INTELLECTUAL PROPERTY, DATA AND CONFIDENTIALITY Sample Clauses

INTELLECTUAL PROPERTY, DATA AND CONFIDENTIALITY. Intellectual Property Rights To the extent that, to benefit from the provision of the Services in the manner anticipated by this Agreement, the Commissioner requires access to and a right to use the Supplier's Intellectual Property Rights, the Supplier grants to the Commissioner a non-exclusive and royalty-free licence for the duration of the Term to use any of the Supplier's Intellectual Property Rights, including the right to grant a sub-licence to all employees, sub-contractors, consultants and professional advisors of the Commissioner. All Intellectual Property Rights belonging to a party prior to the Commencement Date shall remain vested in that party. All Intellectual Property Rights created as a result of the performance of this Agreement ("IP Materials") shall vest in the Commissioner. The Supplier hereby assigns to the Commissioner, with full title guarantee, title to and all rights and interest in the IP Materials. This assignment shall take effect immediately on the coming into existence of the relevant Intellectual Property Rights. The Supplier shall execute all documentation necessary to execute this assignment at its own expense. Protection of Personal Data With respect to the Parties' rights and obligations under this Agreement and where relevant, the Parties agree that the Commissioner is the Data Controller and that the Supplier is the Data Processor. If the Supplier Processes any Personal Data then it shall: Process the Personal Data only in accordance with instructions from the Commissioner (which may be specific instructions or instructions of a general nature as set out in this Agreement or as otherwise notified by the Commissioner to the Supplier during the Term); Process the Personal Data only to the extent, and in such manner, as is necessary for the provision of the Services or as is required by Law or any Regulatory Body; implement appropriate technical and organisational measures to protect the Personal Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. These measures shall be appropriate to the harm which might result from any unauthorised or unlawful Processing, accidental loss, destruction or damage to the Personal Data and having regard to the nature of the Personal Data which is to be protected; take reasonable steps to ensure the reliability of any Staff who have access to the Personal Data; obtain Approval in order to transfer the Personal Data to an...
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INTELLECTUAL PROPERTY, DATA AND CONFIDENTIALITY. 23 INTELLECTUAL PROPERTY RIGHTS (IPR) VESTED IN THE SUPPLIER‌
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INTELLECTUAL PROPERTY, DATA AND CONFIDENTIALITY. Intellectual Property Rights (IPR) Vested In the Supplier Subject to the Supplier complying with: the terms and conditions of this Framework Agreement; any prior rights; and the rights of third parties, all rights in relation to the Articles shall be vested in the Supplier. Where the Supplier is a Crown body, any copyright shall vest in the Crown. The IPR Terms (in Annex A) apply to all Technical Deliverables and Foreground IPR. Third Party Intellectual Property – Rights and Restrictions The Supplier shall promptly notify the Authority as soon as it becomes aware of: any invention or design the subject of patent or registered Design Rights (or application thereof) owned by a third party which appears to be relevant to the performance of the Contract or to use by the Authority of anything required to be done or delivered under the Contract; any restriction as to disclosure or use, or obligation to make payments in respect of any other intellectual property (including Technical Information) required for the purposes of the Contract or subsequent use by the Authority of anything delivered under the Contract and, where appropriate, the notification shall include such information as is required by Section 2 of the Defence Contracts Xxx 0000; and/or any allegation of infringement of IPR made against the Supplier and which pertains to the performance of the Contract or subsequent use by the Authority of anything required to be done or delivered under the Contract. Clause 24.1 does not apply in respect of Deliverables normally available from the Supplier as a commercial off the shelf ("COTS") item or service. If the Information required under Clause 24.1 has been notified previously, the Supplier may meet its obligations by giving details of the previous notification. PATENTS AND REGISTERED DESIGNS IN THE UK – COTS ARTICLES OR SERVICES In the event an allegation is made (to the Authority or Supplier, or otherwise) that the manufacture or provision under the Contract of Deliverables normally available from the Supplier as a COTS item or service is an infringement of a United Kingdom patent or registered design not owned or controlled by the Supplier or the Authority, the Supplier shall, subject to the agreement of the third party owning such patent or registered design, be given exclusive conduct of any and all negotiations for the settlement of any claim or the conduct of any litigation arising out of such question. The Supplier shall indemnify the Authority, its ...
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Related to INTELLECTUAL PROPERTY, DATA AND CONFIDENTIALITY

  • Intellectual Property and Confidentiality 9.1 All intellectual property rights in and relating to the goods we supply to you, their manufacture, development and creation (including improvements to them) will be or remain ours and you will, at our request, do any act and execute any documents necessary to confirm such rights.

  • Intellectual Property Rights and Confidentiality 3.1 Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A in its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A.

  • Intellectual Property Confidentiality Purchaser shall defend, indemnify and hold Seller harmless from all expenses, losses and other damages resulting from any actual or alleged infringement of patents, copyrights or trademarks arising from Seller’s compliance with Purchaser’s designs, specifications or instructions. Unless otherwise agreed to in a writing signed by Xxxxxx's duly authorized representative, all right, title and interest in any inventions, developments, improvements or modifications of the Equipment and Services made by Seller or Purchaser shall exclusively remain with Seller. Any design, manufacturing drawings or other information submitted to Purchaser shall remain the exclusive property of Seller. Purchaser shall not, without Seller's prior written consent, copy nor disclose such information to any person. The information, drawings, plans, standards, and specifications furnished by Seller were developed at Seller's expense and may not, without Seller's prior written consent, be used nor disclosed by Purchaser for any purpose other than to install, own, operate, and maintain the subject Equipment. If Seller's Equipment is held to infringe a United States patent in effect as of the date of this Agreement, then Seller may at its option procure for Purchaser the right to use the Equipment; modify or replace it with non-infringing Equipment; refund the purchase price allocable to the infringing Equipment or settle or otherwise terminate said actions on behalf of Purchaser. The foregoing is Xxxxxx's entire liability on patent infringements. Purchaser shall keep confidential and shall not without the prior written consent of Seller disclose to any third party any technical or commercial information which Purchaser has acquired from Seller as a result of discussion, negotiations or other communications relating to the Equipment, Services or this order.

  • CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS 3.1 Any License Key to the Software is the confidential information of Wowza.

  • Proprietary Rights and Confidentiality (a) BMC, its Affiliates or licensors retain all right, title and interest to the Technology and all related intellectual property and proprietary rights. The Product and all third party software provided with the Product are protected by applicable copyright, trade secret, industrial and other intellectual property laws. User may not remove any product identification, copyright, trademark or other notice from the Product. BMC reserves any rights not expressly granted to User in this Agreement. (b) “Confidential Information” means all proprietary or confidential information that is disclosed to User by BMC, and includes, among other things (i) any and all information relating to products or services, including, without limitation, software code, flow charts, techniques, specifications, development and marketing plans, strategies, forecasts, and proposal related documents and responses; (ii) as to BMC, and its licensors, the Product (excluding portions of the Documentation that BMC makes publicly available) and any third party software provided with the Product; and (iii) the terms of this Agreement. Confidential Information does not include information that User can show: (a) was rightfully in User’s possession without any obligation of confidentiality before receipt from BMC; (b) is or becomes a matter of public knowledge through no fault of User; (c) is rightfully received by User from a third party without violation of a duty of confidentiality; or (d) is independently developed by or for User. User may not disclose Confidential Information of BMC to any third party or use the Confidential Information in violation of this Agreement. User (i) will exercise the same degree of care and protection with respect to the Confidential Information of BMC that it exercises with respect to its own Confidential Information and (ii) will not, either directly or indirectly, disclose, copy, distribute, republish, or allow any third party to have access to any Confidential Information of BMC. Notwithstanding the foregoing, User may disclose BMC’s Confidential Information to User’s employees and agents who have the need to know provided that such employees and agents have legal obligations of confidentiality substantially the same (and in no case less protective) as the provisions of this Agreement. (c)

  • Confidentiality and Intellectual Property 6.1 You must not disclose to any other person or entity any confidential information belonging to the Group or any of its divisions, customers, suppliers or collaboration partners (including, without limitation, this Contract, specifications, formulae, manufacturing processes, know-how and any technical or economic information) or use such information for any purpose except for the supply of goods and/or services to us or as expressly authorised in writing by us. You must return to us such information and any copies if requested.

  • Intellectual Property Rights Assignment For no additional compensation, Contractor hereby assigns to City all of Contractor’s rights, title, and interest in and to the content of the Deliverable Materials created by Contractor or its employees, agents, or subcontractors, including copyrights, in connection with the services performed under this Contract. Contractor shall promptly execute and deliver, and shall cause its employees, agents, and subcontractors to promptly execute and deliver, upon request by the City or any of its successors or assigns at any time and without further compensation of any kind, any power of attorney, assignment, application for copyright, patent, trademark or other intellectual property right protection, or other papers or instruments which may be necessary or desirable to fully secure, perfect or otherwise protect to or for the City, its successors and assigns, all right, title and interest in and to the content of the Deliverable Materials. Contractor also shall cooperate and assist in the prosecution of any action or opposition proceeding involving such intellectual property rights and any adjudication of those rights.

  • CONFIDENTIALITY; PROPRIETARY RIGHTS 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

  • 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 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.

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