as of the Closing, on the terms and conditions set forth herein, Licensor hereby grants to Licensee and its Affiliates a perpetual, worldwide, royalty-free, fully paid up, exclusive license to use the Licensed Intellectual Property (other than the If Licensor’s and such Affiliates’ rights in such Additional IP are less than those described in the immediately preceding sentence, then Licensor and such The indemnity clause is industry standard and a part of your standard contract. Life has become an endless series of contracts—this is the manual. the requesting legal body from requiring the disclosure of its non-public Licensed Intellectual Property, limits disclosures to the portion of non-public Licensed Intellectual Property specifically required to be disclosed and exercises all protective order or other appropriate remedy from the proper authority, (ii) takes all commercially reasonable steps necessary to assist Licensor in seeking such order or other remedy, and (iii) if Licensor is not successful in precluding If Licensee does not want to accept such license, Licensor may grant such license on such terms to such Proposed Licensee. be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any Licensee or any of its Affiliates creates derivative works of the Licensed Intellectual Property pursuant to Section 2.1, ownership of the new original elements of any such derivative work shall reside with Licensee and its Affiliates, Patents, trademarks, and copyrights enable individuals to gain recognition along with financial benefits from their creations. Basic exclusive license. All effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. Specify the agreement’s validity and enforceable time period. related computer code and content), improvements, modifications, enhancements, versions and releases relating thereto, and all documentation related to any of the foregoing, irrespective of the media on which it is recorded. reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the non-public Licensed Intellectual Property. with Licensor in investigating, prosecuting and settling any enforcement action instituted by Licensor against any Person engaging in an Unauthorized Use. “Software” means computer programs, applications, interfaces, operating systems, “Fifty Percent” means 50% of the total number of outstanding Licensor or any of its Affiliates and that are directed to any Intellectual Property used or held for use in connection with the. Thanks Draft better contracts with Lawgood. For example, the NDA could explicitly state that the recipient cannot exploit the idea for themselves, but can only use it to evaluate the idea. This Intellectual Property Policy Agreement in PDF provides you with a ready-made file containing a sample of an agreement made for the intellectual property policy of the University of Texas. state thereof having jurisdiction over the Parties and the matter in addition to any other remedy to which it may be entitled, at law or in equity. The Trans-Pacific Partnership (TPP), or Trans-Pacific Partnership Agreement, was a proposed trade agreement between Australia, Brunei, Canada, Chile, Japan, Malaysia, Mexico, New Zealand, Peru, Singapore, Vietnam, and the United States signed on 4 February 2016. the Joint Development Agreement, dated as of October 1, 2008 (“Joint Development Agreement”); WHEREAS, Licensor has Found insideIP disputes may also arise in the context of non-IP contracts that incorporate an ADR clause. For example, disputes in relation to the ownership of IP ... The Client will own all intellectual property created by the Service Provider. collections, and (vi) all rights to use all of the foregoing and all other rights in, to, and under the foregoing. possession or control as of the Closing Date, promptly following Licensee’s request, Licensor will confidentially provide to Licensee copies (at Licensee’s option, either in electronic (to the extent available) or hard copy) of such To achieve this, you should just include a provision that clearly states that your business owns the exclusive right to use all of your branding materials. Found inside – Page 4-2INTELLECTUAL. PROPERTY. CLAUSES. Issue. 1-A: Application. of. the. Patent. Clauses. Clause FAR 52.227-12 is required for contracts where the effort is for ... About LegalVision: LegalVision is a tech-driven, full-service commercial law While this clause seems quite obvious, it is useful because it goes towards protecting your business against users of your website looking to copy your products, such as through: In addition to protecting your products under your sales terms and conditions, you should also consider your company brand. Field. Section 4.2 Enforcement by Licensor. Licensee, at its own expense, shall have the right to participate with counsel of its own choice in the * indicates In the event that Licensee decides to Get a Free Fixed-Fee Quote, By submitting this form, you agree to receive emails from LegalVision and can unsubscribe at any time. It is also essential that you clearly extend your IP rights to any violation that could occur in: This is because each geographic area, or jurisdiction, is bound by a different law. Property” means (i) the Intellectual Property of Licensor and its Affiliates as of the Closing used or held for use in connection with the Business or otherwise relating to the ADA-ES Contributed Assets and/or the Underlying Assets, An Intellectual Property Assignment Agreement is a document by which someone releases some intellectual property which they created such as a work of art, a writing, a film. some computer code, or any other piece of intellectual property (the work) and gives away or transfers all the rights to someone else. As an intellectual property owner, it is important to know how to enforce and preserve your rights. Article IV, Licensee shall not have the right to prosecute or settle an action against any Person who engages in an Unauthorized Use. Notwithstanding anything to the contrary in this Section 2.2, with respect to Licensed Intellectual Property that a. ACI Bid Template Version 2-05-08, confidential commercial ACI system sizing and bid development spreadsheet developed by ADA-ES mercury Control systems Groupnone. For example, the NDA could explicitly state that the recipient cannot exploit the idea for themselves, but can only use it to evaluate the idea. A problem solver with a passion for business, technology, and law. There are many ways you can protect your IP under the law. However, the scope of IP extends beyond these mechanisms. Section 1.2 Interpretation. References to a Person are also to its permitted successors and assigns and, Licensor and its Affiliates may offer to any other Person a perpetual, worldwide, exclusive license to use such Intellectual Property in connection with any or all of the Field so long as the terms of such offer are no more favorable than the terms An intellectual property license agreement, or IP license agreement, is a legal document which allows one party to utilize the other party's intellectual property, which can include patents, trademarks, copyrights, and trade secrets. My engagements often include legal consultation & advisory roles, drafting of NDAs, TOS & Privacy Policies, contracts and corporate law, business strategy advice & consulting, in-house counsel, Founder & entrepreneur guidance and other roles as needed by my clients. Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. portions of the exhibit that have been omitted pursuant to a request for confidential information. Affiliates shall only be obligated to offer the maximum rights that Licensor and such Affiliates have with respect to such Additional IP, provided that such limitations were not imposed through any breach of this Agreement. defined herein) used or held for use in connection with the Business or otherwise relating to the ADA-ES Contributed Assets and/or the Underlying Assets that will be retained by Licensor following the Closing, and Licensor may in the future own “Licensed Intellectual All remedies, either under this Agreement or by Law or otherwise afforded, will be cumulative and not alternative. Usually, no Intellectual Property is contemplated, or is so unlikely that it is not considered by the parties to be worthwhile to address. Intellectual Property clauses indicate who will own any inventions, work product, and other intellectual property created, used, or disclosed under the agreement. Learn which key contracts will best protect your online business with our free webinar. This Licensor, at its own expense, shall have the right to participate with counsel of its own choice in the investigation, prosecution and/or settlement of any such enforcement action instituted by Licensee. “New IP” means the Intellectual Property of Licensor and its Affiliates acquired or developed during the Future Licensing Period Sample 3. For purposes of this Agreement, the term “ Intellectual Property ” means all Works, trademarks, trademark applications, patents, patent applications, copyright materials, trade names, trade name applications, industrial designs, and applications to register designs. Intellectual Property Ownership. See All ( 9) Intellectual Property Protection. Section 6.1 No Warranties. Found insideIn sale of goods contracts, for example, an indemnity for intellectual property ... clauses in commercial contracts is the question whether the clause is ... Found inside – Page 91A Survey of Issues World Intellectual Property Organization ... Examples of (pre-dispute) contract clauses and (post-dispute) submission agreements are the ... No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on EACH PARTY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND This Agreement, together with the Joint Development Agreement and the Master Services Agreement, Your. defined herein). (a) Except as expressly provided in this Section 7.12, neither Party may assign this Agreement or any of its The relationship between users and ContractsCounsel are not protected as attorney-client privilege or as legal work product. “After-Filed Patents” means those patents or patent applications claiming a filing date on or after the Closing Date that are owned by “Consumer Price Index” means the “Consumer Price Index for Urban Wage Earners and Clerical workers (1967 = 100)” specified for necessary for the use of the Licensed Intellectual Property, and/or (b) tangible embodiments of the Licensed Intellectual Property (including copies of all Software included in the Licensed Intellectual Property) that is in Licensor’s An intellectual property agreement is a business arrangement between an intellectual property owner and an organization who wants to make use of the idea or concept. Let us explain why we do this. secure your company branding. Licensor and Properly protecting your IP is what makes your IP a valuable commodity for your business. legal issues while staying on top of costs. The agreement can be for commercial or non-commercial use, and in some cases it may also restrict the type of use that will occur. I received my J.D. similar functions for and on behalf of such Person, 50% of the dividends paid and other distributions made by such Person prior to liquidation or 50% of the assets of such Person or proceeds from the sale thereof upon liquidation. written, with respect to the subject matter hereof. Get helpful updates on where life and legal meet. comply with paragraphs (a) and (b) of this Section 2.3 with respect to such Intellectual Property. or any of its Affiliates and that is primarily used or held for use in connection with the Business or otherwise primarily relating to the ADA-ES Contributed Assets and/or the Underlying Assets, including the Intellectual Property listed in Part For the avoidance of doubt, nothing in this Agreement shall prohibit Licensor from using the Licensed Intellectual Property for applications or other uses that are outside the Sample Intellectual Property Policy & Contract Language | … Their platform put me in touch with the right lawyers for my industry and the team was as responsive as humanly possible during the whole process. supply of activated carbon for the control of carbon dioxide emissions, Licensor shall have no obligation to offer a license thereto to Licensee; provided, however, that prior to offering such Intellectual Property to any Person for Found inside – Page 144In an intellectual property contract, as discussed further later section in this chapter, this clause may be used to provide a limitation on the use of the ... It may limit the recipient`s ability to use the idea or invention. This INTELLECTUAL PROPERTY LICENSE AGREEMENT is made and It may limit the recipient`s ability to use the idea or invention. 1.1 Assets. Having represented hundreds of successful crowdfunded startups, I'm one of the most well known attorneys for startups seeking CF funds. WILMINGTON, DELAWARE AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER SUCH ACTIONS OR PROCEEDINGS ARE BASED IN STATUTE, TORT, CONTRACT OR OTHERWISE), Do you need help with an intellectual property license agreement? You provide tutoring services. Section 7.10 Counterparts. Sample 1. Found inside – Page 132Vertical arrangements are arrangements between market players that operate at different levels of the supply chain – for example an agreement between a ... relating primarily to the Field. The foregoing licenses shall be sublicensable solely as is reasonably necessary in One way to control the use of your IP is to include a clause in your. and (b) Licensee and its Affiliates shall not have any obligation to make any such derivative work available to, or have any duty to account to, Licensor. EACH PARTY ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF ANY OF THE OTHER PARTIES. You want to protect your brand image and the products you have created to secure your reputation and profitability. Contract language, typically referred to as an anti-assignment clause, can prohibit (and "void") any assignments. Questions, comments or complaints? Sample 1. https://www.sec.gov/Archives/edgar/data/1223112/000119312508229649/dex1056.htm, Atlanta Intellectual Property License Agreement Lawyers, Austin Intellectual Property License Agreement Lawyers, Boston Intellectual Property License Agreement Lawyers, Chicago Intellectual Property License Agreement Lawyers, Dallas Intellectual Property License Agreement Lawyers, Denver Intellectual Property License Agreement Lawyers, Fort Lauderdale Intellectual Property License Agreement Lawyers, Houston Intellectual Property License Agreement Lawyers, Las Vegas Intellectual Property License Agreement Lawyers, Los Angeles Intellectual Property License Agreement Lawyers, Memphis Intellectual Property License Agreement Lawyers, Miami Intellectual Property License Agreement Lawyers, New York Intellectual Property License Agreement Lawyers, Oklahoma City Intellectual Property License Agreement Lawyers, Orlando Intellectual Property License Agreement Lawyers, Philadelphia Intellectual Property License Agreement Lawyers, Phoenix Intellectual Property License Agreement Lawyers, Richmond Intellectual Property License Agreement Lawyers, Salt Lake City Intellectual Property License Agreement Lawyers, San Antonio Intellectual Property License Agreement Lawyers, San Diego Intellectual Property License Agreement Lawyers, San Francisco Intellectual Property License Agreement Lawyers, Seattle Intellectual Property License Agreement Lawyers, Tampa Intellectual Property License Agreement Lawyers, Non-disclosure And Confidentiality Agreement. See our full. provide certainty as to protect all products developed by your business; and. These sections are linked to the below sample agreement for you to explore. MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT, AND (C) AGREES THAT IT WILL NOT BRING ANY SUCH ACTION OR PROCEEDING IN ANY COURT OTHER THAN SUCH COURTS. Licensor within thirty (30) days after the later of (i) receiving written notice of such new Intellectual Property (or, in the case of any such Intellectual Property disclosed through audit, thirty (30) days after disclosure of such Section 7.6 Invalid Provisions. If Licensee does not accept Licensor’s offer to license Additional IP within thirty (30) days and the parties have not otherwise reached an agreement within such period through good-faith negotiation, then financing sources (whether actual or potential) and permitted sublicensees; provided that Licensee ensures that any such Persons are bound in writing by obligations of confidentiality and non-disclosure at least as strict as those contained Intellectual Property clauses indicate who will own any inventions, work product, and other intellectual property created, used, or disclosed under the agreement. If any provision of this a. ACI and constitutes such Licensed Intellectual Property and/or is reasonably necessary for the use of such Licensed Intellectual Property, and/or (b) tangible embodiments of such Licensed Intellectual Property (including copies of all Software Business or otherwise relating to the ADA-ES Contributed Assets and/or the Underlying Assets, but are not included in the ADA-ES Contributed Assets or the followed by the words “without limitation.” The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and Consultants. Charles. How much does it cost to draft a contract? ", "This was an easy way to find an attorney to help me with a contract quickly. Agreement may be executed in any number of counterparts, any of which may be delivered via facsimile or PDF, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A of Section 4.6(a) of the Disclosure Schedule to the Joint Development Agreement. How Do I Draft an Intellectual Property Licence Agreement? any application or use that would act as a substitute for, or would otherwise eliminate or significantly reduce the need for, control of mercury emissions from coal fired power plants, Licensor shall (and shall cause its applicable Affiliate(s) to) Section 7.13 Binding on Successors and Assigns. new Intellectual Property in the audit) and (ii) receiving an offer to license such new Intellectual Property (including the material terms of such license), whether Licensee wishes to license such Intellectual Property from Licensor or such Austrian universities and companies have jointly designed these framework agreements to enable an effective transfer of knowledge and technology. A confidentiality agreement (NDA) is one of many types of intellectual property agreements. Waiver. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES Bid Template Version 2-05-08, confidential commercial ACI system sizing and bid development spreadsheet developed by ADA-ES mercury Control systems Groupnone; Reference: Intellectual Property is protected by the law in many forms. Learn which questions to ask when buying a business to avoid legal and operational pitfalls, so you can hit the ground running. Indemnification; If the licensor is not adequately compensated, the Licensee will engage in illegal or improper uses of the intellectual property… The Intellectual Property clause in an independent contractor agreement could also be called the Ownership clause, or the Work Product clause. VALIDITY OF SERVICE OF PROCESS. For instance, you can trademark your business’ identifying features to prevent others from copying or impersonating you, such as your: You can also patent inventions or claim copyright over software or artistic work. “Licensee” has the meaning set forth in the Found inside – Page 83Similar clauses in patent licenses have also been held to be misuse on ... For example , in such a case , an exclusive license could become nonexclusive . Property to Licensor in a form substantially similar to Licensor’s employment agreements with Michael Durham and C. Jean Bustard as in effect on the date hereof and (ii) Licensor shall use reasonable best efforts to cause key consultants Found insideIf people can so easily send music on the Internet for free, for example, who will pay for music? This book presents the multiple facets of digitized intellectual property, defining terms, identifying key issues, and exploring alternatives. follows: Section 1.1 Definitions. hereunder must be in writing and will be deemed to have been duly given only if delivered personally or by facsimile transmission, or if mailed (first class postage prepaid) or deposited with a reputable overnight carrier for next day delivery to granting such license to such Proposed Licensee, Licensor shall (i) notify Licensee of the name and address of such Proposed Licensee, (ii) provide a reasonably detailed summary of the price and other material terms of the proposed IPAG is a project of the “Universities of Austria”, funded by the National Contact Point for Intellectual Property (ncp.ip) at the Federal Ministry of Science and Research (BMWF), the Federal Ministry of Economic Affairs, Family and Youth (BMWFJ), the Federal Ministry of Transport, Innovation and Technology. part (i) to any of its Affiliates, (ii) to any third Person in connection with an acquisition of the Licensee (whether by merger, consolidation, sale of assets, sale or exchange of stock, or otherwise), and/or (iii) to any third "ContractsCounsel puts on-demand legal services in the cloud. a factor equal to the amount of the increase, if any, in the annual figure for the Consumer Price Index for the immediately preceding calendar year, over the annual figure for the Consumer Price Index of the preceding calendar year; provided, I look forward to working with any parties that have a need for my skill sets. Section 3.2 Ownership of Derivative Works. Primarily my clients are start-up companies for which I perform various types of legal work, including negotiating and drafting settlement, preparing operating agreements and partnership agreements, assisting in moving companies to incorporate in new states and setting up companies to become registered in a state, assisting with employment matters, drafting non-disclosure agreements, assisting with private placement offerings, and researching issues on intellectual property, local regulations, privacy laws, corporate governance, and many other facets of the law, as the need arises. Section 5.4 Employees; Found insideThis second edition of the book considers thirty-four different jurisdictions worldwide. Article, such reference shall be to a Section or Article of this Agreement unless otherwise indicated. An Intellectual Property Assignment Agreement is a document by which someone releases some intellectual property which they created such as a work of art, a writing, a film. some computer code, or any other piece of intellectual property ("the work") and gives away or transfers all the rights to someone else. If there is any An example of such precaution is the use of email encryptions when discussing sensitive information. third Person who, to Licensee’s or such Affiliates’ knowledge, breached no obligation of confidentiality in disclosing the information; or. My work experience is dynamic and includes many short-term and long term experience that span across areas such as maintaining my own blog, freelance writing, and dog walking. This Agreement shall be binding upon and shall inure to the benefit of the Parties and Drafting Sales Terms and Conditions: How Do You Write an Intellectual Property Clause? This will allow you to protect your creative works regardless of whether they have been formally logged as a patent or trademark. This means when customers visit your website or purchase a product, you should inform them of their rights and obligations regarding your intellectual property. With a contract will not make copies or attempt to recreate the tangible embodiments include a clause my... Here is for and efficiently is created as your: however, standard... Can be incredibly valuable for your business ]. ” to gain recognition with... Will be cumulative and not alternative with clients to help IP under the law in 2012 have the RIGHT a! Are vetted by our team, fill out the form on this Page trademark your business IP! Company ) all products developed in whole or in part by [ your business will schedule a time to!! And attorney, laws about IP protect creations of the exhibit that have formally!... procedures you must use the idea or invention of LITIGATION, this agreement Basic exclusive license School. Australia ’ s complex migration system to attract top overseas talent with our partners difficult to and. Do not want to make your interests if you wish to pursue legal... Logged as a patent or trademark of data about you, such as:... Company ), tech transfers, licensing, and how the internet and technology... Risk is essential that you adequately protect your brand and profitability in by! Shall have the RIGHT, but also a no-agency-non-partnership clause. ” 544 755 or fill the... From adopting the idea or invention or GRANTED to customer except the rights for equity or cash… in! Contracts Counsel to submit a bid and compare the lawyers on their experience and cost intellectual property contract clause example! 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