Software, Intellectual Property Ownership, License Sample Clauses

Software, Intellectual Property Ownership, License. 12.1. The Supplier agrees that all trade secrets, trademarks, patents, ideas, concepts, processes, copyrights, improvements, inventions or other intellectual property, whether or not actually patentable or copyrightable (collectively, “IP”), written, created, made, acquired, disclosed, delivered, developed or conceived by the Supplier in the course of or in relation to the provision of the Goods, and/or jointly between the Supplier and the Buyer during the term of this Agreement, shall be the Buyer’s property. The Supplier hereby assigns to the Buyer (including by way of future assignment), with full title guarantee, all of its right, title and interest in and to the IP together with all associated goodwill and the right to sue in respect of every act of infringement of such rights occurring prior to the effective date of the assignment, and the Supplier will:
Sample 1Sample 2
AutoNDA by SimpleDocs
Software, Intellectual Property Ownership, License. 13.1. The Supplier agrees that all trade secrets, trademarks, patents, ideas, concepts, processes, copyrights, improvements, inventions or other intellectual property, whether or not actually patentable or copyrightable (collectively, “IP”), written, created, made, acquired, disclosed, delivered, developed or conceived by the Supplier in the course of or in relation to the provision of the Goods, and/or jointly between the Supplier and the Buyer during the term of this Agreement, shall be deemed “works for hire” under the U.S. Copyright Act and the Buyer shall own all right, title and interest in IP. If any IP is of a nature that it cannot be considered a work for hire, then the Supplier hereby assigns to the Buyer, free from any obligation to it, all of its right, title and interest in and to any and all IP. The Supplier further agrees to deliver to the Buyer any and all information, documents, digital data, drawings, notes, photographs, copies and specifications, memoranda and data relating to IP, to cooperate fully during this engagement with the Buyer and thereafter in securing ownership or copyright, trademark or patent protection or other similar rights in the United States and foreign countries, and to give evidence and testimony and to execute and deliver to the Buyer all documents requested by it in connection therewith.
Sample 1Sample 2
Software, Intellectual Property Ownership, License. 12.1. The Supplier agrees that all trade secrets, trademarks, patents, ideas, concepts, processes, copyrights, improvements, inventions or other intellectual property, whether or not actually patentable or copyrightable (collectively, “IP”), written, created, made, acquired, disclosed, delivered, developed or conceived by the Supplier in the course of or in relation to the provision of the Goods, and/or jointly between the Supplier and the Buyer during the term of this Agreement, shall be the Buyer’s property. The Supplier hereby assigns to the Buyer (including by way of future assignment), with full title guarantee, all of its right, title and interest in and to the IP together with all associated goodwill and the right to sue in respect of every act of infringement of such rights occurring prior to the effective date of the assignment, and the Supplier will: • procure from all authors of each such assigned material written absolute waivers of any and all moral rights in such material arising under applicable law; and • use reasonable endeavours to execute promptly any and all such documents and to do all acts and things as may reasonably be required or desired by the Buyer to give effect to this Section 12.
Sample 1
Software, Intellectual Property Ownership, License. 12.1. If not expressly provided otherwise in the Agreement, all trade secrets, trademarks, patents, ideas, concepts, processes, copyrights, improve- ments, inventions or other intellectual property, whether or not actually patentable or copyrightable, and all Work Product (collectively, “IP”), written, created, made, acquired, disclosed, delivered, de- veloped or conceived by the Supplier in the fulfil- ment of the obligations arising from or related to the Services and/or jointly between the Supplier and the Buyer during the term of this Agreement, shall be immediately assigned to the Buyer which shall then own all right, title and interest in IP. The par- ties further agree the Buyer shall have no obligation to pay any additional amount in favor of the Sup- plier since the consideration paid for the Services is already inclusive of all the possible created/pur- chased IP.
Sample 1Sample 2
Software, Intellectual Property Ownership, License. 13.1. If not expressly provided otherwise in the Agreement, all trade secrets, trademarks, patents, ideas, concepts, processes, copyrights, improvements, inventions or other intellectual property, whether or not actually patentable or copyrightable (collectively, “IP”), written, created, made, acquired, disclosed, delivered, developed or conceived by the Supplier in the fulfilment of the obligations arising from or related to the purchase/delivery of Goods and/or jointly between the parties during the term of this Agreement shall be immediately assigned to the Buyer which shall then own all right, title and interest in IP. The parties further agree that the Buyer shall have no obligation to pay any additional amount in favor of the Supplier since the consideration paid for the purchase of the Goods is already inclusive of all the possible created/purchased IP.
Sample 1

Related to Software, Intellectual Property Ownership, License

  • Intellectual Property Ownership We, our affiliates and our licensors will own all right, title and interest in and to all Products. You will be and remain the owner of all rights, title and interest in and to Customer Content. Each party will own and retain all rights in its trademarks, logos and other brand elements (collectively, “Trademarks”). To the extent a party grants any rights or licenses to its Trademarks to the other party in connection with this Agreement, the other party’s use of such Trademarks will be subject to the reasonable trademark guidelines provided in writing by the party that owns the Trademarks.

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Intellectual Property; Software (a) Schedule 4.12 contains a list and description (showing in each case any product, device, process, service, business or publication covered thereby, the registered or other owner, expiration date and number, if any) of all Copyrights, Patent Rights and Trademarks owned by, licensed to or used by the Company.

  • Intellectual Property/Work Product Ownership All data, technical information, materials first gathered, originated, developed, prepared, or obtained as a condition of this agreement and used in the performance of this agreement -- including, but not limited to all reports, surveys, plans, charts, literature, brochures, mailings, recordings (video or audio), pictures, drawings, analyses, graphic representations, software computer programs and accompanying documentation and printouts, notes and memoranda, written procedures and documents, which are prepared for or obtained specifically for this agreement, or are a result of the services required under this grant -- shall be considered "work for hire" and remain the property of the State of Vermont, regardless of the state of completion unless otherwise specified in this agreement. Such items shall be delivered to the State of Vermont upon 30- days notice by the State. With respect to software computer programs and / or source codes first developed for the State, all the work shall be considered "work for hire,” i.e., the State, not the Party (or subcontractor or sub-grantee), shall have full and complete ownership of all software computer programs, documentation and/or source codes developed. Party shall not sell or copyright a work product or item produced under this agreement without explicit permission from the State of Vermont. If Party is operating a system or application on behalf of the State of Vermont, Party shall not make information entered into the system or application available for uses by any other party than the State of Vermont, without prior authorization by the State. Nothing herein shall entitle the State to pre-existing Party’s materials. Party acknowledges and agrees that should this agreement be in support of the State's implementation of the Patient Protection and Affordable Care Act of 2010, Party is subject to the certain property rights provisions of the Code of Federal Regulations and a Grant from the Department of Health and Human Services, Centers for Medicare & Medicaid Services. Such agreement will be subject to, and incorporates here by reference, 45 CFR 74.36, 45 CFR 92.34 and 45 CFR 95.617 governing rights to intangible property.

  • 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.

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

  • Company Intellectual Property The Executive agrees to promptly disclose to the Company any and all work product, inventions, artistic works, works of authorship, designs, methods, processes, technology, patterns, techniques, data, Confidential Information, patents, trade secrets, trademarks, domain names, copyrights, and the like, and all other intellectual property relating to the business of the Company and any of its affiliates which are created, authored, composed, invented, discovered, performed, perfected, or learned by the Executive (either solely or jointly with others) during the Employment Term (collectively, together with such intellectual property as may be owned or acquired by the Company, the “Company Intellectual Property”). The Company Intellectual Property shall be the sole and absolute property of the Company and its affiliates. All work performed by the Executive in authoring, composing, inventing, creating, developing or modifying Company Intellectual Property and/or other work product to which copyright protection may attach during the course of the Executive’s employment with the Company shall be considered “works made for hire” to the extent permitted under applicable copyright law and will be considered the sole property of the Company. To the extent such works, work product or Company Intellectual Property are not considered “works made for hire,” all right, title, and interest to such works, work product and Company Intellectual Property, including, but not limited to, all copyrights, patents, trademarks, rights of publicity, and trade secrets, is hereby assigned to the Company and the Executive agrees, at the Company’s expense, to execute any documents requested by the Company or any of its affiliates at any time in relation to such assignment. The Executive acknowledges and agrees that the Company is and will be the sole and absolute owner of all trademarks, service marks, domain names, patents, copyrights, trade dress, trade secrets, business names, rights of publicity, inventions, proprietary know-how and information of any type, whether or not in writing, and all other intellectual property used by the Company or held for use in the business of the Company, including all Company Intellectual Property. The Executive further acknowledges and agrees that any and all derivative works, developments, or improvements based on intellectual property, materials and assets subject to this Section 6 created during the Employment Term (including, without limitation, Company Intellectual Property) shall be exclusively owned by the Company. The Executive will cooperate with the Company and any of its affiliates, at no additional cost to such parties (whether during or after the Employment Term), in the confirmation, registration, protection and enforcement of the rights and property of the Company and its affiliates in such intellectual property, materials and assets, including, without limitation, the Company Intellectual Property.

  • 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 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.

  • Intellectual Property Warranty CONTRACTOR represents and warrants that its performance of all obligations under this Contract does not infringe in any way, directly or contributorily, upon any third party’s intellectual property rights, including, without limitation, patent, copyright, trademark, trade secret, right of publicity and proprietary information.

Time is Money Join Law Insider Premium to draft better contracts faster.