Licenses Proprietary Rights Sample Clauses

Licenses Proprietary Rights a. In accordance with the terms of this Agreement and for the term hereof, DealerTrack grants Lender a non-exclusive and non-transferable license to use the Service in the United States for its own internal business purposes (and those of Lender Affiliates), and to permit its employees and agents (and employees and agents of Lender Affiliates) to interact with the Service through remote computer terminals solely for Lender's internal business purposes (and those of Lender Affiliates). Lender shall have no right to make any changes or modifications to the Service except as directed by DealerTrack.
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Licenses Proprietary Rights. (a) In accordance with the terms of this Agreement and for the term hereof, DealerTrack grants CMSI a non-exclusive and non-transferable license to use the Service in the United States for the sole purpose of providing integration support for Shared Financial Institutions. CMSI shall have no right to make any changes or modifications to the Service, except as directed and approved by DealerTrack in writing. This license shall only apply to Additional Products included in the Service to the extent no differing or more restrictive license is set forth in an applicable Addendum. CMSI covenants and agrees not to market, sell or license integration between the Service and any Shared Financial Institution's dealer management system to any third party without the prior written consent of DealerTrack.
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Licenses Proprietary Rights. (a) In accordance with the terms of this Agreement and for the term hereof, DealerTrack grants CMSI a non-exclusive and non-transferable license to use the Service in the United States for the sole purpose of providing integration support for Shared Financial Institutions. CMSI shall have no right to make any changes or modifications to the Service, except as directed and approved by DealerTrack in writing. This license shall only apply to Additional Products included in the Service to the extent no differing or more restrictive license is set forth in an applicable Addendum. CMSI covenants and agrees not to market, sell or license integration between the Service and any Shared Financial Institution's dealer management system to any third party without the prior written consent of DealerTrack. 7 <PAGE> (b) In accordance with the terms of this Agreement and for the term hereof, DealerTrack grants CMSI a non-exclusive and non-transferable license to use the DealerTrack Marks for the sole purposes of (i) identifying that CMSI is a subscriber to the Service on behalf of Shared Financial Institutions (whether in print, electronically or otherwise), (ii) performing the obligations set forth in Section 6(1) hereof and (iii) for any other purpose only with the prior written consent of DealerTrack. (c) In accordance with the terms of this Agreement and for the term hereof, CMSI grants DealerTrack and DealerTrack Affiliates a non-exclusive and non-transferable license to use the CMSI Marks for the sole purposes of (i) identifying that CMSI is a subscriber to the Service on behalf of Shared Financial Institutions (whether in print, electronically or otherwise), (ii) performing its obligations under this Agreement and (iii) for any other purpose only with the prior written consent of CMSI. (d) CMSI understands and agrees that DealerTrack is the exclusive owner of and holds and shall retain, all right, title and interest in and to the DealerTrack Intellectual Property, the DealerTrack Marks, the Service, the Lender Requirements Document, the DealerTrack System, the DealerTrack Site and any other equipment, software, hardware, materials or information provided by DealerTrack, including any enhancements, upgrades, improvements, changes, modifications, revisions or derivative works made to the same from time to time (the "DEALERTRACK PROPERTY"), and CMSI shall have no ownership or use rights therein except as set forth in this Agreement. CMSI agrees (and CMSI agrees to ca...
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Licenses Proprietary Rights. 2.1 License: Subject to the terms of this Agreement and in accordance with the applicable Order Form, Laiye grants to the Customer a limited, non-exclusive, nontransferable, nonsublicensable right to use the Product within the Usage Parameters during the Product Term for Customer’s internal business purposes. Customer may permit third-parties and Customer’s Affiliates to use the Products solely for Customer’s or the Affiliates’ internal business purposes in accordance with this Agreement and Customer shall be fully liable for such use.
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Licenses Proprietary Rights 
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Related to Licenses Proprietary Rights

  • Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Proprietary Rights The term “Proprietary Rights” shall mean all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.

  • 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.

  • Assignment of Intellectual Property Rights (a) Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof.

  • Intellectual Property License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party.

  • Transfer of Intellectual Property Rights Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.

  • 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 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 Matters A. Definitions

  • Licenses; Intellectual Property Maintain, and cause each Subsidiary of the Borrower to maintain, in full force and effect, all licenses, franchises, Intellectual Property, permits, authorizations and other rights as are necessary for the conduct of its business, the loss of which could reasonably be expected to have a Material Adverse Effect.

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