Background IP Licence to use Background IP Each party hereby makes its Background IP available to the other [party/parties] on a non-exclusive basis to be used solely for the Research Project. Each Contributing Party grants to the other [party/parties] a non-exclusive, royalty-free licence to use the Contributing Party's Background IP solely for the purpose of conducting the Research Project in accordance with this Agreement other than for Commercialisation. Property in the Background IP Each acknowledges and agrees that Background IP of a Contributing Party shall at all times remain the property of that Contributing Party. [Note: Include the following sentence if Improvements are to constitute Background IP.] [For the avoidance of doubt, any Improvements to Contributed IP of a Contributing Party will also be the property of that Contributing Party notwithstanding which party made the Improvements to that Contributed IP.] Improvements [Note: Include this clause if Improvements are to constitute Background IP.] Each party (Improving Party) acknowledges and agrees that if it, or anyone who it retains to perform any services in relation to the Research Project, makes any Improvement to the Contributing Party's Contributed IP, whether during or after the Research Project Term (each such Improvement an Improving Party Improvement), all right, title and interest (including Intellectual Property) in the Improving Party Improvement will be assigned to the Contributing Party, free from all encumbrances and without charge, effective on the date of creation of the Improving Party Improvement, without any further requirement. The Improving warrants to the Contributing Party that: it has the right to assign all right, title and interest (including Intellectual Property) in and to each Improving Party Improvement to the Contributing Party in accordance with clause 3.3(a), and to this end the Improving Party has ensured that, prior to such assignment becoming effective, any person who has any right, title or interest (including Intellectual Property) in or to that Improving Party Improvement has assigned such right, title or interest to the Improving Party; the performance by the Improving of its obligations under clause 3.3(a) will not cause it to be in breach of any agreement or understanding to which it is a party or is subject; and subject to any written disclosure by the Improving Party to the Contributing Party, given at any time during or after the Research Project Term, to the best of the Improving Party’s actual knowledge, the use of the Improving Party Improvement will not infringe the Intellectual Property of any third party. The Improving Party agrees to:
Background IP Licence to use Background IP Each party hereby makes its Background IP available to the other [party/parties] on a non-exclusive basis to be used solely for the Research Project. Each Contributing Party grants to the other [party/parties] a non-exclusive, royalty-free licence to use the Contributing Party's Background IP solely for the purpose of conducting the Research Project in accordance with this Agreement other than for Commercialisation. Property in the Background IP Each acknowledges and agrees that Background IP of a Contributing Party shall at all times remain the property of that Contributing Party. [Note: Include the following sentence if Improvements are to constitute Background IP.] [For the avoidance of doubt, any Improvements to Contributed IP of a Contributing Party will also be the property of that Contributing Party notwithstanding which party made the Improvements to that Contributed IP.] Improvements [Note: Include this clause if Improvements are to constitute Background IP.] Each party (Improving Party) acknowledges and agrees that if it, or anyone who it retains to perform any services in relation to the Research Project, makes any Improvement to the Contributing Party's Contributed IP, whether during or after the Research Project Term (each such Improvement an Improving Party Improvement), all right, title and interest (including Intellectual Property) in the Improving Party Improvement will be assigned to the Contributing Party, free from all encumbrances and without charge, effective on the date of creation of the Improving Party Improvement, without any further requirement. The Improving warrants to the Contributing Party that: it has the right to assign all right, title and interest (including Intellectual Property) in and to each Improving Party Improvement to the Contributing Party in accordance with clause 3.3(a), and to this end the Improving Party has ensured that, prior to such assignment becoming effective, any person who has any right, title or interest (including Intellectual Property) in or to that Improving Party Improvement has assigned such right, title or interest to the Improving Party; the performance by the Improving of its obligations under clause 3.3(a) will not cause it to be in breach of any agreement or understanding to which it is a party or is subject; and subject to any written disclosure by the Improving Party to the Contributing Party, given at any time during or after the Research Project Term, to the best of the Improving Party’s actual knowledge, the use of the Improving Party Improvement will not infringe the Intellectual Property of any third party. The Improving Party agrees to:
Standard-CRA-AAMRI_2016.docx