Cross License to Joint Property Sample Clauses

Cross License to Joint Property. To the extent that the Parties collaborate to develop code or functionalities or any other material in which there may exist Intellectual Property Rights, and that collaborative work does not otherwise constitute Company Property or Napster Property, such code, functionalities and/or material shall be considered “Joint Property,” once expressly and mutually documented as such. Joint Property shall be owned by Company and Napster during the Term of the Agreement and thereafter by Tower and Napster or their permitted successors or assigns in perpetuity, throughout the world, free of any claim by Company or any third party, except as otherwise provided herein. Each Party shall be entitled, without notice or accounting to the other, to exploit, disclose, and in any way license, sublicense and/or alienate any right as may exist in Joint Property; provided that any use or license by Company or Tower of such Joint Property outside of the Customized Service during the Term shall require Napster’s prior written consent, which consent shall not be unreasonably withheld or delayed, and any use or license of such Joint Property by Napster outside of the Customized Service during the Term shall require Company and Tower’s prior written consent, which consent shall not be unreasonably withheld or delayed. The Parties shall consult and provide reasonable assistance to each other in securing and perfecting any Intellectual Property Rights as may exist in Joint Property.
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Cross License to Joint Property. To the extent that the Parties collaborate to develop code or functionalities or any other material in which there may exist Intellectual Property Rights, and that collaborative work does not otherwise constitute JapanJV Property or USCo Property, such code, functionalities and/or material shall be considered “Joint Property,” once expressly and mutually documented as such. Joint Property shall be owned by JapanJV and USCo during the Term of the Agreement and thereafter by JapanCo and USCo or their permitted successors or assigns in perpetuity, throughout the world, free of any claim by JapanJV or any third party, except as otherwise provided herein. Each Party shall be entitled, without notice or accounting to the other, to exploit, disclose, and in any way license, sublicense and/or alienate any right as may exist in Joint Property; provided that any use or license by JapanJV or JapanCo of such Joint Property outside of the Customized Service during the Term shall require USCo’s prior written consent, which consent shall not be unreasonably withheld or delayed, and any use or license of such Joint Property by USCo outside of the Customized Service during the Term shall require JapanJV and JapanCo’s prior written consent, which consent shall not be unreasonably withheld or delayed. The Parties shall consult and provide reasonable assistance to each other in securing and perfecting any Intellectual Property Rights as may exist in Joint Property. Cross license to joint property. Joint property shall be jointly owned by USCo and JapanJV during the term of this agreement, and by USCo and JapanCo when the agreement is terminated. No notice nor accounting is necessary by one party to another party when exploiting joint property. Similar to Section 6.1.4., the obligations with respect to patent applications could be more specific.
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Related to Cross License to Joint Property

  • Grant of License to Use Intellectual Property For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

  • Intellectual Property Matters A. Definitions

  • Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party.

  • Intellectual Property Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

  • Intellectual Property Licenses Notwithstanding anything to the contrary contained in the TSA, and except as otherwise provided in Section 5.13 of the SPA, it shall be the responsibility of the Receiving Party (at the Receiving Party’s sole cost and expense) to obtain all licenses associated with the use of third party intellectual property, including but not limited to copyrights (e.g., software), trademarks and patents (and/or consents and extensions relating to such licenses), if any, necessary for the provision of Services to the Receiving Party during the Term. The Service Provider agrees to use commercially reasonable efforts to assist the Receiving Party in its negotiations with any licensors from whom the Receiving Party may require such a license (or consent or extension) during the Term. In the event the Receiving Party is unable to obtain a necessary license, consent or extension, the Services related to such license shall be removed from the scope of the TSA, without a reduction in fees or payments owed by the Receiving Party under the TSA. In all events, and in addition to (and not in limitation of) any similar rights that the Service Provider may have under the TSA, the Receiving Party shall indemnify, defend and hold the Service Provider harmless from and against any actions, liabilities and/or claims relating to the licenses and the license matters discussed in this provision. The Receiving Party’s obligation to pay any fees under this Section 1.5 shall apply whether or not such claims for fees arise from the Receiving Party’s continued or past access to or benefit from third party intellectual property. The Receiving Party also acknowledges the Service Provider’s right to initiate discussion with third party licensors that may involve the Receiving Party’s use of intellectual property. All negotiated agreements with third party licensors for the future use of or rights to intellectual property and associated services shall be at the cost of the Service Provider, provided that the Receiving Party shall bear the cost of incremental third party use fees which are specifically identified in the agreements with the third party licensors and which relate solely to the Receiving Party’s use (“Incremental License Fees”). Such Incremental License Fees shall be approved in advance in writing by the Receiving Party, which approval shall not be unreasonably withheld or delayed.

  • Patents, Licenses, Franchises and Formulas The Borrower and its Subsidiaries own or have valid licenses to use all material patents, trademarks, permits, service marks, trade names, copyrights, licenses, franchises and formulas, or rights with respect to the foregoing, and have obtained assignments of all leases and other rights of whatever nature, reasonably necessary for the present conduct of their business, without any known conflict with the rights of others except for such failures and conflicts which have not had, and could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

  • Possession of Franchises, Licenses, Etc Each of Borrower and its Subsidiaries possesses all franchises, certificates, licenses, permits and other authorizations from governmental political subdivisions or regulatory authorities, free from burdensome restrictions, that are necessary in any material respect for the ownership, maintenance and operation of its properties and assets, and neither Borrower nor any of its Subsidiaries is in violation of any thereof in any material respect.

  • Technology and Intellectual Property (a) Schedule 2.22(a) sets forth a complete and correct list of all (i) registered trademarks, service marks, domain names, copyrights and patents; (ii) applications for registration or grant of any of the foregoing; (iii) unregistered trademarks, service marks, trade names, logos and assumed names; and (iv) licenses for any of the foregoing, in each case, owned by or for the benefit of the Company or a Company Subsidiary, or used in or necessary to conduct the Company’s or a Company Subsidiary’s business as presently conducted. The items on Schedule 2.22(a), together with all other trademarks, service marks, trade names, logos, assumed names, patents, copyrights, trade secrets, computer software, licenses, formulae, customer lists or other databases, business application designs and inventions currently used in or necessary to conduct the businesses of the Company or of a Company Subsidiary, constitute the “Intellectual Property.”

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