Intellectual Property Protections Sample Clauses

Intellectual Property Protections. The System is the intellectual property of and is owned by QSR, and title to the same is not transferred to Client by this Agreement or otherwise. The structure, organization, and code of the System are the valuable trade secrets and confidential information of QSR. Client acknowledges that QSR retains the ownership of all patents, copyrights, trade secrets, trademarks, and other intellectual property rights pertaining to the System and that QSR’s ownership rights extend to any images, photographs, animations, videos, audio, music, text, and applets incorporated into the System. Client shall take no actions that, directly or indirectly, may adversely affect QSR’s intellectual property rights in the System. Unless expressly permitted by QSR in writing, Client agrees not to alter, merge, modify, adapt, or translate the System or Documentation or any part thereof. Client also agrees not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the System, or disclose any of the foregoing. Client may not use the System or Documentation, or disclose the System or Documentation to any third party who may use the System or Documentation, to create any system, process or other manifestation which is substantially similar to the expression of the System. This Agreement does not convey to Client an interest in or to the System, but only a limited right of use of the System, revocable in accordance with this Agreement. Nothing in this Agreement constitutes a waiver of QSR’s Intellectual Property rights under applicable law.
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Intellectual Property Protections. 10.1 Customer Defense. BWSVS will, at its own expense, defend or at its own option settle, any claim brought against You by a third party on the issue of infringement of any copyright, patent, or trademark of that third party, in each case by the “BWSVS Technology,” as defined below in this Section 10; provided that You provide BWSVS with (a) prompt written notice of such claim; (b) control over the defense and settlement of such claim; and (c) proper and full information and assistance to settle and/or defend any such claim. In the event of any claim for which BWSVS may be obligated to defend or settle in accordance with this Section 10, BWSVS may at its sole option and expense, either: (i) procure the right to use the BWSVS Technology as provided herein; (ii) replace the BWSVS Technology with other non-infringing products with equivalent functionality; (iii) suitably modify the BWSVS Technology so that it does not infringe; or (iv) terminate this Agreement.
Intellectual Property Protections. Core shall have sole and exclusive ownership of all right, title, and interest in and to the Software, Services, PDNS Database, Documentation and all copies thereof including all derivations, modifications and enhancements thereto, including but not limited to ownership of all intellectual property rights and all sui generis database rights. The applicable vendor of Third-Party Software shall have sole and exclusive ownership of all right, title, and interest in such Third- Party Software and all copies thereof including all derivations, modifications and enhancements thereto, including but not limited to ownership of all intellectual property rights and all sui generis database rights. This Agreement does not provide Customer with title or ownership of the Software, Services, PDNS Database Documentation, Third-Party Software and/or Third-Party Software documentation, but only a right of limited use.
Intellectual Property Protections. Buyer acknowledges that any and all intellectual property rights in and in relation to Ascent’s PV Modules, including any customizations thereto, belong exclusively to Ascent and agrees not to challenge or harm in any way such intellectual property rights.
Intellectual Property Protections. (a) SunPower hereby grants to FPL Group and its Affiliates an irrevocable, perpetual, non-transferable, non-exclusive, royalty-free license to use all patents, copyrighted or uncopyrighted work, secret processes, trade secrets, patented or unpatented inventions, articles or appliances, specifications, designs, drawings, data, technical information and any other intellectual property right or proprietary information (collectively, “Intellectual Property Rights”) of SunPower in respect of the Products or such Intellectual Property Rights now or hereafter owned or controlled by SunPower to the extent reasonably necessary for the operation, maintenance, and repair of the Products purchased pursuant to this Agreement or any Purchase Order. Except as provided in this Section 9, no Intellectual Property Rights are either expressly or impliedly licensed under this Agreement or any Purchase Order, and such Intellectual Property Rights are expressly reserved by SunPower.
Intellectual Property Protections. In recognition of the proprietary technology and confidential information that Ecoware will receive from SunPower as a result of the transactions contemplated by this Agreement, Ecoware agrees, on behalf of itself and its Affiliates (collectively, the “Ecoware Parties”), that the Ecoware Parties shall not, directly or indirectly, manufacture anywhere in the world, any Solar Panel other than pursuant to a mutually acceptable written agreement between Ecoware and SunPower. The foregoing shall in no way restrict Ecoware’s ability to manufacture solar panels that (a) are not the Solar Panels offered by SunPower hereunder and (b) do not utilize SunPower’s proprietary trade secrets or technology embodied in the Solar Panels or confidential information of SunPower or its Affiliates obtained by Ecoware in connection with the transactions contemplated by this Agreement. As used in this Agreement, “Affiliate” means, with respect to a party, any individual, partnership, corporation, limited liability company, or other entity that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such party. Ecoware acknowledges, also on behalf of itself and its Affiliates, that any and all intellectual property rights in and in relation to the Solar Panels belong exclusively to SunPower and undertakes not to challenge or harm in any way such intellectual property. *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
Intellectual Property Protections. See Schedule 1.1(g). Hxxxxx FRC is periodically notified by UCB of necessary renewal filings related to the Transferred Intellectual Property and executes necessary documentation as requested. UCB is responsible for the registration, maintenance and renewal of the Assigned Trademarks. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Schedule 5.5(a)
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Intellectual Property Protections. Courion shall have sole and exclusive ownership of all right, title, and interest in and to the Software, Services, Documentation and all copies thereof including all derivations, modifications and enhancements thereto (including but not limited to ownership of all intellectual property rights). The applicable vendor of Third-Party Software shall have sole and exclusive ownership of all right, title, and interest in such Third-Party Software and all copies thereof including all derivations, modifications and enhancements thereto (including but not limited to ownership of all intellectual property rights). This Agreement does not provide Customer with title or ownership of the Software, Services and/or Documentation, Third-Party Software and Third-Party documentation, but only a right of limited use.
Intellectual Property Protections 

Related to Intellectual Property Protections

  • 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, 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 Matters A. Definitions

  • 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.

  • 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 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 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.

  • INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY 42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights.

  • 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 Property Licenses Notwithstanding anything to the contrary contained in the TSA, and except as otherwise provided in Section 5.13 of the SPA, it shall be the responsibility of the Receiving Party (at the Receiving Party’s sole cost and expense) to obtain all licenses associated with the use of third party intellectual property, including but not limited to copyrights (e.g., software), trademarks and patents (and/or consents and extensions relating to such licenses), if any, necessary for the provision of Services to the Receiving Party during the Term. The Service Provider agrees to use commercially reasonable efforts to assist the Receiving Party in its negotiations with any licensors from whom the Receiving Party may require such a license (or consent or extension) during the Term. In the event the Receiving Party is unable to obtain a necessary license, consent or extension, the Services related to such license shall be removed from the scope of the TSA, without a reduction in fees or payments owed by the Receiving Party under the TSA. In all events, and in addition to (and not in limitation of) any similar rights that the Service Provider may have under the TSA, the Receiving Party shall indemnify, defend and hold the Service Provider harmless from and against any actions, liabilities and/or claims relating to the licenses and the license matters discussed in this provision. The Receiving Party’s obligation to pay any fees under this Section 1.5 shall apply whether or not such claims for fees arise from the Receiving Party’s continued or past access to or benefit from third party intellectual property. The Receiving Party also acknowledges the Service Provider’s right to initiate discussion with third party licensors that may involve the Receiving Party’s use of intellectual property. All negotiated agreements with third party licensors for the future use of or rights to intellectual property and associated services shall be at the cost of the Service Provider, provided that the Receiving Party shall bear the cost of incremental third party use fees which are specifically identified in the agreements with the third party licensors and which relate solely to the Receiving Party’s use (“Incremental License Fees”). Such Incremental License Fees shall be approved in advance in writing by the Receiving Party, which approval shall not be unreasonably withheld or delayed.

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