This letter agreement concerns intellectual property provided by the Academy to our work in developing an online database collating materials from the HMS Challenger expedition , (“the Project”)
Further to our recent correspondence concerning any and all intellectual property (“IP”) in data and images provided by the Academy relating to the Project, we would like to confirm our understanding in relation to the ownership and use of such IP (as defined below) as follows:
1.The Academy warrants to its best knowledge, the exploitation of the IP will not infringe rights of any third party;
2.In consideration of our use of Academy data and images solely on the completed Project website you grant us a perpetual, non-exclusive right to use and exploit such IP solely in connection with the Project. This license includes our right to sub-license the IP as necessary to any
third party developing and/or building the Project, solely for the purpose of the Project; and
3.At the Academy’s own expense, it shall, and shall use all reasonable endeavours to, procure any necessary third party agreements and approvals as may reasonably be required for the purpose of giving full effect to the agreement in this letter.
For the avoidance of any doubt, IP means the intellectual property rights in any data or images which the Academy has provided, or which the Academy will provide in the future to us in relation to the Project. It includes any copyright, database rights, design rights, patents and applications or rights to apply for such rights and know-how existing in any part of the world.
We would be grateful if the Academy would formally confirm its agreement to all of the above by returning to us a signed copy of this letter (a further copy of which the Academy may keep for its own records).
While we shall endeavour to amicably resolve any issues that may arise, any legal issues arising in connection with the contents of this letter will be governed by and construed in accordance with English law.