Ownership and Protection. Each parry agrees that it has no interest in or right to use the Proprietary In. formation of the other except in accordance with the terms of this Agreement. Each party acknowledges that it may disclose Proprietary Information to the other in the performance of this Agreement. The party receiving the Proprietary Information shall (i) maintain it in strict confidence and take all reasonable steps to prevent its disclosure to third panics, except to the extent necessary to carry out the purposes of this Agreement,, in which case these confidentiality restrictions shall be imposed upon the third parties to whom the disclosures are made; (ii) use at least the same degree of care as it uses in maintaining the secrecy of its own Proprietary Information (but no less than a reasonable degree of care); and (iii) prevent the removal of any proprietary, confidential or copyright notices placed on the Proprietary Information.
Ownership and Protection. Each party agrees that it has no interest in or right to use the Proprietary Information of the other except in accordance with the terms of this agreement. All rights, title and interest in and to the original and all copies of, in any and all forms, the Licensed Assets, and all parts thereof, whether made by the Licensor or the Licensee, belong to the Licensor. Each party acknowledges that it may disclose Proprietary Information to the other in the performance of this agreement. The party receiving the Proprietary Information will (i) maintain it in strict confidence and take all reasonable steps to prevent its disclosure to third parties, except to the extent necessary to carry out the purposes of this agreement, in which case these confidentiality restrictions will be imposed upon the third parties to whom the disclosures are made, (ii) use at least the same degree of care as it uses in maintaining the secrecy of its own Proprietary Information (but no less than a reasonable degree of care) and (iii) prevent the removal of any proprietary, confidential or copyright notices placed on the Proprietary Information.
Ownership and Protection a. Licensor represents and warrants that it owns the Xxxxx Mobile App and has all rights necessary to grant the License as set forth herein. Each Licensee acknowledges such ownership by Licensor, and no Licensee shall do anything inconsistent therewith. Each Licensee further acknowledges that the Xxxxx Mobile App is part of the business of Licensor. No Licensee shall, during the term of this Agreement or at any time thereafter, contest the fact that such Licensee’s rights under this Agreement (i) are solely those of a licensed user and (ii) shall cease upon termination of this Agreement in accordance with Section 4. During and after the term of this License, no Licensee shall adopt, use or attempt to register any name, brand, logo, xxxx or other identifier, or perform any act, that Licensee reasonably believes is likely to disparage such the Xxxxx Mobile App.
Ownership and Protection. 3.1 Licensor represents and warrants that it owns the Colony Intellectual Property and the goodwill associated therewith and has all rights necessary to grant the licenses in the Colony Intellectual Property to Licensee as set forth herein. Licensee acknowledges such ownership by Licensor, and Licensee shall do nothing inconsistent therewith. Licensee further acknowledges that the Colony Intellectual Property is part of the business of Licensor. Licensee agrees that it shall not, during the term of this Agreement or at any time thereafter, contest the fact that Licensee’s rights under this Agreement (i) are solely those of a licensed used and (ii) shall cease upon termination of this Agreement, subject to Section 4.4. During and after the term of this License, Licensee shall not adopt, use or attempt to register any name, brand, logo, xxxx or other identifier, or perform any act, that Licensee reasonably believes is likely to disparage, dilute or be confusingly similar to the Colony Intellectual Property.
Ownership and Protection. Each party agrees that it has no ------------------------ interest in or right to use the Proprietary Information of the other except in accordance with the terms of this Agreement. Each party acknowledges that it may disclose Proprietary Information to the other in the performance of this Agreement. The party receiving the Proprietary Information shall (i) maintain it in strict confidence and take all reasonable steps to prevent its disclosure to third parties, except to the extent necessary to carry out the purposes of this Agreement, in which case these confidentiality restrictions shall be imposed upon the third parties to whom the disclosures are made; (ii) use at least the same degree of care as it uses in maintaining the secrecy of its own Proprietary Information (but no less than a reasonable degree of care); and (iii) prevent the removal of any proprietary, confidential or copyright notices placed on the Proprietary Information.
Ownership and Protection. 3. This Agreement does not affect the ownership of any Intellectual Property Right in existence before the commencement of the Project.
Ownership and Protection. With respect to each item of -------------------------- Intellectual Property identified as being owned by MSAI, MSAI owns all right, title and interest in and to such Intellectual Property, and has not encumbered or impaired any rights in same. MSAI has obtained an enforceable written assignment of all right, title and interest in and to each item of the Intellectual Property owned by MSAI from each person or entity participating in the discovery, development or creation of such item or Intellectual Property and MSAI and the Seller have provided to Purchaser true and correct copies of each such assignment. MSAI has no obligation to compensate, or to obtain the consent of, any third party for the use of any item of the Intellectual Property. All employees, independent contractors, or other persons who have had access to or participated in the development in any of the Intellectual Property owned by MSAI have signed appropriate confidentiality and non-disclosure agreements and, in the case of independent contractors, appropriate work for hire agreements and assignments, sufficient to protect MSAI's ownership rights in the Intellectual Property and the unauthorized use or disclosure of same. All registrations and applications to register the Intellectual Property in each of the countries in which any of the same is registered are valid and subsisting in all respects and have been properly maintained. No party has any claim to any moral rights with respect to the Intellectual Property owned by MSAI.
Ownership and Protection. With respect to each item of -------------------------- Intellectual Property identified as being owned by the Cotton Group Companies, the Cotton Group Companies own all right, title and interest in and to such Intellectual Property, and have not encumbered or impaired any rights in same. The Cotton Group Companies have obtained an enforceable written assignment of all right, title and interest in and to each item of Intellectual Property owned by the Cotton Group Companies from each person or entity participating in the discovery, development or creation of such item of Intellectual Property and have provided to Purchaser true and correct copies of each such assignment. Except as set forth on SCHEDULE 4.12(C), the Cotton Group Companies do not have ---------------- any obligation to compensate, or to obtain the consent of, any third party for the use of any item of Intellectual Property. All employees, independent contractors, or other persons who have had access to or participated in the development of any Intellectual Property owned by the Cotton Group Companies have signed appropriate confidentiality and non-disclosure agreements and, in the case of independent contractors, appropriate work for hire agreements and assignments, sufficient to protect the Cotton Group Companies' ownership rights in Intellectual Property and the unauthorized use or disclosure of same. All registrations and applications to register the Intellectual Property in each of the countries in which any of the same is registered are valid and subsisting in all respects and have been properly maintained. To the Knowledge of the Cotton Group Companies or any Seller, no party has any claim to any moral rights with respect to Intellectual Property owned by the Cotton Group Companies.
Ownership and Protection. With respect to each item of Intellectual Property identified as being owned by the Company, the Company owns all right, title and interest in and to such Intellectual Property, and has not encumbered or impaired any rights in same. The Company has obtained an enforceable written assignment of all right, title and interest in and to each item of the Intellectual Property owned by the Company from each person or entity participating in the discovery, development or creation of such item or Intellectual Property and the Company and the Shareholders have provided to AQUM true and correct copies of each such assignment. The Company has no obligation to compensate, or to obtain the consent of, any third party for the use of any item of the Intellectual Property. All employees, independent contractors, or other persons who have had access to or participated in the development in any of the Intellectual Property owned by the Company have signed appropriate confidentiality and non-disclosure agreements and, in the case of independent contractors, appropriate work for hire agreements and assignments, sufficient to protect the Company’s ownership rights in the Intellectual Property and the unauthorized use or disclosure of same. All registrations and applications to register the Intellectual Property in each of the countries in which any of the same is registered are valid and subsisting in all respects and have been properly maintained. No party has any claim to any moral rights with respect to the Intellectual Property owned by the Company.
Ownership and Protection. (a)Licensor represents and warrants that it owns the Platform and has all rights necessary to grant the License as set forth herein. Each Licensee acknowledges such ownership by Licensor, and no Licensee shall do anything inconsistent therewith. Each Licensee further acknowledges that the Platform is part of thebusiness of Licensor. No Licensee shall, during the term of this Agreement or at any time thereafter, contest the fact that such Licensee's rights under this Agreement (i) are solely those of a licensed user and (ii) shall cease upon termination of this Agreement in accordance with Section 4. During and after the term of this License, no Licensee shall adopt, use or attempt to register any name, brand, logo, mark or other identifier, or perform any act, that Licensee reasonably believes is likely to disparage such the Platform.
