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.
Background IP means all IP and IP Rights owned or controlled by Seller prior to the effective date or outside the scope of this Contract.
Licensee Technology means the Licensee Know-How and Licensee Patents.
Program Technology means Program Know-How and Program Patents.
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;