Ownership of Company Intellectual Property. I hereby agree that I shall have no right, title or interest in or to any Company Intellectual Property or any patents, copyrights, trademarks or other rights in connection therewith. I hereby assign to the Company any rights I may have or acquire in all Company Intellectual Property and all patents, copyrights, trademarks and other rights in connection therewith. I further agree as to all Company Intellectual Property to assist the Company in every proper way (but at the Company’s expense) to obtain and from time to time enforce patents, copyrights, trademarks and other rights and protections relating to the Company Intellectual Property in any and all countries, and to that end I will execute all documents for use in applying for and obtaining such patents, copyrights, trademarks and other rights and protections and enforcing the same, as the Company may desire, together with any assignments thereof to the Company or persons designated by it. My obligation to assist the Company in obtaining and enforcing patents, copyrights, trademarks and other rights and protections relating to the Company Intellectual Property in any and all countries shall continue beyond the termination of my employment or consultancy, but the Company shall compensate me at a reasonable rate after such termination for time actually spent by me at the Company’s request on such assistance. In the event the Company is unable, after reasonable effort, to secure my signature on any document or documents needed to apply for or prosecute any patent, copyright or other right or protection relating to any Company Intellectual Property, for any reason whatsoever, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney-in-fact to act for and on my behalf to execute and file any such application or other document and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or similar protections thereon with the same legal force and effect as if executed by me.
Ownership of Company Intellectual Property. Subject to the license rights set forth in this Agreement and the rights of the Distributor to the ownership of each Unit after the Distributor has purchased such Unit from the Company, sole and exclusive right, title and interest to all Patent Rights, Software and the Units and any technology, know-how and intellectual property owned by, licensed to (except if the licensor is the Distributor) or developed by the Company underlying the Units and the Software (collectively, the "Company's IP") will remain with the Company.
Ownership of Company Intellectual Property. Except as set forth on Schedule 4.17(g), the Company is the owner of the Company Intellectual Property or has licensed rights under the licenses set forth in Schedule 4.17(c) with respect to the Company Intellectual Property, (except that: (i) Intellectual Property to which Company has access under any Government Contract is not listed, and (ii) items included in the definition of Intellectual Property above, shall be listed only if they are of a nature that reasonably allows for the listing thereof and are material to the business of the Company) and such ownership and licenses are free and clear of any Liens, without obligation to pay any royalty or any other fees with respect to the ownership or license thereof.
Ownership of Company Intellectual Property. Vendor acknowledges that all rights, titles and interests in and to the Company Intellectual Property, including the Creative and Company Products developed by Vendor, shall be vested solely in Company as to Approved Third-Party Materials where Company has Approved the third party's retention of ownership and the terms on which the Third-Party Materials will be licensed to Company. Vendor shall provide reasonable assistance and cooperation to Company to acquire, transfer, maintain, perfect and enforce Company's rights, titles and interests in the Company Intellectual Property, and shall not at any time do or cause to be done, or fail to do or fail to cause to be done, any act or thing, directly or indirectly, contesting or in any way impairing those rights, titles or interests of Company. If such reasonable assistance and cooperation involves more than administrative acts, then the cost and expense of such reasonable assistance and cooperation shall be borne by Company.
Ownership of Company Intellectual Property. Except as set forth on Section 2.13(d) of the Disclosure Letter: (i) Skillscape owns and has good and exclusive title to each item of the Company-Owned Intellectual Property, including all Registered Intellectual Property, free and clear of any Lien; (ii) Skillscape owns or has the right to use or operate under all the Company Intellectual Property; (iii) the Company-Owned Intellectual Property and the rights of Skillscape under the Intellectual Property Contracts constitutes all of the Intellectual Property necessary for the conduct of Skillscape's business as conducted; (iv) Skillscape is the exclusive owner of all trademarks and trade names used in connection with the operation or conduct of the Business; and (v) no person or entity has any rights to use any of the Company-Owned Intellectual Property nor has Skillscape granted to any person or entity or authorized any person or entity to retain any rights in the Company Intellectual Property. To the extent that any work, invention or material relating to Skillscape's business or assets or properties has been developed or created by an employee or a third party for Skillscape, Skillscape has a written agreement with such employee or third party with respect thereto and Skillscape thereby has obtained ownership of, and is the exclusive owner of, all Intellectual Property in such work, material or invention by operation of law or by valid assignment.
Ownership of Company Intellectual Property. Vendor acknowledges that all rights, titles and interests in and to the Gap, Banana Republic and other Company names, trademarks, service marks and logos (“Company Marks”) and Creative and Company Products (collectively, “Company Intellectual Property”) shall be vested solely in Company, except Approved Third-Party Materials where Company has Approved the third party’s retention of ownership and the terms on which the Third-Party Materials will be licensed to Company. Vendor shall provide reasonable assistance and cooperation to Company to acquire, transfer, maintain, perfect and enforce Company’s rights, titles and interests in the Company Intellectual Property, and shall not at any time do or cause to be done, or fail to do or fail to cause to be done, any act or thing, directly or indirectly, contesting or in any way impairing those rights, titles or interests of Company. If such reasonable assistance and cooperation involves more than administrative acts, then the cost and expense of such reasonable assistance and cooperation shall be borne by Company. Vendor acknowledges and agrees that (a) its use of the Company Intellectual Property shall inure exclusively to benefit Company; (b) use of the Company Intellectual Property by Vendor does not convey to Vendor any right, title or interest in or to any of the Company Intellectual Property or related goodwill; (c) Vendor shall not contest, oppose, challenge or do anything to impair the validity, ownership or enforceability of any of the Company Intellectual Property or the exclusive ownership of Company in, or the exclusive right of Company to control the use of, the Company Intellectual Property, or attempt to register any Company Xxxx or any confusingly similar trademark, service xxxx, trade name or domain name; (d) Vendor will not directly or indirectly depreciate or attempt to depreciate the value of the goodwill or reputation of any of the Company Intellectual Property, or use any of the Company Intellectual Property in any manner that is inconsistent with the terms of this Agreement.
Ownership of Company Intellectual Property. In connection with Vendor’s Clearance Measures for each country or territory, upon the request of Vendor, Company shall promptly provide Vendor with an exhibit summarizing all registrations and applications of the Company Marks, if any, for such countries and territories, including for each application or registration the mxxx, classes and goods, application or registration number, and status (registered, pending, or opposed). Vendor acknowledges that all rights, titles and interests in and to the Company Intellectual Property, including the Company Marks and Creative, shall be vested solely in Company. Vendor shall provide reasonable assistance and cooperation to Company to acquire, transfer, maintain, perfect and enforce Company’s rights, titles and interests in the Company Intellectual Property, including providing retail sales documentation (which may include sales reports, photographs, etc.) sufficient to show use for trademark purposes with respect to Licensed Products for each country or territory at least annually or as requested by Company. At Company’s request, Vendor shall execute any documents, including registered user agreements, required by Company to confirm Company’s ownership of all rights in and to the Company Marks and the Creative in each jurisdiction in the New Territory. Vendor shall not at any time do or cause to be done, or fail to do or fail to cause to be done, any act or thing, directly or indirectly, contesting or in any way impairing those rights, titles or interests of Company. If such reasonable assistance and cooperation involves more than administrative acts, then the cost and expense of such reasonable assistance and cooperation shall be borne by Company. 7 Confidential information omitted and filed separately with the SEC with a request for confidential treatment by Inter Parfums, Inc. No. 10.133.7.
Ownership of Company Intellectual Property. The Company exclusively owns or possesses adequate and enforceable rights to use, without payment to any other person or entity, all of the Company Intellectual Property necessary for the operation of the Company’s business as currently being conducted and as intended to be conducted, free and clear of all Liens and claims of any type whatsoever.
Ownership of Company Intellectual Property. Title to all Company's patents, trademarks, copyrights, confidential or proprietary information or other intellectual property embodied in the Products (including any modification, improvements and enhancements thereof) and all patents, trademarks, copyrights, confidential or proprietary information, and any other Company intellectual property rights are and will remain Company's sole property, and nothing in this Agreement or the parties' relationship will create or imply any ownership or license rights in such property by Distributor. Anything in this Agreement to the contrary notwithstanding, Company shall have the right to enforce all of its patents, trademarks, copyrights, confidential or proprietary information and other intellectual rights against any person, whether in or outside the Territory.
Ownership of Company Intellectual Property. Schedule 2.3 attached hereto sets forth a true, correct and complete list of all claims, liabilities, security interests, mortgages, liens, pledges and encumbrances of any kind affecting the Company Intellectual Property (the items set forth on Schedule 2.3, together with any licenses granted to end user customers of the Business in the ordinary course of business, being hereinafter referred to as the "Encumbrances"). The Company is, and at the Closing will be, the true and lawful owner of the Company Intellectual Property, and will have the right to sell and transfer to the Buyer good title to the Company Intellectual Property, free and clear of all Encumbrances of any kind. The delivery to the Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good title to the Company Intellectual Property in the Buyer, free and clear of all Encumbrances.
