Title to Deliverables. For the purpose of this section, a ―Product‖ is any deliverable furnished under the Contract, including but not limited to (1) components of the hardware environment; (2) printed materials, (3) third party software, (4) programs and programming modifications, customizations, tools, data, modules, and components and (5) any tangible or intangible properties embedded therein. A product is ―existing‖ if it is a tangible or intangible licensed product that exists before Contract work begins (the Contractor shall bear the burden of proving that a product existed before work began). A product is ―custom‖ if it is any product, preliminary or final that is created under the Contract for the Department by the Contractor or its employees, subcontractors, or agents.
Title to Deliverables. With the exception of the Pre-Existing Materials described in Section 5.3., Citizens will have all right, title and interest in and to each Deliverable and any derivative works relating thereto (including ownership of copyrights). The use of these Deliverables in any manner by Citizens shall not support any claim by Vendor for additional compensation. Each Deliverable, and any portion thereof, shall be a "work made for hire" for Citizens pursuant to federal copyright laws. To the extent any of the Deliverable is not deemed a work made for hire by operation of law, Vendor hereby irrevocably assigns, transfers, and conveys to Citizens, or its designee, without further consideration, all of its right, title, and interest in such Deliverable, including all rights of patent, copyright, trade secret, trademark, or other proprietary rights in such materials. Vendor acknowledges that Citizens shall have the right to obtain and hold in its own name any intellectual property right in and to the Deliverable. Vendor agrees to execute any documents or take any other actions as may reasonably be necessary, or as Citizens may reasonably request, to perfect or evidence Citizens' ownership of the Deliverable. In no event, however, shall either Vendor or its affiliates be precluded from developing for itself, or for others, any original information or materials, whether in tangible or non-tangible form, which may be competitive with, or similar to, either the Services or the Deliverables so long as such party does not infringe any patent or copyright of Citizens. In addition, Vendor shall be free to use its general knowledge, skills and experience, and any ideas, concepts, know-how, and techniques that are acquired or used in the course of providing the Services which are retained in the unaided memories of employees who have had authorized access to Citizens’ Confidential Information. This Section shall survive the termination of this Agreement.
Title to Deliverables. Upon the delivery of each Deliverable, the Deliverable will be merchantable, and free and clear of all liens, encumbrances, security interests, or other claims;
Title to Deliverables. 18.1 The Contractor warrants that the contractual deliverables are unencumbered by any third party’s proprietary rights. Unless otherwise expressly provided in the Contract, title to contractual deliverables shall pass to SPC when they are handed over to it.
Title to Deliverables. Title to any (i) Deliverables that are goods; and (ii) goods or materials transferred to the Customer as part of the Services, shall pass to the Customer on payment of the relevant Charges, free from all liens, charges, and encumbrances.
Title to Deliverables. All deliverables to be provided by Contractor pursuant to Section 3.2 or otherwise under this Agreement (collectively, the "Contractor Deliverables"), shall be considered "works made for hire," as such term is defined under any copyright law, by Contractor for Owner. To the extent any Contractor Deliverables are not considered a "work made for hire" under copyright law, and for purposes of non-copyright laws, Contractor agrees to transfer and automatically assign, and hereby does transfer and assign, to Owner the entire right title and interest for the entire world in and to such Contractor Deliverables effective as of the date of creation. Nothing in this Agreement shall be construed as limiting Contractor’s rights to use its basic know-how, experience and skills retained in the unaided memory of its employees (excluding Owner’s Confidential Information), whether or not acquired during performance of the Work or to perform any construction or other services for any other Person. Nothing herein nor any other provision of this Agreement shall be construed to give Owner any rights or oblige Contractor to convey the rights to Contractor’s generic designs, design concepts, standard drawings, methods and tools, design libraries or models, technical information, or computer software used in the development of the Contractor Deliverables; provided however, that if Contractor delivers to Owner, as part of the Contractor Deliverables, any generic designs, design concepts standard drawings, methods and tools, design libraries or models, technical information, or computer software used in the development of the Contractor Deliverables, or to the extent any Contractor Deliverables is not prepared exclusively for Owner, Contractor agrees to grant, and hereby does grant, to Owner an irrevocable, fully paid-up, royalty-free, perpetual, non-exclusive, world-wide license to use such generic designs, design concepts, standard drawings, methods and tools, design libraries or models, technical information, or computer software, and such Contractor Deliverables, for the purpose of owning, operating, and maintaining (including modifying) the SGFs.
Title to Deliverables. For the purpose of this section, a “Product” is any deliverable furnished under the Contract, including but not limited to (1) components of the hardware environment;
Title to Deliverables. Title to all Deliverables delivered by Installer or its Subcontractors and Vendors shall pass to the applicable System Owner at the time of delivery; provided however that Installer and its Subcontractors and Vendors shall retain all their proprietary intellectual property rights with respect to content included in the Deliverables that existed prior to the relevant date of the Work Order. In accordance with the Software License Agreement, Installer hereby grants to EverBright and to the applicable System Owner, an irrevocable, transferable, perpetual, royalty-free, non-exclusive license to use, solely in connection with the construction, operation, maintenance and repair of the System, all intellectual property rights of Installer and its Subcontractors and Vendors with respect to Deliverables for which title has passed in accordance with the foregoing. Installer represents that it has the authority to grant the license above with respect to the intellectual property rights of its Subcontractors and Vendors.
Title to Deliverables. Contractor acknowledges that it is commissioned by the Authorized User to perform Consulting\Technical Services detailed in the Transaction Document. Unless otherwise specified in writing in the Transaction Document, the Authorized User shall have ownership and/or license rights as follows:
Title to Deliverables. Citizens will have all rights, title and interest in and to each Deliverable and any derivative work relating thereto (including ownership of copyrights). The use of these Deliverables in any manner by Citizens shall not support any claim by Vendor for additional compensation. Notwithstanding the foregoing, Vendor may use materials, software, reports, routines, language, instructions, methods, techniques, trade secrets, patents, copyrights, or other intellectual property that have been developed, purchased, licensed, or acquired by Vendor or by third parties (collectively, the "Vendor Materials"), and such Vendor Materials shall remain the sole and exclusive property of Vendor or the third parties. To the extent any Vendor Materials are embedded or incorporated in a Deliverable, Citizens shall have an irrevocable, non-exclusive, worldwide, royalty-free right to use, execute, reproduce, display, perform, distribute copies of and prepare derivative works based upon such Vendor Materials and any derivative works thereof during the term of the Agreement for Citizens' internal business purposes only. For the sake of clarity, Vendor will retain all title, and all ownership rights in and to all KUBRA property including a·11 computer programs, specifications, and processes arising from Vendor's provision of Services under this Agreement. The provisions of this Section shall survive the termination of this Agreement.
