Intellectual Proprietary Rights. 5.1 Intellectual Property Rights Ownership. As between the Parties, Pantheon retains ownership in and reserves all right, title, and interest in and to any and all Proprietary Rights in and to the Documentation, Subscription Plans, the Support and Professional Services excluding Subscriber Confidential Information, the UI, and Software Tools, in whole and in part, and all derivative works thereof (“Pantheon IP”). Except for Pantheon IP, as between the Parties, Subscriber retains ownership in and reserves all right, title, and interest in and to any and all Proprietary Rights in and to Subscriber Content and any works created by Subscriber or End User that do not include any Pantheon IP. Except as expressly set forth in Section 5.2 below, no express or implied license or right of any kind is granted to Subscriber regarding any Pantheon IP, the Services, or any part thereof, including without limitation any right to obtain possession of any source code, data or other technical material relating to the Services. All rights not expressly granted to Subscriber are hereby reserved by Pantheon.
Intellectual Proprietary Rights. The Supported Software, including any fixes or updates provided to you, is licensed, not sold. All intellectual property rights, including all copyrights and patent rights, in and to the Supported Software will, at all times, remain with NXP or its licensors. NXP and its licensors reserve all rights not expressly granted to you. Physical copies of the Supported Software remain the property of NXP. You must fully reproduce any copyright or other notice marked on any part of the Supported Software on all authorized copies and must not alter or remove any such copyright or other notice.
Intellectual Proprietary Rights. 8.1. All IP rights for the Product shall stay with Mennen. For the avoidance of doubt it is hereby clarified that Mennen shall have no rights whatsoever in connection with the G-Medical’s Wireless ECG System regardless of whether or not the Product was integrated therein.
Intellectual Proprietary Rights. (i) The Executive agrees that the results and proceeds of the Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed for the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived or reduced to practice or learned by the Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to the Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then the Executive hereby irrevocably assigns and agrees to assign any and all of the Executive’s right, title and interest thereto, including, without limitation, any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its Affiliates), and the Company or such Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such Affiliates without any further payment to the Executive whatsoever. As to any Invention that the Executive is required to assign, the Executive shall promptly and fully disclose to the Company all information known to the Executive concerning such Invention. The Executive hereby waives and quitclaims to the Company any and all claims, of any natur...
Intellectual Proprietary Rights. The Company and its Subsidiaries own or have the right to use all Intellectual Property necessary for the operation of their businesses as presently conducted. SCHEDULE 4.16 constitutes a full and complete list of all material Intellectual Property that the Company and its Subsidiaries own or license (to or from a third party) in connection with their operations (the "COMPANY INTELLECTUAL PROPERTY ASSETS"), and specifies whether such Intellectual Property is owned or used under license and whether the Company and its Subsidiaries act as licensor or licensee. The Company and its Subsidiaries hold all right, title and interest in and to those Company Intellectual Property Assets which are specified as owned by them, except where the failure to hold all such right, title and interest would not have a Material Adverse Effect. All material license agreements and all other instruments relating to material licenses are in full force and effect and true and complete copies thereof have been provided to the Purchaser. None of the Company Intellectual Property Assets have been held or stipulated to be invalid in any litigation which has been concluded and the validity of the Company Intellectual Property Assets has not been questioned in any litigation that is currently pending or, to the Company's Knowledge, threatened, except where any such pending or threatened litigation would not have a Material Adverse Effect. To the Company's Knowledge, none of the Company and its Subsidiaries infringes on the Intellectual Property of any third party through its actions in the conduct of its business in any material respect.
Intellectual Proprietary Rights. The Purchaser and its Subsidiaries own or have the right to use all Intellectual Property necessary for the operation of their businesses as presently conducted. SCHEDULE 5.16 constitutes a full and complete list of all material Intellectual Property that the Purchaser and its Subsidiaries own or license (to or from a third party) in connection with their operations (the "PURCHASER INTELLECTUAL PROPERTY ASSETS"), and specifies whether such Intellectual Property is owned or used under license and whether the Purchaser and its Subsidiaries act as licensor or licensee. The Purchaser and its Subsidiaries hold all right, title and interest in and to those Purchaser Intellectual Property Assets which are specified as owned by them, except where the failure to hold all such right, title and interest would not have a Material Adverse Effect. All material license agreements and all other instruments relating to material licenses are in full force and effect and true and complete copies thereof have been provided to the Company. None of the Purchaser Intellectual Property Assets have been held or stipulated to be invalid in any litigation which has been concluded and the validity of the Purchaser Intellectual Property Assets has not been questioned in any litigation that is currently pending or, to the Purchaser's Knowledge, threatened, except where any such pending or threatened litigation would not have a Material Adverse Effect. To the Purchaser's Knowledge, the Purchaser and its Subsidiaries do not infringe on the Intellectual Property of any third party through its actions in the conduct of its business in any material respect.
Intellectual Proprietary Rights. Each Party warrants that it has and will maintain all necessary right, title or interest in any Intellectual Property Rights used in the Manufacture of the VIALED PRODUCT and/or CLARIFIED PRODUCT.
Intellectual Proprietary Rights. (a) To the Sellers' knowledge, the Company owns, to the extent applicable, all right, title and interest in and to, or valid licenses for use of, all copyrights, design rights, technology, software, software tools, hardware, know-how, processes, trade secrets, trademarks, service marks, trade names, domain names, and other proprietary and intellectual property rights in the United States used, to the extent such use requires ownership or licensing, in the conduct of and material to its business as conducted on the date hereof and the Closing Date and as proposed to be conducted including, without limitation, the technology and all proprietary and intellectual property rights which constitute Company Products, free and clear of all liens, encumbrances (including without limitation distribution rights) or claims (all of which are referred to as "Proprietary Rights"). The foregoing representation as it relates to Third Party Technology (as hereinafter defined) is limited to, and is subject to the terms of, the Company's interest in Third Party Licenses (as hereinafter defined), all of which are valid and enforceable in all material aspects and in full force and effect and which grant the Company such rights to Third Party Technology as are employed in the business of the Company as conducted to the date of this Agreement. The Company holds no patents, trademarks or registered copyrights in any jurisdiction. The Company is the applicant on a provisional patent application for the processor aided firing of small arms system. Schedule 3.8(a) contains an accurate description of (i) all trade names, domain names, and copyrights which constitute Company Products, all applications and registration statements therefor, and a list of all licenses to Company Products where the Company is the licensor, and (ii) a list of all licenses and other agreements with third parties where the Company is the licensee (the "Third Party Licenses") relating to any hardware, software, inventions, technology, know-how, or processes and all intellectual property rights in respect thereof (A) that the Company has licensed or is otherwise authorized by such third parties to use, market, distribute or incorporate into the Company Products (such software, inventions, technology, know-how and processes and all intellectual property rights in respect thereof are collectively referred to as the "Third Party Technology") and (B) that third parties are licensed or otherwise authorized by the Com...
Intellectual Proprietary Rights. OrangeHRM Inc shall own all right, title and interest, including all related intellectual property rights, in and to, the OrangeHRM Services and related documentation and derivative works. Any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the OrangeHRM Services shall also be owned by OrangeHRM. The OrangeHRM Inc name, the OrangeHRM Inc logo, and the product names associated with the OrangeHRM Services are trademarks of OrangeHRM Inc or third parties, and no right or license is granted to use them without OrangeHRM’s express authorization. OrangeHRM and its licensors reserve any and all rights not expressly granted in this Agreement.
Intellectual Proprietary Rights. (a) Schedule 2.16(a)(i) of the Disclosure Letter contains a true, correct and complete list of each issued or pending Registration of Seller related to the Business or the Purchased Assets. Each Registration is and at all times has been in compliance with all Legal Requirements, and all filings, payments, and other actions required to be made or taken to maintain such Registration in full force and effect have been made by the applicable deadline. Except as provided in Schedule 2.16(a)(i) of the Disclosure Letter, no application related to any Registration has been abandoned, allowed to lapse, or rejected.
