Intellectual Property and Trade Secrets Sample Clauses

Intellectual Property and Trade Secrets. CNA will allow IGFH, at no cost to IGFH, to utilize all Trade Secrets, proprietary information, software and other formula, data, processes, strategies, techniques, philosophies, other proprietary intellectual property or other proprietary or confidential information (including, but not limited to, the REAP system) (collectively, "Trade Secrets") utilized by CNA in the management and operation of the Business. Further, IGFH is the only business, corporation, partnership, association, or entity which is or will be allowed to utilize the Trade Secrets. At the Closing, CNA will transfer all such rights it has in and to the computer software and intellectual property listed on Schedule 4.10 to IGFH.
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Intellectual Property and Trade Secrets. The Intellectual Property and Trade Secrets is and shall remain at all times the sole and exclusive property of IAFN. The Intellectual Property and Trade Secrets may be used by the Chapter of IAFN if and only if such use is made pursuant to the terms and conditions of this limited and revocable license. Any failure by Chapter to comply with the terms and conditions contained herein, whether willful or negligent, may result in the immediate suspension or revocation of this Agreement by IAFN. Failure to comply, whether willful or negligent, also may result in the suspension or revocation of the charter of the Chapter by IAFN. The interpretation and enforcement (or lack thereof) of these terms and conditions, and compliance therewith, shall be made by IAFN in its sole discretion. Chapters may not alter or republish as their own any of IAFN’s Intellectual Property. Intellectual Property must be used by the Chapter in a professional manner and solely for official Chapter related purposes. Chapter shall not permit any third party to use the Intellectual Property without IAFN’s prior written approval. In any authorized use by Chapter of the Intellectual Property, Chapter shall ensure that the applicable trademark and copyright notices are used pursuant to the requirements of United States law and any other guidelines that IAFN may prescribe. IAFN may request the signing of Copyright Assignment or other appropriate documents before the use of Intellectual Property. IAFN reserves the right to request samples of use of the Intellectual Property from which it may determine compliance with these terms and conditions. IAFN also reserves the right to prohibit use of any of the Intellectual Property, as well as to impose other sanctions, if it determines, in its sole discretion, that Chapter’s usage thereof is not in strict accordance with the terms and condition of this limited and revocable Agreement.
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Intellectual Property and Trade Secrets. Each Shareholder acknowledges that the Corporations Intellectual Property and Trade Secrets including by not limited to software and hardware designs, trade secrets, processes, methods, and any other related technical information, business strategies and plans, business correspondence, contracts, customer lists, potential customer lists of the Corporation and any other matters designated by the written consent of all Shareholders are valuable assets. Unless he or she obtains the written consent of holders of 81% of the issued and outstanding shares of the Corporation, each Shareholder agrees never to disclose to any individual and organization, except in authorized connection with the business of the Corporation, any Intellectual Property, Trade Secret or other matter referred to in this paragraph while the Shareholder holds, or has the control of, any shares of the Corporation, or at any later time.
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Intellectual Property and Trade Secrets. The Target Company currently possesses legal and valid ownership or usage rights without encumbrances regarding intellectual property it owns or uses. Registrations and applications related to intellectual property are all in a valid state, and there are no grounds for the invalidation or cancellation of these intellectual property rights. The Target Company is not obligated to pay compensation to third parties (including former or current employees of the Target Company) in connection with the use of intellectual property, excluding fees payable under contracts related to the use of intellectual property. There are no rights held by third parties to claim compensation from the Target Company in relation to its intellectual property. The use of the Target Company’s intellectual property does not conflict with the intellectual property of others, and the Target Company has not received any notices alleging infringement of third-party intellectual property. Regarding intellectual property corresponding to inventions created by employees and owned by the Target Company, the Target Company has legally succeeded to the rights in accordance with relevant laws, regulations, and agreements and has provided proper compensation to the inventors. Third parties do not infringe on the intellectual property of the Target Company. The Target Company has taken reasonable measures to protect its trade secrets and has not infringed on the trade secrets of third parties.
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Intellectual Property and Trade Secrets. 8.1 All rights, titles, and interests in any Confidential Information remain the exclusive property of the party to which it belongs as of the date of this agreement.
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Intellectual Property and Trade Secrets. The Company owns or possesses sufficient rights to use all owned or in-licensed patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (including all goodwill associated with the foregoing) (collectively, “Intellectual Property”) material to the conduct of its business as presently conducted or currently proposed to be conducted in the Registration Statement and the Prospectus. Except as described in the Registration Statement and the Prospectus, to the knowledge of the Company, the Company has not materially infringed, misappropriated or otherwise violated any Intellectual Property of any person and the conduct of its business as presently conducted or as proposed to be conducted in the Registration Statement and the Prospectus does not and will not infringe, misappropriate or otherwise violate any Intellectual Property of any person. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or except as described in the Registration Statement and the Prospectus, there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim (i) challenging the Company’s rights in or to, or alleging the violation of any of the terms of, any of its Intellectual Property; (ii) alleging that the Company has infringed, misappropriated or otherwise violated or conflicted with any Intellectual Property of any third party; or (iii) challenging the validity, scope or enforceability of any Intellectual Property owned by or exclusively licensed to the Company. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or except as described in the Registration Statement and the Prospectus, (w) all Intellectual Property owned by or licensed to the Company (1) is, to the knowledge of the Company, valid and enforceable, (2) is solely owned by or, licensed or co-licensed by the Company, and (3) is owned free and clear of all liens, encumbrances, defects and other restrictions, and (x) to the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by or exc...
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Related to Intellectual Property and Trade Secrets

  • 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 Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

  • 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 Protection The Group Companies shall establish and maintain appropriate intellectual inspection system to protect the Proprietary Rights of the Group Companies. The Group Companies shall, and the Founders shall cause the Group Companies to fully comply with the laws and regulations in respect of the protection of the Proprietary Rights and refrain from infringing the Proprietary Rights of other parties. Ecommerce Company shall, and the other Warrantors shall procure Ecommerce Company to, use its best efforts to obtain as soon as possible and maintain the registration of the core trademarks used in the Business (including without limitation, the marks of “perfect diary”, “完美日记” and the combination of the foregoing) in the appropriate goods and services (including without limitation, cosmetics, cosmetics tools and advertisement). The Group Companies shall take all necessary or desirable actions to protect their trademarks, including initiating trademark petitions against any trademark applications filed by any third party for a trademark identical or similar to the Group Companies’ trademarks.

  • 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.

  • 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.

  • 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.

  • Assignment of Intellectual Property Rights (a) Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof.

  • Intellectual Property Rights and Ownership 5.1. You acknowledge that all Intellectual Property Rights (including any new Intellectual Property Rights) arising out of or in connection with the Access Products and associated Documentation, belong at all times to Us or Our licensors.

  • Ownership and Intellectual Property Rights 1. This Agreement gives you limited rights to use the Software. Syncro retains any and all rights, title and interest in and to the Software and all copies thereof, including copyrights, patents, trade secret rights, trademarks and other intellectual property rights. All rights not specifically granted in this Agreement, including International Copyrights, are reserved by Syncro. The structure, organization and code of the Software are valuable trade secrets and confidential information of Syncro.

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