SECTION8

Section 8. Real Contract Clauses – Copyright, Patents & Trade Marks (Prepositions, DnD)

Read the following clause from an IP Licence Agreement and drag the correct preposition or phrase into each gap (1) ….. to (5) ….. .

in respect of
pursuant to
as between
by virtue of
without prejudice to
  1. 5.1   (1) the parties, all Intellectual Property Rights in the Licensed Materials shall vest in the Licensor.
  2. 5.2 The Licensee acquires no rights save those expressly granted   (2) this Agreement and shall not challenge the validity of the Licensed Marks.
  3. 5.3 Any use of the Licensed Marks   (3) Goods outside the Territory shall constitute a material breach.
  4. 5.4 The Licensor may rely on unregistered rights arising   (4) goodwill or passing off,   (5) any registered trade mark rights.

Show explanations

As between – formula allocating ownership or risk only in the relationship of the named parties.
Pursuant to – formal alternative to “under” a particular agreement or clause.
In respect of – very common in contracts; roughly “relating to” specific goods or services.
By virtue of – “by reason of” or “on the basis of” something, e.g. goodwill.
Without prejudice to – ensures that one set of rights is not limited by another (here, unregistered vs registered rights).
Passing off – common-law action to protect goodwill where a trader misrepresents its goods as those of another.

 

Total Questions: 5

Incorrect Answers: 0

SECTION9

Section 9. IP Licence & Enforcement Terms (Clause + MCQs)

Read the clause and choose the correct option to complete (1) ….. to (10) …...

From a Technology and Trade Mark Licence Agreement

7. LICENCE & ENFORCEMENT

7.1 Subject to Clause 8, the Licensor hereby grants to the Licensee an (1) ….. licence to use the Licensed Marks within the Territory for the Licensed Goods only. The Licensee shall not sub-license the Licensed Marks except (2) ….. the Licensor’s prior written consent.

7.2 The Licensee shall use the Licensed Marks strictly (3) ….. the Brand Guidelines. Any use which, in the Licensor’s reasonable opinion, is likely to (4) ….. the distinctiveness or reputation of the Licensed Marks shall be discontinued immediately upon notice.

7.3 The Licensee shall notify the Licensor promptly (5) ….. any actual, suspected or threatened infringement of the Licensed IP Rights that comes to its attention and shall provide all reasonable assistance in any enforcement action.

7.4 As between the parties, the Licensor shall have (6) ….. conduct of infringement proceedings relating to the Licensed Marks. The Licensee shall not commence proceedings in its own name except (7) ….. the Licensor’s written authorisation or where mandatory law so requires.

7.5 Any damages or account of profits recovered in such proceedings shall, after deduction of costs, be (8) ….. between the parties in proportions reflecting their respective losses, failing which in equal shares.

7.6 The Licensee shall refrain from (9) ….. the validity of any Licensed IP Right during the Term, save to the extent that such restriction is unenforceable under applicable competition law.

7.7 Nothing (10) ….. this Clause shall be construed as obliging the Licensor to bring proceedings where it reasonably considers that enforcement is not commercially proportionate.

1. grants an (1) ….. licence



2. except (2) ….. the Licensor’s prior written consent



3. strictly (3) ….. the Brand Guidelines



4. likely to (4) ….. the distinctiveness or reputation



5. notify the Licensor promptly (5) ….. any infringement



6. shall have (6) ….. conduct of infringement proceedings



7. except (7) ….. the Licensor’s written authorisation



8. shall be (8) ….. between the parties



9. shall refrain from (9) ….. the validity



10. Nothing (10) ….. this Clause



 

Total Questions: 10

Incorrect Answers: 0

SECTION10

Section 10. Use of Protected Content for AI Training & Enforcement (Matching DnD)

Read the clause and drag the correct phrase into each gap (1) ….. to (5) ….. .

From an IP Licence Agreement – Generative AI, Moral Rights & Indemnities

for the purposes of training or fine-tuning generative models
subject always to applicable data protection and export control laws
without prejudice to any moral rights which cannot lawfully be waived
in the sole and absolute discretion of the Licensor
on an indemnity basis against all third-party claims arising therefrom
  1. 10.1 Unless expressly authorised in Schedule 4, the Licensee shall not use any Licensed Content   (1), nor permit any third party to do so.
  2. 10.2 Where such use is expressly permitted, the Licensee shall ensure that any processing of personal data or export of training datasets is conducted   (2) and in accordance with industry best practice.
  3. 10.3 Any consent to machine-learning use of the Licensed Content may be granted, withheld or made conditional   (3) and may be revoked by written notice where reputational or regulatory risks arise.
  4. 10.4 Nothing in this Agreement or in any waiver or consent given hereunder shall operate   (4), including rights of attribution and integrity to the extent recognised under applicable law.
  5. 10.5 The Licensee shall indemnify and hold harmless the Licensor   (5) in respect of the ingestion of Licensed Content into any generative system and the subsequent deployment of outputs.

 

Total Questions: 5

Incorrect Answers: 0