Existing Materials. Citizens acknowledges that, in the course of delivering the Services, Vendor may use materials, software, reports, routines, language, instructions, methods, techniques, trade secrets, patents, copyrights, or other intellectual property that have been previously developed, purchased, licensed, or acquired by Vendor or by third parties (collectively, the "Pre-Existing Materials"), and that such Pre-Existing Materials shall remain the sole and exclusive property of Vendor or the third parties. Where Vendor seeks to embed or has embedded Pre-Existing Materials in the Work Product or Services, Vendor must first obtain written approval from Citizens. If and to the extent any Pre-Existing Materials of Vendor are embedded or incorporated in the Work Product, Vendor hereby grants to Citizens the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license to: (a) use, execute, reproduce, display, perform, distribute copies of and prepare derivative works based upon such Pre-existing Materials and any derivative works thereof for Citizens’ internal business purposes only; and, (b) authorize others to do any or all of the foregoing for Citizens’ internal business purposes only. If and to the extent any Pre-Existing Materials of third parties are embedded or incorporated in the Work Product, Vendor shall secure for Citizens an irrevocable, perpetual, non-exclusive, worldwide, royalty-free and fully paid-up right to use, execute, display, and perform such Pre-Existing Materials. Vendor shall secure such right at its expense and prior to incorporating any such Pre-Existing Materials into any Work Product, and such right must include, if practicable, a right to: (a) copy, modify, and create derivative works based upon such Pre-Existing Materials; and, (b) sublicense all or any portion of the foregoing rights to an affiliate or a third-party vendor of Citizens. This Subsection does not apply to standard office software (for example, Microsoft Office). If and to the extent any Pre-Existing Materials of third parties are embedded or incorporated in the Services, Vendor agrees that: (a) any license of the Pre-Existing Materials between Vendor and any third parties shall not impose any additional restrictions on Citizens’ use of the Services; (b) any license of the Pre-Existing Materials between Vendor and any third parties shall not negate or amend the rights granted by Vendor to Citizens or the obligations undertaken by Vendor under the Agreement with r...
Existing Materials. Asbestos Containing Materials (ACM) may exist at the Customer’s location. These materials (whether confirmed, assumed or suspected of containing asbestos) shall not be disturbed or damaged. Questions regarding known or assumed ACM or the status of suspected ACM shall be directed to the Customer’s Contract Manager.
Existing Materials. Subject to Section 3.A, Consultant will provide the Company with prior written notice if, in the course of performing the Services, Consultant incorporates into any Invention or utilizes in the performance of the Services any invention, discovery, idea, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by Consultant or in which Consultant has an interest, prior to, or separate from, performing the Services under this Agreement (“Prior Inventions”), and the Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including, without limitation, as part of or in connection with such Invention, and to practice any method related thereto. Consultant will not incorporate any invention, discovery, idea, original works of -12- authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by any third party into any Invention without Company’s prior written permission. C.
Existing Materials. ImmuPharma agrees to sell to Anesta and Cephalon agrees to purchase from ImmuPharma the API Controlled by ImmuPharma which were designated to be used in the Development Program and are still existing at the Effective Date hereof. ImmuPharma agrees to sell such materials including technical and quality control documentation according to Good Manufacturing Practices, provided the API meets the Specifications and all other reasonable quality control standards. [**]
Existing Materials. MPS will provide information for each specific project and will include the abatement services for the removal of identified hazardous materials.
Existing Materials. Landlord and Tenant acknowledge that, in anticipation of the execution and delivery of this Lease, Landlord halted work that it was undertaking in the fourth floor portion of the Permanent Premises to convert the same to a speculative laboratory suite and that Landlord will incorporate into the Tenant Improvements those certain construction materials and work in place referenced in Attachment 5, attached, the cost of which to be deducted from the Tenant Improvements Allowance as shown on Attachment 5 (provided, however, that no 3% project management fee shall apply to such amounts and no architect’s fees incurred in connection with design of the work in place shall be charged to Tenant).
Existing Materials. The Existing Materials will at all times remain owned by Dusk Mobile or its licensors. Subject to clause 14 (Confidentiality), Dusk Mobile hereby grants to the Purchaser a non-exclusive, revocable, royalty-free, worldwide licence to use the Existing Materials for the purpose of operating the Developed Materials.
Existing Materials. Each party shall retain all right, title, and interest, including all intellectual property rights in and to all documents, data, know-how, and other materials developed or acquired prior to or independently of this Agreement which may be provided by or used by a party in connection with this Agreement and any applicable SOW (collectively, “Pre-Existing Materials”). For purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction. Each party hereby grants the other party a non-exclusive, royalty-free, non-transferable license to use, display, reproduce, distribute, perform, transmit, and promote any Pre-Existing Materials to the extent they are incorporated into or otherwise necessary for the use and exploitation of the Deliverables as contemplated under this Agreement and the applicable SOW.
Existing Materials. Company may continue to use, following the Program Start Date, the Gettington Marketing Materials, Gettington Marketing Activities, and Gettington Consumer Finance Materials (except the Credit Policy) (collectively, the “Existing Materials”)used by the Other Bank and Company with respect to the Gettington Credit Program, provided, that Company shall provide notice when using the Existing Materials that the creditor is now Bank and shall use commercially reasonable efforts to update the Existing Materials to eliminate references to Other Bank. Following the Program Start Date, Company shall promptly provide to Bank copies of all forms of Existing Materials for review during the 90-day period following the Program Start Date (the “Review Period”), and Company shall incorporate any changes to the Existing Materials that may be reasonably required by Bank as soon as commercially practicable upon receipt of written notice from Bank to Company and in no event later than thirty days (30) following receipt of such notice. Upon the earlier of (a) the incorporation of such changes to the Existing Materials or (b) the expiration of the Review Period, the Existing Materials shall be subject to the terms of the Program Agreement. Promptly following the Program Start Date, Company shall identify any additional subcontractors (including Program Critical Subcontractors) to be added to Exhibit L to the Program Agreement as a result of the Gettington Credit Program; Bank shall provide notice of any reasonable objection to such a subcontractor within ten (10) Business Days of Company’s notice, and Company shall thereafter address Bank’s objection or obtain a replacement subcontractor as promptly as commercially practicable under the circumstances.
Existing Materials. Prior to Closing, Seller shall deliver to Purchaser copies of all title insurance commitments, surveys, including topographical surveys, site plans, soils reports, environmental site assessment reports and engineering reports and the like with respect to the Property in Seller's possession and/or readily obtainable by Seller, including but not limited to the Seller Deliverables.
