Use of Background Intellectual Property Clause Samples
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Use of Background Intellectual Property. [OPTION1: Background Intellectual Property not foreseen (E.g. ESA’s requirement for wide dissemination of study results] [END OPTION1: Background Intellectual Property not foreseen] [OPTION2: Background Intellectual Property allowed by ESA (red captions for bidders)]
a) For Background Intellectual Property delivered in a format making it readily decipherable and meaningful by inspecting, accessing or using the said deliverable items:
i. The Contractor shall grant to the Agency, or ensure that the Agency be granted, an irrevocable, free of charge, world-wide licence to enable the Agency to autonomously use, operate, copy, modify and sub-license the Background Intellectual Property limited to its own requirements relative to this Contract and/or the projects or activities listed under ii. below;
ii. Projects or activities for which the Agency is entitled to a licence as described under i. above: All present and future activities in the context of project [ESA to insert the specific project in view of which the activity is performed]. [END OPTION 1] Activities under this Contract.
b) For Background Intellectual Property delivered in protected format:
i. The Contractor shall grant the Agency, or ensure that the Agency be granted, an irrevocable, free of charge, world-wide licence to enable the Agency to autonomously use, copy, distribute and sub-license, without any restrictions, the Background Intellectual Property delivered in protected format under this Contract as part of other deliverable items, limited to its own requirements relative to this Contract and/or the projects or activities listed under a) ii. above;
ii. The Contractor shall grant the Agency, or ensure that the Agency be granted, an irrevocable, free of charge, world-wide licence to enable the Agency to autonomously use, operate, copy, distribute and sub-license the Background Intellectual Property delivered in protected format as a separate item under this Contract, limited to the Agency’s own requirements relative to this Contract and/or the projects or activities listed under a) ii. above;
iii. The Agency shall not decrypt, decompile or reverse-engineer Background Intellectual Property delivered in protected format and shall reflect this obligation onto any (sub)licence or agreement into which it may enter to further distribute to any third party the said Background Intellectual Property as the Agency sees fit. [END SUB-OPTION1] [End Option A] [SUB-OPTION2: The Contractor has declared that ...
Use of Background Intellectual Property. Intellectual Property Rights required by the Contractor arising from work performed under another Contract with the Agency shall be owned, made available and licensed in accordance with that other Contract. If the Agency requires Background Intellectual Property Rights owned by the Contractor for the Agency project specified in the Agency Contract, the Contractor shall grant the Agency an irrevocable, worldwide licence to enable the Agency to use and modify any product, application or result of the Agency Contract for that project on Favourable Conditions. If any party requires Background Intellectual Property Rights owned by the Contractor to use and modify any product, application or result of an Agency Contract for the Agency’s Own Requirements other than for the project specified in the Contract the Contractor shall grant a licence to that party on Market Conditions unless contrary to the Contractor’s Legitimate Commercial Interests. If a Subcontractor requires Background Intellectual Property Rights that the Contractor owns the Contractor shall grant the Subcontractor a licence on Favourable Conditions solely to enable the Subcontractor to fulfil its obligations directly relating to the Agency Contract. If the Agency, the Contractor or a Subcontractor requires Background Intellectual Property Rights owned by a Third Party the Contractor shall use its reasonable endeavours to ensure that the owner of the Background Intellectual Property Rights grants a licence to the Agency, Contractor or Subcontractor to enable the completion of the Agency Contract. In addition the Contractor shall use its reasonable endeavours to ensure that the Third Party owner of the Background Intellectual Property Rights grants the Agency a licence to the Background Intellectual Property Rights for the Agency to use and modify any product, application or result of the Agency Contract in accordance with these Clauses and Conditions for the Agency project specified in the Agency Contract. For the avoidance of doubt the Agency shall pay any reasonable licence fee. The Contractor warrants that to the best of its knowledge information and belief that the use of Background Intellectual Property Rights by the Agency and/or the Contractor for the purposes identified in the Agency Contract will not infringe any Intellectual Property Rights owned by Third Parties. The free licences provided on Intellectual Property arising from Work performed under this Contract and/or Background Intellec...
Use of Background Intellectual Property a. The Customer grants to the SIW a non-exclusive, irrevocable, non-transferrable, fee- free license to use its Background Intellectual Property to the extent necessary for SIW to fulfill its obligations under this Amendment.
Use of Background Intellectual Property. The Contractor has confirmed that all results of this Contract (or any part thereof) shall be deemed and treated as not containing any Background Intellectual Property. Nevertheless should the Contractor unilaterally decide to use existing Intellectual Property to achieve the objectives of this Contract, all results of this Contract (or any part thereof) shall be deemed and treated as Foreground Intellectual Property not containing any Background Intellectual Property. The Contractor shall grant to the Agency, and/or ensure that the Agency be granted, all the necessary rights in this respect.
Use of Background Intellectual Property. Liftango grants to {Client Name} a non-exclusive, non-transferable license to use its Background Intellectual Property to the extent necessary for {Client Name} to fulfil its obligations under this Agreement. Background Intellectual Property of a party must be treated as Confidential Information in accordance with clause 9.