Intellectual Property of the Company Sample Clauses

Intellectual Property of the Company. Employee agrees:
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Intellectual Property of the Company. As additional consideration for the execution and delivery of this Agreement and only to the extent not already obligated to do so with respect to the Company and without limitation to any other agreement Employee has with the Company with respect to the following matters:
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Intellectual Property of the Company. The Company shall retain, obtain or acquire, and thereafter preserve (including, but not limited to, placing trademark notices on all Content, advertising materials and any products which the Company may distribute), trademarks and/or service marks in the name of the Company with respect to the Company products. Except for such licenses as may be expressly granted to U S West in or pursuant to any Transaction Document, any and all intellectual property now owned or hereafter developed by the Company for the Dive-In Project or the High Bandwidth Project pursuant to this Agreement shall be the exclusive property of the Company. The right, title and interest in and to any intellectual property developed jointly by U S West and the Company or funded in whole or in part by U S West, in addition to the investment hereunder, shall be negotiated in a separate written agreement between the Parties.
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Intellectual Property of the Company. The name "Amen Wardy Home ------------------------------------ Stores" shall be the sole property of the Company. Except as provided in Section 5.1(h)(x) hereof, any agreement including, without limitation, any ----------------- rights under trademark (including, but not limited to, the name "Amen Wardy Home Stores"), copyright, patent, trade secrets, know-how or other proprietary rights, to permit the use of any intellectual property of the Company by assignment, license or otherwise shall be made by a vote of the majority of the Board of Managing Directors. Amen Wardy, Sr., Amen Wardy, Jr. and Amen Wardy Inc. each hereby immediately and irrevocably sells, assigns and conveys to the Company manufacturing sources and information, customer lists and other know-how related to the Aspen Store and certain trademarks; provided, however that Amen Wardy, Sr., Amen Wardy, Jr. and Amen Wardy, Inc. reserve the right to use such manufacturing sources and customer lists in connection with the Aspen Store as currently operated in all material respects. In connection with such assignment, and with the sale and assignment of the Catalog Business as set forth in Article XII hereto, Amen Wardy, Sr., Amen Wardy, Jr. and Amen Wardy Inc. each hereby immediately and irrevocably sells, assigns and conveys to the Company (i) all right and title worldwide to the trademark "Amen Wardy" and the right to use the name "Amen Wardy", "Amen", "X. Xxxxx", "Wardy", "X. Xxxxx Xx.", "X. Xxxxx Xx." or any combination of such names and/or initials (the "Amen Wardy Name") in association with home furnishing products or gifts and (ii) the right to register as a trademark in any and all jurisdictions the Amen Wardy Name in association with home furnishing products or gifts each in accordance with the Assignments and/or Consents attached hereto as Exhibits X-0, X-0, X-0, F-1 and F-2. Amen Wardy, Sr., Amen Wardy, Jr. and Amen Wardy Inc. each agree that neither Amen Wardy, Sr., Amen Wardy, Jr. nor Amen Wardy Inc. shall use the Amen Wardy Name for any purpose related to home furnishing products and gifts as further described in Schedule 13 hereto; provided, however, that Amen Wardy, Sr., Amen Wardy, Jr. and Amen Wardy Inc. may use the Amen Wardy Name only in Aspen, Colorado and then only in connection with the Aspen Store as currently operated in all material respects. If the Aspen Store is sold by Amen Wardy Inc. as a going concern, upon the written request of Amen Wardy Inc., the Company shall lic...
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Intellectual Property of the Company. The Company possesses all proprietary rights, the failure to possess which would have a Material Adverse Effect on the Company, including without limitation patents, trade secrets, technology, know-how, copyrights, trademarks, trade names, and rights to any of the foregoing, to carry on its business as now being conducted without conflict with valid proprietary rights of others. Schedule 4.11 contains an accurate and complete list of all such proprietary rights (the "Proprietary Rights"). Except as set forth on Schedule 4.11, (i) the Company has good and valid title to, or licenses pursuant to valid license agreements to use, all of the Proprietary Rights, (ii) there have been no claims made against the Parent or the Company for the assertion of the invalidity, abuse, misuse, or unenforceability of any of such rights, and to the Knowledge of the Parent or the Company, there are no grounds for the same, (iii)neither the Parent nor the Company has received a notice of conflict with the asserted rights of others within the last five years, and (iv) to the Knowledge of the Parent or the Company, the conduct by the Parent or the Company of the Company's business has not materially infringed any such rights of others.
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Intellectual Property of the Company. The Company shall take measures to protect its intellectual property rights that it creates or develops in the course of its business activities. The Company shall establish a system for identifying, filing and/or registering all relevant intellectual property rights developed by the employees of the Company in the name of the Company. Specifically, the Company shall procure that all employees of the Company (including the management team) enter into standardized employment contracts and Confidential Information and Invention Assignment Agreement so as to ensure that as far as possible under applicable Law, the benefits of all inventions by the employees of the Company shall be reserved to, and shall be the property of, the Company.
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Intellectual Property of the Company. (a) Except for inbound non-exclusive “shrink wrap” or “clickwrap” software licenses for Standard Software, and inbound licenses or restricted use provisions that arise out of the purchase of off-the-shelf reagents from suppliers or through catalogs, all material Company 73
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Intellectual Property of the Company. All intellectual property developed and created by the Company, including, but not limited to, trademarks, trade names, copyrights or licensing rights, shall be the property of the Company.
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Intellectual Property of the Company 
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Related to Intellectual Property of the Company

  • Intellectual Properties (a) All ownership, copyright, patent, trade secrecy and other rights in all works, designs, inventions, ideas, manuals, improvements, discoveries, processes, customer lists or other properties (the "Intellectual Properties") made or conceived by Executive during the term of his/her employment by the Company shall be the rights and property solely of the Company, whether developed independently by Executive or jointly with others, and whether or not developed or conceived during regular working hours or at the Company's facilities, and whether or not the Company uses, registers, or markets the same.

  • Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property Ownership We, our affiliates and our licensors will own all right, title and interest in and to all Products. You will be and remain the owner of all rights, title and interest in and to Customer Content. Each party will own and retain all rights in its trademarks, logos and other brand elements (collectively, “Trademarks”). To the extent a party grants any rights or licenses to its Trademarks to the other party in connection with this Agreement, the other party’s use of such Trademarks will be subject to the reasonable trademark guidelines provided in writing by the party that owns the Trademarks.

  • Intellectual Property Rights The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

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