Intellectual property provided by you in the course of your undertaking work in relation to the HMS Challenger project, (“the Project”)
Further to our recent correspondence concerning any and all intellectual property (“IP”) provided by you in the course of providing data and images relating to the Project, we would like to confirm our understanding in relation to the ownership and use of such Resulting IP (as defined below) and if applicable, any Background IP (as defined below) as follows:
You warrant that as far as you are aware, the exploitation of the Resulting IP or any Background IP (if applicable), will not infringe rights of any third party;
In consideration of our use of your data and images solely on the completed website you will assign to us any and all Resulting IP with full title guarantee, including by way of present assignment any and all future Resulting IP as is capable of present assignment;
We will grant you a perpetual, non-exclusive right to use and exploit such Resulting IP for your own internal business purposes and general commercial purposes;
In relation to any Background IP that is used to achieve the Resulting IP (if applicable), you will grant to us a non-exclusive licence, including a right to sub-licence the Background IP (if applicable) to any party connected to the Project; and
At your own expense, you shall, and shall use all reasonable endeavours to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to the agreement in this letter.
For the avoidance of any doubt, Resulting IP means the intellectual property rights which you have provided or which you will provide in the future, in the course of your provision of data and images 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.
Background IP means your existing intellectual property rights and know-how which you have created prior to the Project and which you may provide in the course of the Project to achieve the Resulting IP.
We would be grateful if you would formally confirm your agreement to all of the above by returning to us your signed copy of this letter (a further copy of which you may keep for your 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.