Intellectual Property and Materials Sample Clauses

Intellectual Property and Materials. Any and all forms, documents, reports, frameworks, structures, methods, processes, techniques, know-how, code, computer software including source code and object code, information, data, information sets, data sets, databases, notes, art, graphics, designs, ideas, creations, developments, works of authorship, business plans, inventions, discoveries, improvements, modifications, specifications, products, and any other similar intellectual property or material that may exist.
Sample 1
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Intellectual Property and Materials. BAM owns and shall own any Intellectual Property Rights related to the Product. Distributor shall not infringe upon any of BAM’s Intellectual Property Rights. At reasonable request of Distributor, BAM will furnish Distributor with such information and data, as Distributor deems necessary in connection with the sales and distribution of the Products. All materials provided by BAM in relation to the Products (hereinafter the “Materials”) shall remain the property of BAM. All Materials provided by BAM that are in Distributor’s possession or control at termination or expiration of this Agreement shall be immediately returned to BAM at BAM’s cost or disposed of by Distributor. BAM hereby grants Distributor a royalty-free right to reproduce, translate, summarize or otherwise use all or part of the Materials provided by BAM hereunder for the sole purpose of selling and distributing the Products pursuant to this Agreement (“Modified Materials”); provided, however, that BAM shall review and approve all Modified Materials before use by Distributor in distributing the Products.The parties agree to carry out the commercial and technical development jointly as indicated on the paragraphs above, related to advertising expenses, announcements, fairs, exhibitions, seminars, trainings, which will be reviewed and approved jointly by the parties. In addition, the parties agree that expenses involving technical support, product development, research, analysis, promotion, testing and scientific assessments will be jointly agreed upon. Regarding the manuals, merchandising, marketing and technical materials, these will be provided by BAM Agricultural Solutions Inc... BAM will be responsible for the Trademark Registrations and Patents Registrations of its own products in the Republic of Paraguay as well as the regulations and certifications required by the Authorities of the Territory for the exclusive use of Xx. Xxxxx Xxxxxxxx Do Xxxxxx or any other natural or legal persons designated by him within the Territory.
Sample 1
Intellectual Property and Materials. WRHC and the Contractor acknowledge that any intellectual property that is developed by collaboration of both parties will be and remains the property of WRHC WRHC and the Contractor acknowledge that any intellectual property that is developed by the Contractor in relation to clinical services remains the property of the Contractor.
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Intellectual Property and Materials. I. TrailMed and the Contractor acknowledge that any intellectual property that is used during the contract between the parties will be and remains the property of the Company.
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Intellectual Property and Materials. BAM owns and shall own any all intellectual property and industrial property rights comprising or relating to/of the following: (a) patents; (b) trademarks; (c) internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (e) trade secrets; and (f) all other intellectual property and industrial property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the laws of any jurisdiction throughout in any part of the world (collectively, the “Intellectual Property Rights”). The Intellectual Property Rights include any intellectual property rights of BAM’s affiliates or Zero Gravity Solutions, Inc. that are required for or related to the manufacture, production, use or distribution of the Product Lines. TBD shall not infringe upon any of BAM’s Intellectual Property Rights. TBD shall comply with BAM’s TBD Online Marketing Policy, as it may be updated from time to time. At reasonable request of TBD, BAM will furnish TBD with such information and data, as TBD deems necessary in connection with the sales and distribution of the Products. All materials provided by BAM in relation to the Products (hereinafter the “Materials”) shall remain the property of BAM. All Materials provided by BAM that are in TBD’s possession or control at termination or expiration of this Agreement shall be immediately returned to BAM at BAM’s cost or disposed of by TBD. BAM hereby grants TBD a royalty-free right to reproduce, translate, summarize or otherwise use all or part of the Materials provided by BAM hereunder for the sole purposes of developing Product protocols, developing the Mexico market for Product, branding, private labeling and selling and distributing the Products pursuant to this Agreement. The Parties shall jointly own any intellectual property arising f...
Sample 1
Intellectual Property and Materials. 1. The Services do not include us obtaining any licence or consent from any third party for use of any intellectual property including any copyright, design, trade xxxx, rights in or to play music or film, or in any graphic, printed or other material or media of any kind (IP) or use of any confidential information in any way used at or forming part of your event and you must obtain and you warrant that you hold all necessary licences (including music licences) and approvals.
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Intellectual Property and Materials. 13.1. Doctoroo and the Contractor acknowledge that any intellectual property that is developed by collaboration of both parties will be and remains the property of Doctoroo
Sample 1
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Intellectual Property and Materials 
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Related to Intellectual Property and Materials

  • Intellectual Property; Software (a) Schedule 4.12 contains a list and description (showing in each case any product, device, process, service, business or publication covered thereby, the registered or other owner, expiration date and number, if any) of all Copyrights, Patent Rights and Trademarks owned by, licensed to or used by the Company.

  • Intellectual Property Warranty CONTRACTOR represents and warrants that its performance of all obligations under this Contract does not infringe in any way, directly or contributorily, upon any third party’s intellectual property rights, including, without limitation, patent, copyright, trademark, trade secret, right of publicity and proprietary information.

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS A. Data produced under this Annex which is subject to paragraph C. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement will be protected for the period of one year.

  • Intellectual Property Rights The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

  • Intellectual Property Rights Infringement HP will defend and/or settle any claims against Customer that allege that an HP-branded product or service as supplied under this Agreement infringes the intellectual property rights of a third party. HP will rely on Customer’s prompt notification of the claim and cooperation with our defense. HP may modify the product or service so as to be non-infringing and materially equivalent, or we may procure a license. If these options are not available, we will refund to Customer the amount paid for the affected product in the first year or the depreciated value thereafter or, for support services, the balance of any pre-paid amount or, for professional services, the amount paid. HP is not responsible for claims resulting from any unauthorized use of the products or services. This section shall also apply to deliverables identified as such in the relevant Support Material except that HP is not responsible for claims resulting from deliverables content or design provided by Customer.

  • Intellectual Property Matters A. Definitions

  • Patents and Intellectual Property Rights Recipients are subject to the Xxxx-Xxxx Xxx, 00 U.S.C. § 200 et seq, unless otherwise provided by law. Recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from federal financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14.

  • Third Party Intellectual Property Rights (a) In providing a Service, we may supply you with materials (including software) licensed by third parties.

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