Background Materials definition

Background Materials means all Intellectual Property Rights, know-how, information, methodologies, techniques, tools, schemata, diagrams, ways of doing business, trade secrets, instructions manuals and procedures (including, but not limited, to software, documentation, and data of whatever nature and in whatever media) owned, developed or controlled by the Supplier which may have been created outside the scope, or independently of, the Services and/or this Agreement, and including all updates, modifications, derivatives or future developments thereof. Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. Business Systems: the information technology and communication systems, including networks, hardware, software and interfaces owned by, or licensed to, the Customers or any of its agents or contractors.

Background Materials means all Intellectual Property Rights that are owned or licensed to either Party prior to the earlier of: (i) the Effective Date of this Agreement; (ii) the commencement of the Services; or (iii) developed by that Party during the duration of, but outside the scope of, this Agreement and any Statement of Work.

Background Materials means processes, methods, software (including but not limited to the Software), related documentation, designs and know-how which Pegasystems creates independently of the services for Client. Background Materials also include all tangible and intangible materials created by Pegasystems that generally apply to other Pegasystems customers, products or services and which do not include any Client Confidential Information.

Background Materials means any pre-existing works that include intellectual property rights owned by either SAP or Customer that have been prepared by SAP or Customer outside the scope of the Agreement or that were licensed from a third party.

Background Materials means all Intellectual Property Rights that are owned by or licensed to either Party prior to the earlier of: (i) the Effective Date of this Agreement; (ii) the commencement of the Services; or (iii) developed by that Party during the Term of, but outside the scope of, this Agreement and any Statement of Work. Where the Customer provides the Developer with any materials and/or tools under this Agreement for the provision of the Developer’s obligations, the Customer grants to the Developer a personal, non-exclusive, royalty-free, revocable, non-sublicensable and non-transferable license to use such materials and/or tools for such purposes. Notwithstanding any other terms of this Agreement, the Developer and its licensors shall retain ownership of all its Background Materials in and to the Deliverables and Work Product, and nothing in this Agreement shall transfer ownership of such Background Materials to the Customer. Notwithstanding the foregoing, the Developer grants to the Customer a personal, royalty-free, non-exclusive, irrevocable, perpetual, sublicensable and transferable license to use such Background Materials for the proper enjoyment and use of the Deliverables and Work Product in accordance with this Agreement. The Developer shall: assign (including by way of present assignment of future rights) with full title guarantee all such Intellectual Property Rights in and to the Deliverables and Work Product to the Customer absolutely (the “Assigned Rights”), including all rights to: (i) bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement or any other cause of action (including passing off) arising from ownership of the Assigned Rights whether occurring before, on or after the date of this Agreement; (ii) apply for registered rights or protection of the Assigned Rights in any country in the world; (iii) claim priority in the Assigned Rights; and (iv) any extensions, renewals or amendments of the Assigned Rights; irrevocably and unconditionally waive in favour of the Customer any and all moral rights conferred on the Developer under the laws now or in future in force in any part of the world in the Deliverables and Work Product; and

Background Materials the Materials used or delivered by you as part of the Deliverables which are already in existence prior to your provision of the Deliverables and which do not specifically relate solely to the Deliverables;

Background Materials means all works and materials in existence before the date of the Agreement (excluding Customer Materials);

Background Materials means any pre-existing works in which the Intellectual Property Rights (de- fined below) are owned by either Party, which have been prepared by that Party outside the scope of this Agreement or which were licensed from a third party and provided to that Party.

Background Materials means all Intellectual Property Rights, know-how, information, methodologies, techniques, tools, schemata, diagrams, ways of doing business, trade secrets, instructions manuals and procedures (including, but not limited, to software, documentation, and data of whatever nature and in whatever media) owned, developed or controlled by the Supplier which may have been created outside the scope, or independently of, the Services and/or this Agreement, and including all updates, modifications, derivatives or future developments thereof, . Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. Business Systems: the information technology and communication systems, including networks, hardware, software and interfaces owned by, or licensed to, the Customer or any of its agents or contractors. Cap: is the total monthly volume of Products which the Customer is permitted to use.

Background Materials has the meaning ascribed to it in Section 2.6.1.