Supplier Foreground IP definition

Supplier Foreground IP shall have the meaning as set forth in Article 6.4.
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Supplier Foreground IP means any Intellectual Property which is developed, conceived or reduced to practice by the employees or contractors of SUPPLIER as a result of the performance of any development activities under the AGREEMENT or otherwise, but which was not funded by Dot Hill.
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Supplier Foreground IP means Foreground IP meeting all of the following requirements (i) such Foreground IP relates directly to the Supplier Background IP, (ii) such Foreground IP does not use, incorporate or rely on Purchaser Background IP or Purchaser Foreground IP; and (iii) prior to initiating the development of such Foreground IP, Supplier has (A) delivered written notice to Purchaser describing in detail the Foreground IP that Supplier proposes to develop and (B) obtained Purchaser’s prior written consent to the development of such Foreground IP. For clarity, if Supplier does not satisfy clause (iii) of the preceding sentence prior to the development of specific Foreground IP that Supplier believes could otherwise satisfy the requirements of clauses (i) and (ii) of the preceding sentence, then any such Foreground IP that Supplier develops shall not be considered “Supplier Foreground IP” for purposes of this Agreement and shall instead be deemed to constitute “Purchaser Foreground IP”; provided, however, that, in such event, Purchaser shall, and it hereby does, grant to Supplier a non-exclusive, worldwide, royalty-free, fully-paid, irrevocable, perpetual license, including the right to sublicense, under such deemed Purchaser Foreground IP to make, have made, use, sell, have sold, offer for sale and import any substance other than a Primary Competing Substance.
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Examples of Supplier Foreground IP in a sentence

  • Supplier will retain ownership of any Supplier Background IP and all Supplier Foreground IP that, in each case, is embodied in the Product or the manufacturing process for the Product, subject to the terms of this Agreement.

  • Notwithstanding the foregoing, Purchaser has the rights under such Supplier Background IP and Supplier Foreground IP in accordance with the terms of this Agreement, including Section 6.1 hereof.

  • In such event Supplier shall assist and cooperate with Purchaser, for a period of up to [***] to qualify such Alternate Supplier, including, as applicable, executing such documents, providing materials, methods and information reasonably necessary for qualifying such Alternate Supplier, provided that Supplier will not provide any of its Confidential Information or its Background IP or Supplier Foreground IP, unless the Parties mutually agree on terms for the provision of such.

  • Subject to Section 6.1, Supplier shall promptly and fully disclose to Purchaser in advance any Supplier Background IP or Supplier Foreground IP that is proposed for use in connection with the Product, and any such use shall be conditioned upon the express written consent of Purchaser’s General Counsel.

  • Unless specifically agreed upon in writing by the Parties, Supplier shall not, and shall have no obligation to, utilize in any way Supplier Background IP or Supplier Foreground IP during the performance of the services.