GSI Clause Samples
GSI. As between the Parties, GSI reserves all right, title and interest in and to the “GSI-Furnished Items” (as defined below), the “GSI-Owned Developments” (as defined below), and the Company Stores and Specialized Stores (other than the Company-Furnished Items included in the Company Stores and Specialized Stores), along with all Intellectual Property Rights associated with any of the foregoing (the “GSI Intellectual Property”), and no title to or ownership of the GSI Intellectual Property is transferred or licensed to the Company or any other Person. The Company hereby assigns and agrees to assign to GSI all right, title and interest to the GSI Intellectual Property, and the Company will take, at GSI’s expense, any actions (including execution and delivery of affidavits and other documents) reasonably requested by GSI to effect, perfect or confirm GSI’s or its designee’s right, title and interest therein. As used herein, “GSI-Furnished Item” means any GSI Content or any Technology or Trademark of GSI that (a) is owned or controlled (e.g., by license or otherwise) by GSI or its Affiliates, as the case may be, and (b) is furnished by GSI for use in connection with the activities contemplated by this Agreement. “GSI-Owned Development” means any Technology (including any adaptation, modification, improvement or derivative work of any GSI-Furnished Item) that is developed solely by GSI or jointly by the Parties for use on any of the Company Stores or Specialized Stores in connection with the activities contemplated by this Agreement or that is developed by GSI for use on the Web Sites that it operates, which may include the Company Stores and/or Specialized Stores. Notwithstanding the foregoing, neither the GSI-Furnished Items nor the GSI-Owned Developments will include (i) any Company-Furnished Item, (ii) any derivatives thereof, or (iii) any Joint Developments (as defined below). The GSI-Owned Developments will, however, include all adaptations, modifications, improvements or derivative works of the Company Stores Functionality that are developed by GSI or jointly by the Parties. At the termination of the Agreement, the Company shall return all
GSI. As between the Parties, GSI reserves all right, title and interest in and to the "GSI-Furnished Items" (as defined below) and the "GSI-Owned Developments" (as defined below), 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 licensed to the Company or any other Person. The Company hereby assigns and agrees to assign to GSI all right, title and interest to such items and all associated Intellectual Property Rights, and the Company will take, at GSI's expense, any actions (including execution and delivery of affidavits and other documents) reasonably requested by GSI to effect, perfect or confirm GSI's or its designee's right, title and interest therein. As used herein, "GSI-Furnished Item" means any GSI Content or any Technology or Trademark of GSI that (a) is owned or controlled (e.g., by license or otherwise) by GSI or its Affiliates, as the case may be, and (b) is furnished by GSI for use in connection with the activities contemplated by this Agreement. "GSI-Owned Development" means any Technology (including any adaptation, modification, improvement or derivative work of any GSI-Furnished Item) that is developed solely by GSI or jointly by the Parties for use on the Company Site in connection with the activities contemplated by this Agreement or that is developed by GSI for use on the Web Sites that it operates, which may include the Company Site. Notwithstanding the foregoing, neither the GSI-Furnished Items nor the GSI-Owned Developments will include any Company-Furnished Item or any Joint Developments, or any adaptation, modification, improvement or derivative work of the any GSI-Furnished Item or any Joint Developments. The GSI-Owned Developments will, however, include all adaptations, modifications, improvements or derivative works of the Company Site Functionality that are developed by GSI or jointly by the Parties. At the termination of the Agreement, the Company will return all GSI-Furnished Items to GSI, and the Company will have no further rights thereto.
GSI. Seller shall have taken all action necessary to (i) demonstrate to Buyer’s satisfaction, which satisfaction shall be determined by Buyer in its sole and absolute discretion, that any technology (the “GSI Technology”) owned by GSI Lumonics, Inc. (“GSI”) was not used in the operation of the Business as of November 19, 2004 (the “Petition Date”), is not being used in the postpetition operations of the Business and that Buyer’s use of the Purchased Assets and operation of the Business in the same manner as Seller utilized the Purchased Assets and operated the Business prior to the Petition Date shall not infringe on GSI’s property rights to the GSI Technology or (ii) resolve its dispute with GSI pursuant to terms which will permit Buyer to use the Purchased Assets and operate the Business in same manner as Seller utilized the Purchased Assets and operated the Business prior to the Petition Date without infringing on GSI’s rights in the GSI Technology. Buyer shall be permitted to participate in negotiations between Seller and GSI regarding the GSI Litigation or the GSI Technology.