1.2.c.c. "Intellectual Property and Data Rights" Patent and Invention Rights (Nonreimbursable and Reimbursable Space Act Agreements) Short Form Sample Clause.
(a) The term "participant," as used herein, means any non-Federal Government entity that is a party to this agreement. The patent and invention rights set forth herein are applicable to any employees, contractors or subcontractors, or other entities having a fiduciary or contractual relationship with participant that are assigned, tasked, or contracted with to perform specified participant activities under this agreement.
(b) Title to inventions made (conceived or first actually reduced to practice) as a consequence of, or in direct relation to, the performance of activities under this agreement will remain with the respective inventing parties (participant or NASA). No patent or invention rights are exchanged between or granted by such parties under this agreement except that, NASA and the participant agree to use reasonable efforts to identify and report to each other any invention that is believed to have been made jointly by employees of the participant and employees of NASA (including employees of NASA contractors), and to consult and agree as to the responsibilities and costs of actions to be taken to establish and maintain patent protection (in any country) on such invention and on the terms and conditions of any license or other rights to be exchanged or granted by or between NASA and the participant.
1.2.d.d. "Intellectual Property and Data Rights" Patent and Invention Rights (Nonreimbursable Space Act Agreement) Standard Form Sample Clause.
I.
Definition: The term "participant," as used herein, means any non-Federal Government entity that is a signatory to this agreement. The patent and invention rights set forth herein are applicable to any employees, contractors or subcontractors, or other entities having a fiduciary or contractual relationship with participant that are assigned, tasked, or contracted with to perform specified participant activities under this agreement.
II.
General: Title to inventions made (conceived or first actually reduced to practice) as a consequence of, or in direct relation to, the performance of activities under this agreement will remain with the respective inventing parties (participant or NASA), and no patent or invention rights are exchanged between or granted by such parties under this agreement except as provided herein.
III.
NASA Inventions: NASA will use reasonable efforts to report inventions made by NASA employees as a consequence of, or that bear a direct relation to, the performance of specified NASA activities under this agreement. Upon request, NASA will use reasonable efforts to grant the participant, in accordance with the requirements of 37 CFR Part 404, an exclusive or partially exclusive, revocable, royalty-bearing license, on terms to be subsequently negotiated to any NASA invention that may be made under the agreement and on which NASA decides to file a patent application. This license will be subject to the rights reserved in paragraph VI(1), below.
IV.
NASA Contractor Inventions: In the event NASA contractors are tasked to perform work in support of specified NASA activities under this agreement and inventions are made by contractor employees or jointly between NASA employees and contractor employees, and NASA has the right to acquire or has acquired title to such inventions, NASA will use reasonable efforts to report such inventions. Upon request, NASA will use reasonable efforts to grant the participant, in accordance with the requirements of 37 CFR Part 404, an exclusive or partially exclusive, revocable, royalty-bearing license, on terms to be subsequently negotiated to any NASA invention that may be made under the agreement and on which NASA decides to file a patent application. This license will be subject to the rights reserved in paragraph VI (2), below.
V.
Joint Inventions With Participant: NASA and participant agree to use reasonable efforts to identify and report to each other, and to cooperate with each other in obtaining patent protection on any inventions made jointly between NASA employees (or employees of NASA contractors) and employees of participant. Upon timely request, NASA may (1) agree to refrain from exercising its undivided interest in a manner inconsistent with participant’s commercial interests, or (2) use reasonable efforts to grant the participant, in accordance with the requirements of 37 CFR Part 404, an exclusive or partially exclusive, revocable, royalty-bearing license, on terms to be subsequently negotiated. Both options (1) and (2) are subject to the applicable rights reserved in paragraph VI, below.
VI.
Rights to be Reserved in Participant’s License: Any license granted to participant pursuant to paragraphs III, IV, or V above will be subject to the reservation of the following rights:
(1) As to inventions made solely by, or jointly with, NASA employees, the irrevocable, royalty-free right of the Government of the United States to practice and have practiced the invention by or on behalf of the United States and on behalf of any foreign government or international organization pursuant to any existing or future treaty or agreement with the United States.
(2) As to inventions made solely by, or jointly with, employees of NASA contractors, the rights in the Government of the United States as set forth in (1) above, as well as the revocable, nonexclusive, royaltyfree license in the contractor as set forth in 14 CFR § 1245.108.
VII.
Protection of Reported Inventions: When inventions are reported and disclosed between the parties in accordance with the provisions of this clause, the receiving party agrees to withhold such reports or disclosures from public access for a reasonable time (presumed to be 1 year unless otherwise mutually agreed) in order to facilitate the allocation and establishment of the invention and patent rights under these provisions.
VIII.
Patent Filing Responsibilities and Costs: The invention and patent rights set forth herein shall apply to any patent application filed and patents obtained in any country, and each party is responsible for its own costs of preparing, prosecuting, issuing, and maintaining patents covering sole inventions in any country; except that NASA and participant may, upon the reporting of any invention (sole or joint) or in any license granted, mutually agree otherwise for any country as to patent application preparation, filing and prosecution responsibilities and costs, and maintenance responsibilities and costs. As to any invention made jointly between NASA employees (or employees of a NASA contractor) and employees of participant and for which participant files a patent application, participant agrees to include the following statement therein:
The invention described herein may be manufactured and used by or for the U.S. Government for U.S. Government purposes without the payment of royalties thereon or therefore.
IX.
Related Inventions: {Note: This is an optional paragraph that may be added if appropriate under the circumstances; i.e., where NASA has a portfolio of inventions relating to the subject of the agreement.}
For the purposes of this paragraph, a related invention is an invention related to the subject matter of this agreement, but not made as a consequence of, or in direct relation to, the performance of activities of the agreement, and covered by a patent application or patent, title to which has been assigned or otherwise vested in NASA. NASA will use reasonable efforts to bring such inventions to the attention of participant either prior to, or during the course of this agreement, and to the extent such inventions are available for licensing and consistent with the requirements of 37 CFR Part 404, will enter into negotiations for a commercial license concomitantly with this agreement.
1.2.e.e. "Intellectual Property and Data Rights" Patent and Invention Rights (Reimbursable Space
Act Agreement) Standard Form Sample Clause.
I.
Definition: The term "participant," as used herein, means any non-Federal Government entity that is a signatory to this agreement. The patent and invention rights set forth herein are applicable to any employees, contractors or subcontractors, or other entities having a fiduciary or contractual relationship with participant that are assigned, tasked, or contracted with to perform specified participant activities under this agreement.
II. General: Title to inventions made (conceived or first actually reduced to practice) as a consequence of, or in direct relation to, the performance of activities under this agreement will remain with the respective inventing parties (participant or NASA), and no patent or invention rights are exchanged between or granted by such parties under this agreement except as provided herein.
III.
NASA Inventions: NASA will use reasonable efforts to report inventions made by NASA employees as a consequence of the performance of specified NASA activities under this agreement. Upon request, NASA will use reasonable efforts to grant the participant, in accordance with the requirements of 37 CFR Part 404 an exclusive, irrevocable, royalty-free license, except for the repayment of U.S. Government prosecution costs, on terms to be subsequently negotiated to any NASA invention that may be under the agreement and on which NASA decides to file a patent application. This license will be subject to the rights reserved in paragraph VI (1), below.
IV.
NASA Contractor Inventions: In the event NASA contractors are tasked to perform work in support of specified NASA activities under this agreement and inventions are made by contractor employees or jointly between NASA employees and contractor employees, and NASA has the right to acquire or has acquired title to such inventions, NASA will use reasonable efforts to report such inventions. Upon request, NASA will use reasonable efforts to grant the participant, in accordance with the requirements of 37 CFR Part 404, an exclusive, irrevocable, royalty-free license, except for the repayment of U.S. Government prosecution costs, on terms to be subsequently negotiated, to any NASA invention that may be made under the agreement and on which NASA decides to file a patent application. This license will be subject to the rights reserved in paragraph VI (2), below.
V.
Joint Inventions with Participant: NASA and participant agree to use reasonable efforts to identify and report to each other any inventions made jointly between NASA employees (or employees of NASA contractors) and employees of participant. Upon request, NASA will agree to refrain from exercising its undivided interest in a manner inconsistent with participant’s commercial interests and to cooperate with participant in obtaining patent protection on participant’s undivided interest, subject to the applicable rights reserved in paragraph VI, below.
VI.
Rights to be Reserved in Participant’s License: Any license granted to participant pursuant to paragraphs III, IV, or V above will be subject to the reservation of the following rights --
(1) As to inventions made solely by, or jointly with, NASA employees, the irrevocable, royalty-free right of NASA to practice or have practiced the invention by or on behalf of NASA for research, experimental, or demonstration purposes.
(2) As to inventions made solely by, or jointly with, employees of NASA contractors, the rights in NASA as set forth in (1) above, as well as the revocable, nonexclusive, royalty-free license in the contractor as set forth in 14 CFR § 1245.108.
VII.
Protection of Reported Inventions: When inventions are reported and disclosed between the parties in accordance with the provisions of this clause, the receiving party agrees to withhold such reports or disclosures from public access for a reasonable time (presumed to be 1 year unless otherwise mutually agreed) in order to facilitate the allocation and establishment of the invention and patent rights under these provisions.
VIII.
Patent Filing Responsibilities and Costs: The invention and patent rights set forth herein shall apply to any patent applications filed and patents obtained in any country, and each party is responsible for its own costs of preparing, prosecuting, issuing, and maintaining patents covering sole inventions in any country; except that NASA and participant may, upon the reporting of any invention (sole or joint) or in any license option granted, mutually agree otherwise for any country as to patent application preparation, filing and prosecution responsibilities and costs, and maintenance responsibilities and costs.
IX.
Related Inventions: {Note: This is an optional paragraph that may be added if appropriate under the circumstances; i.e., where NASA has a portfolio of inventions relating to the subject of the agreement.}
For the purposes of this paragraph, a related invention is an invention related to the subject matter of this agreement, but not made as a consequence of or in direct relation to the performance of activities of this agreement, and covered by a patent application or patent, title to which has been assigned or otherwise vested in NASA. NASA will use reasonable efforts to bring such inventions to the attention of participant either prior to or during the course of this agreement, and to the extent such inventions are available for licensing and consistent with the requirements of 37 CFR Part 404, will enter into negotiations for a commercial license concomitantly with this agreement.
1.2.f.f. "Intellectual Property and Data Rights" Rights in Data (Nonreimbursable Space Act Agreement) Short Form Sample Clause.
I.
Definitions: The term "participant," as used herein, means any non-Federal Government entity that is a party to this agreement. The rights in data set forth herein are applicable to any employees, contractors or subcontractors, or other entities having a fiduciary or contractual relationship with participant that are assigned, tasked, or contracted with to perform specified participant activities under this agreement.
The term "data," as used herein, means recorded information, regardless of form, the media on which it may be recorded, or the method of recording. The term includes, but is not limited to, data of a scientific or technical nature, computer software and documentation thereof, and data comprising commercial and financial information.
II.
General: Data exchanged between NASA and participant under this agreement will be exchanged without restriction as to its disclosure, use, or duplication except as otherwise marked or as otherwise provided below in this provision. No preexisting proprietary data will be provided to participant under this agreement unless specifically authorized in writing by the owner of the proprietary data.
III.
Participant-Produced Data: In the event it is necessary for participant to furnish NASA with data that either existed prior to, was produced outside of, or is first produced by participant in carrying out participant’s responsibilities under this agreement, and provided such data embody trade secrets or comprise commercial or financial information that is privileged or confidential and is so identified with a suitable notice or legend, the data will be maintained in confidence and disclosed and used by NASA and its contractors (under suitable protective conditions) only for [insert appropriate purpose, e.g., experimental; evaluation; research; development; or carrying out NASA’s responsibilities under this agreement]. Upon completion of activities under this agreement, such data will be disposed of as requested by participant.
IV.
Data First Produced by NASA: As to data first produced by NASA in carrying out NASA’s responsibilities under this agreement and which data would embody trade secrets or would comprise commercial or financial information that is privileged or confidential if it had been obtained from participant, such data will, to the extent permitted by law, be appropriately marked with a notice or legend and maintained in confidence for a period of [insert a period of up to 5 years] after development of the information, with the express understanding that during the aforesaid period such data may be disclosed and used (under suitable protective conditions) by or on behalf of the Government for Government purposes only, and thereafter for any purpose whatsoever without restriction on disclosure and use. Participant agrees not to disclose such data to any third party without NASA’s written approval until the aforementioned restricted period expires.
V.
Publication of Results: {Note: This is an optional paragraph that may be added, together with a description of the results and manner of publication, as appropriate.} Recognizing that the dissemination of the results of NASA’s activities is one of the considerations for a nonreimbursable Space Act agreement, the parties agree [describe the results to be published and the publication method].
1.2.g.g. "Intellectual Property and Data Rights" Rights in Data (Reimbursable Space Act Agreement) Short Form Sample Clause.
I. Definitions: The term "participant," as used herein, means any non-Federal Government entity that is a party to this agreement. The rights in data set forth herein are applicable to any employees, contractors or subcontractors, or other entities having a fiduciary or contractual relationship with participant that are assigned, tasked, or contracted with to perform specified participant activities under this agreement.
The term "data," as used herein, means recorded information, regardless of form, the media on which it may be recorded, or the method of recording. The term includes, but is not limited to, data of a scientific or technical nature, computer software and documentation thereof, and data comprising commercial and financial information.
II. General: Data exchanged between NASA and participant under this agreement will be exchanged without restriction as to its disclosure, use, or duplication except as otherwise marked or as otherwise provided below in this provision. No preexisting proprietary data will be provided to participant under this agreement unless specifically authorized, in writing, by the owner of the proprietary data.
III. Participant-Produced Data: In the event it is necessary for participant to furnish NASA with data that either existed prior to, was produced outside of, or is first produced by participant in carrying out participant’s responsibilities under this agreement, and provided such data embody trade secrets or comprise commercial or financial information that is privileged or confidential and is so identified with a suitable notice or legend, the data will be maintained in confidence and disclosed and used by NASA and its contractors (under suitable protective conditions) only for the purpose of carrying out NASA’s responsibilities under this agreement. Upon completion of activities under this agreement, such data will be disposed of as requested by participant.
IV. Data First Produced by NASA: As to data first produced by NASA in carrying out NASA’s responsibilities under this agreement and which data would embody trade secrets or would comprise commercial or financial information that is privileged or confidential if it had been obtained from participant, such data will, to the extent permitted by law, be appropriately marked with a notice or legend and maintained in confidence for a period of [insert a period of up to 5 years] years after development of the information, with the express understanding that during the aforesaid period such data may be disclosed and used by NASA and its contractors (under suitable protective conditions) only for the purpose of carrying out NASA’s responsibilities under this agreement. Upon completion of activities under this agreement, such data will be disposed of as requested by participant.
1.2.h.h. "Intellectual Property and Data Rights" Rights in Data (Nonreimbursable Space Act Agreement) Standard Form Sample Clause.
I. Definitions: The term "participant," as used herein means any non-Federal Government entity that is a party to this agreement. The rights in data set forth herein are applicable to any employees, contractors or subcontractors, or other entities having a fiduciary or contractual relationship with participant that are assigned, tasked, or contracted with to perform specified participant activities under this agreement.
The term "data," as used herein, means recorded information, regardless of form, the media on which it may be recorded, or the method of recording. The term includes, but is not limited to, data of a scientific or technical nature, computer software and documentation thereof, and data comprising commercial and financial information.
II. General: Data exchanged between NASA and participant under this agreement will be exchanged without restriction as to its disclosure, use, or duplication except as otherwise marked or as otherwise provided below in this provision. No preexisting proprietary data will be provided to participant under this agreement unless specifically authorized, in writing, by the owner of the proprietary data.
III.
Background Data: In the event it is necessary for participant to furnish NASA with data that existed prior to, or was produced outside of, this agreement, and such data embody trade secrets or comprise commercial or financial information that is privileged or confidential, and such data is so identified with a suitable notice or legend, the data will be maintained in confidence and disclosed and used by NASA and its contractors (under suitable protective conditions) only for the purpose of carrying out NASA’s responsibilities under this agreement. Upon completion of activities under this agreement, such data will be disposed of as requested by participant.
IV.
Data Produced by Participant under this Agreement: In the event data first produced by participant in carrying out participant’s responsibilities under this agreement is furnished to NASA, and participant considers such data to embody trade secrets or to comprise commercial or financial information that is privileged or confidential, and such data is so identified with a suitable notice or legend, the data will be maintained in confidence and disclosed and used by ["NASA" or "the Government," as appropriate] and its contractors (under suitable protective conditions) only for [insert appropriate purpose; for example: experimental; evaluation; research; development, etc.] by or on behalf of ["NASA" or "the Government" as appropriate].
V.
Data First Produced by NASA: As to data first produced by NASA in carrying out NASA’s responsibilities under this agreement and which data would embody trade secrets or would comprise commercial or financial information that is privileged or confidential if it had been obtained from participant, such data will, to the extent permitted by law, be appropriately marked with a notice or legend and maintained in confidence for a period of [insert a period of up to 5 years] after development of the information, with the express understanding that, during the aforesaid period, such data may be disclosed and used (under suitable protective conditions) by or on behalf of the Government for Government purposes only, and thereafter for any purpose whatsoever without restriction on disclosure and use. Participant agrees not to disclose such data to any third party without NASA’s written approval until the aforementioned restricted period expires.
VI.
Data Disclosing an Invention: In the event data exchanged between NASA and participant discloses an invention for which patent protection is being considered, the disclosure and use of such data is not otherwise limited or restricted herein, and the furnishing party specifically identifies such data, the receiving party agrees to withhold such data from public disclosure for a reasonable time (presumed to be 1 year unless mutually agreed otherwise) in order for patent protection to be obtained.
VII.
Copyright: In the event data is exchanged with a notice indicating that the data is protected under copyright, such data will be presumed to be published and the following paid-up licenses shall apply:
(1) If it is indicated on the data that the data existed prior to, or was produced outside of, this agreement, the receiving party and others acting on its behalf, may reproduce, distribute, and prepare derivative works for the purpose of carrying out the receiving party’s responsibilities under this agreement.
(2) If the furnished data does not contain the indication of (1) above, it will be assumed that the data was first produced under this agreement, and the receiving party and others acting on its behalf, may reproduce, distribute, and prepare derivative works for any of its own purposes.
VIII.
Oral and visual information: If information that participant considers to embody trade secrets or to comprise commercial or financial information which is privileged or confidential is disclosed orally or visually to NASA, such information must be reduced to tangible, recorded form (i.e., converted into data as defined herein), identified and marked with a suitable notice or legend as required by paragraphs III and IV above, and furnished to NASA within 10 days after such oral or visual disclosure, or NASA shall have no duty to limit or restrict, and shall not incur any liability for, any disclosure and use of such information.
{Note: Sometimes, the other party wants more than 10 days to meet its responsibilities in this paragraph. However, extending the time period makes NASA personnel vulnerable to the inadvertent disclosure of trade secrets or commercial or financial information, which is not advisable.}
IX.
Disclaimer of Liability: Notwithstanding the above, NASA shall not be restricted in, nor incur any liability for, the disclosure and use of the following --
(1) Data not identified with a suitable notice or legend as set forth in paragraphs III and IV; nor
(2) Information contained in any data for which disclosure and use is restricted under paragraphs III, IV, and V above, if such information is or becomes generally known without breach of the above, is known to or is generated by NASA independently of carrying out responsibilities under this agreement, is rightfully received from a third party without restriction, or is included in data which participant
has, or is required to furnish to the U.S. Government without restriction on disclosure and use.
X.
Data Subject to Export Control: Technical data, whether or not specifically identified or marked, that is subject to the export laws and regulations of the United States and that is provided to participant under this agreement will be treated as such, and will not be further provided to any foreign persons without proper U.S. Government authorization, where required.
XI.
Publication of Results: {Note: This is an optional paragraph that may be added, together with a description of the results and manner of publication, as appropriate.} Recognizing that the dissemination of the results of NASA’s activities is one of the considerations for a nonreimbursable Space Act agreement, the parties agree [describe the results to be published and the publication method.]
1.2.i.i. "Intellectual Property and Data Rights" Rights in Data (Reimbursable Space Act Agreement) Standard Form Sample Clause.
I.
Definitions: The term "participant," as used herein, means any non-Federal Government entity that is a party to this agreement. The rights in data set forth herein are applicable to any employees, contractors or subcontractors, or other entities having a fiduciary or contractual relationship with participant that are assigned, tasked, or contracted with to perform specified participant activities under this agreement.
The term "data," as used herein, means recorded information, regardless of form, the media on which it may be recorded, or the method of recording. The term includes, but is not limited to, data of a scientific or technical nature, computer software and documentation thereof, and data comprising commercial and financial information.
II.
General: Data exchanged between NASA and participant under this agreement will be exchanged without restriction as to its disclosure, use, or duplication except as otherwise marked or as otherwise provided below in this provision. No preexisting proprietary data will be provided to participant under this agreement unless specifically authorized, in writing, by the owner of the proprietary data.
III.
Participant Produced Data: In the event it is necessary for participant to furnish NASA with data that either existed prior to, was produced outside of, or is first produced by participant in carrying out participant’s responsibilities under this agreement, and such provided data embody trade secrets or comprise commercial or financial information that is privileged or confidential and such data is so identified with a suitable notice or legend, the data will be maintained in confidence and disclosed and used by NASA and its contractors (under suitable protective conditions) only for the purpose of carrying out NASA’s responsibilities under this agreement. Upon completion of activities under this agreement, such data will be disposed of as requested by participant.
IV.
Data First Produced by NASA: As to data first produced by NASA (or NASA contractors) in carrying out NASA’s responsibilities under this agreement and which data would embody trade secrets or would comprise commercial or financial information that is privileged or confidential if it had been obtained from participant, such data will, to the extent permitted by law, be appropriately marked with a notice or legend and maintained in confidence for a period of [insert a period of up to 5 years] after development of the information, with the express understanding that, during the aforesaid period, such data may be disclosed and used by NASA and its contractors (under suitable protective conditions) only for the purpose of carrying out NASA’s responsibilities under this agreement. Upon completion of activities under this agreement, such data will be disposed of as requested by participant.
V.
Data Disclosing an Invention: In the event data exchanged between NASA and participant discloses an invention for which patent protection is being considered and the furnishing party specifically so identifies such data, the receiving party agrees to withhold such data from public disclosure for a reasonable time (presumed to be 1 year unless mutually agreed otherwise) in order for patent protection to be obtained.
VI.
Copyright: In the event data is exchanged with a notice indicating that the data is protected under copyright, such data will be
presumed to be published and the following paid-up licenses shall apply:
(1) If it is indicated on the data that the data existed prior to, or was produced outside of, this agreement, the receiving party and others acting on its behalf, may reproduce, distribute, and prepare derivative works for the purpose of carrying out the receiving party’s responsibilities under this agreement.
(2) If the furnished data does not contain the indication of (1) above, it will be assumed that the data was first produced under this agreement, and the receiving party and others acting on its behalf, may reproduce, distribute, and prepare derivative works for any of its own purposes whatsoever.
VII.
Oral and Visual Information: If information that participant considers to embody trade secrets or to comprise commercial or financial information that is privileged or confidential is disclosed orally or visually to NASA, such information must be reduced to tangible, recorded form (i.e., converted into data as defined herein), identified and marked with a suitable notice or legend as required by paragraph III above, and furnished to NASA within 10 days after such oral or visual disclosure, or NASA shall have no duty to limit or restrict, and shall not incur any liability for, any disclosure and use of such information. {Note: Sometimes, the other party wants more than 10 days to meet its responsibilities in this paragraph. However, extending the time period makes NASA personnel vulnerable to the inadvertent disclosure of trade secrets or commercial or financial information, which is not advisable.}
VIII. Disclaimer of Liability: Notwithstanding the above, NASA shall not be restricted in, nor incur any liability for, the disclosure and use of --
(1) Data not identified with a suitable notice or legend as set forth in paragraph III above.
(2) Information contained in any data for which disclosure and use is restricted under paragraphs III and IV above, if such information is or becomes generally known without breach of the above, is known to or is generated by NASA independently of carrying out NASA’s responsibilities under this agreement, is rightfully received from a third party without restriction, or is included in data which participant has, or is required to furnish to the U.S. Government without restriction on disclosure and use.
IX.
Data Subject to Export Control: Technical data, whether or not specifically identified or marked, that is subject to the export laws and regulations of the United States and that is provided to participant under this agreement will be treated as such, and will not be further provided to any foreign persons without proper U.S. Government authorization, where required.
1.2.j.j. "Intellectual Property and Data Rights" Rights in Resulting Data Sample Clause.
Data generated under this agreement will be reserved to Principal Investigators [and Co-Investigators, where appropriate] for scientific analysis and first publication rights for a period of time [generally not more than 1 year] beginning with receipt of the data and any associated data in a form suitable for analysis. NASA and [other party] may also have access to, and use of, the data and any associated data during the agreed-upon period, but such access and use will not prejudice the first publication rights of the investigators.
Final results of the experiments will be made available to the scientific community through publication in appropriate journals or other established channels as soon as practicable and consistent with good scientific practice. In the event such reports or publications are copyrighted, NASA and [other party] shall have a royalty-free right under the copyright to reproduce, distribute, and use such copyrighted work for their purposes.
1.2.k.k. "Intellectual Property and Data Rights" Handling of Data Sample Clause.
(a) In the performance of this agreement, it is anticipated that participant and its contractors and subcontractors may have access to, be furnished, or use the following categories of data (which may be technical data, computer software, administrative, management information, or financial, including cost or pricing):
(1) Data of third parties which the Government has agreed to handle under protective arrangements; and
(2) Government data, the use and dissemination of which, the Government intends to control.
(b) In order to protect the interests of the Government and the owners, licensors and licensees of such data, participant agrees, with respect to any such third party or Government data that is either marked with a restrictive legend, or specifically identified in this agreement, to --
(1) Use, disclose, and reproduce such data only to the extent necessary to perform the work required under this agreement.
(2) Allow access to such data only to those of its employees or contractors that require access for their performance under this agreement.
(3) Preclude access and disclosure of such data outside participant’s organization.
(4) Return or dispose of such data, as NASA may direct, when the data is no longer needed for performance under this agreement.
(c) Participant agrees to inform and instruct its employees and contractors of its and their obligations under this clause and to appropriately bind its employees and contractors contractually to comply with the access, use, disclosure, and reproduction provisions of this clause.
(d) In the event that data include a legend that participant deems to be ambiguous or unauthorized, participant may inform NASA of such
condition. Notwithstanding such a legend, as long as such legend provides an indication that a restriction on use or disclosure was intended, participant shall treat such data pursuant to the requirements of this clause unless otherwise directed, in writing, by NASA.
e.Notwithstanding the above, participant shall not be restricted in the use, disclosure, and reproduction of any data that is or becomes generally available, or public knowledge without breach of this clause by participant; is known to, in the possession of, or is developed by participant independently of any disclosure of, or without reference to, proprietary, restricted, confidential, or otherwise protectable data hereinunder; is rightfully received by participant from a third party without restriction; or is required to be produced by participant pursuant to a court order or other Government action. If participant believes that any of these events or conditions that remove restriction on the use, disclosure, and reproduction of the data apply, participant shall promptly notify NASA of such belief prior to acting on such belief, and, in any event, shall give notice to NASA prior to an unrestricted use, disclosure, or reproduction of such data.
1.2.l.l. "Intellectual Property and Data Rights" Release of General Information to the Public Sample Clause.
Releases may be made by the appropriate party for its own portion of the program/cooperation as desired. Insofar as participation of the other party is involved, the parties will seek to consult with each other prior to any releases, consistent with the parties’ respective laws and policies.
1.2.m.m. "Intellectual Property and Data Rights" Patent and Copyright Use--Authorization, Consent and Indemnification Sample Clause.
In order to avoid any possible interruption in the conduct of this cooperative project, NASA hereby gives the U.S. Government’s authorization and consent (without prejudice to any rights of indemnification) for all use and manufacture of any invention or work covered by a U.S. patent or copyright in the performance of [other party’s] responsibilities under this agreement, including the performance of such responsibilities by [other party’s] contractors and subcontractors.
In the event the U.S. Government incurs any liability for the practice of inventions or works covered by privately owned U.S. patents or copyrights, either as royalties owed under the existing U.S. Government license or as an unlicensed practice of such patent or copyright (infringement), and such liability is incurred as a result of [other party’s] and/or any of [other party’s] contractors’ or subcontractors’ performance of [other party’s responsibilities under the agreement, [other party] agrees to indemnify and hold the U.S. Government harmless against such liability, including infringement costs and reimbursement for expenses incurred by the U.S. Government in defending against any suit or claim for such royalties or infringements.
