Intellectual Property Escrow. Pursuant to the Equipment Purchase Agreement between the parties dated November 19, 2007, Lessee delivered to Lessor's intellectual property counsel the Lessee's intellectual property related to the Equipment as it relates to the AMR sensor products manufactured for the Lessor. Such intellectual property will be delivered to the Lessor upon its notification of such legal counsel (with a copy to the Lessee) that the lease created under Section 2.1 hereof has.expired or terminated.
Intellectual Property Escrow. Promptly following execution of this agreement, but in any event within thirty (30) days following the date of this agreement, Seller/Lessee shall deliver to Buyer/Lessor’s intellectual property counsel at the address noted below the Seller/Lessee’s intellectual property related to the Fixed Assets as it relates to the AMR sensor products manufactured for the Buyer/Lessor by use thereof as set forth in Exhibit B to this agreement. The Seller/Lessee’s intellectual property shall be delivered to: Xxxxxxx X. Xxxxxxxx, Esq. Weingarten, Schurgin, Xxxxxxxx & Lebovici, LLP Xxx Xxxx Xxxxxx Xxxxxx Xxxxxx, XX 00000 Telephone: 000-000-0000 The intellectual property will be delivered to the Buyer/Lessor upon its notification of the above legal counsel (with a copy to the Seller/Lessee) that the lease created under Section 3.1 hereof has expired or terminated.
Intellectual Property Escrow. SRTA and TSI Contractor acknowledge that TSI Contractor and the TSI Contractor Parties that supply software, Source Code, or other Intellectual Property may not wish to deliver the Intellectual Property directly to SRTA, and that TSI Contractor and/or TSI Contractor Parties desire to implement measures to protect such information from public disclosure to the extent permitted under applicable Law. Developer further acknowledges that SRTA nevertheless must be ensured access to such Intellectual Property at any time, and must be assured that the Intellectual Property is released and delivered to SRTA immediately.
Intellectual Property Escrow. 28 ARTICLE 8 - TERMINATION............................................ 29 8.1 Termination................................................ 29 8.2
Intellectual Property Escrow. Premiere agrees that for purposes of ---------------------------- establishing the Software and other Intellectual Property as it exists at the Closing, as referred to in Section 7.1(e), Premiere will place in escrow with an escrow agent acceptable to CMG and Premiere copies of the Software in source code and object code form with documentation and other written materials used in connection therewith as they exist on the Closing Date.
Intellectual Property Escrow. Except as set forth on Section 2.2(j) of the Company Disclosure Statement, the Company has not deposited, nor is obligated to deposit, any item of Company Intellectual Property into any escrow or similar arrangement and the Company is not under any contractual or other obligation to disclose any material proprietary information included in or relating to its products.
Intellectual Property Escrow. Except as set forth in Schedule “J”, the Borrower hereby covenants with the Lender that it has not, and shall not, place any of its Intellectual Property, including, without limitation, any source code (the “Escrowed Intellectual Property”) in escrow, without first ensuring that the beneficiary of such escrow would only be able to use the Escrowed Intellectual Property to update, maintain and internally use such beneficiary’s internal software and not be able to modify such Escrowed Intellectual Property (except as may be reasonably required for internal purposes only) or license, sell, assign, transfer, distribute or otherwise dispose of such Escrowed Intellectual Property.
Intellectual Property Escrow. The Commission and Contractor acknowledge that Contractor and Contractor Parties that supply software, source code, or other Intellectual Property may not wish to deliver the Intellectual Property directly to the Commission, and that Contractor and/or Contractor Parties desire to implement measures to protect such information from public disclosure to the extent permitted under applicable Law. Contractor further acknowledges that the Commission nevertheless must be ensured access to such Intellectual Property including, without limitation, all software source code, system design documentation and deliverables, all Enhancements to such software, documentation and deliverables, instructions to compile all software source code and all other materials and information necessary for the Commission to operate, maintain and modify the software and the System, at any time, and must be assured that the Intellectual Property is usable, released and delivered to the Commission immediately. Therefore, Contractor shall deposit the Intellectual Property with a neutral trustee. Contractor shall (a) select, subject to the Commission’s prior approval, an escrow company or other neutral custodian ("Escrow Agent") engaged in the business of receiving and maintaining escrows in the Cleveland, Ohio area, or in another location the Parties agree to in writing, of Source Code or other Intellectual Property; and (b) establish an escrow (" Intellectual Property Escrow") with the Escrow Agent on terms and conditions substantially similar to the ones attached hereto as Exhibit B (Escrow Agreement) for the deposit, retention and upkeep of such above-described Intellectual Property and related documentation. Intellectual Property Escrow also may include Contractor Parties as parties and may include deposit of their Intellectual Property. Contractor shall be responsible for the fees and costs of the escrow agent and the escrow. Notwithstanding the foregoing, the Commission makes no representation with regard to the confidentiality of any Intellectual Property Escrow. Contractor shall provide the Commission with verification of deposit of the software source code and all Enhancements prior to Final Acceptance.
Intellectual Property Escrow. _.1 Contractor agrees to deposit the Software, Work Product, documentation, and/or other related material(s) with a software escrow agent for the term of the contract. “
Intellectual Property Escrow. (i) The University and the Concessionaire acknowledge that the Concessionaire and its Contractors that supply software, including related modifications, updates, revisions, replacements and upgrades, specifications, plans, drawings, information, documentation and any other intellectual property (including business systems and patents) (collectively, such “Proprietary Intellectual Property”) with respect to the Utility System, may not wish to deliver this Proprietary Intellectual Property directly to the University, as public disclosure could deprive the Concessionaire and/or its Contractors of commercial value. The Concessionaire further acknowledges that the University nevertheless must be given access to such Proprietary Intellectual Property at any time, and that such Proprietary Intellectual Property owned by the Concessionaire shall be released and delivered to the University in either of the following circumstances:
