ACI Sample Clauses

ACI. ACI shall require all of its employees, contractors and agents, and any Affiliates and Third Parties working on its behalf under this Agreement (and their respective employees, contractors and agents), to assign to ACI any Program IP Rights and ACI IP Rights, created, discovered, conceived or reduced to practice by such employees, contractors or agents or Affiliates or Third Parties.
ACI. During the Transition Period ACI will develop its governance model. Such model will address the responsibilities as described below although they may be addressed in fewer individuals than what is currently depicted.
ACI. As between the Parties, ACI reserves all right, title and interest in and to the "ACI-Furnished Items," as defined below, the "ACI-Owned Developments," as defined below and the Site, along with all Intellectual Property Rights associated with any of the foregoing and no title to or ownership of any of the foregoing is transferred or, except as expressly set forth in Section 6.2, licensed to or any other person or entity. hereby assigns to ACI all right, title and interest that it may have or acquire in and to such items and all associated Intellectual Property Rights, and shall take, at ACI's expense, any actions (including, without limitation, execution and delivery of affidavits and other documents) reasonably requested by ACI to effect, perfect or confirm ACI's or its designee's right, title and interest therein. As used herein, ACI-Furnished Item" means any Technology or Trademark of ACI, or their Affiliates, as the case may be, that (a) is owned or controlled (e.g., by license or otherwise) by ACI, or their Affiliates, as the case may be, (b) is furnished by ACI for use in connection with the activities contemplated by this Agreement, and (c) was developed or in existence prior to the date of this Agreement or is at any time developed by or for ACI, or their Affiliates independent of the activities contemplated by this Agreement. The ACI-Furnished Items include, without limitation, the Site Functionality. As used herein, "ACI-Owned Development" means any Technology (including, without limitation, any adaptation, modification, improvement or derivative work of any ACI-Furnished Item or any Item) that is developed (as permitted by this Agreement) by either Party or jointly by the Parties specifically for use solely on the Site or in the Heath and Beauty Section in connection with the activities contemplated by this Agreement; provided, however, that the ACI-Owned Developments do not include, without limitation, any Items, as defined below. The ACI-Owned Developments will also include, without limitation, all adaptations, modifications, improvements or derivative works of the Site Functionality that are developed (as permitted by this Agreement) by either Party or jointly by the Parties unless such item is so developed specifically to link or communicate between the Si...

Related to ACI

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