Contractor Background IP definition

Contractor Background IP means all IP owned or controlled by Contractor as of EDC, and all IP conceived or developed by Contractor after EDC (other than in performance under this Contract), which is incorporated in or necessary for the use (as provided for herein) of the deliverable items being provided pursuant to this Contract.

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Contractor Background IP has the meaning specified in Section 12.1.1.

Contractor Background IP means any Intellectual Property and Intellectual Property Rights owned, controlled, conceived, created, or developed by or for Contractor or an Affiliate of Contractor: (i) prior to the Effective Date, or (ii) after such date but outside of the scope of this Contract.

Examples of Contractor Background IP in a sentence

For the sake of clarity, this applies to claims that Contractor Background IP or Contractor Foreground IP infringes the intellectual property rights of a third party.
Subject to the terms and conditions stated herein, Contractor grants to the Customers a fully paid-up, non-exclusive, irrevocable, perpetual, transferable, worldwide right and license under Contractor Background IP and Contractor Foreground IP to use and have used (including, without limitation, by HNS) the Deliverables for the sole and exclusive purpose of developing, testing, integrating, and demonstrating the SDR Mobile Platform (not for commercial use).
Subject to the licenses granted in Article 13.C(1) as between Contractor and TerreStar, all Contractor Background IP shall be the sole and exclusive property of Contractor.
Subject to the licenses granted in Section 12.3.4, as between Contractor and Customers, all Contractor Background IP and Contractor Foreground IP shall be the sole and exclusive property of Contractor.
The Contractor gives Sydney Water a perpetual, irrevocable and royalty free licence to reproduce, use, modify, adapt and sublicense the Contractor Background IP provided by the Contractor to Sydney Water during the provision of the Services for any purpose in connection with the Site, the Services or the project to which the Services relate, including, where the Services are for the Design of the Works, to construct, own, operate, repair, maintain and modify the Works.
Contractor Background IP means the Contractor’s pre-existing Intellectual Property (and third party pre-existing Intellectual Property) incorporated into the Deliverables or the Contract Materials.
The Contractor warrants and represents that the Plans and Specifications and the CDN Intellectual Property are complete, entire and comprehensive, and that the Plans and Specifications and CDN Intellectual Property constitute either works of original authorship or, in the case of Contractor Background IP, pre-existing and incorporated intellectual property rights.
Subject to the terms and conditions stated herein, Contractor grants to TerreStar a fully paid-up, irrevocable, perpetual, transferable, worldwide, nonexclusive right and license to use and have used, reproduce, and modify for the sole and exclusive purpose of testing, using, operating, and/or maintaining any Deliverable Item (including any associated technical data (“Deliverable Data”), all Contractor Background IP and Contractor Foreground IP.
Contractor reserves all of its right, title, and interest in and to the Contractor Background IP and Contractor Retained IP (but in all events excluding JCC Data).
The Contractor warrants to the City and its successors that the Contractor is and will be the lawful owner of good and marketable title in and to the City Digital Signs and the City Digital Network and has the legal rights to grant a license to use them, and that the Contractor has a legal right and interest in the Plans and Specifications and in any Contractor Background IP sufficient to grant the interests described above.

More Definitions of Contractor Background IP

Contractor Background IP. As used in this Section 6.2, “control” means, with respect to any Intellectual Property, that Contractor owns or has a license to such Intellectual Property and has the ability to grant to Company access, a license, or a sublicense (as applicable) to such Intellectual Property on the terms and conditions set forth herein without violating the terms of any agreement or other arrangement with any third party existing at the time Contractor would be first required hereunder to grant to Company such access, license, or sublicense.

Contractor Background IP means any methodologies, patterns, plans, procedures, software, algorithms, computer code, documentation, tools, business processes, scripts, interfaces, commands, technical information, know-how, techniques, specifications, technologies and/or other intellectual property that is proprietary to Contractor or which Contractor has the right and licence to use and make available to Metrolinx, in each case that was either: (a) created prior to the Effective Date; or (b) created, developed or produced independently of this Contract and/or the performance of the Services.

Contractor Background IP means the Contractor’s pre-existing Intellectual Property (and third party pre-existing Intellectual Property) incorporated into the Deliverables or the Contract Materials.

Contractor Background IP means all IP owned or controlled by Contractor or by Contractor's subcontractors (if any) hereunder (a) as of EDC, or (b) conceived and/or reduced to practice independent of this Contract: where in either case such IP (i) is incorporated in the Deliverables, or (ii) is Necessary or useful for the maintenance, operation, or use, or is Necessary for the manufacture (as expressly provided for herein) of any Deliverable Item to be provided by Contractor hereunder. The term "Necessary" means reasonably required (in consideration of cost, performance and time to market factors) for Customer to exploit the associated license rights of maintenance, operation, use or manufacture.

Contractor Background IP means the Intellectual Property Rights owned by or licensed to the Contractor (including know-how and technical information) which exists prior to the date of this Master Contract but does not include Sydney Water Background IP or Contract IP.

Contractor Background IP means any Background IP or Know How: