Provision Language
Defintions
Background: any information, data, techniques, Know–how, inventions, software, discoveries and materials (regardless of the form or medium in which they are disclosed or stored) which are provided by one Party (whether belonging to that Party or to a third party) to another Party for use in the Project, and whether before or after the date of this Agreement, except any Result
4. Use and Exploitation of Intellectual Property Rights
4.1 This Agreement does not affect the ownership of any Intellectual Property Rights in any Background or in any other technology, design, work, invention, software, data, technique, know–how, or materials which are not Results. The Intellectual Property Rights in them will remain the property of the Party that contributes them to the Project (or its licensors). No license to use any Intellectual Property is granted or implied by this Agreement except the rights explicitly set out in this Agreement.
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4.3 The Party which creates or generates any Result will own the Intellectual Property Rights in that Result and, subject to its obligations under clause 4.9.4, [will take, after consultation with the Steering Committee, such steps as may be necessary] OR [may take such steps as it may decide] from time to time, at its expense, to register and maintain any protection for those Intellectual Property Rights, including filing and prosecuting patent applications for those Results, and taking any action in respect of any alleged or actual infringement of those Intellectual Property Rights.
4.4 Where any Result is created or generated by two or more Parties jointly and it is impossible to distinguish each Party’s intellectual contribution to the creation of the Intellectual Property Rights in that Result, the Intellectual Property Rights in that Result will be co–owned by those Parties as tenants in common in equal shares. The co–owners may take such steps as they may decide from time to time, at their joint and equal expense, to register and maintain any protection for those Intellectual Property Rights, including filing and prosecuting patent applications, and taking any action in respect of any alleged or actual infringement of those Intellectual Property Rights. If one or more of the co–owners does not wish to take any such step or action, the other co–owner(s) may do so at their expense, and the co–owner(s) not wishing to take such steps or action will provide, at the expense of the co–owner making the request, any assistance that is reasonably requested of it.