is settled with the agreed remuneration without restriction as to time and location which shall encompass the use of such rights for the purpose of production and further development by the Contractual Partners or by third parties on behalf of the Contractual Partners. 4.7 The grant of a license for Joint Intellectual Property Rights to a third party, if any, shall – in the absence of a contrary agreement – be made jointly or with the consent of the other Contractual Partner. 4.8 If one Contractual Partner is not interested in registering a Joint Intellectual Property Right or does not wish to pursue the registration of a Joint Intellectual Property Right or wishes to surrender a Joint Intellectual Property Right it shall facilitate the registration, or the continuation of a registration or an intellectual property right, by the other Contractual Partner in the other Contractual Partner’s own name and at the other Contractual Partner’s own expense. The surrendering Contractual Partner shall retain a simple right of use which is settled by the agreed remuneration. 4.9 Notwithstanding the provisions of Section 4.4 the Partner shall produce through its development work a Contractual System free of third party rights (including, inter alia, patent rights, utility patent rights, copyrights, design rights, trademark rights or any other rights with regard to intellectual property). If the Partner does not succeed in doing so, it shall endeavor to ensure that the development results can be used by Daimler in the same way as would have been possible if they had been free of third party rights, i.e. in cases where there are third party rights, the Partner shall pay the corresponding royalties to third parties. If Daimler suffers a loss as a consequence of the existence of third party rights, the Partner shall pay compensation in respect of same – including reasonable legal fees and expenses. Sentences 2 and 3 of this Section 4.9 shall not apply if the Partner is not responsible for the violation of the obligation to achieve a Contractual System free of third party rights. If the Partner knows or becomes aware of third party rights in opposition to the Contractual System it shall in any case notify Daimler without delay. 4.10 All rights of use granted to Daimler under Section 4 shall also encompass a corresponding usage by affiliated companies (§15 of the German Stock Corporation Act (AktG)) of Daimler AG as well as by companies in which Daimler AG directly or indirectly holds at least 50 % of the shares, furthermore by the following minority participation of Daimler AG: Beijing Benz Automotive Co., Ltd., ▇▇. ▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Development Area (BDA), Beijing, 100176, China (People’s Republic). This does also encompass the corresponding usage by third parties on behalf of the aforementioned beneficiaries. “Corresponding usage” shall encompass any kind of usage for any products, processes or services of the aforementioned beneficiaries. 4.11 All rights of use granted to Daimler under Section 4 shall also encompass a corresponding usage by cooperation partners (Automotive Manufacturers) of Daimler Group (Daimler AG and/or affiliated companies (§ 15 of the German Stock Corporation Act (AktG) of Daimler AG) regarding products, processes or services that have been or will be developed in the framework of a cooperation project with Daimler which totally or partially includes the Contractual System.
Appears in 3 contracts
Sources: Development Contract, Development Contract, Development Contract
Technical changes. 3.1 The Partner shall propose technical changes to Daimler as soon as the Partner becomes aware that technical changes are necessary or conducive to the intended development result.
3.2 Daimler may request technical changes of the Contractual System at any time. The Partner is obliged to implement such changes without undue delay. The Partner may object to the change request where implementation of the change would be unreasonable.
3.3 If a change or adjustment of the Development Contract becomes necessary due to a technical change, in particular - but not limited to – with regard to an increase or a reduction in costs, the Contractual Partners will seek an appropriate and mutually acceptable solution. As far as such changes result in an increase or a reduction in costs, an assignment by Daimler, if any, must be made compulsively by Daimlers’ purchase department.
3.4 The Partner shall document all changes in a parts log.
4.1 The Partner shall transfer to Daimler all of the results (inter alia know- how, experimental and development reports, suggestions, ideas, drafts, designs, drawings, proposals, patterns, models, software including source code, data sets, CAD including history etc.), hereafter referred to as the “Work Results”, achieved or used by it within the scope framework of the Development Contract, with a right to the joint unrestricted use which shall be settled by the agreed remuneration. All the Work Results shall be provided without the Partner’s copyright or other mark. Insofar as these results are protected by the Partner’s copyright, the Partner hereby grants Daimler the non-exclusive, irrevocable and assignable right which is settled by the agreed remuneration, without restriction as to time, location or content, to use, modify or process any of these results for the purpose of any type of use. With regard to the drawings transferred by the Partner to Daimler within the framework of this collaboration, the Partner also irrevocably declares its consent to the disclosure by Daimler of these drawings to third parties in paper format or as electronic data, e.g. within the framework of a call for tenders.
4.2 The Partner shall provide information on its existing intellectual property rights and on any rights capable of protection at the time of the conclusion of the Development Contract (hereinafter referred to as “Old Intellectual Property Rights”) where such rights are capable of use with regard to the Contractual System. Should the use of Old Intellectual Property Rights be required within the context of the exploitation of the Contractual System, including the manufacture of replacement parts, Daimler is hereby granted a non-exclusive, sub-licensable right of use which is settled by the agreed remuneration, without restriction as to time and location, for any kind of usage for any products, processes or services of Daimler which shall encompass the use of such rights for the purpose of production and further development by Daimler or by third parties on behalf of Daimler.
4.3 Should If work results capable of protection be are achieved during the work performed within the scope of the respective Development Contract (hereinafter referred to as “New Intellectual Property Rights”) they shall be credited to the Contractual Partner whose employees achieved these work results. The Contractual Partners shall each be responsible for rewarding the inventiveness of their own employees.
4.4 The Partner shall examine whether its work results are capable of protection and shall inform Daimler of its conclusion in writing. Concerning the Partner’s New Intellectual Property Rights, Daimler shall be granted a non-exclusive, sub-licensable right of use for any kind of usage for any products, processes or services of Daimler which is settled by the agreed remuneration without restriction as to time and location and which shall encompass the use of such rights for the purpose of production and further development by Daimler or by third parties on behalf of Daimler. This rule shall also apply to the intellectual property rights of such third parties that are used as subcontractors by the Partner within the framework of the work performed by it under the respective Development Contract. In such cases the Partner shall procure to Daimler a corresponding right of use of these intellectual property rights which is settled by the agreed remuneration.
4.5 Should work results, be achieved based on both Partner’s and Daimler’s contribution in the course of the services to be rendered under the respective Development Contract, the Partner shall inform Daimler without delay about such work results and shall belong obtain Daimler's decision as to both Contractual Partners (hereinafter “Joint Work Results”)whether or not to register them. Should If, within three months of receipt of this notification, Daimler decides in favour of registration, Daimler shall be entitled to register the Joint Work Results be work result capable of protection, the resulting rights shall be jointly registered (hereinafter “Joint Intellectual Property Rights”). Should one the part of Daimler protection in its own name and on its own account; insofar as an affiliated company (§15 of the German Stock Corporation Act (AktG)) be Contractual Partnerof Daimler AG is a contractual partner on the Daimler side, the intellectual property right may can also be jointly registered by with Daimler AG and AG. If Daimler decides in favour of registration, both the Partner. The resulting costs for the registration of the intellectual property right as well as the costs of maintaining the intellectual property right or the registration, shall be shared covered by Daimler. If Daimler decides against registration and confers the Contractual Partners conveyed work results capable of protection in proportion to their respective shares in writing, the Joint Intellectual Property Rights; in cases of doubt each Contractual Partner shall bear half may pursue the costs.
4.6 The Contractual Partners shall mutually grant each other registration at its own expense. In that event, however, Daimler is still granted a non- non-exclusive, sub-licensable right of use of the Joint Work Results which is settled with the agreed remuneration without restriction as to time and location which shall encompass the use of such rights for the purpose of production and further development by the Contractual Partners or by third parties on behalf of the Contractual Partners.
4.7 The grant of a license for Joint Intellectual Property Rights to a third party, if any, shall – in the absence of a contrary agreement – be made jointly or with the consent of the other Contractual Partner.
4.8 If one Contractual Partner is not interested in registering a Joint Intellectual Property Right or does not wish to pursue the registration of a Joint Intellectual Property Right or wishes to surrender a Joint Intellectual Property Right it shall facilitate the registration, or the continuation of a registration or an intellectual property right, by the other Contractual Partner in the other Contractual Partner’s own name and at the other Contractual Partner’s own expense. The surrendering Contractual Partner shall retain a simple right of use which is settled by the agreed remunerationremuneration for any kind of usage for any products, processes or services of Daimler.
4.9 Notwithstanding 4.4 With regard to programs and documents, Daimler shall grant to the provisions Partner a non-exclusive, non-transferable right of Section 4.4 use of the transferred programs and documents which shall be restricted to the agreed period of use and geographically limited to the Partner’s place of business. Without prejudice to this right of use, Daimler shall retain all the rights to the programs and documents including the copies and partial copies made by the Partner. The Partner shall not disclose the programs and documents to third parties either in their original form or as complete or partial copies. Upon the expiry of the contractual term or the effective date of cancellation of a Development Contract, regardless of when these events occur, the Partner shall remove the contractual software (programs and documents) from its data-processing installations. The Partner may discharge this duty either by the return of the contractual software, including all copies and partial copies to Daimler, or by its destruction in such a manner that the possibility of reconstruction is excluded. The same applies to user documentation, literature and other materials. The Partner shall provide Daimler with evidence and written confirmation of any such destruction or return.
4.5 The Partner shall produce through its development work a Contractual System free of third party rights (including, inter alia, patent rights, utility patent rights, copyrights, design rights, trademark rights or any other rights with regard to intellectual property). If the Partner does not succeed in doing so, it shall endeavor to ensure that the development results can be used by Daimler in the same way as would have been possible if they had been free of third party rights, i.e. in cases where there are third party rights, the Partner shall pay the corresponding royalties to third parties. If Daimler suffers a loss as a consequence of the existence of third party rights, the Partner shall pay compensation in respect of same – including reasonable legal fees and expenses. Sentences 2 and 3 of this Section 4.9 4.5 shall not apply if the Partner is not responsible for the violation of the obligation to achieve a Contractual System free of third party rights. If the Partner knows or becomes aware of third party rights in opposition to the Contractual System System, it shall in any case notify Daimler without delay.
4.10 4.6 All rights of use granted to Daimler under Section 4 shall also encompass a corresponding usage by affiliated companies (§15 of the German Stock Corporation Act (AktG)) of Daimler AG as well as by companies in which Daimler AG directly or indirectly holds at least 50 % of the shares, furthermore by the following minority participation of Daimler AG: Beijing Benz Automotive Co., Ltd., ▇▇. ▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Development Area (BDA), Beijing, 100176, China (People’s Republic). This does also encompass the corresponding usage by third parties on behalf of the aforementioned beneficiaries. “Corresponding usage” shall encompass any kind of usage for any products, processes or services of the aforementioned beneficiaries.
4.11 4.7 All rights of use granted to Daimler under Section 4 shall also encompass a corresponding usage by cooperation partners (Automotive Manufacturers) of the Daimler Group (Daimler AG and/or affiliated companies (§ §15 of the German Stock Corporation Act (AktG) of Daimler AG)) regarding products, processes or services that have been or will be developed in the framework of a cooperation project with Daimler which totally or partially includes the Contractual System.
Appears in 2 contracts
Sources: Development Contract, Development Contract
Technical changes. 3.1 The Partner shall propose technical changes to Daimler cellcentric as soon as the Partner becomes aware that technical changes are necessary or conducive to the intended development result.
3.2 Daimler cellcentric may request technical changes of the Contractual System at any time. The Partner is obliged to implement such changes without undue delay. The Partner may object to the change request where implementation of the change would be unreasonable.
3.3 If a change or adjustment of the Development Contract becomes necessary due to a technical change, in particular - but not limited to – with regard to an increase or a reduction in costs, the Contractual Partners will seek an appropriate and mutually acceptable solution. As far as such changes result in an increase or a reduction in costs, an assignment by Daimlercellcentric, if any, must be made compulsively by Daimlers’ cellcentric’s purchase department.
3.4 The Partner shall document all changes in a parts log.
4.1 The Partner shall transfer to Daimler cellcentric all of the results (inter alia know- howknowhow, experimental and development reports, suggestions, ideas, drafts, designs, drawings, proposals, patterns, models, software including source code, data sets, CAD including history etc.), hereafter referred to as the “Work Results”, achieved or used by it within the scope framework of the Development Contract, with a right to the joint unrestricted use which shall be settled by the agreed remuneration. All the Work Results shall be provided without the Partner’s copyright or other mark. Insofar as these results are protected by the Partner’s copyright, the Partner hereby grants Daimler cellcentric the non-exclusive, irrevocable and assignable right which is settled by the agreed remuneration, without restriction as to time, location or content, to use, modify or process any of these results for the purpose of any type of use. With regard to the drawings transferred by the Partner to Daimler cellcentric within the framework of this collaboration, the Partner also irrevocably declares its consent to the disclosure by Daimler cellcentric of these drawings to third parties in paper format or as electronic data, e.g. within the framework of a call for tenders.
4.2 The Partner shall provide information on its existing intellectual property rights and on any rights capable of protection at the time of the conclusion of the Development Contract (hereinafter referred to as “Old Intellectual Property Rights”) where such rights are capable of use with regard to the Contractual System. Should the use of Old Intellectual Property Rights be required within the context of the exploitation of the Contractual System, including the manufacture of replacement parts, Daimler cellcentric is hereby granted a non-exclusive, sub-licensable right of use which is settled by the agreed remuneration, without restriction as to time and location, for any kind of usage for any products, processes or services of Daimler cellcentric which shall encompass the use of such rights for the purpose of production and further development by Daimler cellcentric or by third parties on behalf of Daimlercellcentric.
4.3 Should If work results capable of protection be are achieved during the work performed within the scope framework of the respective Development Contract (hereinafter referred Contract, the Partner shall inform cellcentric without delay about such work results and shall obtain cellcentric's decision as to as “New Intellectual Property Rights”) they whether or not to register them. If, within three months of receipt of this notification, cellcentric decides in favour of registration, cellcentric shall be credited entitled to register the Contractual Partner whose employees achieved these work results. The Contractual Partners shall each be responsible for rewarding the inventiveness of their own employees.
4.4 The Partner shall examine whether its work results are result capable of protection in its own name and on its own account; insofar as an affiliated company (§ 15 of the German Stock Corporation Act (AktG)) of cellcentric is a contractual partner on the cellcentric side, the intellectual property right can also be registered with cellcentric. If cellcentric decides in favour of registration, both the costs for the registration of the intellectual property right as well as the costs of maintaining the intellectual property right or the registration, shall inform Daimler be covered by cellcentric. If cellcentric decides against registration and confers the conveyed work results capable of its conclusion protection in writing, the Partner may pursue the registration at its own expense. Concerning the Partner’s New Intellectual Property RightsIn that event, Daimler shall be however, cellcentric is still granted a non-exclusive, sub-licensable right of use which is settled by the agreed remuneration for any kind of usage for any products, processes or services of Daimler which is settled by the agreed remuneration without restriction as cellcentric.
4.4 With regard to time programs and location and which documents, cellcentric shall encompass the use of such rights for the purpose of production and further development by Daimler or by third parties on behalf of Daimler. This rule shall also apply grant to the intellectual property rights of such third parties that are used as subcontractors by the Partner within the framework of the work performed by it under the respective Development Contract. In such cases the Partner shall procure to Daimler a corresponding right of use of these intellectual property rights which is settled by the agreed remuneration.
4.5 Should work results, be achieved based on both Partner’s and Daimler’s contribution in the course of the services to be rendered under the respective Development Contract, the work results shall belong to both Contractual Partners (hereinafter “Joint Work Results”). Should the Joint Work Results be capable of protection, the resulting rights shall be jointly registered (hereinafter “Joint Intellectual Property Rights”). Should one the part of Daimler an affiliated company (§15 of the German Stock Corporation Act (AktG)) be Contractual Partner, the intellectual property right may be jointly registered by Daimler AG and the Partner. The resulting costs shall be shared by the Contractual Partners in proportion to their respective shares in the Joint Intellectual Property Rights; in cases of doubt each Contractual Partner shall bear half the costs.
4.6 The Contractual Partners shall mutually grant each other a non- exclusive, subnon-licensable transferable right of use of the Joint Work Results transferred programs and documents which is settled with shall be restricted to the agreed remuneration without restriction as period of use and geographically limited to time the Partner’s place of business. Without prejudice to this right of use, cellcentric shall retain all the rights to the programs and location which shall encompass documents including the use of such rights for the purpose of production copies and further development partial copies made by the Contractual Partners Partner. The Partner shall not disclose the programs and documents to third parties either in their original form or as complete or partial copies. Upon the expiry of the contractual term or the effective date of cancellation of a Development Contract, regardless of when these events occur, the Partner shall remove the contractual software (programs and documents) from its data-processing installations. The Partner may discharge this duty either by the return of the contractual software, including all copies and partial copies to cellcentric, or by third parties on behalf its destruction in such a manner that the possibility of the Contractual Partnersreconstruction is excluded. The same applies to user documentation, literature and other materials. The Partner shall provide cellcentric with evidence and written confirmation of any such destruction or return.
4.7 4.5 The grant of a license for Joint Intellectual Property Rights to a third party, if any, shall – in the absence of a contrary agreement – be made jointly or with the consent of the other Contractual Partner.
4.8 If one Contractual Partner is not interested in registering a Joint Intellectual Property Right or does not wish to pursue the registration of a Joint Intellectual Property Right or wishes to surrender a Joint Intellectual Property Right it shall facilitate the registration, or the continuation of a registration or an intellectual property right, by the other Contractual Partner in the other Contractual Partner’s own name and at the other Contractual Partner’s own expense. The surrendering Contractual Partner shall retain a simple right of use which is settled by the agreed remuneration.
4.9 Notwithstanding the provisions of Section 4.4 the Partner shall produce through its development work a Contractual System free of third party rights (including, inter alia, patent rights, utility patent rights, copyrights, design rights, trademark rights or any other rights with regard to intellectual property). If the Partner does not succeed in doing so, it shall endeavor to ensure that the development results can be used by Daimler cellcentric in the same way as would have been possible if they had been free of third party rights, i.e. in cases where there are third party rights, the Partner shall pay the corresponding royalties to third parties. If Daimler cellcentric suffers a loss as a consequence of the existence of third party rights, the Partner shall pay compensation in respect of same – including reasonable legal fees and expenses. Sentences 2 and 3 of this Section 4.9 4.5 shall not apply if the Partner is not responsible for the violation of the obligation to achieve a Contractual System free of third party rights. If the Partner knows or becomes aware of third party rights in opposition to the Contractual System System, it shall in any case notify Daimler cellcentric without delay.
4.10 4.6 All rights of use granted to Daimler cellcentric under Section 4 shall also encompass a corresponding usage by affiliated companies (§§ 15 of the German Stock Corporation Act (AktG)) of Daimler AG cellcentric as well as by companies in which Daimler AG cellcentric directly or indirectly holds at least 50 % of the shares, furthermore by the following minority participation of Daimler AG: Beijing Benz Automotive Co., Ltd., ▇▇. ▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Development Area (BDA), Beijing, 100176, China (People’s Republic). This does also encompass the corresponding usage by third parties on behalf of the aforementioned beneficiaries. “Corresponding usage” shall encompass any kind of usage for any products, processes or services of the aforementioned beneficiaries.
4.11 4.7 All rights of use granted to Daimler under Section 4 shall also encompass a corresponding usage by cooperation partners (Automotive Manufacturers) of Daimler the cellcentric-Group (Daimler AG cellcentric GmbH & Co. KG and/or affiliated companies (§ 15 of the German Stock Corporation Act (AktG) of Daimler AG)) regarding products, processes or services that have been or will be developed in the framework of a cooperation project with Daimler cellcentric which totally or partially includes the Contractual System.
Appears in 1 contract
Sources: Development Contract
Technical changes. 3.1 The Partner shall propose technical changes to Daimler MBT as soon as the Partner becomes aware that technical changes are necessary or conducive to the intended development result.
3.2 Daimler MBT may request technical changes of the Contractual System at any time. The Partner is obliged to implement such changes without undue delay. The Partner may object to the change request where implementation of the change would be unreasonable.
3.3 If a change or adjustment of the Development Contract becomes necessary due to a technical change, in particular - but not limited to – with regard to an increase or a reduction in costs, the Contractual Partners will seek an appropriate and mutually acceptable solution. As far as such changes result in an increase or a reduction in costs, an assignment by DaimlerMBT, if any, must be made compulsively by DaimlersMBTs’ purchase department.
3.4 The Partner shall document all changes in a parts log.
4.1 The Partner shall transfer to Daimler MBT all of the results (inter alia know- know-how, experimental and development reports, suggestions, ideas, drafts, designs, drawings, proposals, patterns, models, software including source code, data sets, CAD including history etc.), hereafter referred to as the “Work Results”, achieved or used by it within the scope framework of the Development Contract, with a right to the joint unrestricted use which shall be settled by the agreed remuneration. All the Work Results shall be provided without the Partner’s copyright or other mark. Insofar as these results are protected by the Partner’s copyright, the Partner hereby grants Daimler MBT the non-exclusive, irrevocable and assignable right which is settled by the agreed remuneration, without restriction as to time, location or content, to use, modify or process any of these results for the purpose of any type of use. With regard to the drawings transferred by the Partner to Daimler MBT within the framework of this collaboration, the Partner also irrevocably declares its consent to the disclosure by Daimler MBT of these drawings to third parties in paper format or as electronic data, e.g. within the framework of a call for tenders.
4.2 The Partner shall provide information on its existing intellectual property rights and on any rights capable of protection at the time of the conclusion of the Development Contract (hereinafter hereafter referred to as “Old Intellectual Property Rights”) where such rights are capable of use with regard to the Contractual System. Should the use of Old Intellectual Property Rights be required within the context of the exploitation of the Contractual System, including the manufacture of replacement parts, Daimler MBT is hereby granted a non-exclusive, sub-licensable right of use which is settled by the agreed remuneration, without restriction as to time and location, for any kind of usage for any products, processes or services of Daimler MBT which shall encompass the use of such rights for the purpose of production and further development by Daimler MBT or by third parties on behalf of DaimlerMBT.
4.3 Should work results capable of protection be achieved during the work performed within the scope of the respective Development Contract this contract (hereinafter referred to as “New Intellectual Property Rights”) they shall be credited to the Contractual Partner whose employees achieved these work results. The Contractual Partners shall each be responsible for rewarding the inventiveness of their own employees.
4.4 The Partner shall examine whether its work results are capable of protection and shall inform Daimler MBT of its conclusion in writing. Concerning the Partner’s New Intellectual Property Rights, Daimler MBT shall be granted a non-non- exclusive, sub-licensable right of use for any kind of usage for any products, processes or services of Daimler MBT which is settled by the agreed remuneration without restriction as to time and location and which shall encompass the use of such rights for the purpose of production and further development by Daimler MBT or by third parties on behalf of DaimlerMBT. This rule shall also apply to the intellectual property rights of such third parties that are used as subcontractors sub-contractors by the Partner within the framework of the work performed by it under the respective Development Contractthis contract. In such cases the Partner shall procure to Daimler MBT a corresponding right of use of these intellectual property rights which is settled by the agreed remuneration.
4.5 Should work results, results in which both the Partner and MBT have participated and which are capable of protection be achieved based on both Partner’s and Daimler’s contribution in during the course performance of work within the services to be rendered under the respective Development Contract, the work results shall belong to both Contractual Partners (hereinafter “Joint Work Results”). Should the Joint Work Results be capable framework of protection, the resulting rights shall be jointly registered this contract (hereinafter “Joint Intellectual Property Rights”). Should one the part of Daimler an affiliated company (§15 of the German Stock Corporation Act (AktG)) be Contractual Partner, the intellectual property right may resulting rights shall be jointly registered by Daimler AG and the Partnerregistered. The resulting costs shall be shared by the Contractual Partners in proportion to their respective shares in the Joint Intellectual Property Rights; in cases of doubt each Contractual Partner shall bear half the costs.
4.6 The Contractual Partners shall mutually grant each other a non- non-exclusive, sub-licensable right of use of the Joint Work Results Intellectual Property Rights which is settled with the agreed remuneration without restriction as to time and location which shall encompass the use of such rights for the purpose of production and further development by the Contractual Partners or by third parties on behalf of the Contractual Partners.
4.7 The grant of a license for Joint Intellectual Property Rights to a third party, if any, party shall – in the absence of a contrary agreement – be made jointly or with the consent of the other Contractual Partner.
4.8 If one Contractual Partner is not interested in registering a Joint Intellectual Property Right or does not wish to pursue the registration of a Joint Intellectual Property Right or wishes to surrender a Joint Intellectual Property Right it shall facilitate the registration, or the continuation of a registration or an a intellectual property right, by the other Contractual Partner in the other Contractual Partner’s own name and at the other Contractual Partner’s own expense. The surrendering Contractual Partner shall retain a simple right of use which is settled by the agreed remuneration.
4.9 Notwithstanding the provisions of Section 4.4 the Partner shall produce through its development work a Contractual System free of third party rights (including, inter alia, patent rights, utility patent rights, copyrights, design rights, trademark rights or any other rights with regard to intellectual property). If the Partner does not succeed in doing so, it shall endeavor to ensure that the development results can be used by Daimler MBT in the same way as would have been possible if they had been free of third party rights, i.e. in cases where there are third party rights, the Partner shall pay the corresponding royalties to third parties. If Daimler MBT suffers a loss as a consequence of the existence of third party rights, the Partner shall pay compensation in respect of same – including reasonable legal fees and expenses. Sentences 2 and 3 of this Section 4.9 shall not apply if the Partner is not responsible for the violation of the obligation to achieve a Contractual System free of third party rights. If the Partner knows or becomes aware of third party rights in opposition to the Contractual System it shall in any case notify Daimler MBT without delay.
4.10 All rights of use granted to Daimler MBT under Section 4 shall also encompass a corresponding usage by affiliated companies (§15 of the German Stock Corporation Act (AktG)) of Daimler AG MBT as well as by companies in which Daimler AG MBT directly or indirectly holds at least 50 % of the shares, furthermore by the following minority participation of Daimler AGMBT: Beijing Benz Automotive Co., Ltd., ▇▇. ▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Development Area (BDA), Beijing, 100176, China (People’s Republic). This does also encompass the corresponding usage by third parties on behalf of the aforementioned beneficiaries. “Corresponding usage” shall encompass any kind of usage for any products, processes or services of the aforementioned beneficiaries.
4.11 All rights of use granted to Daimler MBT under Section 4 shall also encompass a corresponding usage by cooperation partners (Automotive Manufacturers) of Daimler Group (Daimler AG and/or affiliated companies (§ 15 of the German Stock Corporation Act (AktG) of Daimler AG) MBT regarding products, processes or services that have been or will be developed in the framework of a cooperation project with Daimler MBT which totally or partially includes the Contractual System.
Appears in 1 contract
Sources: Development Contract
Technical changes. 3.1 The Partner shall propose technical changes to Daimler MBT as soon as the Partner becomes aware that technical changes are necessary or conducive to the intended development result.
3.2 Daimler MBT may request technical changes of the Contractual System at any time. The Partner is obliged to implement such changes without undue delay. The Partner may object to the change request where implementation of the change would be unreasonable.
3.3 If a change or adjustment of the Development Contract becomes necessary due to a technical change, in particular - but not limited to – with regard to an increase or a reduction in costs, the Contractual Partners will seek an appropriate and mutually acceptable solution. As far as such changes result in an increase or a reduction in costs, an assignment by DaimlerMBT, if any, must be made compulsively by DaimlersMBTs’ purchase department.
3.4 The Partner shall document all changes in a parts log.
4.1 The Partner shall transfer to Daimler MBT all of the results (inter alia know- know-how, experimental and development reports, suggestions, ideas, drafts, designs, drawings, proposals, patterns, models, software including source code, data sets, CAD including history etc.), hereafter referred to as the “Work Results”, achieved or used by it within the scope framework of the Development Contract, with a right to the joint unrestricted use which shall be settled by the agreed remuneration. All the Work Results shall be provided without the Partner’s copyright or other mark. Insofar as these results are protected by the Partner’s copyright, the Partner hereby grants Daimler MBT the non-exclusive, irrevocable and assignable right which is settled by the agreed remuneration, without restriction as to time, location or content, to use, modify or process any of these results for the purpose of any type of use. With regard to the drawings transferred by the Partner to Daimler MBT within the framework of this collaboration, the Partner also irrevocably declares its consent to the disclosure by Daimler MBT of these drawings to third parties in paper format or as electronic data, e.g. within the framework of a call for tenders.
4.2 The Partner shall provide information on its existing intellectual property rights and on any rights capable of protection at the time of the conclusion of the Development Contract (hereinafter hereafter referred to as “Old Intellectual Property Rights”) where such rights are capable of use with regard to the Contractual System. Should the use of Old Intellectual Property Rights be required within the context of the exploitation of the Contractual System, including the manufacture of replacement parts, Daimler MBT is hereby granted a non-exclusive, sub-licensable right of use which is settled by the agreed remuneration, without restriction as to time and location, for any kind of usage for any products, processes or services of Daimler MBT which shall encompass the use of such rights for the purpose of production and further development by Daimler MBT or by third parties on behalf of DaimlerMBT.
4.3 Should work results capable of protection be achieved during the work performed within the scope framework of the respective Development Contract this contract (hereinafter referred to as “New Intellectual Property Rights”) they shall be credited to the Contractual Partner whose employees achieved these work results. The Contractual Partners shall each be responsible for rewarding the inventiveness of their own employees.
4.4 The Partner shall examine whether its work results are capable of protection and shall inform Daimler MBT of its conclusion in writing. Concerning the Partner’s New Intellectual Property Rights, Daimler MBT shall be granted a non-non- exclusive, sub-licensable right of use for any kind of usage for any products, processes or services of Daimler MBT which is settled by the agreed remuneration without restriction as to time and location and which shall encompass the use of such rights for the purpose of production and further development by Daimler MBT or by third parties on behalf of DaimlerMBT. This rule shall also apply to the intellectual property rights of such third parties that are used as subcontractors sub-contractors by the Partner within the framework of the work performed by it under the respective Development Contractthis contract. In such cases the Partner shall procure to Daimler MBT a corresponding right of use of these intellectual property rights which is settled by the agreed remuneration.
4.5 Should work results, results in which both the Partner and MBT have participated and which are capable of protection be achieved based on both Partner’s and Daimler’s contribution in during the course performance of work within the services to be rendered under the respective Development Contract, the work results shall belong to both Contractual Partners (hereinafter “Joint Work Results”). Should the Joint Work Results be capable framework of protection, the resulting rights shall be jointly registered this contract (hereinafter “Joint Intellectual Property Rights”). Should one the part of Daimler an affiliated company (§15 of the German Stock Corporation Act (AktG)) be Contractual Partner, the intellectual property right may resulting rights shall be jointly registered by Daimler AG and the Partnerregistered. The resulting costs shall be shared by the Contractual Partners in proportion to their respective shares in the Joint Intellectual Property Rights; in cases of doubt each Contractual Partner shall bear half the costs.
4.6 The Contractual Partners shall mutually grant each other a non- non-exclusive, sub-licensable right of use of the Joint Work Results Intellectual Property Rights which is settled with the agreed remuneration without restriction as to time and location which shall encompass the use of such rights for the purpose of production and further development by the Contractual Partners or by third parties on behalf of the Contractual Partners.
4.7 The grant of a license for Joint Intellectual Property Rights to a third party, if any, party shall – in the absence of a contrary agreement – be made jointly or with the consent of the other Contractual Partner.
4.8 If one Contractual Partner is not interested in registering a Joint Intellectual Property Right or does not wish to pursue the registration of a Joint Intellectual Property Right or wishes to surrender a Joint Intellectual Property Right it shall facilitate the registration, or the continuation of a registration or an a intellectual property right, by the other Contractual Partner in the other Contractual Partner’s own name and at the other Contractual Partner’s own expense. The surrendering Contractual Partner shall retain a simple right of use which is settled by the agreed remuneration.
4.9 Notwithstanding the provisions of Section 4.4 the Partner shall produce through its development work a Contractual System free of third party rights (including, inter alia, patent rights, utility patent rights, copyrights, design rights, trademark rights or any other rights with regard to intellectual property). If the Partner does not succeed in doing so, it shall endeavor to ensure that the development results can be used by Daimler MBT in the same way as would have been possible if they had been free of third party rights, i.e. in cases where there are third party rights, the Partner shall pay the corresponding royalties to third parties. If Daimler MBT suffers a loss as a consequence of the existence of third party rights, the Partner shall pay compensation in respect of same – including reasonable legal fees and expenses. Sentences 2 and 3 of this Section 4.9 shall not apply if the Partner is not responsible for the violation of the obligation to achieve a Contractual System free of third party rights. If the Partner knows or becomes aware of third party rights in opposition to the Contractual System it shall in any case notify Daimler MBT without delay.
4.10 All rights of use granted to Daimler MBT under Section 4 shall also encompass a corresponding usage by affiliated companies (§15 of the German Stock Corporation Act (AktG)) of Daimler AG MBT as well as by companies in which Daimler AG MBT directly or indirectly holds at least 50 % of the shares, furthermore by the following minority participation of Daimler AGMBT: Beijing Benz Automotive Co., Ltd., ▇▇. ▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Development Area (BDA), Beijing, 100176, China (People’s Republic). This does also encompass the corresponding usage by third parties on behalf of the aforementioned beneficiaries. “Corresponding usage” shall encompass any kind of usage for any products, processes or services of the aforementioned beneficiaries.
4.11 All rights of use granted to Daimler MBT under Section 4 shall also encompass a corresponding usage by cooperation partners (Automotive Manufacturers) of Daimler Group (Daimler AG and/or affiliated companies (§ 15 of the German Stock Corporation Act (AktG) of Daimler AG) MBT regarding products, processes or services that have been or will be developed in the framework of a cooperation project with Daimler MBT which totally or partially includes the Contractual System.
Appears in 1 contract
Sources: Development Contract
Technical changes. 3.1 The Partner shall propose technical changes to Daimler cellcentric as soon as the Partner becomes aware that technical changes are necessary or conducive to the intended development result.
3.2 Daimler cellcentric may request technical changes of the Contractual System at any time. The Partner is obliged to implement such changes without undue delay. The Partner may object to the change request where implementation of the change would be unreasonable.
3.3 If a change or adjustment of the Development Contract becomes necessary due to a technical change, in particular - but not limited to – with regard to an increase or a reduction in costs, the Contractual Partners will seek an appropriate and mutually acceptable solution. As far as such changes result in an increase or a reduction in costs, an assignment by Daimlercellcentric, if any, must be made compulsively by Daimlers’ cellcentric’s purchase department.
3.4 The Partner shall document all changes in a parts log.
4.1 The Partner shall transfer to Daimler cellcentric all of the results (inter alia know- know-how, experimental and development reports, suggestions, ideas, drafts, designs, drawings, proposals, patterns, models, software including source code, data sets, CAD including history etc.), hereafter referred to as the “Work Results”, achieved or used by it within the scope of the Development Contract, with a right to the joint unrestricted use which shall be settled by the agreed remuneration. All the Work Results shall be provided without the Partner’s copyright or other mark. Insofar as these results are protected by the Partner’s copyright, the Partner hereby grants Daimler cellcentric the non-exclusive, irrevocable and assignable right which is settled by the agreed remuneration, without restriction as to time, location or content, to use, modify or process any of these results for the purpose of any type of use. With regard to the drawings transferred by the Partner to Daimler cellcentric within the framework of this collaboration, the Partner also irrevocably declares its consent to the disclosure by Daimler cellcentric of these drawings to third parties in paper format or as electronic data, e.g. within the framework of a call for tenders.
4.2 The Partner shall provide information on its existing intellectual property rights and on any rights capable of protection at the time of the conclusion of the Development Contract (hereinafter referred to as “Old Intellectual Property Rights”) where such rights are capable of use with regard to the Contractual System. Should the use of Old Intellectual Property Rights be required within the context of the exploitation of the Contractual System, including the manufacture of replacement parts, Daimler cellcentric is hereby granted a non-non- exclusive, sub-licensable right of use which is settled by the agreed remuneration, without restriction as to time and location, for any kind of usage for any products, processes or services of Daimler cellcentric which shall encompass the use of such rights for the purpose of production and further development by Daimler cellcentric or by third parties on behalf of Daimlercellcentric.
4.3 Should work results capable of protection be achieved during the work performed within the scope of the respective Development Contract (hereinafter referred to as “New Intellectual Property Rights”) they shall be credited to the Contractual Partner whose employees achieved these work results. The Contractual Partners shall each be responsible for rewarding the inventiveness of their own employees.
4.4 The Partner shall examine whether its work results are capable of protection and shall inform Daimler cellcentric of its conclusion in writing. Concerning the Partner’s New Intellectual Property Rights, Daimler cellcentric shall be granted a non-exclusive, sub-licensable right of use for any kind of usage for any products, processes or services of Daimler cellcentric which is settled by the agreed remuneration without restriction as to time and location and which shall encompass the use of such rights for the purpose of production and further development by Daimler cellcentric or by third parties on behalf of Daimlercellcentric. This rule shall also apply to the intellectual property rights of such third parties that are used as subcontractors by the Partner within the framework of the work performed by it under the respective Development Contract. In such cases the Partner shall procure to Daimler cellcentric a corresponding right of use of these intellectual property rights which is settled by the agreed remuneration.
4.5 Should work results, be achieved based on both Partner’s and Daimlercellcentric’s contribution in the course of the services to be rendered under the respective Development Contract, the work results shall belong to both Contractual Partners (hereinafter “Joint Work Results”). Should the Joint Work Results be capable of protection, the resulting rights shall be jointly registered (hereinafter “Joint Intellectual Property Rights”). Should one the part of Daimler cellcentric an affiliated company (§15 of the German Stock Corporation Act (AktG)) be Contractual Partner, the intellectual property right may be jointly registered by Daimler AG cellcentric and the Partner. The resulting costs shall be shared by the Contractual Partners in proportion to their respective shares in the Joint Intellectual Property Rights; in cases of doubt each Contractual Partner shall bear half the costs.
4.6 The Contractual Partners shall mutually grant each other a non- non-exclusive, sub-sub- licensable right of use of the Joint Work Results which is settled with the agreed remuneration without restriction as to time and location which shall encompass the use of such rights for the purpose of production and further development by the Contractual Partners or by third parties on behalf of the Contractual Partners.
4.7 The grant of a license for Joint Intellectual Property Rights to a third party, if any, shall – in the absence of a contrary agreement – be made jointly or with the consent of the other Contractual Partner.
4.8 If one Contractual Partner is not interested in registering a Joint Intellectual Property Right or does not wish to pursue the registration of a Joint Intellectual Property Right or wishes to surrender a Joint Intellectual Property Right it shall facilitate the registration, or the continuation of a registration or an intellectual property right, by the other Contractual Partner in the other Contractual Partner’s own name and at the other Contractual Partner’s own expense. The surrendering Contractual Partner shall retain a simple right of use which is settled by the agreed remuneration.
4.9 Notwithstanding the provisions of Section 4.4 the Partner shall produce through its development work a Contractual System free of third party rights (including, inter alia, patent rights, utility patent rights, copyrights, design rights, trademark rights or any other rights with regard to intellectual property). If the Partner does not succeed in doing so, it shall endeavor to ensure that the development results can be used by Daimler in the same way as would have been possible if they had been free of third party rights, i.e. in cases where there are third party rights, the Partner shall pay the corresponding royalties to third parties. If Daimler suffers a loss as a consequence of the existence of third party rights, the Partner shall pay compensation in respect of same – including reasonable legal fees and expenses. Sentences 2 and 3 of this Section 4.9 shall not apply if the Partner is not responsible for the violation of the obligation to achieve a Contractual System free of third party rights. If the Partner knows or becomes aware of third party rights in opposition to the Contractual System it shall in any case notify Daimler without delay.
4.10 All rights of use granted to Daimler under Section 4 shall also encompass a corresponding usage by affiliated companies (§15 of the German Stock Corporation Act (AktG)) of Daimler AG as well as by companies in which Daimler AG directly or indirectly holds at least 50 % of the shares, furthermore by the following minority participation of Daimler AG: Beijing Benz Automotive Co., Ltd., ▇▇. ▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Development Area (BDA), Beijing, 100176, China (People’s Republic). This does also encompass the corresponding usage by third parties on behalf of the aforementioned beneficiaries. “Corresponding usage” shall encompass any kind of usage for any products, processes or services of the aforementioned beneficiaries.
4.11 All rights of use granted to Daimler under Section 4 shall also encompass a corresponding usage by cooperation partners (Automotive Manufacturers) of Daimler Group (Daimler AG and/or affiliated companies (§ 15 of the German Stock Corporation Act (AktG) of Daimler AG) regarding products, processes or services that have been or will be developed in the framework of a cooperation project with Daimler which totally or partially includes the Contractual System.Section
Appears in 1 contract
Sources: Development Contract
Technical changes. 3.1 The Partner shall propose technical changes to Daimler MBT as soon as the Partner becomes aware that technical changes are necessary or conducive to the intended development result.
3.2 Daimler MBT may request technical changes of the Contractual System at any time. The Partner is obliged to implement such changes without undue delay. The Partner may object to the change request where implementation of the change would be unreasonable.
3.3 If a change or adjustment of the Development Contract becomes necessary due to a technical change, in particular - but not limited to – with regard to an increase or a reduction in costs, the Contractual Partners will seek an appropriate and mutually acceptable solution. As far as such changes result in an increase or a reduction in costs, an assignment by DaimlerMBT, if any, must be made compulsively by DaimlersMBTs’ purchase department.
3.4 The Partner shall document all changes in a parts log.
4.1 The Partner shall transfer to Daimler MBT all of the results (inter alia know- know-how, experimental and development reports, suggestions, ideas, drafts, designs, drawings, proposals, patterns, models, software including source code, data sets, CAD including history etc.), hereafter referred to as the “Work Results”, achieved or used by it within the scope framework of the Development Contract, with a right to the joint unrestricted use which shall be settled by the agreed remuneration. All the Work Results shall be provided without the Partner’s copyright or other mark. Insofar as these results are protected by the Partner’s copyright, the Partner hereby grants Daimler MBT the non-exclusive, irrevocable and assignable right which is settled by the agreed remuneration, without restriction as to time, location or content, to use, modify or process any of these results for the purpose of any type of use. With regard to the drawings transferred by the Partner to Daimler MBT within the framework of this collaboration, the Partner also irrevocably declares its consent to the disclosure by Daimler MBT of these drawings to third parties in paper format or as electronic data, e.g. within the framework of a call for tenders.
4.2 The Partner shall provide information on its existing intellectual property rights and on any rights capable of protection at the time of the conclusion of the Development Contract (hereinafter hereafter referred to as “Old Intellectual Property Rights”) where such rights are capable of use with regard to the Contractual System. Should the use of Old Intellectual Property Rights be required within the context of the exploitation of the Contractual System, including the manufacture of replacement parts, Daimler MBT is hereby granted a non-exclusive, sub-licensable right of use which is settled by the agreed remuneration, without restriction as to time and location, for any kind of usage for any products, processes or services of Daimler MBT which shall encompass the use of such rights for the purpose of production and further development by Daimler MBT or by third parties on behalf of DaimlerMBT.
4.3 Should work results capable of protection be achieved If, during the work services to be performed under this contract, inventions come into existence which could lead to intellectual property rights, the Partner shall without delay obtain MBT's decision as to whether or not to apply for such intellectual property rights. If, within the scope two months of becoming aware of the respective Development Contract (hereinafter referred to as “New Intellectual Property Rights”) they matter, MBT decides in favour of applying, MBT shall be credited entitled to apply for this invention in its own name and on its own account. In that event, MBT shall bear the Contractual costs of applying for the intellectual property right and also the costs of maintaining the intellectual property right or the intellectual property right application. If MBT decides against an application or if MBT is no longer interested in an invention which has already been applied for, the Partner whose employees achieved these work resultsmay pursue the application at its own expense. The Contractual Partners In that event, however, MBT shall each be responsible for rewarding the inventiveness of their own employees.
4.4 The Partner shall examine whether its work results are capable of protection and shall inform Daimler of its conclusion in writing. Concerning the Partner’s New Intellectual Property Rights, Daimler shall be granted still have a non-non- exclusive, sub-licensable right of use usage for any kind of usage for any products, processes or services of Daimler which is settled by the agreed remuneration without restriction as to time and location and which shall encompass the use of such rights for the purpose of production and further development by Daimler or by third parties on behalf of Daimler. This rule shall also apply to the intellectual property rights of such third parties that are used as subcontractors by the Partner within the framework of the work performed by it under the respective Development Contract. In such cases the Partner shall procure to Daimler a corresponding right of use of these intellectual property rights MBT which is settled by the agreed remuneration, together with the right to grant sub-licenses.
4.5 Should work results4.4 With regard to the programs and documents, be achieved based on both Partner’s and Daimler’s contribution in MBT shall grant to the course of the services to be rendered under the respective Development Contract, the work results shall belong to both Contractual Partners (hereinafter “Joint Work Results”). Should the Joint Work Results be capable of protection, the resulting rights shall be jointly registered (hereinafter “Joint Intellectual Property Rights”). Should one the part of Daimler an affiliated company (§15 of the German Stock Corporation Act (AktG)) be Contractual Partner, the intellectual property right may be jointly registered by Daimler AG and the Partner. The resulting costs shall be shared by the Contractual Partners in proportion to their respective shares in the Joint Intellectual Property Rights; in cases of doubt each Contractual Partner shall bear half the costs.
4.6 The Contractual Partners shall mutually grant each other a non- non-exclusive, subnon-licensable transferable right of use of the Joint Work Results transferred programs and documents which is settled with shall be restricted to the agreed remuneration without restriction as period of use and geographically limited to time the Partner’s place of business. Without prejudice to this right of use, MBT shall retain all the rights to the programs and location which shall encompass documents including the use of such rights for the purpose of production copies and further development partial copies made by the Contractual Partners Partner. The Partner shall not disclose the programs and documents to third parties either in their original form or as complete or partial copies. Upon the expiry of the contractual term or the effective date of cancellation of a Development Contract, regardless of when these events occur, the Partner shall remove the contractual software (programs and documents) from its data-processing installations. The Partner may discharge this duty either by the return of the contractual software including all copies and partial copies to MBT or by third parties on behalf its destruction in such a manner that the possibility of reconstruction is excluded. The same applies to the Contractual Partnersuser documentation, literature and other materials. The Partner shall provide MBT with evidence and written confirmation of any such destruction or return.
4.7 4.5 The grant of a license for Joint Intellectual Property Rights to a third party, if any, shall – in the absence of a contrary agreement – be made jointly or with the consent of the other Contractual Partner.
4.8 If one Contractual Partner is not interested in registering a Joint Intellectual Property Right or does not wish to pursue the registration of a Joint Intellectual Property Right or wishes to surrender a Joint Intellectual Property Right it shall facilitate the registration, or the continuation of a registration or an intellectual property right, by the other Contractual Partner in the other Contractual Partner’s own name and at the other Contractual Partner’s own expense. The surrendering Contractual Partner shall retain a simple right of use which is settled by the agreed remuneration.
4.9 Notwithstanding the provisions of Section 4.4 the Partner shall produce through its development work a Contractual System free of third party rights (including, inter alia, patent rights, utility patent rights, copyrights, design rights, trademark rights or any other rights with regard to intellectual property). If the Partner does not succeed in doing so, it shall endeavor to ensure that the development results can be used by Daimler MBT in the same way as would have been possible if they had been free of third party rights, i.e. in cases where there are third party rights, the Partner shall pay the corresponding royalties to third parties. If Daimler MBT suffers a loss as a consequence of the existence of third party rights, the Partner shall pay compensation in respect of same – including reasonable legal fees and expenses. Sentences 2 and 3 of this Section 4.9 4.5 shall not apply if the Partner is not responsible for the violation of the obligation to achieve a Contractual System free of third party rights. If the Partner knows or becomes aware of third party rights in opposition to the Contractual System it shall in any case notify Daimler MBT without delay.
4.10 4.6 All rights of use granted to Daimler MBT under Section 4 shall also encompass a corresponding usage by affiliated companies (§15 of the German Stock Corporation Act (AktG)) of Daimler AG MBT as well as by companies in which Daimler AG MBT directly or indirectly holds at least 50 % of the shares, furthermore by the following minority participation of Daimler AGMBT: Beijing Benz Foton Daimler Automotive Co., Ltd.Ltd. (BFDA), ▇▇. ▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Development Area (BDA)Hongluo Donglu 21, Beijing, 100176, China (People’s People·s Republic). ; Daimler-Kamaz RUS 000, Proizvodstvenniy proezd 47, Naberezhnye Chelny, Russian Federation This does also encompass the corresponding usage by third parties on behalf of the aforementioned beneficiaries. “Corresponding usage” shall encompass any kind of usage for any products, processes or services of the aforementioned beneficiaries.
4.11 4.7 All rights of use granted to Daimler MBT under Section 4 shall also encompass a corresponding usage by cooperation partners (Automotive Manufacturers) of Daimler Group (Daimler AG and/or affiliated companies (§ 15 of the German Stock Corporation Act (AktG) of Daimler AG) MBT regarding products, processes or services that have been or will be developed in the framework of a cooperation project with Daimler MBT which totally or partially includes the Contractual System.
Appears in 1 contract
Sources: Development Contract
Technical changes. 3.1 The Partner shall propose technical changes to Daimler as soon as the Partner becomes aware that technical changes are necessary or conducive to the intended development result.
3.2 Daimler may request technical changes of the Contractual System at any time. The Partner is obliged to implement such changes without undue delay. The Partner may object to the change request where implementation of the change would be unreasonable.
3.3 If a change or adjustment of the Development Contract becomes necessary due to a technical change, in particular - but not limited to – with regard to an increase or a reduction in costs, the Contractual Partners will seek an appropriate and mutually acceptable solution. As far as such changes result in an increase or a reduction in costs, an assignment by Daimler, if any, must be made compulsively by Daimlers’ purchase department.
3.4 The Partner shall document all changes in a parts log.
4.1 The Partner shall transfer to Daimler all of the results (inter alia know- know-how, experimental and development reports, suggestions, ideas, drafts, designs, drawings, proposals, patterns, models, software including source code, data sets, CAD including history etc.), hereafter referred to as the “Work Results”, achieved or used by it within the scope framework of the Development Contract, with a right to the joint unrestricted use which shall be settled by the agreed remuneration. All the Work Results shall be provided without the Partner’s copyright or other mark. Insofar as these results are protected by the Partner’s copyright, the Partner hereby grants Daimler the non-exclusive, irrevocable and assignable right which is settled by the agreed remuneration, without restriction as to time, location or content, to use, modify or process any of these results for the purpose of any type of use. With regard to the drawings transferred by the Partner to Daimler within the framework of this collaboration, the Partner also irrevocably declares its consent to the disclosure by Daimler of these drawings to third parties in paper format or as electronic data, e.g. within the framework of a call for tenders.
4.2 The Partner shall provide information on its existing intellectual property rights and on any rights capable of protection at the time of the conclusion of the Development Contract (hereinafter hereafter referred to as “Old Intellectual Property Rights”) where such rights are capable of use with regard to the Contractual System. Should the use of Old Intellectual Property Rights be required within the context of the exploitation of the Contractual System, including the manufacture of replacement parts, Daimler is hereby granted a non-exclusive, sub-licensable right of use which is settled by the agreed remuneration, without restriction as to time and location, for any kind of usage for any products, processes or services of Daimler which shall encompass the use of such rights for the purpose of production and further development by Daimler or by third parties on behalf of Daimler.
4.3 Should work results capable of protection be achieved during the work performed within the scope framework of the respective Development Contract this contract (hereinafter referred to as “New Intellectual Property Rights”) they shall be credited to the Contractual Partner whose employees achieved these work results. The Contractual Partners shall each be responsible for rewarding the inventiveness of their own employees.
4.4 The Partner shall examine whether its work results are capable of protection and shall inform Daimler of its conclusion in writing. Concerning the Partner’s New Intellectual Property Rights, Daimler shall be granted a non-exclusive, sub-licensable right of use for any kind of usage for any products, processes or services of Daimler which is settled by the agreed remuneration without restriction as to time and location and which shall encompass the use of such rights for the purpose of production and further development by Daimler or by third parties on behalf of Daimler. This rule shall also apply to the intellectual property rights of such third parties that are used as subcontractors sub-contractors by the Partner within the framework of the work performed by it under the respective Development Contractthis contract. In such cases the Partner shall procure to Daimler a corresponding right of use of these intellectual property rights which is settled by the agreed remuneration.
4.5 Should work results, results in which both the Partner and Daimler have participated and which are capable of protection be achieved based on both Partner’s and Daimler’s contribution in during the course performance of work within the services to be rendered under the respective Development Contract, the work results shall belong to both Contractual Partners (hereinafter “Joint Work Results”). Should the Joint Work Results be capable framework of protection, the resulting rights shall be jointly registered this contract (hereinafter “Joint Intellectual Property Rights”). Should one the part of Daimler an affiliated company (§15 of the German Stock Corporation Act (AktG)) be Contractual Partner, the intellectual property right may resulting rights shall be jointly registered by Daimler AG and the Partnerregistered. The resulting costs shall be shared by the Contractual Partners in proportion to their respective shares in the Joint Intellectual Property Rights; in cases of doubt each Contractual Partner shall bear half the costs.
4.6 The Contractual Partners shall mutually grant each other a non- non-exclusive, sub-licensable right of use of the Joint Work Results Intellectual Property Rights which is settled with the agreed remuneration without restriction as to time and location which shall encompass the use of such rights for the purpose of production and further development by the Contractual Partners or by third parties on behalf of the Contractual Partners.
4.7 The grant of a license for Joint Intellectual Property Rights to a third party, if any, party shall – in the absence of a contrary agreement – be made jointly or with the consent of the other Contractual Partner.
4.8 If one Contractual Partner is not interested in registering a Joint Intellectual Property Right or does not wish to pursue the registration of a Joint Intellectual Property Right or wishes to surrender a Joint Intellectual Property Right it shall facilitate the registration, or the continuation of a registration or an a intellectual property right, by the other Contractual Partner in the other Contractual Partner’s own name and at the other Contractual Partner’s own expense. The surrendering Contractual Partner shall retain a simple right of use which is settled by the agreed remuneration.
4.9 Notwithstanding the provisions of Section 4.4 the Partner shall produce through its development work a Contractual System free of third party rights (including, inter alia, patent rights, utility patent rights, copyrights, design rights, trademark rights or any other rights with regard to intellectual property). If the Partner does not succeed in doing so, it shall endeavor to ensure that the development results can be used by Daimler in the same way as would have been possible if they had been free of third party rights, i.e. in cases where there are third party rights, the Partner shall pay the corresponding royalties to third parties. If Daimler suffers a loss as a consequence of the existence of third party rights, the Partner shall pay compensation in respect of same – including reasonable legal fees and expenses. Sentences 2 and 3 of this Section 4.9 shall not apply if the Partner is not responsible for the violation of the obligation to achieve a Contractual System free of third party rights. If the Partner knows or becomes aware of third party rights in opposition to the Contractual System it shall in any case notify Daimler without delay.
4.10 All rights of use granted to Daimler under Section 4 shall also encompass a corresponding usage by affiliated companies (§15 of the German Stock Corporation Act (AktG)) of Daimler AG as well as by companies in which Daimler AG directly or indirectly holds at least 50 % of the shares, furthermore by the following minority participation of Daimler AGDaimler: Beijing Benz Automotive Co., Ltd., ▇▇. ▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Development Area (BDA), Beijing, 100176, China (People’s Republic). This does also encompass the corresponding usage by third parties on behalf of the aforementioned beneficiaries. “Corresponding usage” shall encompass any kind of usage for any products, processes or services of the aforementioned beneficiaries.
4.11 All rights of use granted to Daimler under Section 4 shall also encompass a corresponding usage by cooperation partners (Automotive Manufacturers) of Daimler Group (Daimler AG and/or affiliated companies (§ 15 of the German Stock Corporation Act (AktG) of Daimler AG) regarding products, processes or services that have been or will be developed in the framework of a cooperation project with Daimler which totally or partially includes the Contractual System.
Appears in 1 contract
Sources: Development Contract
Technical changes. 3.1 The Partner shall propose technical changes to Daimler as soon as the Partner becomes aware that technical changes are necessary or conducive to the intended development result.
3.2 Daimler may request technical changes of the Contractual System at any time. The Partner is obliged to implement such changes without undue delay. The Partner may object to the change request where implementation of the change would be unreasonable.
3.3 If a change or adjustment of the Development Contract becomes necessary due to a technical change, in particular - but not limited to – with regard to an increase or a reduction in costs, the Contractual Partners will seek an appropriate and mutually acceptable solution. As far as such changes result in an increase or a reduction in costs, an assignment by Daimler, if any, must be made compulsively by Daimlers’ purchase department.
3.4 The Partner shall document all changes in a parts log.
4.1 The Partner shall transfer to Daimler all of the results (inter alia know- know-how, experimental and development reports, suggestions, ideas, drafts, designs, drawings, proposals, patterns, models, software including source code, data sets, CAD including history etc.), hereafter referred to as the “Work Results”, achieved or used by it within the scope framework of the Development Contract, with a right to the joint unrestricted use which shall be settled by the agreed remuneration. All the Work Results shall be provided without the Partner’s copyright or other mark. Insofar as these results are protected by the Partner’s copyright, the Partner hereby grants Daimler the non-exclusive, irrevocable and assignable right which is settled by the agreed remuneration, without restriction as to time, location or content, to use, modify or process any of these results for the purpose of any type of use. With regard to the drawings transferred by the Partner to Daimler within the framework of this collaboration, the Partner also irrevocably declares its consent to the disclosure by Daimler of these drawings to third parties in paper format or as electronic data, e.g. within the framework of a call for tenders.
4.2 The Partner shall provide information on its existing intellectual property rights and on any rights capable of protection at the time of the conclusion of the Development Contract (hereinafter hereafter referred to as “Old Intellectual Property Rights”) where such rights are capable of use with regard to the Contractual System. Should the use of Old Intellectual Property Rights be required within the context of the exploitation of the Contractual System, including the manufacture of replacement parts, Daimler is hereby granted a non-exclusive, sub-licensable right of use which is settled by the agreed remuneration, without restriction as to time and location, for any kind of usage for any products, processes or services of Daimler which shall encompass the use of such rights for the purpose of production and further development by Daimler or by third parties on behalf of Daimler.
4.3 Should work results capable of protection be achieved If, during the work services to be performed under this contract, inventions come into existence which could lead to intellectual property rights, the Partner shall without delay obtain Daimler's decision as to whether or not to apply for such intellectual property rights. If, within the scope two months of becoming aware of the respective Development Contract (hereinafter referred to as “New Intellectual Property Rights”) they shall be credited to the Contractual Partner whose employees achieved these work results. The Contractual Partners shall each be responsible for rewarding the inventiveness matter, Daimler decides in favour of their own employees.
4.4 The Partner shall examine whether its work results are capable of protection and shall inform Daimler of its conclusion in writing. Concerning the Partner’s New Intellectual Property Rightsapplying, Daimler shall be granted entitled to apply for this invention in its own name and on its own account. In that event, Daimler shall bear the costs of applying for the intellectual property right and also the costs of maintaining the intellectual property right or the intellectual property right application. If Daimler decides against an application or if Daimler is no longer interested in an invention which has already been applied for, the Partner may pursue the application at its own expense. In that event, however, Daimler shall still have a non-exclusive, sub-licensable right of use usage for any kind of usage for any products, processes or services of Daimler which is settled by the agreed remuneration without restriction as remuneration, together with the right to time and location and which shall encompass the use of such rights for the purpose of production and further development by Daimler or by third parties on behalf of Daimler. This rule shall also apply grant sub-licenses.
4.4 With regard to the intellectual property rights of such third parties that are used as subcontractors by programs and documents, Daimler shall grant to the Partner within the framework of the work performed by it under the respective Development Contract. In such cases the Partner shall procure to Daimler a corresponding right of use of these intellectual property rights which is settled by the agreed remuneration.
4.5 Should work results, be achieved based on both Partner’s and Daimler’s contribution in the course of the services to be rendered under the respective Development Contract, the work results shall belong to both Contractual Partners (hereinafter “Joint Work Results”). Should the Joint Work Results be capable of protection, the resulting rights shall be jointly registered (hereinafter “Joint Intellectual Property Rights”). Should one the part of Daimler an affiliated company (§15 of the German Stock Corporation Act (AktG)) be Contractual Partner, the intellectual property right may be jointly registered by Daimler AG and the Partner. The resulting costs shall be shared by the Contractual Partners in proportion to their respective shares in the Joint Intellectual Property Rights; in cases of doubt each Contractual Partner shall bear half the costs.
4.6 The Contractual Partners shall mutually grant each other a non- non-exclusive, subnon-licensable transferable right of use of the Joint Work Results transferred programs and documents which is settled with shall be restricted to the agreed remuneration without restriction as period of use and geographically limited to time the Partner’s place of business. Without prejudice to this right of use, Daimler shall retain all the rights to the programs and location which shall encompass documents including the use of such rights for the purpose of production copies and further development partial copies made by the Contractual Partners Partner. The Partner shall not disclose the programs and documents to third parties either in their original form or as complete or partial copies. Upon the expiry of the contractual term or the effective date of cancellation of a Development Contract, regardless of when these events occur, the Partner shall remove the contractual software (programs and documents) from its data-processing installations. The Partner may discharge this duty either by the return of the contractual software including all copies and partial copies to Daimler or by third parties on behalf its destruction in such a manner that the possibility of reconstruction is excluded. The same applies to the Contractual Partnersuser documentation, literature and other materials. The Partner shall provide Daimler with evidence and written confirmation of any such destruction or return.
4.7 4.5 The grant of a license for Joint Intellectual Property Rights to a third party, if any, shall – in the absence of a contrary agreement – be made jointly or with the consent of the other Contractual Partner.
4.8 If one Contractual Partner is not interested in registering a Joint Intellectual Property Right or does not wish to pursue the registration of a Joint Intellectual Property Right or wishes to surrender a Joint Intellectual Property Right it shall facilitate the registration, or the continuation of a registration or an intellectual property right, by the other Contractual Partner in the other Contractual Partner’s own name and at the other Contractual Partner’s own expense. The surrendering Contractual Partner shall retain a simple right of use which is settled by the agreed remuneration.
4.9 Notwithstanding the provisions of Section 4.4 the Partner shall produce through its development work a Contractual System free of third party rights (including, inter alia, patent rights, utility patent rights, copyrights, design rights, trademark rights or any other rights with regard to intellectual property). If the Partner does not succeed in doing so, it shall endeavor to ensure that the development results can be used by Daimler in the same way as would have been possible if they had been free of third party rights, i.e. in cases where there are third party rights, the Partner shall pay the corresponding royalties to third parties. If Daimler suffers a loss as a consequence of the existence of third party rights, the Partner shall pay compensation in respect of same – including reasonable legal fees and expenses. Sentences 2 and 3 of this Section 4.9 4.5 shall not apply if the Partner is not responsible for the violation of the obligation to achieve a Contractual System free of third party rights. If the Partner knows or becomes aware of third party rights in opposition to the Contractual System it shall in any case notify Daimler without delay.
4.10 4.6 All rights of use granted to Daimler under Section 4 shall also encompass a corresponding usage by affiliated companies (§15 of the German Stock Corporation Act (AktG)) of Daimler AG as well as by companies in which Daimler AG directly or indirectly holds at least 50 % of the shares, furthermore by the following minority participation of Daimler AGDaimler: Beijing Benz Automotive Co., Ltd., ▇▇. ▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Development Area (BDA), Beijing, 100176, China (People’s Republic). This does also encompass the corresponding usage by third parties on behalf of the aforementioned beneficiaries. “Corresponding usage” shall encompass any kind of usage for any products, processes or services of the aforementioned beneficiaries.
4.11 4.7 All rights of use granted to Daimler under Section 4 shall also encompass a corresponding usage by cooperation partners (Automotive Manufacturers) of Daimler Group (Daimler AG and/or affiliated companies (§ 15 of the German Stock Corporation Act (AktG) of Daimler AG) regarding products, processes or services that have been or will be developed in the framework of a cooperation project with Daimler which totally or partially includes the Contractual System.
Appears in 1 contract
Sources: Development Contract