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Question 1 of 2   Question 2 of 2
1 Intellectual Property (Assignment/License)INTELLECTUAL PROPERTY - ASSIGNMENT/LICENSE (Party-1 Assignee) - Do I want Party-2 to assign or license the intellectual property rights in the Deliverables to Party-1? | Assign. Party-2 acknowledges and agrees that Party-1 contracted with Party-2 to create the Deliverables for Party-1 and that the Deliverables are owned by Party-1 in the entirety as: (a) a "work made for hire" (to the extent permitted by Law) in which Party-1 owns all copyrights as the author and all other intellectual property and proprietary rights, if legally applicable; and (b) the exclusive owner or assignee of all intellectual property and proprietary rights to the Deliverables. To the extent that any works within the Deliverables may not be considered a "work made for hire" under the United States copyright Laws, and to the extent that any rights to the Deliverables may be vested in any person other than Party-1, Party-2 hereby irrevocably grants and assigns, and represents and covenants to cause any third party to irrevocably grant and assign, free and clear of any liens, claims or encumbrances, exclusively to Party-1, each and every right in the Deliverables throughout the world, including all copyright, patent, trade secret, and all other intellectual property and proprietary rights, together with all renewals and extensions thereto, and the right to bring actions for past and future infringement. This grant and assignment may be confirmed in a form acceptable to Party-1. Party-2 acknowledges and agrees to take all appropriate steps at the request of Party-1 to secure for Party-1 all rights and benefits in and to the Deliverables, to protect Party-1's rights in the Deliverables and to appoint Party-1 as Party-2's attorney-in-fact to enable Party-1 to record, file and prosecute any application for, and acquire, maintain and enforce, any intellectual property and proprietary rights and any other rights in the Deliverables throughout the universe in all languages and in all media and forms of expression and communication now or later developed. Party-2 agrees to waive any and all rights of attribution and integrity Party-2 may have in any the Deliverables under Section 17 U.S.C. ยง106A of the United States copyright Laws and any right of privacy or publicity for the Deliverables identified for all uses as stated and contemplated. This provision survives this Agreement. | Background Intellectual property (Party-2 retains ownership of its background intellectual property and licenses it to Party-1). However, Party-2 retains ownership of the Background Intellectual Property. "Background Intellectual Property" means Party-2's patentable and non-patentable manufacturing processes, inventions, ideas, discoveries, improvements, design rights, works of authorship, copyrights, patents, patent applications, trade secrets, and know-how, either: (a) existing prior to the Effective Date (as proved by documents created in the normal course of business); or (b) created by Party-2 after the Effective Date separate and apart from the activities contemplated under this Agreement (as proved by documents created in the normal course of business). Party-2 hereby grants to Party-1 an irrevocable, perpetual, non-exclusive, worldwide, sublicenseable, royalty-free license in any of the Background Intellectual Property which may be contained in the Deliverables, such license to be exercised by Party-1 solely in connection with the Deliverables. Such license is also transferable, but Party-1 may not under any circumstances transfer Party-2 Background Intellectual Property separate and apart from the Deliverables. This provision survives this Agreement. | | Grant Back License (Party-1 grants a license back to Party-2). Grant Back License. This provision survives this Agreement. Party-1 grants to Party-2 an irrevocable, perpetual, non-exclusive, worldwide, transferable, sublicenseable, royalty-free license in the Deliverables to permit Party-2 to exercise all intellectual property and proprietary rights to the Deliverables for use in the following field of use: What is the field of use?
| | No background intellectual property and no grant back license. |
| | License. | Comprehensive perpetual license, worldwide territory. Party-2 grants Party-1 an irrevocable, perpetual, non-exclusive, worldwide, transferable, and sublicenseable license in the Deliverables to permit Party-1 to exercise all intellectual property and proprietary rights to the Deliverables. | | Comprehensive perpetual license, I specify the territory. Party-2 grants Party-1 an irrevocable, perpetual, non-exclusive, transferable, and sublicenseable license in the Deliverables to permit Party-1 to exercise all intellectual property and proprietary rights to the Deliverables. This license may only be exercised in the following territory: | | Limited perpetual license, worldwide territory. Party-2 grants Party-1 a perpetual, non-exclusive, worldwide, non-transferable, and non-sublicenseable license to reproduce, make derivative works, use and make the Deliverables, for Party-1's internal business purposes. | | Limited perpetual license, I specify the territory. Party-2 grants Party-1 a perpetual, non-exclusive, non-transferable, and non-sublicenseable license to reproduce, make derivative works, use and make the Deliverables, for Party-1's internal business purposes. This license may only be exercised in the following territory: | | Limited license for the Term, worldwide territory. Party-2 grants Party-1, during the Term only, a non-exclusive, worldwide, non-transferable, and non-sublicenseable license to reproduce, make derivative works, use and make the Deliverables, for Party-1's internal business purposes. | | Limited for the Term, I specify the territory. Party-2 grants Party-1, during the Term only, a non-exclusive, non-transferable, and non-sublicenseable license to reproduce, make derivative works, use and make the Deliverables, for Party-1's internal business purposes. This license may only be exercised in the following territory: |
| | No assignment or license. INTENTIONALLY LEFT BLANK BY THE PARTIES. |
2 Intellectual Property (Sublicense to Third Party Contractors)INTELLECTUAL PROPERTY - THIRD PARTY CONTRACTORS SUBLICENSE (Party-1 Sublicenses) - Can Party-1 sublicense its Deliverables license to third party contractors for Party-1's internal business purposes?
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"Intellectual Property" means the nontangible goods provided by one party to the other, such as a report, software code, a process, a design, a work of authorship, an invention, a product or service name, or a secret with commercial value. In this case, an assignment means that a party assigns ownership of all rights in the intellectual property to the other party, while a license means that a party has a right to use the intellectual property but does not own it. "Intellectual Property" means the nontangible goods provided by one party to the other, such as a report, software code, a process, a design, a work of authorship, an invention, a product or service name, or a secret with commercial value. In this case, an assignment means that a party assigns ownership of all rights in the intellectual property to the other party, while a license means that a party has a right to use the intellectual property but does not own it.
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