10. Intellectual Property – Ownership and Protection
10.3 The Partner undertakes to take responsibility for seeking and maintaining protection for Foreground Intellectual Property at its sole cost, including the filing, conduct, prosecution and maintenance of all Project Patents in consultation with Funder.
10.4 Background Intellectual Property. The Partner shall make the Background Intellectual Property available for use in all Work Phases and for the protection or exploitation of the Foreground Intellectual Property. The Partner shall retain responsibility for seeking and maintaining protection for the Background Intellectual Property at its own cost and shall not assign or otherwise convey any of its interest, right and title in the same without Funder’s prior written consent, not to be unreasonably withheld, conditioned or delayed.
10.5. Infringement. The Partner shall immediately give notice to FUNDER if it becomes aware of:
10.5.1. any infringement or suspected infringement or misappropriation of the Background Intellectual Property or Foreground Intellectual Property; or
10.5.2. any claim by a third party that an action carried out under the Project infringes the Intellectual Property or other rights of any third party.
10.5.3. In such cases, the provisions of Clause 14.6 and 14.7 will apply and Partner will consult with FUNDER about what action it should take.