Existing Materials Clause Examples
The "Existing Materials" clause defines and distinguishes materials, information, or intellectual property that a party brings into a project or agreement prior to its commencement. It typically specifies what constitutes pre-existing materials, how they are identified, and the rights each party retains over them, such as ownership or continued use. This clause is essential for preventing disputes over intellectual property by clarifying that such materials remain the property of the original owner and are not transferred or assigned as part of the new work.
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Existing Materials. Citizens acknowledges that, in the course of performing the Services, Vendor may use materials, software, reports, routines, language, instructions, methods, techniques, trade secrets, patents, copyrights, or other intellectual property that have been previously developed, purchased, licensed, or acquired by Vendor or by third parties (collectively, the "Pre-Existing Materials"), and that such Pre-Existing Materials shall remain the sole and exclusive property of Vendor or the third parties. Where Vendor seeks to embed Pre-Existing Materials in the Work Product, Vendor must first obtain written approval from Citizens. If and to the extent any Pre-Existing Materials of Vendor are embedded or incorporated in the Work Product, Vendor hereby grants to Citizens the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to: (a) use, execute, reproduce, display, perform, distribute copies of and prepare derivative works based upon such Pre-existing Materials and any derivative works thereof for Citizens’ internal business purposes only; and, (b) authorize others to do any or all of the foregoing for Citizens’ internal business purposes only. If and to the extent any Pre-Existing Materials of third parties are embedded or incorporated in the Work Product, Vendor shall secure for Citizens an irrevocable, perpetual, non-exclusive, worldwide, royalty-free and fully paid-up right to use, execute, display, and perform such Pre-Existing Materials. Vendor shall secure such right at its expense and prior to incorporating any such Pre-Existing Materials into any Work Product, and such right must include, if practicable, a right to: (a) copy, modify, and create derivative works based upon such Pre-Existing Materials; and, (b) sublicense all or any portion of the foregoing rights to an affiliate or a third party service provider of Citizens. This Section does not apply to standard office software (e.g., Microsoft Office). The provisions of this Section shall survive the termination of this Agreement.
Existing Materials. Asbestos Containing Materials (ACM) may exist at the Customer’s location. These materials (whether confirmed, assumed or suspected of containing asbestos) shall not be disturbed or damaged. Questions regarding known or assumed ACM or the status of suspected ACM shall be directed to the Customer’s Contract Manager.
Existing Materials. Subject to Section 3.A, Consultant will provide the Company with prior written notice if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any invention, discovery, idea, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest, prior to, or separate from, performing the Services under this Agreement (“Prior Inventions”), and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, discovery, idea, original works of -12- authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by any third party into any Invention without Company’s prior written permission. C.
Existing Materials. The Existing Materials will remain owned by the Contractor or its licensors. Subject to clause 11, the Contractor hereby grants to REA a non-exclusive, irrevocable, perpetual, royalty-free, worldwide licence (including a right of sublicense) to use, copy, modify and adapt the Existing Materials for the purpose of conducting REA’s operations connected with or relevant to the Services and Deliverables being provided by the Contractor.
Existing Materials. MPS will provide information for each specific project and will include the abatement services for the removal of identified hazardous materials.
Existing Materials. Landlord and Tenant acknowledge that, in anticipation of the execution and delivery of this Lease, Landlord halted work that it was undertaking in the fourth floor portion of the Permanent Premises to convert the same to a speculative laboratory suite and that Landlord will incorporate into the Tenant Improvements those certain construction materials and work in place referenced in Attachment 5, attached, the cost of which to be deducted from the Tenant Improvements Allowance as shown on Attachment 5 (provided, however, that no 3% project management fee shall apply to such amounts and no architect’s fees incurred in connection with design of the work in place shall be charged to Tenant).
Existing Materials. ImmuPharma agrees to sell to Anesta and Cephalon agrees to purchase from ImmuPharma the API Controlled by ImmuPharma which were designated to be used in the Development Program and are still existing at the Effective Date hereof. ImmuPharma agrees to sell such materials including technical and quality control documentation according to Good Manufacturing Practices, provided the API meets the Specifications and all other reasonable quality control standards. [**]
Existing Materials. The Parties acknowledge that, pursuant to the terms and subject to the conditions of the APA, Viela acquired AstraZeneca’s inventory of process performance qualification (PPQ) Drug Substance and Drug Product that was in AstraZeneca’s possession as of the effective date of the APA (the “Existing Materials”). AstraZeneca shall continue to store the Existing Materials in a manner that is consistent with the manner such Existing Materials were stored by the AZ Group as of the effective date of the APA, at Viela’s cost and expense. AstraZeneca shall use such Existing Materials to Manufacture and supply Supplied Product under the CSA and this Supply Agreement, and for no other purpose. The Existing Materials shall be made available to AstraZeneca for such use free of charge. To the extent that any Supplied Product is manufactured using Existing Materials, [***]
Existing Materials. Software and other materials developed or otherwise obtained by or for Contractor or its affiliates independently of this Contract or applicable purchase order (“Pre-existing Materials”) are not subject to the ownership and licensing provisions of Section (a). However, if Contractor creates derivative works of Pre-Existing Materials, the elements of such derivative works created pursuant to this Contract will be subject to the ownership and licensing provisions of the previous paragraph, Section 37(a).
Existing Materials. Each party shall retain all right, title, and interest, including all intellectual property rights in and to all documents, data, know-how, and other materials developed or acquired prior to or independently of this Agreement which may be provided by or used by a party in connection with this Agreement and any applicable SOW (collectively, “Pre-Existing Materials”). For purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction. Each party hereby grants the other party a non-exclusive, royalty-free, non-transferable license to use, display, reproduce, distribute, perform, transmit, and promote any Pre-Existing Materials to the extent they are incorporated into or otherwise necessary for the use and exploitation of the Deliverables as contemplated under this Agreement and the applicable SOW.