Supplier IP. Rio Tinto and each Relevant Company acknowledge that Supplier remains the owner of all Supplier IP and that nothing in the Agreement prevents, limits or restricts Supplier’s subsequent use or exploitation of Supplier IP. Supplier grants to Rio Tinto and each Relevant Company a non-exclusive, transferable, royalty free, irrevocable and perpetual worldwide licence, including the right to sublicense, to use all Supplier IP included in the Supply for the purposes of or in connection with their business and Supplier agrees to procure same from any Subcontractor for the benefit of Rio Tinto and each Relevant Company.
Supplier IP. If the Supplier is required to transfer any Supplier IP to ONSTREAM pursuant to Item O of the Agreement Details, the Supplier must do everything to perfect that transfer. If any Supplier IP is to be retained by the Supplier, the Supplier grants to ONSTREAM a perpetual, irrevocable, royalty-free and non-exclusive licence to use the Supplier IP in relation to the Goods.
Supplier IP. (a) The Supplier will own all IP Rights in and to the Supplier Materials and any other IP Rights made available
Supplier IP. 7.2.1. Subject to Section 5, the Supplier retains any right, title and interest in and to the IP owned by the Supplier.
Supplier IP. As between the parties, the Supplier will own all IP Rights in and to the Supplier Materials and any other IP Rights made available to Enatel by or on behalf of the Supplier (together Supplier IP). The Supplier grants Enatel a non-exclusive, perpetual, irrevocable, royalty free and worldwide licence to use, reproduce, modify, develop and otherwise exploit (and to allow Enatel Third Parties to use, reproduce, modify, develop and otherwise exploit) the Supplier IP as required to receive, use and otherwise enjoy the full benefit of the Supplies.
Supplier IP. Supplier now grants to the City and its affiliates, successors, assigns, business partners, and sublicencees a non-exclusive, royalty-free licence to use any intellectual property developed and used by Supplier for the purposes of the PBS (individually and/or collectively the “Supplier IP”) to allow the City to, directly or indirectly create, develop, make, market, promote, distribute and sell goods and services, to operate and promote the PBS as may be determined by the City. Supplier will indemnify, defend, and hold harmless the City against any costs and expenses incurred by the City as a result of any claim or suit instituted against the City with respect to its use of the Supplier IP. In connection with any such claim or suit, Supplier will take full and sole responsibility for and control of (a) protecting the Supplier IP, (b) any and all resulting litigation, (c) any and all settlement, and (d) selection of counsel in connection with such claim or suit.
Supplier IP. Supplier shall provide the intellectual property necessary for each Party to perform under this Agreement including with respect to its technologies which are the subject of U.S. Patent Application Nos. 11/225,834, 11/674,921, and 11/674,940 (the “Supplier Patent Applications”), related know-how and trade secrets (collectively, the “Supplier IP”).
Supplier IP. All Intellectual Property invented, discovered, generated or derived by SUPPLIER in connection with the Product which is not covered by Clause 15.4(a) and which is independently invented, discovered, generated or derived by or on behalf of SUPPLIER shall be the sole and exclusive property of SUPPLIER. NOVARTIS and its Affiliates shall have a worldwide, perpetual, non-exclusive, royalty free, fully paid-up license under such Intellectual Property, with the right to grant sub-licenses.
Supplier IP. Notwithstanding anything to the contrary contained in this Agreement, Michaels acknowledges and agrees that nothing contained in this Agreement shall be construed to effect a transfer or conveyance by Supplier to Michaels and Supplier is not transferring the ownership or title to or granting any exclusive license for, any of Supplier Background Technology, Supplier Software or any other Supplier pre-existing Intellectual Property material or Derivative Works thereof (collectively, “Supplier IP”). The assignment and waiver provisions set forth in this Agreement shall not apply to Supplier IP and nothing in this Agreement shall be construed as preventing Supplier to continue to own and use Supplier IP in any manner. Supplier agrees not to include any Supplier Software or any other Supplier pre-existing Intellectual Property material or Derivative Works thereof in any Michaels Owned Material without obtaining prior written approval of Michaels. To the extent practicable, Supplier will make good faith efforts to identify and obtain prior approval of Michaels for incorporating Supplier Background Technology in any Michaels Owned Material. To the extent that any Supplier IP is incorporated in any Michaels Owned Material, Supplier hereby grants, and shall cause all Supplier Agents to grant, to Michaels a non-exclusive, perpetual, irrevocable, worldwide, fully-paid, royalty-free, transferable license, with the right to sublicense through multiple levels of sublicensees, under any and all such rights in the Supplier IP as incorporated in Michaels Owned Material and solely in connection with the Use of such Michaels Owned Material : (i) to reproduce, create derivative works of, distribute, publicly perform, publicly display, and digitally perform, and otherwise use and exploit the Michaels-Owned Materials in any medium or format, whether now known or hereafter discovered; (ii) to use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from such Michaels Owned Material or any Derivative works thereof; and (iii) to exercise any and all other present or future rights not yet known in the Michaels-Owned Materials. The license granted herein does not authorize Michaels to separate any incorporated Supplier IP from the applicable Michaels Owned Material for use or commercial exploitation of such Supplier IP other than in connection with the Michaels Owned Material.
