Non-Infringement Sample Clauses
A Non-Infringement clause serves to affirm that the goods, services, or intellectual property provided under an agreement do not violate the rights of third parties, such as patents, copyrights, or trademarks. Typically, this clause requires the provider to guarantee that their offerings are original or properly licensed, and may obligate them to defend or indemnify the recipient if a third party claims infringement. Its core practical function is to allocate the risk of intellectual property disputes, protecting the recipient from legal liability and potential costs arising from unauthorized use of protected materials.
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Non-Infringement. To the knowledge of the Company, there is no unauthorized use, unauthorized disclosure, infringement or misappropriation of any Company Intellectual Property or any Company Product by any third party. No Group Company has brought any Legal Proceeding for infringement or misappropriation of any Company Intellectual Property or Company Product. To the knowledge of the Company, the operation of the Business as currently conducted, including (i) the design, development, manufacturing, reproduction, marketing, licensing, sale, offer for sale, importation, distribution, provision and/or use of any Company Product and/or Company Intellectual Property and (ii) the Group Companies’ use of any product, device, process or service used in the Business as currently conducted, (A) has not infringed, and does not infringe, misappropriate or violate any Third-Party Intellectual Property, or breach any terms of service, click-through agreement or any other agreement or rules, policies or guidelines, and (B) does not constitute unfair competition or unfair trade practices under the Applicable Law of any jurisdiction in which any Group Company conducts its business or in which Company Products are manufactured, marketed, distributed, licensed or sold. No Group Company has been sued in any Legal Proceeding or received any written communications (including any third-party reports by users) alleging that any Group Company has infringed, misappropriated, or violated or, by conducting the Business as currently conducted, would infringe, misappropriate, or violate any Intellectual Property of any other Person or entity. To the knowledge of the Company, no Company Intellectual Property or Company Product is subject to any Legal Proceeding, Order, settlement agreement or right that restricts in any manner the use, transfer or licensing thereof by any Group Company, or that, with the exception of patent prosecution-related communications, to the knowledge of the Company, may affect the validity, use or enforceability of any Company Intellectual Property. No Group Company has received any opinion of counsel that any Company Product or Company Intellectual Property or the operation of the business of the Company, as previously or currently conducted infringes or misappropriates any Third- Party Intellectual Property Rights.
Non-Infringement. Except as would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) the conduct of the businesses of the Company and any of its Subsidiaries has not infringed, misappropriated, or otherwise violated, and is not infringing, misappropriating, or otherwise violating, any Intellectual Property of any other Person; and (ii) to the Knowledge of the Company, no third party is infringing upon, violating, or misappropriating any Company IP.
Non-Infringement. The Work shall not violate or infringe upon the rights of any third party, including, without limitation, any patent rights, copyright rights, trademark rights, trade secret rights, or other proprietary rights of any kind.
Non-Infringement. Insecure warrants and represents to Licensee that Npcap does not infringe upon the U.S. copyright, trademark, or trade secret rights of any other person or entity. Insecure represents and warrants that it holds the copyrights necessary to extend the licenses described by this Agreement.
Non-Infringement. Each Party represents, warrants and covenants to the other that it shall perform its responsibilities under this Agreement in a manner that does not infringe, or constitute an infringement or misappropriation of, any Intellectual Property Rights of any third party.
Non-Infringement. Consultant represents and warrants that the Consultant Work Product will not infringe, misappropriate or violate the rights of any third party, including, without limitation, any Intellectual Property Rights or any rights of privacy or rights of publicity, except to the extent any portion of the Consultant Work Product is created, developed or supplied by Company or by a third party on behalf of Company.
Non-Infringement. (i) the Specifications for each of the Products are its or its Affiliate’s property and that Client may lawfully disclose the Specifications to Patheon;
(ii) any Client Intellectual Property, used by Patheon in performing the Manufacturing Services according to the Specifications (A) is Client’s or its Affiliate’s unencumbered property, (B) may be lawfully used as directed by Client, and (C) does not infringe and will not infringe any Third Party Rights;
(iii) the performance of the Manufacturing Services by Patheon for any Product under this Agreement or any Product Agreement or the use or other disposition of any Product by Patheon as may be required to perform its obligations under this Agreement or under any Product Agreement does not and will not infringe any Third Party Rights;
(iv) there are no actions or other legal proceedings, concerning the infringement of Third Party Rights related to any of the Specifications, or any of the Active Materials and the Components, or the sale, use, or other disposition of any Product made in accordance with the Specifications;
Non-Infringement. Executive represents that the work product that Executive provides to the Company, including the Inventions and the Works, and Company’s use thereof in their indented manner: (a) do not and will not infringe or violate the copyright or trade secret rights of any other party; and (b) to the best of Executive’s knowledge, do not and will not infringe or violate the actual or prospective patent or trademark rights of any other party. If at any time during or after the Employment Period, Executive has reason to believe that the foregoing representation is no longer true, then Executive shall promptly inform Company of such belief and the reasons therefor.
Non-Infringement. To the Knowledge of the Company, the conduct of the business of the Company and its Subsidiaries has not infringed or misappropriated, and is not infringing or misappropriating any Intellectual Property of any other Person. To the Knowledge of the Company, no third party is infringing upon or misappropriating any Company-Owned IP.
Non-Infringement. The Vendor represents and warrants to the best of its knowledge based on reasonable diligence under the circumstances that as of the Effective Date there are no actual claims or threatened or actual suits in connection with patents and other intellectual property matters that would materially adversely affect the Vendor's ability to perform its obligations under this Contract.