Background Works definition

Background Works means any materials (including, but not limited to reports, documents, prototypes, data, drawings, models, code, APIs, and applications) and any Intellectual Property Rights thereto, which are (a) owned by either party prior to beginning any Integration(s) development including those used in the course of any Integration(s) under this Agreement; and (b) which are not generated in the course of any Integration(s) under this Agreement.
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Background Works means any and all:
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Background Works means any materials (including documents, prototypes, data, drawings, models, code, APIs and applications) and any Intellectual Property Rights related thereto, which are (a) owned by either party or their suppliers prior to this Agreement; and (b) which are not generated in the course of this Agreement. For the avoidance of doubt, except for rights expressly granted under this Agreement, Armada and its licensors retain all right, title, and interest in and to Galleons, the Commander Services, Installed Software, AI Features, Professional Services, any related Documentation, and all related Intellectual Property Rights inherent therein. Armada owns any and all Intellectual Property resulting from the Services, Galleons, AI Features, and Professional Services provided by Armada under the Agreement, including any and all rights in any technology, inventions, know-how, computer code or other materials developed by Armada, including with input from Customer (collectively “Developments”). Developments shall not be deemed “works made for hire.”
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Examples of Background Works in a sentence

  • The CONTRACTOR shall own the copyright in all Foreground and Background Works which are copyrightable under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code.

  • All materials pertaining to Background Works (including, but not limited to, reports, documents, prototypes, data, drawings, models, code, API, and applications) and any Intellectual Property Rights thereto which are submitted by a party to the other for the performance of this Agreement shall remain the submitting party’s property.

  • Except for the limited licenses granted in this Agreement, nothing in this Agreement shall be construed as: (a) granting Nokia any right, title, or interest in or to Developer's Background Works or Developer's Background IPR, or (b) granting Developer any right, title, or interest in or to Nokia's Background Works or Nokia's Background IPR.

  • Neither party shall use such Background Works belonging to the other party except to fulfill its obligations or exercise its rights under this Agreement and for no other purpose.

  • Except for the limited rights expressly granted herein, this Agreement does not transfer title of a Party’s Background Works from either Party to the other Party or to any third party, and all right, title and interest in and to either Parties’ Background Works will at all times remain solely and exclusively with the respective Party.

  • Subject to the terms and conditions of this Agreement, Nokia hereby grants Developer under Nokia's Background IPR a [*], with the right to[*], to use, reproduce, and modify Nokia's Background Works for the sole purpose of Developer (a) performing its obligations under this Agreement, or (b) supplying Products to Nokia under the Purchase Agreement.

  • Each party shall continue to own all rights, title and interest to its Background Works.

  • Each Party's Background Works and Background IPR shall remain vested with such Party.

  • Each party agrees not to assert any right under such party's Background Patents, Separate Foreground Patents, Background Proprietary Information, Separate Foreground Proprietary Information, Background Copyrights, Separate Foreground Copyrights, Background Works of Authorship or Separate Foreground Works of Authorship against the other party for any activity solely confined to the Development.

  • Each Party shall continue to own all right, title and interest to its Background Works.


More Definitions of Background Works

Background Works as used with respect to a particular Party, ---------------- means works of authorship (including but not limited to computer software) pertaining to Imaging Systems, or any component part thereof, which are first created prior to the Effective Date or, if created during the term of the Collaboration Agreement, did not form part of that Party's work effort in connection with the Project.
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Background Works are Works Created outside of the PRIME CONTRACT and “Foreground Works” are Works Created under the PRIME CONTRACT. 5.1.5. “CRITICAL ENERGY INFRASTRUCTURE INFORMATION” means specific engineering, vulnerability, or detailed design information about proposed or existing critical infrastructure that: (1) relates details about the production, generation, transportation, transmission, or distribution of energy; (2) could be useful to a person in planning an attack on critical infrastructure; (3) is exempt from mandatory disclosure under the Freedom of Information Act, 5 U.S.C. 552 (2000); and (4) does not simply give the general location of the critical infrastructure. However, data that convey general operating, performance, and evaluation of operation characteristics of the HTS/FCL cable system will be considered FORM, FIT, and FUNCTION DATA. 5.1.6. “DATA” means recorded information, regardless of form or the media on which it may be recorded. The term includes TECHNICAL DATA and COMPUTER SOFTWARE. The term does not include information incidental to contract administration, such as financial, administrative, cost or pricing, or management information. 5.1.7. “FORM, FIT, AND FUNCTION DATA” means data relating to items, components, or processes that are sufficient to enable physical and functional interchangeability, and data identifying source, size, configuration, mating, and attachment characteristics, functional characteristics, and performance requirements. For computer software it means data identifying source, functional characteristics, and performance requirements but specifically excludes the source code, algorithms, processes, formulas, and flow charts of the software. 5.1.8. “GOVERNMENT” or “U.S. GOVERNMENT” or “UNITED STATES GOVERNMENT” means the Government of the United States of America. For the purpose of limitations on the disclosure of BACKGROUND DATA, PHASES 0-2 FOREGROUND DATA, the Government means Federal employees of DHS, DOE, NASA, and DoD. 5.1.9. “GOVERNMENT PURPOSE” means any activity in which the GOVERNMENT is a party, including cooperative agreements with international or multi-national defense organizations or sales or transfers by the GOVERNMENT to foreign governments or international organizations. GOVERNMENT PURPOSES include competitive procurement, but do not include the rights to use, modify, reproduce, release, perform, display, or disclose SUBJECT INVENTIONS or GOVERNMENT PURPOSE RIGHTS DATA for commercial purposes or authorize...
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Related to Background Works

  • Background Materials means all Intellectual Property Rights, know-how, information, methodologies, techniques, tools, schemata, diagrams, ways of doing business, trade secrets, instructions manuals and procedures (including, but not limited, to software, documentation, and data of whatever nature and in whatever media) owned, developed or controlled by the Supplier which may have been created outside the scope, or independently of, the Services and/or this Agreement, and including all updates, modifications, derivatives or future developments thereof. Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. Business Systems: the information technology and communication systems, including networks, hardware, software and interfaces owned by, or licensed to, the Customers or any of its agents or contractors.

  • Background IPR means any Intellectual Property Rights (other than Project IPR) belonging to either party before the Commencement Date or not created in the course of or in connection with the Project;

  • Background Technology means all tools, programs, designs, processes, formulas, techniques, improvements, inventions, works of authorship, software, data, know-how, ideas, methodologies, specifications, code libraries, algorithms, protocols, routines, subroutines, network systems, machine learning models, Trade Secrets (defined below), and other technology which are: (a) created, developed, owned, or licensed by PickNik prior to the Effective Date of this Agreement; (b) are created, developed, owned, or licensed by PickNik during the term of this Agreement but not delivered as a part of the Software; (c) which have general applicability to PickNik’s business and which are not based on any Company Confidential Information; or (d) modifications of or derivatives to any of the foregoing.

  • Supplier Background IPR means Intellectual Property Rights owned by the Supplier before the Call Off Commencement Date, for example those subsisting in the Supplier's standard development tools, program components or standard code used in computer programming or in physical or electronic media containing the Supplier's Know-How or generic business methodologies; and/or Intellectual Property Rights created by the Supplier independently of this Call Off Contract,

  • Background Invention means an Invention conceived and first actually reduced to practice before the Effective Date.