Background Work definition

Background Work means all data, documentation, software and information, in whatever form, not first produced or created by or for Midwest Gen EME as a result of or related to the performance of the M&A Activities, but included in or with or necessary for the use of the Work Product or any portion thereof. Anything else in this Agreement notwithstanding, Midwest Gen EME shall retain any of its proprietary rights in and to the Background Work.
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Background Work means all data, documentation, software and information, in whatever form, not first produced or created by or for Supplier as a result of or related to the performance of the Services, but included in or with or necessary for the use of the Work Product or any portion thereof. Anything else in this Agreement notwithstanding, Supplier shall retain any of its proprietary rights in and to the Background Work.
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Background Work means all data, documentation, software and information, in whatever form, although not first produced or created originally by or for Supplier as a result of or related to the performance of the Work, but included in, necessary, useful or utilizable in or with the Service Product, the Goods or any portion thereof. Supplier shall indemnify, and shall cause each subcontractor to fully indemnify CenturyLink and CenturyLink Affiliates against all claims, liabilities, damages, losses, costs and expenses that arise related to or as a consequence of infringement or alleged infringement of any patent, registered design, trade-mark, service mark, copyright or any other form of intellectual or industrial property right or any similar protection which arises out of or in connection with the Work or anything done by or for Supplier in relation to the Work or any use or resale by CenturyLink of the Work. Supplier represents and warrants that the Goods and/or Services purchased supplied under this Agreement do not infringe any patents, trademarks, copyrights, trade secrets or other intellectual property of any third party.
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Examples of Background Work in a sentence

  • SELLER hereby grants to BUYER a non-exclusive, royalty-free, irrevocable, perpetual, worldwide, assignable, sub-licensable and unrestricted license and right for BUYER to possess, disclose and use and/or have possessed, disclosed or used, SELLER's Background Work or any part thereof as necessary to use, copy, modify, distribute and/or exploit freely any Creations, to the fullest extent permitted by law.

  • SELLER shall retain ownership of any copyrights, patents, trademarks, design rights or registrations, trade secrets, development, invention, works of authorship, know-how, or work results or similar intellectual property rights (collectively, " IP Rights") developed by SELLER prior to the coming into force of the Agreement (collectively, "SELLER's Background Work").

  • As between the Parties, the Parties agree that: (a) COMPANY shall solely and exclusively own all right, title and ownership interest in and to the Company Work Product (including all underlying Intellectual Property Rights) for which Company has paid Aditi in full (excluding amounts that may be disputed by Company in good faith); and (b) ADITI shall solely and exclusively own all right, title and ownership interest in and to the Background Work Product.

  • All designs, diagrams, documentation, drawings, flow charts, ideas and inventions (whether or not patentable or reduced to practice), know-how, marketing and development plans, materials, methods, models, specifications, and works of authorship provided by the Design Firm under the Design Firm Agreement, other than Synacor’s Background Work Product (collectively, the “Designs and Ideas”), shall be deemed to be owned [*] [*].

  • Except for identified third party computer software, firmware and hardware, IPC at its expense shall provide to Customer at delivery of Transferred Work Product a non-exclusive, royalty-free, fully-paid-up, world-wide, irrevocable and perpetual right and license to use and modify the Background Work Product in connection with Customer’s business.

  • SELLER shall retain ownership of any copyrights, patents, trademarks, design rights or registrations, trade secrets, development, invention, works of authorship, know-how, or work results or similar intellectual property rights (collectively, "IP Rights") developed by SELLER prior to the coming into force of the Agreement (collectively, "SELLER's Background Work".

  • As between the Parties, Synacor shall own all Intellectual Property Rights in or with respect to any and all Materials developed, in whole or in part, pursuant to this Agreement by or on behalf of Synacor or the Synacor Agents (including Synacor Personnel), excluding any Custom IP (such Synacor-developed property, together with Synacor’s Background Work Product, the “Synacor IP”).

  • This Agreement does not assign Background Work Product to Customer.

  • The following Exhibit and all Attachments thereto are incorporated into and made part of this Agreement: Exhibit A Statement of Work Exhibit B Background Work Product Exhibit C Rate Information Exhibit D Company Competitors Exhibit E Business Continuity Requirements AGREED TO AND ACCEPTED: ADITI Technologies Pvt.

  • SELLER hereby grants to BUYER a non-exclusive, royalty- free, irrevocable, perpetual, worldwide, assignable, sub-licensable and unrestricted license and right for BUYER to possess, disclose and use and/or have possessed, disclosed or used, SELLER's Background Work or any part thereof as necessary to use, copy, modify, distribute and/or exploit freely any Creations, to the fullest extent permitted by law.

Related to Background Work

  • Background Materials means all Intellectual Property Rights, know-how, information, methodologies, techniques, tools, schemata, diagrams, ways of doing business, trade secrets, instructions manuals and procedures (including, but not limited, to software, documentation, and data of whatever nature and in whatever media) owned, developed or controlled by the Supplier which may have been created outside the scope, or independently of, the Services and/or this Agreement, and including all updates, modifications, derivatives or future developments thereof. Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. Business Systems: the information technology and communication systems, including networks, hardware, software and interfaces owned by, or licensed to, the Customers or any of its agents or contractors.

  • Background IPR means any Intellectual Property Rights (other than Project IPR) belonging to either party before the Commencement Date or not created in the course of or in connection with the Project;

  • Supplier Background IPR means Intellectual Property Rights owned by the Supplier before the Call Off Commencement Date, for example those subsisting in the Supplier's standard development tools, program components or standard code used in computer programming or in physical or electronic media containing the Supplier's Know-How or generic business methodologies; and/or Intellectual Property Rights created by the Supplier independently of this Call Off Contract,

  • Background Technology means all tools, programs, designs, processes, formulas, techniques, improvements, inventions, works of authorship, software, data, know-how, ideas, methodologies, specifications, code libraries, algorithms, protocols, routines, subroutines, network systems, machine learning models, Trade Secrets (defined below), and other technology which are: (a) created, developed, owned, or licensed by PickNik prior to the Effective Date of this Agreement; (b) are created, developed, owned, or licensed by PickNik during the term of this Agreement but not delivered as a part of the Software; (c) which have general applicability to PickNik’s business and which are not based on any Company Confidential Information; or (d) modifications of or derivatives to any of the foregoing.

  • Background Invention means an Invention conceived and first actually reduced to practice before the Effective Date.