Sponsor Indemnified Parties means Sponsor Sub and any Person to whom Sponsor Sub Transfers its Membership Interests in accordance with ARTICLE IX, and each of their respective Affiliates and each of their respective shareholders, partners, members, officers, directors, employees, agents and other representatives, and their respective successors and assigns.
Sponsor Indemnified Parties shall have the meaning assigned to such term in Section 5.9(a).
Sponsor Indemnified Parties is defined in Section 12.2. 1.19 “Sponsor Intellectual Property” means Intellectual Property possessed by Sponsor prior to or independent from any participation in the Project. 1.20 “Third Party Materials” is defined in Section 12.4(d). [11] A SOW in this agreement acts as a summary of the research plan to define Deliverables, schedule, payment, and acceptance criteria. University may want to consolidate Project Plan & SOW into a single Appendix, so that scope of Project IP is more limited and there are no perceived inconsistencies between them. [12] Since the Sponsor takes no license to Background IP, the Sponsor will want to make sure it is aware of any University Background IP that is required for the intended use of the Deliverables (or Project IP). A Sponsor may also want to pre- negotiate the right to use any Background IP that is needed to make, use, etc. the Deliverables or Project IP to avoid over aggressive terms after the Deliverables and/or Project IP are demonstrated to have value. A university is likely to contend for the inverse of the last clause– exclusion of all background IP that might be necessary to enjoy the benefits of Project IP whether or not disclosed in an attachment or otherwise; see note 6 above. Sponsor may also need to offer additional compensation for access to background rights. [13] The Project may not lend itself to consideration of IP specific fees, be they upfront or royalty. Sponsor and University may want to evaluate Deliverables before agreeing on IP fees, allowing the parties to assess the value of the Project IP developed and each party’s respective contributions to the perceived value. It would be useful, however, to provide objective parameters for key obligations so that need for access cannot unjustly exploited. If that is not possible, one could make disagreements about such terms subject to binding arbitration. [14] The inclusion of “conceived, reduced to practice or refined” in the definition of University IP may be problematic for a University or other institution with multiple SRAs and/or personnel to the same or similar field. For example, an idea may be conceived or reduced to practice under one SRA and refined under another, leaving all parties with contradictory assignment obligations. Careful definition and identification of Background IP may help, but any concerns should be addressed as early as possible in the negotiation of the SRA. [15] An example of who the Principal Investigator can be is the re...
Examples of Sponsor Indemnified Parties in a sentence
The Sponsor shall be entitled to participate at its own expense in the defense, or, if it so elects, to assume the defense of any suit brought to enforce any claims, but if the Sponsor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Sponsor Indemnified Parties in the suit and who shall not, except with the consent of the Sponsor Indemnified Parties, be counsel to the Sponsor.
If the Sponsor does not elect to assume the defense of any suit, it will reimburse the Sponsor Indemnified Parties in the suit for the reasonable fees and expenses of any counsel retained by them.
This indemnity shall not apply to any Claims brought by any of the Sponsor Indemnified Parties against each other.