Original IP definition

Original IP. IP that a Party owns or controls which exists prior to the start of the Project.
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Examples of Original IP in a sentence

  • This Agreement supersedes and replaces the Original IP Security Agreement and the Frist Amended IP Security Agreement.

  • From and after the Closing Date, Guppy and its Affiliates shall cease to have any rights with respect to any of the Original IP which the Original IP Owners contributed to Guppy (or its Affiliates), except as otherwise provided for herein or by applicable law.

  • The parties intend that all security interests granted pursuant to this IP Security Agreement, (including those granted under the Original IP Security Agreement) shall be pari passu notwithstanding the date, order or method of attachment or perfection of any such lien or security interest or the provisions of any applicable law.

  • Guppy shall deliver to ROTHSCHILD, ▇▇▇▇▇▇ and LENARSKY or their written designees, on the Closing Date, any and all documents evidencing the ▇▇▇▇ of sale(s) as may be reasonably requested in order to complete the transfer the Intellectual Property Assets to the Original IP owners substantially similar to that attached hereto as Exhibit 1.3.

  • Nor shall anything herein be deemed to give either party hereto any right to any software or other intellectual property developed subsequently to the date hereof; rather, any such new software or other intellectual property shall belong entirely and exclusively to the party who developed it, except to the extent that it incorporates part of the Original IP (in which case the rights of such incorporated portion shall be in accordance with the rights to the Original IP provided for hereunder).

  • Therefore, the parties hereby acknowledge and agree that neither party shall be liable to the other for indemnification, contribution or otherwise, but rather each shall bear its own risk with respect to any third party claims with respect to the Original IP and the parties' respective use thereof in conformance with the terms and conditions hereof.

  • In doing so, each such party shall use at least that degree of care which it employs with respect to its own most confidential and proprietary information, and to inform those employees, agents and consultants who have access to the Original IP that such information is confidential information and proprietary trade secrets of the Licensor and Licensee, as provided herein.

  • Licensee agrees, on behalf of Licensor, to place the current source code for the Original IP, along with any incidental documentation or other ancillary materials which Licensor may have, but need not have, developed for its implementation, in escrow with a mutually agreeable corporate escrow agent located in Israel, promptly after the execution hereof.

  • Without limitation of the foregoing, each Grantor hereby fully and unconditionally ratifies and affirms the Original IP Security Agreement and agrees that all the Collateral granted thereunder shall from and after the date hereof secure all the Obligations (as defined in this Agreement).

  • As full and final consideration for the license granted hereunder, Licensee hereby covenants and agrees to cause its affiliate, Galiad Computers Ltd., and any of its principals having any rights thereto, to release Licensor from any and all liability to it or them for sums heretofore owed by Licensor as compensation for the original transfer to Licensor of the Original IP.

Related to Original IP

  • Original Material The description of the Material being transferred is specified in Annex 1 of this SMTA.

  • Existing Patents has the meaning set forth in Section 10.2.1.

  • Foreground IPR means any and all Intellectual Property Rights generated individually by either of the Parties or by jointly both of the Parties in the execution of the Contract.

  • Business IP means all Intellectual Property which has in the last two years been used or intended to be used in, or in connection with, the business of the Company;

  • Foreground IP means IP and IP Rights conceived, developed or created by, for or with Seller either alone or with third parties, in the performance of this Contract, including modifications to any Buyer Specification suggested by Seller.