Background Patents, know-how and information Sample Clauses

Background Patents, know-how and information. The implementation of a research or innovation project may require the use of pre-existing know-how, owned by one of the parties, resulting from work carried out prior to, or independently of, the agreement. In this case, the EC Model Contract provides that the party owning the knowledge must disclose it to the other participants, unless specifically excluded by means of a written agreement before the signature of the Contract. It is important that any pre-existing know-how that is to be excluded from access during the life of the project be identified in the consortium agreement, or in any other agreement between the parties involved. The participants can include conditions or limitations on such access so that the recipient may only use it to carry out their obligations under the EC Contract. Any such restrictions or conditions should be reflected in the agreement. It is important to distinguish pre-existing know-how held prior to the conclusion of the EC contract from that acquired in parallel with it (side-ground). In the event that the project produces results, partly based on the patents or know-how owned by one of the parties prior to the agreement, which have not been excluded by prior agreement, the EC contract provides that access rights to the pre-existing know-how are to be provided on a royalty-free basis for the execution of the project and on a fair and non-discriminatory basis for the use of the contractor’s own knowledge. It is always useful to cover the eventuality of the owner refusing to disclose or licence its knowledge if the disclosure of such information is likely to do serious damage to its own business and how to deal with exclusion of necessary pre-existing know-how.
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