Intellectual Property Rights and Interests Sample Clauses

Intellectual Property Rights and Interests. The Company has not received any written or oral notice or claim that the Company is infringing the intellectual property rights of any other person or legal entity or that the Company is in material breach or default of any license granting to the Company rights in any intellectual property. To the knowledge of the Company as of the date hereof, without having conducted any independent investigation or analysis of its intellectual property rights and the use thereof by third parties, no third party is infringing upon any intellectual property rights proprietary to the Company.
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Intellectual Property Rights and Interests. Debtor has not received any written or oral notice or claim that Debtor is infringing the intellectual property rights of any other person or legal entity or that Debtor is in material breach or default of any license granting to Debtor rights in any intellectual property. To the knowledge of Debtor as of the date hereof, without having conducted any independent investigation or analysis of its intellectual property rights and the use thereof by third parties, no third party is infringing upon any intellectual property rights proprietary to Debtor.
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Intellectual Property Rights and Interests. The Company's Intellectual Property and the Licensed Intellectual Property constitute all such material proprietary rights which are owned or held by the Company and which are reasonably necessary to, or used in the conduct of, the business of the Company as currently conducted. To the Company's Knowledge, it has taken all reasonably necessary steps required under applicable law to protect its trade secrets. To the Knowledge of the Company, the Company owns or has valid rights to use the Company's Intellectual Property and the Licensed Intellectual Property without conflict with the rights of others. No person or corporation has made or, to the Knowledge of the Company, threatened to make any claim that the Company's use of the Company's Intellectual Property and the Licensed Intellectual Property is in violation of any license held by the Company or infringes any proprietary right or interest of any third party. To the Knowledge of the Company, no third party is infringing upon any of the Company's Intellectual Property or is in violation of any license to use the Company's Intellectual Property granted by the Company. The Company holds the Company's Intellectual Property and the Licensed Intellectual Property free and clear of all Liens. The Company's Intellectual Property (other than any intellectual property duly acquired or licensed from third parties) was developed entirely by the employees of or consultants to the Company during the time they were employed or retained by the Company, and to the Knowledge of the Company, at no time during conception or reduction to practice of the Company's Intellectual Property were any such employees or consultants operating under any grant from a governmental entity or agency or subject to any employment agreement or invention assignment or non-disclosure agreement or any other obligation with a third party that would materially and adversely affect the Company's rights in the Company's Intellectual Property. The Company's Intellectual Property does not, to the Knowledge of the Company, include any invention or other intellectual property of such employees or consultants made prior to the time such employees or consultants were employed or retained by the Company nor any intellectual property of any previous employer of such employees or consultants nor the intellectual property or any other person or entity.
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Intellectual Property Rights and Interests. Seller's Intellectual Property and the Licensed Intellectual Property constitutes all such proprietary rights which are owned or held by Seller and which are reasonably necessary to, or used in the conduct of, the business of Seller. Seller has taken all reasonably necessary steps required under applicable law to protect its trade secrets. Seller owns or has valid rights to use Seller's Intellectual Property and the Licensed Intellectual Property without conflict with the rights of others. Except as set forth in Schedule 4.26, no person or corporation has made or, to the knowledge of Seller, threatened to make any claim that Seller's use of Seller's Intellectual Property and the Licensed Intellectual Property is in violation of any license held by Seller or infringes any proprietary right or interest of any third party. To the knowledge of Seller, no third party is infringing upon any of Seller's Intellectual Property or is in violation of any license to use Seller's Intellectual Property granted by Seller. Seller holds Seller's Intellectual Property and the Licensed Intellectual Property free and clear of all Liens.
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Intellectual Property Rights and Interests. Seller has taken all reasonably necessary steps required under applicable law to protect its trade secrets and its copyrights. Seller owns or has valid rights to use Seller's Intellectual Property and the Licensed Intellectual Property without conflict with the rights of others. To the knowledge of Seller, no person, corporation, or government entity claims, or has any right to claim, that any of Seller's Intellectual Property was created other than as a "work made for hire" as that term is defined in the Copyright Act of 1976, on Seller's behalf. No person, corporation, or government entity has made or, to the knowledge of Seller, threatened to make any claim that Seller's use and sale of Seller's Intellectual Property is in violation of any license held by Seller or infringes any proprietary right or interest of any third party. To the knowledge of Seller, no third party is infringing upon any of the Seller's Intellectual Property or is in violation of any license to use Seller's Intellectual Property granted by Seller. Seller holds Seller's Intellectual Property free and clear of all Liens.
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Intellectual Property Rights and Interests 
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Related to Intellectual Property Rights and Interests

  • 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 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.

  • Ownership and Intellectual Property Rights 1. This Agreement gives you limited rights to use the Software. Syncro retains any and all rights, title and interest in and to the Software and all copies thereof, including copyrights, patents, trade secret rights, trademarks and other intellectual property rights. All rights not specifically granted in this Agreement, including International Copyrights, are reserved by Syncro. The structure, organization and code of the Software are valuable trade secrets and confidential information of Syncro.

  • Intellectual Property Rights and Ownership 5.1. You acknowledge that all Intellectual Property Rights (including any new Intellectual Property Rights) arising out of or in connection with the Access Products and associated Documentation, belong at all times to Us or Our licensors.

  • 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 - 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.

  • COPY RIGHT AND INTELLECTUAL PROPERTY 8.1. All information (inclusive of data, text, image) displayed in xxxx.xxxxxxxx.xxx.xx shall not be used or published in other channels without the express written permission of PAH. PAH has the right to use any available legal remedies which may include the demand for factual or statutory damages, solicitor's fees and injunctive relief for any violation of PAH's intellectual property rights.

  • 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 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.

  • Ownership of Intellectual Property Rights 1. 3. 1. Your only right to use the Software is by virtue of this License and you acknowledge that all intellectual property rights in or relating to the Software and all parts of the Software are and shall remain the exclusive property of Traction Software Limited or its licensors.

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