Provision Language
Definitions
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.
Results: all information, data, techniques, Know-how, results, inventions, discoveries, software and materials (regardless of the form or medium in which they are disclosed or stored) identified or first reduced to practice or writing in the course of the Project.
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 which contributed them to the Project (or its licensors). No licence to use any Intellectual Property Rights is granted or implied by this Agreement except the rights expressly set out in this Agreement.
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4.3 The Lead Exploitation Party will [own the Intellectual Property Rights in the Results] OR [have a worldwide exclusive licence to commercialise the Intellectual Property Rights in the Results] [for the Exclusive Period]], and [will take such steps, after consultation with the Steering Committee, as may be necessary] OR [may take such steps as it may decide] from time to time, at the Lead Exploitation Party’s expense, to register and maintain any protection for those Intellectual Property Rights, including filing and prosecuting patent applications for any of the Results, and taking any reasonable action in respect of any alleged or actual infringement of those Intellectual Property Rights] so as to allow it to comply with its obligations to commercialise the Results under clause 4.11.
4.4 Without prejudice to its obligations under clause 4.3, if the Lead Exploitation Party does not think it necessary to register or to maintain any protection for the Intellectual Property Rights in the Results or to take any action against any infringer of the Intellectual Property Rights in the Results, it will notify the Project Manager accordingly and in good time before abandoning any application or before failing to meet any deadline and, without prejudice to any other right which any Party may have against the Lead Exploitation Party, the Party which created those Intellectual Property Rights may take such steps as it sees fit to register and maintain any protection for those Intellectual Property Rights, including filing and prosecuting patent applications for any Result, and taking any action in respect of any alleged or actual infringement of that Intellectual Property Rights.
4.5 Each of the other Parties will ensure that its employees and students (if any) involved in the creation of the Results gives the Lead Exploitation Party such assistance (except financial assistance) as the Lead Exploitation Party may reasonably request in connection with the registration and protection of the Intellectual Property Rights in the Results, including filing and prosecuting patent applications for any of the Results, and taking any action in respect of any alleged or actual infringement of those Intellectual Property Rights.
4.6 Where any third party (such as a student or contractor) is involved in the Project, the Party engaging that third party will ensure that that third party has assigned to that Party any Intellectual Property Rights (including making a prospective assignment where appropriate) which that third party has in the Results in order to be able to give effect to the provisions of this clause 4.
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4.11 [None of the Parties will exploit the Results in any way that is in breach of the Funding Conditions but, subject to that, each Party will use all reasonable endeavours to exploit the Results. To that end the Parties will endeavour to agree a strategy for the exploitation of the Results.]