Intellectual Property and Information. Unless expressly set forth in this Agreement, the Intellectual Property Agreement or in any Collateral Agreement, no title, right or license of any kind is granted to Buyer pursuant to this Agreement with respect to the Intellectual Property or Information of Seller or any Affiliate of Seller, either directly or indirectly, by implication, by estoppel or otherwise.
Intellectual Property and Information. 26. INTELLECTUAL PROPERTY RIGHTS
Intellectual Property and Information. Organitech and the Organitech Shareholders represents that no claim is pending or, to their knowledge, threatened to the effect that: (i) the present or past operations of the Business infringe upon or conflict with the asserted rights of any other person in respect of any Intellectual Property and Information or (ii) any Intellectual Property and Information is invalid or unenforceable.
Intellectual Property and Information. 4.1 The parties agree that: A1 Sponsor owns *NERFs to WSU and Students A2 Sponsor owns No NERFs A3 Sponsor owns NERF to WSU B1 WSU owns No NERFs B2a Students own No NERFs B2b Students own NERF to WSU and Sponsor B3 WSU owns Open source licensing B4 Students own NERF to WSU B5 WSU owns NERF to Sponsor *NERF - Non exclusive, royalty free license [Delete unneeded options from final document.] [Option A1: Subject to the reservation below, Sponsor will own IP Rights. In order to implement the same, University agrees to use reasonable efforts to secure from Students a written assignment of IP Rights in favor of Sponsor, such assignment reserving a non-exclusive, royalty-free license for Students and University to practice IP Rights and Inventions.] [Option A2: Sponsor will own IP Rights. In order to implement the same, University agrees to use reasonable efforts to secure from Students a written assignment of IP Rights in favor of Sponsor.] [Option A3: Sponsor will own IP Rights. In order to implement the same, University agrees to use reasonable efforts to secure from Students a written assignment of IP Rights in favor of Sponsor. Xxxxxxx agrees to grant and hereby grants to University a non-exclusive, royalty-free license, with the right to sublicense, to IP Rights and Inventions.] [Option B1: University will own Inventions and IP Rights.] [Option B2a: Students will own Inventions and IP Rights.] [Option B2b: Students will own Inventions and IP Rights. University agrees to use reasonable efforts to secure from Students a written non-exclusive, royalty-free license for Sponsor and University to practice Inventions and IP Rights.] [Option B3: University will own IP Rights and Inventions. University agrees that Inventions will be made available under an open source license.] [Option B4: Students will own Inventions and IP Rights, and will grant University a non-exclusive, royalty-free license, with the right to sublicense, to IP Rights and Inventions..] [Option B5: University will own Inventions and IP Rights. University agrees to use reasonable efforts to secure from Students a written a non-exclusive, royalty-free license for Sponsor to practice Inventions and IP Rights for internal research and development purposes only. To the extent that University does not secure such license directly from Students, University agrees to grant Sponsor a license of the same scope recited in the prior sentence.]
Intellectual Property and Information. 9.1. Annex sets forth provisions for the protection and distribution of intellectual property created or furnished in the course of activities under this Agreement, and for the protection of confidential information. Annex I constitutes an integral part of this Agreement.
Intellectual Property and Information. (a) Schedule 4.27(a)(i) sets forth, as to each item of the ------------------- Intellectual relevant application or registration number, (ii) relevant filing, registration, issue or application date, (iii) record owner, (iv) country and (v) title. Schedule 4.27(a)(ii), sets forth all Intellectual Property the -------------------- Company or Omni-Tech owns (other than registered Intellectual Property set forth on Schedule 4.27(a)(i)) or has a right to use. Except as set forth on Schedule -------------------- -------- 4.27(a)(iii), the Company and Omni-Tech own or have a valid right to use the ----------- Intellectual Property and Information necessary for the Business as now being conducted. The SCT Parties have not filed for registration for any Intellectual Property or Information being developed for, or in use by, the Business that is not listed on Schedule 4.27(a)(i). -------------------
Intellectual Property and Information. Holmusk Europe and each Participant owns all right, title, and interest in and to all copyright, trademarks, patents, database rights and all other intellectual property and other rights in and to all its services, information, content and data that exist prior to the date of these Terms of Participation. Holmusk Europe provides no assurance or warranty of confidentiality relating to the information, content and data that are provided by Participants in the Competition, but will not knowingly publish Participants' confidential information, content or data unless the Participant has given their prior written consent. Participants shall not disclose Holmusk Europe confidential information or personal data of any third-party as provided below in Section 9.
Intellectual Property and Information. 7.1 Each party owns all right, title and interest in and to all copyrights, trademarks, patents, database rights and all other intellectual property and other rights in and to all its services, information, content and data that exist prior to the date of these terms.
Intellectual Property and Information. Except as disclosed on ------------------------------------- Schedule 4.6(f), the Intellectual Property and Information includes all of --------------- Seller's intellectual property rights which are used in operating the Business. Seller owns exclusively or has a valid right to use the Intellectual Property and Information being used to conduct the Business and the conduct of its Business does not and, to Seller's Knowledge, will not conflict with or infringe upon the intellectual property rights of others. A complete list of licenses other than standardized shrink wrap software licenses is attached hereto as Schedule 4.6(f). Except as set forth on Schedule 4.6(f), no claim is pending --------------- --------------- or, to the best of Seller's Knowledge, threatened against Seller and/or its officers, employees and consultants to the effect that any such Intellectual Property and Information owned or licensed by Seller, or which Seller otherwise has the right to use, is invalid or unenforceable by Seller. Except pursuant to the terms of any licenses specified on Schedule 4.6(f), Seller has no obligation --------------- to compensate any person or entity for the use of any such Intellectual Property and Information, and Seller has not granted any person or entity any license or other right to use any of the Intellectual Property and Information of Seller, whether requiring payment of royalties or not. To Seller's actual knowledge (without independent inquiry), no employee of Seller is subject to any contractual or legal restrictions which might interfere with their use of their best efforts to promote the interests of Seller. To Sellers' Knowledge, no employee or consultant of Seller has used any trade-secrets or confidential information of any other person in the course of their work for Seller. To Seller's Knowledge, Seller is the exclusive owner of all right, title and interest in its Intellectual Property and Information as purported to be owned by it. Neither Seller nor, to Seller's Knowledge, any of its employees or consultants has received notice of and to Seller's Knowledge there are no claims that Seller's Intellectual Property and Information or the use or ownership thereof by Seller infringes, violates or conflicts with any right of any third party.
Intellectual Property and Information. The Intellectual Property and Information includes all of Company's intellectual property rights which are used or useful in operating Company's business. Company owns exclusively or has a valid right to use the Intellectual Property and Information being used to conduct its business as now operated and the conduct of its business as now operated does not and, to Company's and Shareholders' knowledge, will not conflict with or infringe upon the intellectual property rights of others. A complete list of licenses other than standardized end-user software licenses and registrations of and applications for registrations of such Intellectual Property and Information is attached hereto as Schedule 4.10(e). Except as set forth on Schedule 4.10(e), no claim is pending or, to Company's and Shareholders' knowledge, threatened against Company and/or its officers, employees and consultants to the effect that any such Intellectual Property and Information owned or licensed by Company, or which Company otherwise has the right to use, is invalid or unenforceable by Company. Except pursuant to the terms of any licenses specified on Schedule 4.10(e), Company has no obligation to compensate any person or entity for the use of any such Intellectual Property and Information, and Company has not granted any person or entity any license or other right to use any of the Intellectual Property and Information of Company, whether requiring payment of royalties or not. Company has taken all reasonable measures to protect and preserve the security, confidentiality and value of its Intellectual Property and Information and other confidential information. Those employees and consultants of Company involved in the design, review, evaluation or development of products, Intellectual Property and Information or other confidential information have executed a nondisclosure and assignment of inventions agreement sufficient to protect the confidentiality and value of Company's Intellectual Property and Information and other confidential information and to vest in Company exclusive ownership of such Intellectual Property and Information and other confidential information. To Company's and Shareholders' knowledge all material trade secrets and other confidential information of Company are presently valid and protectible and are not part of the public domain or knowledge, nor, to Company's and Shareholders' knowledge, have they been used, divulged or appropriated for the benefit of any person oth...
