Intellectual Property Interests Sample Clauses

Intellectual Property Interests. This section addresses copyright, literary rights, artistic rights, or other intellectual property rights that may be associated with the PROPERTY being given by the DONOR. Please check one of the following.  The DONOR owns or controls intellectual property rights in some or all of the PROP- ERTY by virtue of being its creator or by other means of having acquired these rights. If intellectual property rights are owned or controlled in part of the whole, please indicate on a separate sheet in what part(s) of the PROPERTY the DONOR owns or controls in- tellectual property rights and the nature of these rights.  The DONOR does not own or control intellectual property rights in any of the PROP- ERTY.
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Intellectual Property Interests. Employee agrees promptly to disclose to Emergent (i) all ideas, inventions, discoveries, and technical developments, whether patentable or not, and (ii) all works of authorship, that Employee conceives or makes (alone or with others) during employment with Emergent, whether during working hours or not, and that (a) directly or indirectly relate in whole or in part to Emergent’s product lines, research and development activities, or field, technological, or industrial specialization; (b) directly or indirectly relate to matters within the scope of Employee’s duties or field of responsibility at Emergent; (c) are directly or indirectly based on Employee’s knowledge of the actual or anticipated business or interest of Emergent; (d) directly or indirectly relate to any project in which Employee is a participant in, whether at an Emergent location or not, that is either financed or directed by Emergent, or in which Employee uses any Emergent equipment, biological materials, or any other item of tangible or intangible Emergent property; or (e) are directly or indirectly aided by the use of time, materials, equipment, facilities or information of Emergent (collectively, “Employee Discoveries”). Employee Discoveries and Employee's interest in any patent, trade secret, copyright, data rights, or other intellectual property rights derivable from, resulting from, pertaining to, or relating to any of the Employee Discoveries are collectively referred to herein as “Work Product.” All Work Product shall be disclosed to Emergent within the time limits and in the format as provided by Emergent’s Corporate Policies and Global Business Operating Procedures. Reduction to practice after separation from employment shall not defeat Emergent’s rights in, or the Employee’s obligations with respect to, any Work Product. Employee shall promptly notify Emergent of the reduction to practice of any such Work Product during and after the term of this Agreement. Work Product belongs exclusively to Emergent and Employee hereby automatically assigns to Emergent, or its successor in interest, Employee's full right, title, and interest in
Intellectual Property Interests. This section addresses copyright, literary rights, artistic rights, or other intellectual property rights that may be associated with the Collections before the donation. Please check one of the following: Donor owns or controls all intellectual property rights in all the Collections by virtue of being its creator or by other means of having acquired these rights. Donor owns or controls intellectual property rights in some of the Collections by virtue of being its creator or by other means of having acquired these rights. Please indicate in Exhibit A in what part(s) of the Collections that Donor owns or controls intellectual property rights and the nature of these rights. Donor does not own or control intellectual property rights in any of the Collections. Georgia Tech owns or controls all intellectual property rights in all the Collections by virtue of being its creator or by other means of having acquired these rights. Georgia Tech owns or controls intellectual property rights in some of the Collections by virtue of being its creator or by other means of having acquired these rights. Please indicate in Exhibit A in what part(s) of the Collections that Georgia Tech owns or controls intellectual property rights and the nature of these rights.
Intellectual Property Interests. Subject to the terms and conditions contained in Schedule 4.01(j)-II, the Transferred Intellectual Property Interests as listed on Schedule 4.01(j)-II. Sellers shall, to the extent required and subject to Schedule 4.01(j)-II, cause their Affiliates to transfer or license any such property held by such Affiliate for which Buyer shall be and, as of the Effective Time, hereby is granted a non-exclusive license to use the source code, data, and existing documentation, it being agreed that the Proprietary Intellectual Property Interests are supplied on an "as-is, where is with all faults" basis, and that the non-exclusive license granted hereunder limits Buyer to use of the Proprietary Intellectual Property Interests to use in its own business, and Buyer is prohibited from any assignment, subletting, re-licensing, or other development of the same, except in connection with Buyer's sale or other disposition of the Splitter Assets made subject to the limitations herein.
Intellectual Property Interests. To the Knowledge of Sellers, Schedule 4.01(j)-I sets forth a list of all material trademarks, licensed processes or rights and other intellectual property (collectively, "Intellectual Property Interests") which burden or benefit the operation, use, or maintenance of the Splitter Assets. Schedule 4.01(j)-II lists the Intellectual Property Interests that will be transferred to Buyer hereunder (the "Transferred Intellectual Property Interests"). Schedule 4.01(j)-II lists certain proprietary Intellectual Property Interests (the "Proprietary Intellectual Property Interests") developed by Sellers or, as specified in Schedule 4.01(j)-II, for which only the data relating thereto will be transferred to Buyer. Schedule 4.01(j)-II further contains restrictions applicable to the transfer of certain of the Transferred Intellectual Property Interests, including the terms of such a transfer. Except as set forth in Schedule 4.01(j)-II, Sellers are the owners of, or duly licensed to use, each Transferred Intellectual Property Interest, and there are no Orders limiting Sellers' rights to use the Transferred Intellectual Property Interests or determining that Sellers' possession or use thereof infringes upon any Person's rights; nor, to the Knowledge of Sellers, are there any Proceedings in which any Person seeks to limit Sellers' rights with respect to the Transferred Intellectual Property Interests or claims infringement by Sellers as a result of Sellers' use or possession of such Intellectual Property Interests. Subject to any consent required as referenced in Section 6.07, the consummation of the transactions contemplated by this Agreement will not result in the impairment of the Buyer's right to use any such Transferred Intellectual Property Interests or infringe upon the intellectual property rights of any third Person. Notwithstanding anything to the contrary contained herein, the names "Xxxxxxx-Xxxx," "Xxxx," or "Diamond" or any variation thereof and any marks or goodwill associated therewith are not "Intellectual Property Interests."
Intellectual Property Interests. To the Knowledge of Seller, Schedule 2.01(h) sets forth a list of all Intellectual Property Interests which burden or benefit the operation, use or maintenance of the Storage Assets. Except as set forth in Schedule 2.01(h), Seller is the owner of, or duly licensed to use, each Intellectual Property Interest listed on Schedule 2.01(h), and there are no Orders limiting Seller's rights to use the Intellectual Property Interests or determining that Seller's possession or use thereof infringes upon any Person's rights; nor, to the Knowledge of Seller, are there any Proceedings pending or threatened in writing in which any Person seeks to limit Seller's rights with respect to the Intellectual Property Interests or claims infringement by Seller as a result of Seller's use or possession of such Intellectual Property Interests. Subject to any consent required as referenced in Section 6.07, the consummation of the transactions contemplated by this Agreement will not result in the impairment of the Buyer's right to use any such Intellectual Property Interests or infringe upon the Intellectual Property Interests of any third Person.

Related to Intellectual Property Interests

  • 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.

  • 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 Assets (a) The term “

  • Intellectual Property Matters A. Definitions

  • Company Intellectual Property The Executive agrees to promptly disclose to the Company any and all work product, inventions, artistic works, works of authorship, designs, methods, processes, technology, patterns, techniques, data, Confidential Information, patents, trade secrets, trademarks, domain names, copyrights, and the like, and all other intellectual property relating to the business of the Company and any of its affiliates which are created, authored, composed, invented, discovered, performed, perfected, or learned by the Executive (either solely or jointly with others) during the Employment Term (collectively, together with such intellectual property as may be owned or acquired by the Company, the “Company Intellectual Property”). The Company Intellectual Property shall be the sole and absolute property of the Company and its affiliates. All work performed by the Executive in authoring, composing, inventing, creating, developing or modifying Company Intellectual Property and/or other work product to which copyright protection may attach during the course of the Executive’s employment with the Company shall be considered “works made for hire” to the extent permitted under applicable copyright law and will be considered the sole property of the Company. To the extent such works, work product or Company Intellectual Property are not considered “works made for hire,” all right, title, and interest to such works, work product and Company Intellectual Property, including, but not limited to, all copyrights, patents, trademarks, rights of publicity, and trade secrets, is hereby assigned to the Company and the Executive agrees, at the Company’s expense, to execute any documents requested by the Company or any of its affiliates at any time in relation to such assignment. The Executive acknowledges and agrees that the Company is and will be the sole and absolute owner of all trademarks, service marks, domain names, patents, copyrights, trade dress, trade secrets, business names, rights of publicity, inventions, proprietary know-how and information of any type, whether or not in writing, and all other intellectual property used by the Company or held for use in the business of the Company, including all Company Intellectual Property. The Executive further acknowledges and agrees that any and all derivative works, developments, or improvements based on intellectual property, materials and assets subject to this Section 6 created during the Employment Term (including, without limitation, Company Intellectual Property) shall be exclusively owned by the Company. The Executive will cooperate with the Company and any of its affiliates, at no additional cost to such parties (whether during or after the Employment Term), in the confirmation, registration, protection and enforcement of the rights and property of the Company and its affiliates in such intellectual property, materials and assets, including, without limitation, the Company Intellectual Property.

  • Third Party Intellectual Property 6.1 Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.

  • Intellectual Property Ownership We, our affiliates and our licensors will own all right, title and interest in and to all Products. You will be and remain the owner of all rights, title and interest in and to Customer Content. Each party will own and retain all rights in its trademarks, logos and other brand elements (collectively, “Trademarks”). To the extent a party grants any rights or licenses to its Trademarks to the other party in connection with this Agreement, the other party’s use of such Trademarks will be subject to the reasonable trademark guidelines provided in writing by the party that owns the Trademarks.

  • Owned Intellectual Property Schedule 5.11 is a complete list of all patents, applications for patents, trademarks, applications to register trademarks, service marks, applications to register service marks, mask works, trade dress and copyrights for which the Borrower is the owner of record (the “Owned Intellectual Property”). Except as disclosed on Schedule 5.11, (i) the Borrower owns the Owned Intellectual Property free and clear of all restrictions (including covenants not to xxx a third party), court orders, injunctions, decrees, writs or Liens, whether by written agreement or otherwise, (ii) no Person other than the Borrower owns or has been granted any right in the Owned Intellectual Property, (iii) all Owned Intellectual Property is valid, subsisting and enforceable and (iv) the Borrower has taken all commercially reasonable action necessary to maintain and protect the Owned Intellectual Property.

  • Intellectual Property Claims Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property. Except as described on Schedule 5.9,(i) each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) no claim has been made to Borrower that any material part of the Intellectual Property violates the rights of any third party. Exhibit D is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

  • New Intellectual Property The scope and potential value of intellectual property is very wide. It is sometimes difficult to identify, let alone to track. The provisions in this agreement are therefore thorough. As long as we do not know today ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■

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