IPR. 7.1 All Intellectual Property Rights in the Services including the Software belong to Civica or a third party licensor. At no time shall any rights, interests or title in any intellectual property in the Software, pass to the Customer.
IPR. 5.1 Neither party shall acquire any rights or interests in the other party’s IPR as a result of this Agreement.
IPR. The Seller shall fully indemnify the Buyer against any action, claim, demand, costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement of any IPR by the use or sale of the Goods and against all loss and damages which the Buyer may incur thereby, save for any infringement which is due to the Seller having followed a design or instruction furnished by the Buyer or to the use of the Goods in a manner or for a purpose not disclosed to the Seller and not reasonably inferable by the Seller. In the event of any claim being made or action brought against the Buyer arising out of the matters referred to in this clause 15 the Seller shall be notified thereof as soon as possible and may at his own expense assume the conduct of all negotiations for the settlement of the same and of any litigation that may arise therefrom, acting in consultation with the Buyer and taking into account all reasonable observations of the Buyer. The Seller shall within 14 days of such notification inform the Buyer in writing whether or not it will conduct such negotiations and/or litigation. The Buyer shall not, unless and until the Seller shall have failed to take over the conduct of such negotiations and/or litigation, make any admission prejudicial thereto and shall at the request of the Seller afford all available assistance for such purpose and be repaid any expenses incurred in so doing. The Buyer warrants that any design or instructions furnished or given to the Seller shall not be such as may cause the Seller to infringe IPR in the performance of the Order.
IPR. 7.1 All Intellectual Property Rights in the SaaS Service including the Software belong to Civica or a third party licensor. At no time shall any rights, interests or title in any intellectual property in the SaaS Service, including the Software, pass to the Customer.
IPR. No IPR is transferred by RI in the provision of the Services and as between the parties remains the exclusive property of RI.
IPR. 11..1 All IPR produced by you in the course of or for the purpose of provision of the Services shall belong to and vest in the Client.
IPR. Patents, trademarks, copyrights, trade secrets, know-how and other intellectual property rights.
IPR. 8.1 The Parties acknowledge and agree that the ownership and rights in all of the IPR of each Party and any third party remain with the relevant Party and such third party respectively and that no IPR of the Parties and/or any third party will under the Agreement in any way or for any purpose pass to the other Party.
IPR. 17.1 Each of JBT and Response will own all IPR respectively that was owned by such party as of the date of execution of the Technology Development Agreement and is thereafter developed by such party independent of the activities under the Technology Development Agreement, the Collaboration Agreement and the Supply Agreement (with respect to each party, the “Background IPR”). Nothing in the Technology Development Agreement, the Collaboration Agreement or the Supply Agreement will be deemed to transfer ownership of any Background IPR of a party, or, except as expressly set forth below, any other IPR owned or controlled by a party. 17.2 As a consideration to Sections 17.3 & 17.4 herein, IPR that arises from the activities under the Technology Development Agreement, the Collaboration Agreement and/or the Supply Agreement that relates to the development, transfer and/or manufacture of [***]2 will be owned solely by Response. Response agrees to provide a license for such IPR free of charge to use on the New Analyzer developed by JBT. After the Supply Agreement expires, Response agrees to continue to provide a license for such IPR free of charge to use on New Analyzer already manufactured or installed by JBT. 17.3 As a consideration to Section 17.2, IPR of [***] arising under the Technology Development Agreement, the Collaboration Agreement and/or the Supply Agreement, which is [***], will be owned solely by JBT. The term [***] means that [***]. For the avoidance of doubt, this excludes Background IPR of Response and IPR of [***]that is [***] (“[***]”). To the extent JBT uses the “[***] “in the New Analyzer, during the term of the Technology DevelopmentAgreement, the Collaboration Agreement, the Supply Agreement and thereafter, Response agrees to grant a license for such IPR with respect to [***]for free. 17.4 As a consideration to Section 17.2, unless otherwise agreed by Response and JBT, IPR that arises from the activities of JBT and/or Response under the Technology Development Agreement, the Collaboration Agreement and/or the Supply Agreement that relates to the New Analyzer (other than [***]) will be owned solely by JBT. 2 [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
IPR. 9.1. Subject to Clause 8.2, in consideration of the payment by us to you of the Fees, to the extent that we are not already the owner, you hereby assign to us (by way of present and future assignment) absolutely with full title guarantee all IPR in all and any part of the world in the Assigned Materials (whether created, devised, made, designed, invented or supplied before, on or after the date of this Agreement), for the full term of such rights and all renewals and extensions, together with all accrued rights of action, including:
