Intellectual Property Rights Clause Full Text

18. Intellectual Property Rights

18.1. The Licensor hereby grants the Licensee a limited, non-exclusive, non-transferable, and non-sublicensable license to use the Licensed Materials solely for the purposes expressly set forth in the present Agreement. The Licensed Materials may only be used within the Territory, as defined herein, and during the Term of the present Agreement. Any use of the Licensed Materials beyond the scope of the present licence shall constitute a material breach of the present Agreement.

18.2. The Licensee shall not modify, adapt, translate, reproduce, distribute, or create derivative works based on the Licensed Materials unless expressly authorized in writing by the Licensor.

18.3. The Licensee is expressly prohibited from reverse engineering, decompiling, or disassembling the Licensed Materials; removing, altering, or obscuring any copyright notices, trademarks, or other proprietary rights notices contained in the Licensed Materials.

18.4. The Licensed Materials, including but not limited to software, designs, plans, documents, or any other materials provided under the present Agreement, shall remain the sole and exclusive property of the Licensor. The Licensee acknowledges and agrees that no ownership rights are transferred under the Agreement. All copyrights, trademarks, trade secrets, patents, and other intellectual property rights in the Licensed Materials shall remain vested in the Licensor.

18.5. The license granted herein shall commence on the Effective Date and continue for a period of five (5) years, or until terminated as provided in the Agreement. The Licensor reserves the right to terminate the licence immediately upon written notice if the Licensee breaches any material provision of the present  Agreement. Upon termination or expiration, the Licensee shall cease all use of the Licensed Materials and, at the Licensor’s option, return or destroy all copies of the Licensed Materials in its possession.

18.6. This Licence is strictly limited to the use of the Licensed Materials within the Territory of  the European Union. Any use of the Licensed Materials outside the specified Territory is strictly prohibited without the prior written consent of the Licensor.