Joint IP Ownership Contract Clause

Intellectual Property

1. "Background IPR" means intellectual property rights existing prior to the commencement of this Agreement, including any such rights owned by a party or licensed to a party from a third party.

2. "Contract IPR" means all intellectual property rights (excluding Background IPR) generated by the Service Provider while performing the Services under this Agreement.

3. Subject to Clause 4, upon creation, the Contract IPR shall be owned jointly by the Service Provider and the Client. Each party shall be entitled to use the Contract IPR for its own business purposes and to grant non-exclusive licences to third parties provided that such use and/or licence does not result in disclosure of the other party's Confidential Information. Neither party shall assign or dispose of any interest in the Contract IPR without the consent of the other party.

4. To the extent any Contract IPR has been generated by the Service Provider and the Service Provider does not wish to retain joint ownership, the Service Provider hereby assigns to the Client absolutely its whole right, title and interest in and to such Contract IPR.

5. Each party grants the other a non-exclusive, royalty free licence to use the grantor's Background IPR to the extent necessary for the Client to receive and use the Services and Contract IPR.