License to Client Contract Clause

Intellectual Property

1. Intellectual Property Rights. "Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

2. Work Product. "Work Product" means all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether patentable or not) which relate to the Services and which are conceived, developed, made or reduced to practice by the Provider or its employees, agents or subcontractors during the course of performing the Services.

3. Background IP. Each party shall retain all right, title and interest in and to its Background IP. "Background IP" means all Intellectual Property Rights that are owned by or licensed to a party prior to the Effective Date or that are developed or acquired by a party independently of this Agreement.

4. Ownership of Work Product. Subject to the Provider's rights in the Background IP, the Provider assigns (by way of present and, where appropriate, future assignment) to the Client absolutely, with full title guarantee, all right, title and interest in and to the Work Product, including all Intellectual Property Rights in the Work Product.

5. License to Background IP. The Provider grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to use, copy, modify and develop the Background IP to the extent that such licence is required to enable the Client to make reasonable use of the Work Product and the Services.