Applicant (also referred to as Licensor) has developed certain proprietary licensing Materials.
Licensor would like to grant to LES Standards (also referred to as Licensee) a license to the Materials.
Licensor is interested in an Enterprise Membership in LES Standards and sharing Materials for the benefit of the other Enterprise Members of LES Standards, of LES individual members generally, and of members of the intellectual property management community more broadly.
Licensee is interested in obtaining a license in the Materials for its use in connection with the activities of LES Standards, including for use with other members of the LES Standards.
In consideration for the mutual covenants and agreements, including acceptance of Licensor into Enterprise Membership in LES Standards, the parties agree as follows.
Materials means any information, thing, idea, data or the like contained or expressed in any type of media that is subject to protection by copyright, patent, trademark, trade secret, know how or any other intellectual property right under the laws of any sovereign.
Standards Information means all Materials or any information, thing, idea, data or the like contained or expressed in any type of media within or to the LES Standards.
LES Standards means one or more Enterprise Members organized for the purpose of promoting standards in intellectual property management.
Enterprise Member means any entity or person who is a member in good standing of LES Standards.
Subject to the obligations of this license and acceptance into LES Standards, Licensor grants Licensee an irrevocable, perpetual, non-exclusive, worldwide, royalty free, fully paid up license in the Materials for private or public use, reproduction, distribution, display and performance, and to make derivative works, in any form thereof at any time.
Licensor understands that this license applies to any form of property right, including copyright, patent, trade secret, or otherwise, and agrees that no rights are reserved worldwide.
Subject to the obligations of this License, Licensee grants back to Licensor and the other Enterprise Members of LES Standards an irrevocable, perpetual, non-exclusive, worldwide, royalty free, fully paid license in any derivative works of the Materials including translations and modifications of the Materials, hereinafter collectively referred to as Licensee Derivative Works. Such license shall allow Licensor and the other members of the LES Standards Enterprise rights for reproduction, distribution, display and public performance thereof worldwide.
Licensor acknowledges and agrees that all Standards Information generated or exchanged in any proposal, deliberation or determination of any LES Standard is confidential and proprietary to LES Standards, including any information that may incorporate any proprietary or copyrighted Material provided by Licensor.
Prior to any public dissemination by LES Standards, Licensor and Licensee will take all steps necessary to maintain the confidentiality and proprietary nature of the Standards Information and Licensee Derivative Works.
Licensor and Licensee will take all steps necessary to give notice of any copyright or other intellectual property protection licensed or owned by either party in the Standards Information, Materials and Licensee Derivative Works, including but not limited to providing a copyright notice in all copies of the Standards Information, Materials and Derivative Works.
Further, Licensor understands that LES Standards will have the exclusive right to sell copies of the developed and approved standards containing the Materials to members of LES Standards, members of LES, and the public.