Derivative IP definition
Examples of Derivative IP in a sentence
Subject to the provisions of the relevant Letter Agreement or PO, all Spark Derivative IP will vest in Spark or its nominee(s) as and when that Intellectual Property comes into existence, and if for any reason some or all of that Spark Derivative IP vests in Supplier or its Affiliates or Subcontractors despite this clause 9.3, Supplier hereby assigns that Spark Derivative IP to Spark.
Without limitation of Section 2.5 or Section 2.6 above but subject to Section 3.6 below, Company will obtain all rights necessary to assign to DWA any Company Derivative IP created or developed by any Sublicensee or Company Contractor.
To the extent that any Company Derivative IP may not be considered work made for hire, Company hereby irrevocably assigns and agrees to assign to DWA all right, title and interest worldwide in and to the Company Derivative IP, including all Intellectual Property Rights therein, effective immediately upon the inception, conception, creation or development thereof to the extent permitted under applicable Law.
In the event of any expiration or termination of this Agreement as set forth in Section 6.1 above, the following provisions will survive: Section 1 (Definitions), Section 2.10 (Restrictions), Section 3 (Company Derivative IP), Section 6.6 (Effect of Termination), Section 6.7 (Survival), Section 7 (Confidential Information), Section 8 (Warranty; Indemnification; Disclaimer; Limitation of Liability); and Section 9 (Miscellaneous).
Notwithstanding the foregoing, DWA may by notice to Company designate an Affiliate of DWA rather than DWA as the owner and assignee of any Company Derivative IP, in which case Company will be deemed to have made the foregoing assignment directly to such Affiliate of DWA with respect to the Company Derivative IP so designated to the extent permitted under applicable Law.
Prior to providing any Third Party IP to DWA as part of any Company Derivative IP, Company will provide DWA with a list of such Third Party IP (except to the extent such Third Party IP is supplied by or at the direction of DWA or any of its Affiliates, including any Third Party IP that is embedded or incorporated into or otherwise provided by DWA to Company as part of or in connection with any DWA IP) (the “Company Third Party IP”).
Company will have the Licenses with respect to the Company Derivative IP set forth in Section 2 above.
Without limiting the generality of the foregoing, Company will cause any applicable Person who has worked on, or otherwise contributed to the creation or development of, any Company Derivative IP to execute an assignment that is approved by DWA and Company, and contains at least the terms and conditions set forth on Schedule 8.
DWA will have no obligation to use, market, sell, distribute or otherwise exploit any Company Derivative IP.
Subject to Section 3.6 below, Company agrees that the Company Derivative IP will be deemed, to the extent permitted under applicable Law, to be work made for hire commissioned by DWA and that DWA is and will be the sole and exclusive owner of all right, title and interest in and to the Company Derivative IP, including all Intellectual Property Rights therein, from and after the moment of its inception, conception, creation or development.