Deliverables and Intellectual Property Rights Sample Clauses

Deliverables and Intellectual Property Rights. Customer acknowledges that there are no individual deliverables or work results to be provided as part of the services unless expressly agreed in writing in a SOW. Customer acknowledges that AvePoint exclusively retains all intellectual property rights in all software created or provided by AvePoint and that AvePoint will have exclusive, unlimited ownership rights to all work performed or created pursuant as part of or during the services provided by AvePoint and all materials, information and/or Deliverables prepared or developed as a result of the services provided hereunder. Notwithstanding the foregoing, for all AvePoint software products created or delivered by AvePoint for or to Customer, AvePoint grants to Customer a worldwide, non-exclusive and non-transferable license, limited to the agreed service usage period and under the further terms of the AvePoint Master Software License and Support Agreement only, a copy of which can be found at xxxx://xxx.xxxxxxxx.xxx/license/license.html (“Software Agreement”). In the event Customer has executed a negotiated Software Agreement or a similar master agreement with AvePoint, such agreement shall prevail. For all other AvePoint deliverables and work products, if any, AvePoint grants Customer the worldwide, non-exclusive, non-transferable right to use, limited to the agreed service usage period.
Sample 1Sample 2Sample 3See All (9)
AutoNDA by SimpleDocs
Deliverables and Intellectual Property Rights. Company understands and agrees that NeuLion shall utilize its (and/or its affiliates') proprietary intellectual property in the development and delivery of the Service provided for herein. Accordingly, NeuLion shall be the owner of the Service and any and all intellectual property rights therein contained (including but not limited to all patents, trademarks, know how, and business models), and, in further consideration for the rights granted herein to Company, Company hereby assigns to NeuLion any and all rights, title and interest, including, without limitation, copyrights, trade secrets and proprietary rights, to the materials created or developed by NeuLion hereunder and required to be delivered to Company by virtue of their description (the "Deliverables"), excluding the Content provided by Company thereunder. The Deliverables shall not be deemed to be "works made for hire" under the federal copyright laws. Company agrees to give NeuLion reasonable assistance to perfect such assignment of such rights, title and interest.
Sample 1Sample 2Sample 3See All (8)
Deliverables and Intellectual Property Rights. (a) All Deliverables, unless Apollo Entity has not paid the Fees due for such Deliverable according to the terms of this Agreement, shall be and remain the sole and exclusive property of Apollo Entity and Apollo Entity shall exclusively retain all ownership and intellectual property rights therein. If is deemed to retain any intellectual property rights in any Deliverables, or if any Deliverable is not deemed a “work for hire” by operation of law, Company hereby irrevocably assigns and Apollo Entity hereby accepts all rights, title and interests in any intellectual property rights in such Deliverable without further consideration. Company acknowledges, and shall cause any of its Personnel to acknowledge, that Apollo Entity and its successors and permitted assigns, shall have the right to obtain and hold in its own name any intellectual property rights in and to the Deliverables. Company agrees to execute, and shall cause any of its Personnel to execute as applicable, any documents or, at Apollo Entity’s sole reasonable cost, take any other actions as may reasonably be necessary, or as Apollo Entity may reasonably request, to perfect Apollo Entity’s intellectual property rights in any such Deliverables. At any time, Apollo Entity may request and Company shall promptly provide Apollo Entity with copies on industry standard media of all executable code, object code, source code and documentation for any and all software included as a Deliverable, whether completed or works-in-progress. Company acknowledges that there are, and may be, future rights that Apollo Entity may otherwise become entitled to with respect to the Deliverables that do not yet exist, as well as new uses, media, and means and forms of exploitation throughout the world exploiting current or future technology yet to he developed, and Company specifically intends that the foregoing assignment of rights to Apollo Entity and it hereby does include all such now known and unknown uses, media, and means and forms of exploitation throughout the world.
Sample 1
Deliverables and Intellectual Property Rights 
Sample 1Sample 2

Related to Deliverables and Intellectual Property Rights

  • Intellectual Property Rights The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

  • Technology and Intellectual Property A. UMPSA and the University of Maine System agree that the following is included in the February 2, 2002, policy document entitled: “Statement of Policy Governing Patents and Copyrights.” The following provision is included in Section VII Disposition of Income and is the third paragraph of that section. It is hereby agreed that:

  • Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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