Intellectual Properties Sample Clauses
Intellectual Properties. To the extent permissible under applicable law, all intellectual properties made or conceived by Employee during the term of this employment by Employer shall be the right and property solely of Employer, whether developed independently by Employee or jointly with others. The Employee will sign the Employer’s standard Employee Innovation, Proprietary Information and Confidentiality Agreement (“Confidentiality Agreement”).
Intellectual Properties. (a) All ownership, copyright, patent, trade secrecy and other rights in all works, designs, inventions, ideas, manuals, improvements, discoveries, processes, customer lists or other properties (the “Intellectual Properties”) made or conceived by Executive during the term of his/her employment by the Company shall be the rights and property solely of the Company, whether developed independently by Executive or jointly with others, and whether or not developed or conceived during regular working hours or at the Company’s facilities, and whether or not the Company uses, registers, or markets the same.
(b) In accordance with the Company’s policy and RCW 49.44.140 and RCW 49.44.150, this Agreement (other than Subsection 3(c)) does not apply to, and Executive has no obligation to assign to the Company, any invention for which no Company trade secrets and no equipment, supplies, services, or facilities of the Company were used and which was developed entirely on Executive’s own time, unless: (i) the invention relates directly to the business of the Company, (ii) the invention relates to actual or demonstrably anticipated research or development work of the Company, or (iii) the invention results from any work performed by Executive for the Company.
(c) If and to the extent that Executive makes use, in the course of his employment, of any items or Intellectual Properties previously developed by Executive or developed by Executive outside of the scope of this Agreement, Executive hereby grants the Company a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license (with right to sublicense) to make, use, sell, copy, distribute, modify, and otherwise to practice and exploit any and all such items and Intellectual Properties.
(d) Executive will assist the Company as reasonably requested during and after the term of his employment to further evidence and perfect, and to enforce, the Company’s rights in and ownership of the Intellectual Properties covered hereby, including without limitation, the execution of additional instruments of conveyance and assisting the Company with applications for patents or copyright or other registrations.
Intellectual Properties. SCHEDULE 5.23 contains an accurate and complete list of all domestic and foreign letters patent, patents, patent applications, patent licenses, software licenses and know-how licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx registrations and applications and copyright registrations and applications, trade secrets or other confidential proprietary information owned or used by Company in the operation of the business (collectively the "Intellectual Property"). Except as set forth on SCHEDULE 5.23 and except for commercial software licensed for use on personal computers, Company owns the entire right, title and interest in and to the Intellectual Property, trade secrets and technology used in the operation of its business and each item constituting part of the Intellectual Property and trade secrets and technology which is owned by Company has been, to the extent indicated in SCHEDULE 5.23, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark office or such other government entities, domestic or foreign, as are indicated in SCHEDULE 5.23 and such registrations, filings and issuances remain in full force and effect. There have been and are no pending or, to the best knowledge of Company, threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. There is, to the best knowledge of Company, no reasonable basis upon which a claim may be asserted against Company for infringement of any domestic or foreign letters patent, patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, service xxxx registrations or applications, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of Company, no Person is infringing the Intellectual Property.
Intellectual Properties. (a) The operation of the RES Business as currently conducted requires no rights under patents, registered or unregistered trademarks or registered or unregistered service marks other than rights under patents, trademarks and service marks owned by EXPERIAN (or its predecessors-in-interest), and rights granted for the benefit of the RES Business pursuant to license agreements that are in full force and effect. Within the three-year period immediately preceding the date of this Agreement, the RES Business made use of no rights under any patents, trademarks or service marks other than those owned by EXPERIAN (or its predecessors-in-interest), and rights granted for the benefit of the RES Business under license agreements.
(b) Except as disclosed on Schedule 3.13(b) attached hereto, the operation of the RES Business as currently conducted requires no rights under copyrights, other than rights under copyrights owned by EXPERIAN, and rights granted for the benefit of the RES Business pursuant to license agreements that are in full force and effect. Within the three-year period immediately preceding the date of this Agreement, the RES Business made no use of rights under any copyright, other than those owned by EXPERIAN (or its predecessors-in-interest), and rights granted for the benefit of the RES Business under license agreements.
(c) To the best of its knowledge, the operation, development and maintenance of the RES Business as currently conducted requires no rights under trade secrets or proprietary information (including but not limited to those in computer software and databases and to those disclosed in patent applications) other than rights under trade secrets and proprietary information owned by EXPERIAN, and rights granted for the benefit of the RES Business pursuant to license agreements that are in full force and effect. To the best of its knowledge, within the three-year period immediately preceding the date of this Agreement, the RES Business made use of no rights under any trade secret or proprietary information other than those owned by EXPERIAN (or its predecessors- in-interest), and rights granted for the benefit of the RES Business under license agreements.
(d) Except as set forth on Schedule 3.13(d), no claim adverse to its or the RES Business' interests in the Intellectual Property used in the RES Business or its license agreements with respect thereto has been made in litigation. To the best of its knowledge, no such claim has been threaten...
Intellectual Properties. 3.1 Party A shall solely and exclusively own any ownership, interest and right of the intellectual properties produced by performance of this Agreement, including but not limited to copyrights, patents, claims of patent application and technical secrets, and without Party A’s consent, Party B and Party C enjoy no rights other than those provided herein. Party B shall actively assist with Party A for all necessary method to cause Party A obtain such intellectual properties. For avoidance of any doubt, any intellectual property that is in the process of filing with governmental authorities or owned by the Party B shall be transferred by the beneficial owner or the applicant of such intellectual property to Party A or its affiliate as required by Party A and Party B shall execute transfer agreement for such intellectual property except the intellectual properties that are necessary for Party B or its Subsidiaries in ordinary business or shall be held by Party B according to relevant P.R.C. laws and regulations.
3.2 However, if the development is based on the intellectual properties owned by Party B, such intellectual properties should be flawless. Otherwise Party B shall bear all damages and losses caused to Party A by any flaw of such intellectual properties. If Party A is to bear any liabilities to any third party because of this, it has the right to recover all of its losses from Party B.
3.3 This Article 3 of this Agreement shall survive any modification, dissolution or termination of this Agreement.
Intellectual Properties. The operation of the business of GPEH or any of its subsidiaries requires no rights under Intellectual Property (as hereinafter defined) other than rights under Intellectual Property listed on Schedule 4.13 attached hereto, and rights granted to GPEH or any of its subsidiaries pursuant to agreements listed on Schedule 4.13. Since inception of GPEH or any of its subsidiaries, neither the business of GPEH or any of its subsidiaries made use of Intellectual Property rights other than rights under Intellectual Property listed on Schedule 4.13 and rights granted to GPEH or any of its subsidiaries pursuant to agreements listed on Schedule 4.13. Except as otherwise set forth on Schedule 4.13, either GPEH or any of its subsidiaries owns all right, title and interest in the Intellectual Property listed on Schedule 4.13 including, without limitation, exclusive rights to use and license the same. Each item of Intellectual Property listed on Schedule 4.13 has been duly registered with, filed in, or issued by the appropriate domestic or foreign governmental agency, to the extent required, and each such registration, filing and issuance remains in full force and effect. Except as set forth on Schedule 4.13, no claim adverse to the interests of GPEH or any of its subsidiaries in the Intellectual Property or agreements listed on Schedule 4.13 has been made in litigation. To the best knowledge, information and belief of the Shareholders, no such claim has been threatened or asserted, no basis exists for any such claim, and no Person has infringed or otherwise violated the rights of GPEH or any of its subsidiaries in any of the Intellectual Property or agreements listed on Schedule 4.13. Except as set forth on Schedule 4.13, no litigation is pending wherein GPEH or any of its subsidiaries is accused of infringing or otherwise violating the Intellectual Property right of another, or of breaching a contract conveying rights under Intellectual Property. To the best knowledge, information and belief of the Shareholders, no such claim has been asserted or threatened against GPEH or any of its subsidiaries, nor are there any facts that would give rise to such a claim. For purposes of this Section 4.13 and Section 5.13, "Intellectual Property" means domestic and foreign patents, patent applications, registered and unregistered trademarks and service marks, trade names, registered and unregistered copyrights, computer programs, data bases, trade secrets and proprietary information....
Intellectual Properties. Lessor consents to the photography, filming, videotaping and recordation of the Works for the purpose of obtaining photographic and other copyrights in the new derivative works, which shall be owned and controlled by Lessor, but which is hereby licensed to Lessee for use in advertising, promotion, and merchandising of, and education relating to, the Works, such license to run concurrently, with respect to any Work, with the rental of such Work hereunder. In the event that any Work is withdrawn or rental terminated, the corresponding license shall automatically terminate; provided, however, that following such termination, Lessee shall have six (6) months to discontinue sales and use of the applicable merchandise.
Intellectual Properties. 1. Either party or any third party has no right or interest regarding the company name, product logos, intellectual property rights, trade secrets, confidential information, etc. owned by the other party.
2. The selection of products is at sole discretion of Party B upon the knowledge of relevant laws and regulations regarding trademark and copyright in the destination country, and Party B shall take full responsibility of any dispute regarding such issues. (See more details in Party A’s User Agreement: xxxxx://xxxxxxxxxxxxxx.xxx/user-agreement/en).
Intellectual Properties. (a) Schedule 4.12(a) sets forth a listing of (i) all registered Company Intellectual Property and all pending applications therefor, setting forth the owner, country, registration and application numbers and dates of filing and, if applicable, issuance, (ii) all unregistered trademarks, service marks and trade names used by the Company, setting forth the country or state of use and date of first use, and (iii) all Software owned by the Company. All actions required to record each assignee throughout the chain of custody for all of the registered Company Intellectual Property disclosed in Schedule 4.12
(a) has been completed with each applicable Governmental Entity, including payment of all costs, fees, taxes, and expenses associated with all such recording activities.
(b) Schedule 4.12(b) sets forth a listing of all written licenses (excluding Off-the-Shelf Software and end user licenses for mass market Software) pursuant to which the Company is a party either as a licensee or licensor and any other Contract under which the Company grants or receives any rights to Intellectual Property (the “Licenses”) and includes, with respect to each License, the date of the License, the renewal date of the License and the number of seats available to the Company pursuant to such License.
(c) Except as set forth on Schedule 4.12(c), the Company solely owns, free and clear from all Liens, other than Permitted Liens, all right, title and interest in and to the Company Intellectual Property as necessary for use in, or otherwise as currently being used in, the operation of the business of the Company. The Company Intellectual Property is valid, subsisting, in full force and effect, and has not been cancelled, expired or abandoned.
(d) The Company has a valid and enforceable right or license to use (as currently being used) the Intellectual Property used in its business that is owned by a third party, including the Intellectual Property disclosed in Schedule 4.12(c), subject to the Enforceability Exceptions.
(e) Neither the Company Intellectual Property nor the material Intellectual Property used but not owned by the Company is subject to any restrictions or limitations regarding use or disclosure other than pursuant to a written License applicable thereto as disclosed in Schedule 4.12(c).
(f) Except as set forth on Schedule 4.12(f), the Company has not received in the past three (3) years any written notice regarding the infringement or misappropriation by the Company of an...
Intellectual Properties. With respect to any and all rights, titles, interests and intellectual properties (including without limitation copyrights, patents, know-how, trade secrets and others) arising from the performance of the Agreement, whether they are developed by Party A itself or developed by Party B on the basis of Party A’s intellectual properties or developed by Party A on the basis of Party B’s intellectual properties, Party A shall enjoy exclusive ownership, intellectual properties and beneficial interests and Party B may not claim ownership, intellectual properties or any other rights or interests against Party A. Without written consent of Party A, Party B may not assign or grant the aforesaid intellectual properties to any third party. If the development is accomplished on the basis of Party B’s intellectual properties, Party B shall guarantee that there is no flaw with respect to such intellectual properties. Otherwise, the losses incurred by Party A shall be borne by Party B.