Intellectual Property and Proprietary Rights. Each Party shall retain full and sole ownership of its preexisting copyright, patent rights and other proprietary rights. All copyright, patent rights and other proprietary rights in plans, drawings, specifications, designs, reports, other documents and discoveries developed or prepared by the UN Partner under this Agreement shall belong to the UN Partner. The UN Partner herewith grants to the Government a perpetual, non-revocable, royalty-free, transferable (including the right to sub-license), fully paid-up, non-exclusive license to copy, distribute and use any such copyright, patent rights and other proprietary rights.
Intellectual Property and Proprietary Rights a. Licensee shall use commercially reasonable efforts to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify nCipher if Licensee becomes aware of any infringement of the nCipher’s Intellectual Property Rights in the Software and fully cooperate with nCipher, at nCipher’s sole expense, in any legal action taken by nCipher to enforce its Intellectual Property Rights.
Intellectual Property and Proprietary Rights. Each Party shall retain full and sole ownership of its preexisting copyright, patent rights and other proprietary rights. All copyright, patent rights and other proprietary rights in plans, drawings, specifications, designs, reports, other documents and discoveries developed or prepared by the UN Partner under this Agreement shall belong to the UN Partner. The UN Partner herewith grants to the Government a perpetual, non-revocable, royalty-free, transferable (including the right to sub-license), fully paid-up, non-exclusive license to copy, distribute and use any such copyright, patent rights and other proprietary rights. MATERIALS AND EQUIPMENT The purchase by the UN Partner of any supplies and equipment that are necessary for the UN Partner’s team to provide the Technical Assistance and using the funds provided by the Government under this Agreement will be done according to the UN Partner’s regulations, rules, policies and procedures. The cost of such supplies and equipment shall not exceed twenty five (25) percent of the Total Funding Ceiling. Any increase above twenty five (25) percent shall be subject to prior approval of the Bank, to be obtained by the Government. When relevant, the Parties shall agree on the timing and modality of the ownership and warranties transfer of any equipment at the completion of this Agreement. Any equipment made available to the UN Partner by the Government during this Agreement shall remain the property of the Government.
Intellectual Property and Proprietary Rights. The ownership and use of all copyright, patent rights and other proprietary rights arising out of the Technical Assistance will be determined in accordance with relevant provisions of the Basic Agreement, it being understood that in the absence of such provisions the following shall apply: Each Party will retain full and sole ownership of its pre-existing copyright, patent rights and other proprietary rights. All copyright, patent rights and other proprietary rights in plans, drawings, specifications, designs, reports, other documents and discoveries developed or prepared by the UN Agency under this Agreement (“Reports and Records”) shall belong to the UN Agency. The UN Agency herewith grants to the Government a perpetual, non-revocable, royalty-free, transferable (including the right to sub-license), fully paid-up, non-exclusive licence to copy, distribute and use any such copyright, patent rights and other proprietary rights. If requested by the Government the UN Agency shall deliver a copy of all Reports and Records to the Government. The Parties recognize the principle that intellectual property produced as a result of the Technical Assistance shall be managed in a way that maximizes their public accessibility and allows the broadest possible use.
Intellectual Property and Proprietary Rights. (a) Schedule 4.6(a) hereto contains a true, correct and complete list of all material Intellectual Property owned by the Seller as of the date hereof, to the extent such Intellectual Property is related primarily to the operations of the Business. A true and complete copy of all material documentation relating to each item of Intellectual Property set forth in Schedule 4.6(a) hereto has been made available to the Purchaser and its agents and representatives.
Intellectual Property and Proprietary Rights. 13.1 Quivers Intellectual Property. Without limiting the generality of the foregoing, Client acknowledges and agrees that, prior to and during the term of this Agreement, Quivers has developed and may further develop, including any changes and improvements requested or suggested by Client, ideas, concepts, processes, methodologies, software, know-how, copyrightable material, notes, records, drawings, designs, inventions (whether patentable or not), technology, source and object code, algorithms, improvements, developments, discoveries and trade secrets (“Quivers Intellectual Property”), some of which Quivers may use in performance or provision of the Quivers Services. Client agrees that Quivers shall have and retain exclusive Intellectual Property Rights of all such Quivers Intellectual Property and shall be entitled to use any and all Quivers Intellectual Property in connection with the performance and/or creation of the Quivers Services for Client as well as for other parties. Notwithstanding the foregoing, to the extent Client or any third-party claim, or any court of law determines, that Client has a legal interest in any Quivers Intellectual Property, Client further agrees to assign (or cause to be assigned) and does hereby assign fully to Quivers all such Intellectual Property Rights. Any assignment under this Agreement includes all rights of paternity, integrity, disclosure, and withdrawal and any other rights that may be known as or referred to as moral rights. To the extent such moral rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where moral rights exist, Client hereby waives such moral rights and consent to any action of Quivers that would violate such moral rights in the absence of such consent. Client will confirm any such waivers and consents in writing from time to time as requested by Xxxxxxx. Quivers retains all right, title and interest, including, without limitation, all Intellectual Property Rights, in and to the Quivers Solution, Quivers Services and Quivers Site and there are no implied licenses thereto.
Intellectual Property and Proprietary Rights. SCHEDULE 1(a)(i) contains a true and complete list of all patents, patent applications, trade names, trademarks, service marks, trademark and service mark registrations and applications, copyright registrations and applixxxxons, and grants of a license or right to Seller with respect to any of the foregoing (other than off-the-shelf software customarily sold by vendors), owned or claimed to be owned by Seller and used or proposed to be used by Seller in the conduct of the Business, whether registered or not. The Seller owns and has the unrestricted right to use the Intellectual Property Rights and every trade secret, know-how, process, discovery, development, design, technique, customer and supplier list, marketing and purchasing strategy, invention, process, confidential data and/or other information (collectively, "PROPRIETARY INFORMATION") required for or incident to the sale and use of all products and services sold or rendered or proposed to be sold or rendered by Seller, free and clear of any right, equity or claim of others. The Seller has taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information. Except as set forth in SCHEDULE 1(a)(i), Seller has not sold, transferred, assigned, licensed or subjected to any Lien any Intellectual Property Right or Proprietary Information or any interest therein. The Seller is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Intellectual Property Right or Proprietary Information. No Intellectual Property Right or Proprietary Information conflicts with, infringes on or otherwise violates any rights of others or is subject to any pending or, to Seller's knowledge, threatened litigation or other adverse claim of infringement by any other Person.
Intellectual Property and Proprietary Rights a. Licensee shall use commercially reasonable efforts to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify Thales if Licensee becomes aware of any infringement of the Thales’ Intellectual Property Rights in the Software and shall fully cooperate with Thales, at Thales’ sole expense, in any legal action taken by Thales to enforce its Intellectual Property Rights.
Intellectual Property and Proprietary Rights. Seller shall, at its expense, indemnify, defend, and hold harmless, Purchaser, its directors, officers, employees, affiliates, subsidiaries, agents, customers and end users, from any and all loss, damages, or liability (including, without limitation, reasonable legal fees and costs) for or resulting from, any claim of infringement of any existing or future copyrights, patents, trademarks, misappropriation of any trade secrets, or violation of any other intellectual, proprietary or industrial rights, with respect to any of the Goods or Deliverables. The fact that Purchaser furnishes specifications to Seller with respect to any of the Deliverables shall neither relieve the Seller from its obligations hereunder, nor limit Seller's liability in connection with this section, nor constitute an undertaking by Purchaser to hold Seller harmless against any infringement claim that arises out of compliance with the specifications.
Intellectual Property and Proprietary Rights. The Consultant shall not acquire any right, title, or interest in or to any intellectual property rights (including without limitation patents, copyright and trade secrets) of the Corporation. In the event the Consultant contributes to any new technology or patentable process invention as a result of providing services to the Corporation, such new technology or patentable invention shall be the exclusive property of the Corporation. the Corporation shall have the exclusive right to file patent applications.
