Ownership and Non-infringement. Each of Publisher and Developer represents and warrants that it has obtained all rights, licenses and authorizations necessary to enter into this Agreement and grant the rights, licenses and authorizations granted herein. Each of Publisher and Developer represents and warrants that the execution and performance of this Agreement does not and will not violate or interfere with any other agreement to which it is a party. Developer represents and warrants that the software engine, technology, source code and related development tools for the Product is or will be original to Developer and/or exclusively owned by Developer and that the software engine, technology, source code and related development tools are not, nor will they be, in violation of the rights of any other person or entity. Developer represents and warrants that no part of the Product or the exercise of the rights granted hereunder, violates or infringes upon any rights of any person or entity, including, but not limited to, copyrights, trademark rights, patent rights, trade secrets rights, or contractual, common law or statutory rights.
Ownership and Non-infringement. The Intellectual Property and related Intellectual Property Rights associated with the Company’s Business are owned or licensed by the Company free and clear of any undisclosed Encumbrances. Except as set forth in Section 2.8(i) of the Disclosure Schedule, the business of the Company and its Subsidiaries as currently conducted, including the development, use, manufacture, sale, offer to sell, import, export, distribution, reproduction, display (public or otherwise), promotion, and marketing, of any Company Products, and the use of Company Products in conjunction with other Software or Systems required for the full and proper operation of Company Products, (1) does not infringe, misappropriate, use or disclose without authorization, or otherwise violate any Intellectual Property Rights of any third person; and (2) does not constitute unfair competition or trade practices under the laws of any relevant jurisdiction.
Ownership and Non-infringement. Partner represents and warrants that: (i) its performance Master Partner Agreement Developer Addendum 21JANUARY2020 – Confidential Business Information under this Developer Addendum does not and will not infringe or violate any Intellectual Property Rights of any third parties; (ii) Partner is the sole and exclusive owner of the Partner Offering used in the performance of this Developer Addendum; and (iii) Partner has all rights necessary to grant the iCIMS the rights set forth in this Developer Addendum.
Ownership and Non-infringement. Developer represents and warrants to Publisher that it has obtained all rights, licenses and authorizations necessary to enter into this agreement and grant the rights granted herein; each of Developer and Publisher represent and warrant that the execution and performance of this Agreement does not and will not violate or interfere with any other agreement to which it is a party, Developer represents and warrants that the source code and development tools for the Product is or will be original to Developer and/or exclusively owned by Developer and/or validly licensed by Developer at Developer's expense for all uses to be made of them pursuant to this Agreement and that the source code and development tools are not nor will they be a violation of the rights of any other person or organization; and Developer represents and warrants that no part of the Product or the exercise of the rights granted hereunder violates or infringes upon any rights of any person or entity, including, but not limited to, copyrights, trademark rights, patent rights, trade secrets rights, or contractual, common law or statutory rights. Publisher represents and warrants that it will not reverse-engineer the Product.
Ownership and Non-infringement. Partner represents and warrants that it is either the owner or licensor of the Partner Data and has the right to provide the Partner Data, and the license to the Partner Data described in Section 5, to NCCPA. Partner further warrants that no Partner Data or other materials provided by Partner under this Agreement, nor the possession or use of any of the foregoing by NCCPA as contemplated by this Agreement, will infringe any Intellectual Property Right of a third party or contain confidential or proprietary material misappropriated by Partner from a third party. Partner further represents and warrants that it has all necessary permissions, consents or other valid legal basis to transfer any Personal Information contained in the Partner Data to NCCPA, that NCCPA is able to lawfully process any such Personal Information shared with it by Partner and that Partner will not cause NCCPA to be in breach of any Laws in providing such Personal Information to NCCPA.
Ownership and Non-infringement. Insofar as Known to the Company, the business of the Company and its Subsidiaries as currently conducted does not infringe, misappropriate, or otherwise violate any Intellectual Property Rights of any third person, and there are no Actions anywhere in the world, pending or threatened in writing or insofar as Known to the Company otherwise, that question or otherwise challenge the Company’s right to advertise, promote, market, sell or offer to sell the Company’s products and/or services, regardless of whether such product(s) and/or service(s) utilize any Company Intellectual Property.
Ownership and Non-infringement. Fundraiser represents and warrants that is has obtained all rights, licenses and authorizations necessary to enter into this Agreement and grant the rights, licenses and authorizations granted herein. Fundraiser represents and warrants that the execution and performance of this Agreement does not and will not violate or interfere with any other agreement to which it is a party.
Ownership and Non-infringement. Vendor warrants that Vendor is the lawful owner or licensee of the Licensed Products used to provide the Licensed Services, and any materials used to prepare the Deliverables. Vendor also warrants that it has all the necessary Intellectual Property Rights in the Licensed Products to grant the Licenses under this Agreement without violation or infringement of the Intellectual Property Rights of third parties. Vendor further warrants that the Licensed Services, and Vendor’s performance under this Agreement, shall not contain confidential or proprietary information misappropriated from a third party.
Ownership and Non-infringement. The Port Deliverables (a) will be either originally created by Corel or Corel will have obtained all necessary rights in the Port Deliverables to transfer full ownership as described in Section 3.6 of this Agreement, and (b) the Port Deliverables shall not infringe any copyright or trade secret right held by any third party, except to the extent that the portion of the .NET Frameworks delivered by Microsoft to Corel pursuant to Section 3 of this Agreement and included in the Port Deliverables are the source of such infringement. This Section 11.1.2 shall have no force or effect in the event that Microsoft does not exercise the option described in Section 3.1 of this Agreement.
Ownership and Non-infringement. The portion of the .NET Frameworks licensed to Corel pursuant to Section 3.2 of this Agreement, if any, (a) will be either originally created by Microsoft or Microsoft will have obtained all necessary rights in such portion of the .NET Frameworks to license the same to Corel as described in Section 3.2 of this Agreement, and (b) such portion of the .NET Frameworks shall not infringe any copyright or trade secret right held by any third party. This Section 11.2.2 shall have no force or effect in the event that Microsoft does not exercise the option described in Section 3.1 of this Agreement.
