Software and Intellectual Property Rights. A. Subject to Client’s payment to Developer of the compensation as provided in this Agreement, Developer’s Work (including the Software, Technical Design and the Documentation) will be deemed a “commissioned work” and “work made for hire” to the greatest extent permitted by law and Client will be the sole owner of the Software and/or any works derived therefrom. To the extent that Developer’s Work is not properly characterized as “work made for hire,” Developer hereby irrevocably assigns to Client all right, title and interest in and to Developer’s Work and the Software (including but not limited to the copyright therein), and any and all ideas and information embodied therein, in perpetuity and throughout the world. Except to the extent otherwise provided in this Agreement, Developer retains no right, ownership, or title in the Developer’s Work, Software, Technical Design and the Documentation, or any related copyrights, trademarks, patents, trade secrets, Confidential Information, or any other proprietary rights obtained on the Software, Technical Design or the Documentation. The parties agree that the Software, Technical Design and the Documentation, and all associated intellectual property rights are being sold in their entirety to Client for whatever use Client desires. Nothing in this Agreement may be construed to convey a mere license to Client. Developer agrees to cooperate with Client, without additional compensation, in providing information or performing any necessary actions to register and secure any copyrights, patents, or trademarks or other intellectual property rights for the benefit of Client. Upon request, each party hereto shall execute and deliver any instruments, assignments, confirmations of assignments, or other written instruments as the other party may request in the ordinary course of business related to the Software, Technical Design and the Documentation or the rights or obligations set forth herein.
Software and Intellectual Property Rights. 11.1 TimeTalk grants you a personal non-transferable and non-exclusive licence to use exclusively in connection with the Service any software and documentation owned byor licensed to TimeTalk, which is provided or made available for your use by TimeTalk in relation to the Service. This licence will cease immediately on termination of the Contract. If we supply you with software and/or documentation provided by a third party, you must use that software in accordance with and abide by the terms of software licence agreement supplied with it. All rights in all software anddocumentation remain the property of TimeTalk or its licensors.
Software and Intellectual Property Rights. 11.1 Supanet grants you a personal non-transferable and non-exclusive licence to use exclusively in connection with the Service any software and documentation owned by or licensed to Supanet, which is provided or made available for your use by Supanet in relation to the Service. This licence will cease immediately on termination of the Contract. If we supply you with software and/or documentation provided by a third party, you must use that software in accordance with and abide by the terms of software licence agreement supplied with it. All rights in all software and documentation remain the property of Supanet or its licensors.
Software and Intellectual Property Rights. 8.1 The Purchaser acknowledges and agrees that, as between the Parties, the Contractor and/or its licensors own all Intellectual Property Rights in all materials connected with the Managed Service and in any material developed or produced in connection with this agreement by the Contractor, its officers, employees, subcontractors or agents.
Software and Intellectual Property Rights. 10.4. The Parties’ respective rights, obligations and liabilities in relation to Software and any other Intellectual Property Rights used and/or created in connection with the System, the Services and/or this Agreement are set out in Schedule Part 6 (Software and Intellectual Property Rights).
Software and Intellectual Property Rights. 10.4. No title or ownership of software supplied or made available by CHANGE CONNECT to the Customer shall be transferred to the Customer. Software is licensed, not sold.
Software and Intellectual Property Rights a. All patents, trademarks, service marks, or business names, registered designs, copyrights, design rights, utility models, topography rights, applications to register any of the aforementioned rights, trade secrets, specifications, drawings, technical information, know-how and rights of confidence and any other intellectual or industrial property rights of any nature whatsoever in any part of the world (“IPR”) arising under this Agreement, except to the extent that they comprise or incorporate IPR supplied by Customer, shall, as between the Parties, vest in and be owned by L3Harris absolutely and Customer shall acquire no right, title, or interest therein.
Software and Intellectual Property Rights. 11.1 Optics Internet grants you a personal non-transferable and non-exclusive licence to use exclusively in connection with the Service any software and documentation owned by or licensed to Optics Internet, which is provided or made available for your use by Optics Internet in relation to the Service. This licence will cease immediately on termination of the Contract. If we supply you with software and/or documentation provided by a third party, you must use that software in accordance with and abide by the terms of software licence agreement supplied with it. All rights in all software and documentation remain the property of Optics Internet or its licensors.
Software and Intellectual Property Rights. Section 2.14 of the Disclosure Schedule describes the trademark and service mark xxxistrations and applications, unregistered trademarks and service marks, patents, patent applications, copyright registrations and copyright applications that are used in the conduct of the Business and are material to the operation of the Business, and the product name of the Software licensed, maintained or under development by the Acquired Companies that are material to the Business. The Acquired Companies own and possess all right, title and interest in, or hold a valid license (pursuant to license agreements identified in the Disclosure Schedule or falling below the required thresholds in the Disclosure Schedule) to, the Intellectual Property Rights and the Software set forth in Section 2.14 of the Disclosure Schedule, except where the failure to own or possess such right would not result in a Material Adverse Effect. Except as disclosed in Section 2.14(b) of the Disclosure Schedule, neither of the Acquired Companies have received any written notice of any infringement, misappropriation or violation of any Software or Intellectual Property Rights of any other person or entity, and, to the Knowledge of the Acquired Companies, no such infringement, misappropriation or violation has occurred. To the Knowledge of the Acquired Companies, no person or entity has infringed or misappropriated any of either Acquired Companies' Software or Intellectual Property Rights set forth in Section 2.14 of the Disclosure Schedule. To the Knowledge of the Acquired Companies, each has the right, free and clear of any material Liens, to use, modify, create derivative works for and otherwise exploit all of the Software and Intellectual Property Rights described in Section 2.14(b) of the Disclosure Schedule, other than the Software and Intellectual Property Rights identified in Section 2.14 of the Disclosure Schedule as being licensed or otherwise subject to third party rights pursuant to an agreement and other than such Software and Intellectual Property Rights licensed or otherwise subject to third party rights pursuant to an agreement that falls below the required thresholds in the Disclosure Schedule. Since its Date of Acquisition, each the of the Acquired Companies has used reasonable measures to maintain its proprietary Software as a trade secret and has a general practice of imposing reasonable confidentiality restrictions on its customers and employees.
Software and Intellectual Property Rights. (a) Section 4.17(a) of the Company Disclosure Schedule contains a complete and accurate list of (i) all patents, registrations and applications for patents owned by the Company or its Subsidiaries (the “Company Patents”); (ii) all registrations and applications Table of Contents for registration in respect of Intellectual Property Rights owned and used by the Company or its Subsidiaries (other than the Company Patents); and (iii) all computer software owned by the Company or its Subsidiaries and that is currently (A) distributed or (B) maintained and supported by the Company or its Subsidiaries (“Company Owned Software”).
