INTELLECTUAL PROPERTY & OPEN SOURCE SOFTWARE Clause Samples
The 'Intellectual Property & Open Source Software' clause defines the ownership, use, and licensing of intellectual property (IP) created or used under the agreement, with specific attention to open source software components. It typically outlines which party retains rights to developed IP, how pre-existing IP is handled, and the obligations regarding the use or integration of open source software, such as compliance with open source licenses and disclosure requirements. This clause ensures that both parties understand their rights and responsibilities concerning IP, helps prevent infringement issues, and clarifies how open source elements may impact the overall project or deliverables.
INTELLECTUAL PROPERTY & OPEN SOURCE SOFTWARE. 10.1. The Supplier shall acquire no rights or interests in any Intellectual Property Rights of Experian by virtue of this Agreement.
10.2. The Supplier shall make no use whatsoever of any Intellectual Property Rights of Experian unless authorised in advance in writing to do so by Experian. If and to the extent that Experian so authorises the Supplier, the Supplier warrants, represents and undertakes that it shall:
10.2.1. only use such Intellectual Property Rights as Experian authorises, for the specified purposes that Experian authorises and no other purposes whatsoever; and
10.2.2. comply with the directions from time to time issued by Experian about the use of Experian’s Intellectual Property Rights.
10.3. To the extent it does not vest in Experian by operation of law or under this Agreement, the Supplier shall assign to Experian all rights, title and interest with full title guarantee, free from any adverse rights or claims, in all present and future Intellectual Property Rights and all other rights in the products of the Services (including the Deliverables) produced by the Supplier in performance of the Services, which assignment shall include but shall not be limited to all rights of action for damages for Intellectual Property Rights infringement, all rights in any modifications or enhancements to existing software, whether owned by Experian, the Supplier or a third party, and if necessary it shall procure the assignment to Experian by the author or creator of such Intellectual Property Rights produced during the performance of the Services.
10.4. The Supplier shall:
10.4.1. immediately upon creation of any Intellectual Property Right in performance of the Services, disclose and deliver to Experian all information and data in its possession, power or control necessary for a full understanding, application and, where applicable, registration of the Intellectual Property Right; and
10.4.2. promptly, and at Experian’s request, do all such further acts and execute all such documents as Experian may from time to time require for the purpose of securing for Experian the full benefit of this Agreement, including all right, title and interest in and to the Intellectual Property Rights and all other rights assigned to Experian in accordance with this Agreement, in any or all countries and free from any adverse rights or claims.
10.5. The Supplier shall irrevocably and unconditionally waive any and all moral rights to any Intellectual Property Rights produce...
INTELLECTUAL PROPERTY & OPEN SOURCE SOFTWARE. IT Systems; Data), Section 3.18 (Insurance), and Section 3.21 (Taxes).
INTELLECTUAL PROPERTY & OPEN SOURCE SOFTWARE. IT Systems; Data 22 SECTION 3.15. Compliance with Laws 24 SECTION 3.16. Anti-Corruption Law and Sanctions. 24 SECTION 3.17. Money Laundering 25 SECTION 3.18. Insurance 25 SECTION 3.19. Labor. 25 SECTION 3.20. Solvency 26 SECTION 3.21. Brokers and Other Advisors 26 SECTION 3.22. No “Bad Actor” Disqualification. 26 i ARTICLE IV REPRESENTATIONS AND WARRANTIES OF VIA SECTION 4.01. Authority; Enforceability 27 SECTION 4.02. No Conflict 27 SECTION 4.03. Restricted Securities; Purchase Entirely for Own Account; Status 27 SECTION 4.04. Legend 28 SECTION 4.05. Information 28 SECTION 4.06. Brokers and Other Advisors 28 ARTICLE V ADDITIONAL AGREEMENTS SECTION 5.01. Confidentiality 28 SECTION 5.02. Further Action 29 SECTION 5.03. Exchange Act Reporting 29 SECTION 5.04. Registration Rights 29 SECTION 5.05. Requisite Stockholder Approval 34 SECTION 5.06. Orderly Market; Standstill; Voting Agreement 34 ARTICLE VI TERMINATION SECTION 6.01. Termination 34 SECTION 6.02. Effect of Termination 35 ARTICLE VII GENERAL PROVISIONS SECTION 7.01. Notices 35 SECTION 7.02. Successors and Assigns 37 SECTION 7.03. Amendment 37 SECTION 7.04. Severability 37 SECTION 7.05. Entire Agreement 38 SECTION 7.06. Governing Law 38 SECTION 7.07. Dispute Resolution 38 SECTION 7.08. Waiver of Jury Trial 39 SECTION 7.09. Specific Performance 40 SECTION 7.10. Attorneys’ Fees 40 SECTION 7.11. Counterparts 40 SECTION 7.12. Expenses 40 SECTION 7.13. Public Announcements 40 SECTION 7.14. Waiver 40 SECTION 7.15. No Third-Party Beneficiaries 41 SECTION 7.16. Other Payment Terms 41 ii EXHIBITS A Testing Milestone B Form of Convertible Note SCHEDULES 2.11(b) Governmental Approvals 2.13(d) Specified Funding Conditions RIVIAN DISCLOSURE SCHEDULE
INTELLECTUAL PROPERTY & OPEN SOURCE SOFTWARE icare authorises the Supplier to incorporate Open Source Materials in their Products or Services provided that the Suppler ensures that use of Open Source Software will not result in an obligation to disclose, license or otherwise make available any part of icare’s environment, data or Confidential Information to any third party, nor would its use reduce Medipass’ obligations under the contract.