Company Intellectual Property Rights. Executive and Premier agree that Premier shall be the sole owner of all work and all tangible and intangible materials and products, Intellectual Property (as defined below), improvements and ideas that Executive jointly or singly developed or develops, or of which Executive becomes aware, while acting on behalf of Premier as an employee prior to or during the Employment Term. Thus, Executive shall promptly and fully disclose all Intellectual Property (as defined below) to Premier, and Executive hereby acknowledges that all Intellectual Property is the property of the Company. Executive hereby assigns and agrees in the future to assign to the Company (or as otherwise directed by the Company) Executive’s full right, title and interest in and to all Intellectual Property. Executive agrees to provide, at the Company’s reasonable request, all further cooperation that the Company determines is necessary or desirable to accomplish the complete transfer of the Intellectual Property and all associated rights to the Company, its successors, assigns and nominees, and to ensure the Company the full enjoyment of the Intellectual Property. In addition, all copyrightable works that Executive creates during Executive’s employment with the Company shall be considered “work made for hire” and shall, upon creation, be owned exclusively by Premier.
Company Intellectual Property Rights. The Company or its Subsidiaries own, or license or otherwise possess legally enforceable rights to use, without any obligation to make any fixed or contingent payments (except as provided in license agreements or support agreements related to Third Party Intellectual Property, including any royalty payments or honorariums, all as identified on Section 4.13(c) of the Company Disclosure Schedule), all Company Intellectual Property as necessary to permit the Company and its Subsidiaries to conduct their businesses as currently conducted and as proposed to be conducted. Except as set forth in Section 4.13(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries have previously licensed, assigned, transferred or otherwise conveyed any right, title or interest in, to or under any of the Company Intellectual Property to any other Person. Neither the Company nor its Subsidiaries are under any obligation to transfer ownership of, or grant any exclusive license with respect to any Company Intellectual Property to any third party. The Company Intellectual Property is free and clear of any Liens, charges, encumbrances or rights of any other Person to possession or use. To the extent that any Company Intellectual Property has been developed or created by a third party for the Company (or its Subsidiaries), the Company (or its Subsidiaries) has a written agreement with such third party with respect thereto and the Company (or its Subsidiaries) either (i) has obtained ownership of and is the exclusive owner of, or (ii) has obtained a license (sufficient for the conduct of its business as currently conducted and as proposed to be conducted) to all such third party’s Intellectual Property by operation of Law or by valid assignment.
Company Intellectual Property Rights. Section 3.14(a)...................... 23
Company Intellectual Property Rights. Section 5.18(a) Company Material Adverse Effect................................. Section 5.1
Company Intellectual Property Rights. All intellectual property rights, whether or not patentable or copyrightable, which (i) are made or developed with the equipment, supplies, facilities, product formulations, trade secrets, time or other assets of the Company; (ii) relate to the business, including anticipated research or development, of the Company that are developed during the term of this Agreement, or (iii) result from work performed by Employee for the Company, are and shall remain the sole property of the Company, and upon request made by the Company, Employee shall assign any and all rights, including copyrights, patents and patent rights, trade xxxx and trade dress rights, Employee may have therein to Company.
Company Intellectual Property Rights. ... Section 3.1(o)(i) Company Required Consents................................................................................. Section 3.1(d) Company SEC Reports.................................................................................... Section 3.1(f)(i) Company Shares...................................................................................................
Company Intellectual Property Rights. Customer agrees that all rights, title and interest in and to all intellectual property rights in the Product are owned exclusively by Company or its licensors. Except as provided in this Agreement, the license granted to Customer does not convey any rights in the Product, express or implied, or ownership in the Product or any intellectual property rights thereto. In addition, Company will have a royalty-free, worldwide, transferable, sub- licensable, irrevocable, and perpetual license to use or incorporate into the Product any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, relating to the operation of the Product. Any rights not expressly granted herein are reserved by Company. Company marks, logos and product and Product names are marks of Company, respectively (the "Company Marks"). Customer agrees not to display or use the Company Marks in any manner without Company’s express prior written permission. The trademarks, logos and Product marks of Third Party Application providers ("Marks") are the property of such third parties. Customer is not permitted to use these Marks without the prior written consent of such third party which may own the Xxxx.
Company Intellectual Property Rights. (a) The Company has Previously Disclosed all (i) Intellectual Property Rights (as hereinafter defined) owned, licensed or used by the Company ("Company IP"), and (ii) all license and other agreements with respect to any of the foregoing. There are no pending or threatened claims (x) against the Company or any stockholder or other affiliate thereof by any person or entity claiming any adverse right of ownership or use of any of the Company IP, or (y) that the Company is infringing upon any rights in or to the Intellectual Property Rights of any other person or entity; and, no valid basis for any such claim exists.
Company Intellectual Property Rights. The Company and its ------------------------------------ Subsidiaries own, or license or otherwise possess legally enforceable rights to use, without any obligation to make any fixed or contingent payments, including any royalty payments, all Intellectual Property (as defined below) used or necessary to (1) use, manufacture, market and distribute the products manufactured, marketed, sold or licensed, and to provide the services provided, by the Company to other parties or (2) to operate the Company's internal systems that are material to the business or operations of the Company, including, without limitation, computer hardware systems, software applications and embedded systems in order to conduct the business of the Company and its Subsidiaries as currently conducted (excluding off-the-shelf software programs licensed pursuant to shrinkwrap licenses). For purposes of this Agreement, the term "Intellectual Property" means (i) trademarks, service marks and trade names (whether registered or unregistered), patents, domain names, copyrights, designs, mask works, trade secrets, confidential business information and inventions, whether patentable or unpatentable and whether or not reduced to practice, know-how, manufacturing and production processes and techniques, research and development information, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information, (ii) applications for and registrations of such patents, trademarks, service marks, trade names, domain names, copyrights, mask works and designs, (iii) processes, formulae, methods, schematics, technology, know-how, computer software programs and applications, and (iv) other tangible or intangible proprietary or confidential information or material or rights relating to the foregoing. Section 4.9(a) of the Company Disclosure Schedule lists each patent, patent application, copyright registration or application therefor, mask work registration or application therefor, and trademark, service xxxx and domain name registration or application therefore of the Company.
Company Intellectual Property Rights. 23 GROUP..............................3
