Intellectual Property Rights

• −  Each Partner Institution hereby grants to the other Partner Institutions a non-exclusive, non- transferable, royalty-free license to use their respective names and logos including trademarks, solely for the purpose of performing their obligations and exercising their rights under this Agreement. Each instance of such use of the names and logos shall be in such form as agreed with the Partner Institution in question prior to use.
• −  The ownership and, or control of Intellectual Property generated in connection with the MorphoPHEN EMJM shall apply as follows:

• –  If generated by the student, it is subject to the rules of the Partner Institution where the student was based at the time the Intellectual Property was created, provided that it is hereby agree that any Intellectual Property being created or developed by a Student shall be owned by the given student, unless otherwise agreed in writing by the Partner Institutions.
•   If generated by staff, it shall be subject to the rules of the employing Partner Institution.

− For the purposes of this article and this Agreement, the following definitions shall apply:

•   “Background Intellectual Property” means all and any Intellectual Property (excluding Foreground Intellectual Property) created, developed or otherwise in existence prior to the commencement date of this Agreement and made available to a Partner Institution;
•   “Foreground Intellectual Property” means all and any Intellectual Property created or developed by a Partner Institution in the course of the implementation of the Master Degree Programme
•   “IntellectualProperty”meanscopyrightworks,patents,discoveries,improvements,inventions,trademarks, designs, information, data, formulae, specifications, results of tests and field trials, diagrams, expertise, techniques, technology, know-how, and other intellectual property of any nature whatsoever, including applications and the right to apply for registration of any of the foregoing rights.
• −  The Partner Institutions each individually confirm that strict confidentiality shall be observed in all communications relating to the portable or potentially-commercially valuable Intellectual Property created within the MorphoPHEN EMJM. No disclosures of Intellectual Property shall be made to third parties without permission of the appropriate authorities or persons. Where Intellectual Property is developed jointly between students and, or staff of two or more Partner Institutions, the Partner Institutions shall agree which of them shall manage the generated Intellectual Property and for this purpose shall ensure that full assignments of Intellectual Property are obtained.
• −  Any Background Intellectual Property shall at all times remain the sole and exclusive property of the Partner Institution to whom that Background Intellectual Property belonged prior to the commencement date of this Agreement. Each of the Partner Institutions hereby grants to the other Partner Institutions a non-exclusive and non-transferable license to use the first Partner Institution’s Background Intellectual Property to the extent necessary to fulfill the other Partner Institution’s obligations under this Agreement, and related Agreement or regulations, for the purposes of the implementation of the MorphoPHEN EMJM.
• −  Any Foreground Intellectual Property shall be, subject to any written Agreement between the Partner Institutions to the contrary, and subject to this article, the sole and exclusive property of the Partner Institution creating or developing it. All the Partner Institutions hereby grant to the other Partner Institutions a non-exclusive and non-transferable license to use the first Partner Institution’s Foreground Intellectual Property to the extent necessary to fulfill their obligations under this Agreement, and related Agreement or regulations, for the purposes of the implementation of the MorphoPHEN EMJM.
• −  Each Partner Institution shall promptly and fully notify the other Partner Institution of any actual, threatened or suspected infringement of the other Partner Institution’s Intellectual Property Rights which comes to the first Partner Institution’s notice, and of any claim by any third party coming to its notice that the marketing and, or offering of the MorphoPHEN EMJM infringes any rights of any third party.

• − The Partner Institutions shall ensure that all goodwill resulting from the use by a Partner Institution under this Consortium Agreement of the Intellectual Property Rights of other Partner Institutions shall be of benefit to the owner of such Intellectual Property Rights.