Joint IP Ownership Contract Clause

Intellectual Property

1. "Intellectual Property" means any and all intellectual and industrial property rights throughout the world including rights in respect of or in connection with: (a) patents and inventions; (b) trademarks and service marks; (c) domain names; (d) copyright (including future copyright) and moral rights; (e) designs; (f) software; (g) trade secrets and confidential information; (h) databases; and (i) any rights to registration of such rights whether created before or after the date of this Agreement and including all renewals and extensions.

2. "Background IP" means any and all Intellectual Property developed, owned or licensed by a party prior to the commencement of this Agreement or developed independently of this Agreement.

3. "Developed IP" means any and all Intellectual Property developed by or on behalf of either party in the course of performing this Agreement.

4. Ownership of Background IP remains vested in the party that contributes the Background IP. Neither party assigns or transfers any interest in their respective Background IP to the other party.

5. Both parties shall jointly own the Developed IP. Each party shall have an equal, undivided share in the Developed IP and neither party may use, assign, transfer, license or otherwise deal with the Developed IP without the other party's express written consent.

6. Each party shall, at the reasonable request of the other party, take such steps as are necessary to give full effect to the provisions of this clause.