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Ownership of the results (foreground), pre-existing rights (background) and side-ground (including intellectual and industrial property rights)
All Pre-existing rights (Background IPR) and sideground IPR remain the property of the Party introducing the same (the Lead procurer, Smart.Met Procurers or any third party supplier that owns it) and nothing contained in the Framework Agreement or any license contract pertaining or pursuant to the Project shall affect the ownership rights of either party (or any third party) in its Pre-existing rights.
The Contractor shall within  weeks of the signing of the Framework Agreement provide the Lead procurer with (i) full information in writing about what relevant and significant Intellectual property rights it (and/or any of its subcontractors) holds or is using or has access to (e.g., via its sub-contractors) at the date of the Framework Agreement that pertains or may pertain to the Smart.Met PCP Project or any part thereof and (ii) a list of the software necessary for the operation of the prototype and first test series products that will be developed during the PCP, specifying which software is closed source software. An updated list (to the extent necessary) must be provided with each proposal for the next Phase. The contractor must duly inform the Lead procurer about the generation of/changes in pre-existing rights and Side-ground within  days from the generation /change.
The contractor shall, upon request of the Lead procurer or any of the Smart.Met Procurers, provide the latter non-exclusive license to use the relevant and significant Pre-existing (Background) IPR rights that are needed for using the Results and for the purpose of executing the Project as well as for non-commercial research purposes, including (clinical) trials set up to test the validity of the Results. Such licensing shall be done on fair, reasonable and non-discriminatory (Frand) terms.
The Results and Intellectual property rights generated by the contractor in the course of this agreement (Foreground IPR) shall belong to the contractor. The contractor will provide each of the Smart.Met Procurers an irrevocable, indefinite, worldwide, royalty-free, non-exclusive license to use, non-commercially and at no additional cost, all Project results, including project Intellectual Property rights of what has been achieved with regard to the implementation of the solution design (Phase I), the prototype development (Phase II) and the original development of a limited volume of first products (Phase III). In case of Results that constitute software, the non-commercial research license will extend to all updates and upgrades thereof during the trials set up to test the validity of the Results.
If the Contractor (or any of its sub-contractors) generates Project intellectual property rights, whether the contractor (or sub-contractors) intends to file for protection of it or not, the contractor shall, within 30 days from such generation, inform the Lead procurer about the contents of such Project intellectual property rights.
The project intellectual property rights shall remain vested within the contractor. Subject to next point 7 “Commercial exploitation of results”, the Lead procurer or any of the Smart.Met Procurers shall enjoy the right to require the contractor, upon express request from the Lead procurer, to transfer the ownership of the results to the Lead procurer free of costs or to grant non-exclusive licenses to third parties on the results and Foreground IPR developed in the Project, at fair and reasonable market conditions. The contractor and these third parties are responsible for establishing the fair market conditions.