INTELLECTUAL PROPERTIES
Ownership Clause
Except as specifically provided herein, each Party owns and retains all right, title and interest, worldwide, in any and all of its Intellectual Property preexisting before the effective date of this Agreement (“Background IP”).
2. IKM shall own and retain ownership of any data, information, derivative works, work product or other Intellectual Property it creates, without any contribution from other companies of any kind, hereunder (“IKM IP”).
3. other companies, subject to the licenses described herein, shall own and retain ownership of any data, information, derivative works, work product or other Intellectual Property it creates, without any contribution from IKM of any kind, hereunder (the “other companies IP”).
4. All Intellectual Property jointly made, developed, conceived, first reduced to practice, fixed in any tangible medium of expression or created by other companies and IKM under this Agreement (“Joint IP”), shall be the joint property of the Parties.
5. Each of the Parties represents, warrants and covenants that any Joint IP will be created solely by their respective Personnel acting within the scope of their employment, or under a written independent other companies agreement assigning Intellectual Property rights.
6. With respect to Joint IP that qualifies as original works of authorship under the copyright laws (either UK or foreign), if any moral rights (either UK or foreign) are created, each Party hereby waives and shall cause its Personnel to waive such rights in the Joint IP.
7. IKM shall have the right to adopt and use its own trademarks, trade dress and identifying information to be used in association with any Joint IP or IKM IP. Except as expressly provided for in this Agreement, neither Party grants to the other any rights to use its trade names, trademarks, service marks, logos or designations (each a “Mark” and collectively the “Marks”) in connection with exploiting Joint IP. Any license to Marks shall only be granted pursuant to a separate trademark license mutually agreed by the Parties.
8. Each Party agrees to and hereby assigns to the other Party, or its designees, an undivided one-half of its full right, title and interest in and to all Joint IP. Each Party agrees that, during the term of this Agreement and subsequent to the completion or termination of this Agreement, they will, at the other Party’s request and expense, execute any and all applications for UK and foreign patents, copyrights or other rights and otherwise provide assistance (including, but not limited to, the execution and delivery of instruments of further assurance or confirmation) to assign an undivided one-half interest in said Joint IP to the other Party and to permit the other Party to enforce any patents, copyrights or other rights in and to said subject Intellectual Property.