Intellectual Property Rights and Data Sample Clauses

Intellectual Property Rights and Data. 5.1. The ownership of any material and information provided by either Party to the other for the purposes of this Agreement, as well as the intellectual property rights therein, shall not be changed as a result of the cooperation hereunder, unless the parties concerned have separately signed an explicit agreement regarding the transfer of such intellectual property rights.
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Intellectual Property Rights and Data. (a) Section 3.15(a) of the Company Disclosure Letter sets forth a true and accurate list as of the date of this Agreement of all Registered IP, including: (i) with respect to Patents, the jurisdiction of filing, owner, filing number, date of issue or filing, expiration date, and title and also identifying each Patent that is material to the operation of the business of the Group Companies as currently conducted and as currently proposed to be conducted (including the offering of any Company Products); (ii) with respect to Trademarks, the jurisdiction of filing, owner, registration or application number and date of issue or with respect to domain names, the owner, domain name administrator, date of registration, and date of renewal; and (iii) with respect to registered copyrights or copyright applications, the country of filing, owner, filing number, date of issue and expiration date, and description of the covered work. Each Group Company has made all required filings and registrations (and corresponding payments of fees therefor) to Governmental Authorities in connection with all registrations and applications for the Registered IP material to the operation of business of the Group Companies. No interference, opposition, cancellation, reissue, reexamination or other proceeding (other than ex parte proceedings in the ordinary course of Intellectual Property prosecution) is or in the three (3) years prior to the date hereof has been pending or, to the Knowledge of the Company, threatened in writing, in which the scope, validity or enforceability of any Owned IP is being, or in the three (3) years prior to the date hereof has been, challenged. Each item of Registered IP is subsisting, valid and enforceable.
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Intellectual Property Rights and Data. 3.1 You acknowledge that all intellectual property rights in the Software and the Documents anywhere in the world belong to us or our third party licensors, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software or the Documents or Media other than the right to use them in accordance with the terms of this Licence.
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Intellectual Property Rights and Data. DEIF is liable for personal injury only if such injury is attributable to products supplied by DEIF, and only if such injury is attributable to DEIF’s negligence or negligence of persons for whom DEIF is liable. DEIF is only liable for damage to property in accordance with the provisions contained in the US legislation and case law governing product liability and with regard to international transactions only in accordance with the first sentence. DEIF is not liable for damage or injury caused by products made by the customer or by products which include components made by the customer or in which products made by the customer have been incorporated, when such damage is attributable to the customer’s products. If a third party, for example the customer’s customer, seeks to hold DEIF liable for damage or injury, the customer is obliged to indemnify DEIF in connection with any costs incurred by DEIF as a result thereof, including any compensation payable, attorney’s fees and costs, etc. The customer is, furthermore, in support of DEIF, obliged to enter into any court proceedings or arbitration case instituted against DEIF by the third party. Subject to the provisions set forth herein, the sale by DEIF of a product implies 12. INDIRECT LOSSES the non-exclusive and non-transferable license to customer under any of DEIF’s intellectual property rights (“DEIF IPR”)
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Intellectual Property Rights and Data. Subject to the provisions set forth herein, the sale by DEIF of a product implies the non-exclusive and non-transferable license to customer under any of DEIF’s intellectual property rights (“DEIF IPR”)
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Intellectual Property Rights and Data. The Contractor warrants that any other design, materials, documents and methods of working provided by the Contractor will not infringe any patent, registered design, trademark or name, copyright or other protected right. Ownership of intellectual property rights (other than third party intellectual property rights and intellectual property prepared or developed prior to the Commencement Date)- associated with the Works or developed in the course of performing the work under the Contract; and in the Data and any documentation provided by the Contractor under the Contract, shall vest in the Principal. The Contractor shall, if requested by the Principal, do all things and execute or ensure the execution of all documents reasonably required to give effect to this clause. The Principal grants the Contractor a royalty free, non-exclusive, revocable licence to use any intellectual property rights vested in the Principal in accordance with clause 14A(a) and 14A(b) and to the Principal’s Background Intellectual Property solely for the purpose of carrying out the work under the Contract. The Contractor grants to the Principal an irrevocable, royalty free, non-exclusive, transferable, perpetual licence (with a right to sub-licence) to use all third party intellectual property rights and to use the Contractor’s Background Intellectual Property associated with the Works and any documentation provided by the Contractor under the Contract for the installation, use, support, repair, maintenance or alteration of the Works or any addition to the Works by or on behalf of the Principal, which licence shall arise immediately upon the creation or incorporation of the relevant material in the Works and survive the termination of the Contract. The Contractor undertakes that it has obtained or will obtain valid consent from all relevant authors in the creation of any documents or materials provided by the Contractor for the work under the Contract, including the Design, so that the use by the Principal or its assignees of such material will not infringe any Intellectual Property Rights or any author's moral rights under the Copyright Act 1968 (Cth).
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Intellectual Property Rights and Data. 10.1 Owner Health claims no intellectual property rights over the data or other Content you provide to us.
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Intellectual Property Rights and Data. (a) The software, workflow processes, user interface, designs, know-how, and other technologies provided by Tutela as part of the Services, and all copyrights, trade secrets and patents are the proprietary property of Tutela and its licensors, and all right, title and interest in and to such items, including all associated Intellectual Property Rights, remain only with Tutela. Tutela reserves all rights not expressly granted in this Agreement.
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Intellectual Property Rights and Data. 15.1 The services will result in the generation of data that includes Bupa Data and WellteQ Data.
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Related to Intellectual Property Rights and Data

  • INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS A. Data produced under this Annex which is subject to paragraph C. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement will be protected for the period of one year.

  • 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 Property Rights Infringement HP will defend and/or settle any claims against Customer that allege that an HP-branded product or service as supplied under this Agreement infringes the intellectual property rights of a third party. HP will rely on Customer’s prompt notification of the claim and cooperation with our defense. HP may modify the product or service so as to be non-infringing and materially equivalent, or we may procure a license. If these options are not available, we will refund to Customer the amount paid for the affected product in the first year or the depreciated value thereafter or, for support services, the balance of any pre-paid amount or, for professional services, the amount paid. HP is not responsible for claims resulting from any unauthorized use of the products or services. This section shall also apply to deliverables identified as such in the relevant Support Material except that HP is not responsible for claims resulting from deliverables content or design provided by Customer.

  • 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.

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