Background IP definition
Examples of Background IP in a sentence
Each Party or its Affiliates shall be the sole and exclusive owner of any Improvements to its Background IP authored, conceived, developed, acquired or reduced to practice by either Party or its Affiliates pursuant to this Agreement, and each Party hereby irrevocably assigns, and shall cause its Affiliates to assign, to the other Party (or its designated Affiliate) any and all of its or their right, title and interest in and to any such Improvements to the other Party’s Background IP.
Transition of Services to Buyer or its third-party vendors shall follow a mutually agreed transition plan at Buyer’s cost with reasonable advance notice and shall not require Ascensia to transfer any Ascensia Background IP or proprietary tools.
The Company may freely assign this Agreement, and Consultant expressly agrees that any intellectual property rights licensed to the Company, including any rights to Background IP, are transferable to the Company’s assignee without Consultant’s consent.
For the purposes of this Agreement, Background IP of Service Provider and its Affiliates shall not include SpinCo Licensed IP, and Background IP of SpinCo and its Affiliates shall not include SPGI Licensed IP.
No grant of rights with respect to, or assignment of, Ascensia Background IP or improvements thereto is intended or implied.