Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensee that (i) Licensor has the power and authority to enter into and perform the obligations according to the terms of this Agreement and to grant all rights contemplated by this Agreement; (ii) Licensor has no restrictions that would impair its ability to perform its obligations under the Agreement and has not and will not enter into any agreement that would prevent it from performing or would violate any of obligations hereunder; (iii) Licensor is the author and creator of the Licensed Product or has obtained and currently holds valid and sufficient rights, including the rights under all patents, trademarks, trade names, inventions, copyrights, know-how, trade secrets, and other third party proprietary rights, to license the rights granted to Licensee herein; (iv) the Licensed Product does not and shall not infringe upon, violate, or constitute misappropriation of any copyright, trademark, trade secret, right of publicity, right of privacy, moral rights, or any other proprietary rights of any third party, and no third party patent rights, trademark rights, or other intellectual property rights that would be infringed by any act contemplated by this Agreement; (v) no claims, allegations, or notifications from any third party, or any entity from which Licensor has obtained rights, have been made that the Licensed Product violates or infringes any copyright, trade secret, patent, trademark, or any other intellectual property right of any third party; (vi) the Licensed Product and the distribution thereof shall comply with all applicable federal, state, and local laws and regulations; (vii) the Licensed Software will perform in all material respects to the Licensed Product’s specifications, (viii) the Licensed Software does not contain any viruses or other computer programming routines or defects that are intended to damage, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free and clear of all liens, encumbrances, and claims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) the License Software and the delivery thereof will be free from any error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair the performance, output or accuracy of Licensee’s service or products, and (xi) Licensor has the facilities, experience and expertise necessary to perform all of the services provided for in this Agreement, and shall perform the services in accordance with the highest professional and industry standards and this Agreement, in timely manner using qualified personnel.
Appears in 2 contracts
Samples: Software Licensing Agreement, Software Licensing Agreement (Uneeqo, Inc.)
Representations and Warranties of Licensor. Licensor hereby Licensor, on behalf of itself and its Affiliates, represents and warrants that, as of the Effective Date: (a) it has all requisite legal right, power, and authority to Licensee that execute and deliver all documents required to be executed (iincluding this Agreement), and to perform all of its obligations under and grant all rights in accordance with this Agreement; (b) it has good and marketable title to the Patents (including, without limitation, all right, title, and interest in the Patents and the right to xxx for past, present and future infringements thereof); Licensor has the power legal right to grant the Patent License set forth in Section 1.2 to RPX, and, subject to confidentiality provisions (if applicable), it has provided to RPX accurate and authority to enter into and perform the obligations according complete copies of all agreements under which it obtained by assignment or otherwise such title to the terms Patents; (c) the Patents are not subject to any licenses, covenants not to xxx, liens, security interests, or other encumbrances that would impair the rights granted hereunder, and, to the best of Licensor’s knowledge, except for the Patent License granted in Section 1 of this Agreement and any licenses, covenants not to grant all rights contemplated by this Agreementxxx, liens, security interests, settlement agreements or other encumbrances identified in Exhibit F attached hereto, the Patents are not subject to any licenses, covenants not to xxx, liens, security interests, or other encumbrances; (iid) Licensor to the best of Licensor’s knowledge, the inventions and discoveries described in the Patents were made solely by the inventor(s) named in the Patents, without misappropriation of any trade secrets, confidential information, or other rights of any person, and no other party has no restrictions that would impair its ability any rights with respect to perform its obligations under any such inventions or to the Agreement Patents; (e) all maintenance fees, annuities and other payments owed to the PTO or any foreign patent office in connection with the Patents have been timely paid and are current as of the Effective Date; (f) it has not entered and will shall not enter into any agreement that would prevent it from performing materially impair or would violate any of conflict with its obligations hereunder; (iiig) (i) except for the Patent License granted in Section 1 of this Agreement, and except for the encumbrances set forth on Exhibit F attached hereto, no other Entity has any license or similar rights with respect to the Patents or any such inventions or discoveries described in the Patents; and (ii) there has been no previous sale, transfer, assignment or other grant of rights under the Patents or any other agreement by Licensor is that affects, in any manner, title to, or RPX’s or any RPX Licensee’s enjoyment of, the author and creator Patents or the underlying inventions, including, but not limited to, an assignment of full or partial rights in or to one or more of the Licensed Product Patents, an exclusive license to one or has obtained and currently holds valid and sufficient rightsmore of the Patents, including the rights under all patents, trademarks, trade names, inventions, copyrights, know-how, trade secrets, and other third party proprietary rights, or a right or option to license the rights granted to Licensee hereinobtain an exclusive license; (ivh) the Licensed Product performance of this Agreement does not and shall will not infringe upon, violate, conflict with or constitute misappropriation result in a breach of any copyrightagreement to which it is bound; (i) other than the Licensor Litigations, trademark, trade secret, right of publicity, right of privacy, moral rights, or any other proprietary rights of the Patents have not been asserted against any third party, and no in a licensing, litigation or other context, in a manner in which the third party patent rights(i) has been accused of infringing the Patents or (ii) has standing to bring a declaratory judgment action; [*] CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. A-5 (j) other than as related to the Licensor Litigations, trademark rightsthe Patents are not and have not been the subject of any pending or past litigation, or to the knowledge of Licensor following reasonable due diligence and investigation, any reexamination, reissue or interference proceeding, or other intellectual property rights that would be infringed by inter partes legal proceeding before any act contemplated by this Agreementtribunal of competent jurisdiction; (vk) no claimspatent claim in the Patents has been adjudicated to be invalid or unenforceable, allegationsin whole or in part, for any reason, in any administrative, arbitration, or notifications judicial proceeding before a tribunal of competent jurisdiction, and Licensor has not received notice from any third partyparty threatening the filing of any such proceeding except for any notice from any Licensor Defendant in connection with a Licensor Litigation; (l) to the best of Licensor’s knowledge, other than as asserted in affirmative defenses, counterclaims, or otherwise related to the Licensor Litigations, none of the inventors of the Patents nor their counsel: (i) intentionally failed to disclose any entity material, non-cumulative prior art references to the PTO or any foreign patent offices requiring such disclosure in connection with the prosecution of any Patents; (ii) made any material misstatements or misrepresentations to the PTO or any foreign patent offices in connection with the prosecution of any of the Patents; or (iii) engaged in any act or omission inconsistent with the duty of candor owed to the PTO or to any foreign patent offices; (m) Licensor does not own any right, title or interest in, or have exclusive license rights under, any patents or patent applications other than the Patents. To the extent that on the Effective Date, Licensor owns any right, title or interest in, or has exclusive license rights under, any patents or patent applications that are not expressly listed on Exhibit B, their omission from which Exhibit B was inadvertent and such patents and patent applications were intended to be, and shall be treated as if they were, included on Exhibit B; and (n) other than as asserted in affirmative defenses, counterclaims, or otherwise in the Licensor has obtained rightsLitigations, have been made there is no pending or, to the knowledge of Licensor, threatened claim that the Licensed Product violates or practice of the inventions described in the Patents infringes any copyright, trade secret, patent, trademark, patents or any other intellectual property right patent applications of any third party; (vi) party and, to the Licensed Product knowledge of Licensor, there is no basis for any such claim. 2.2 Representations and the distribution thereof shall comply with Warranties of RPX. RPX represents and warrants that it has all applicable federalrequisite legal right, statepower, and local laws and regulations; (vii) the Licensed Software will perform in all material respects authority to the Licensed Product’s specificationsexecute, (viii) the Licensed Software does not contain any viruses or other computer programming routines or defects that are intended to damage, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free and clear of all liens, encumbrancesdeliver, and claims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) the License Software and the delivery thereof will be free from any error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair the performance, output or accuracy of Licensee’s service or products, and (xi) Licensor has the facilities, experience and expertise necessary to perform all of the services provided for in this Agreement, and shall perform the services in accordance with the highest professional and industry standards and this Agreement, in timely manner using qualified personnel. Section 3.
Appears in 1 contract
Representations and Warranties of Licensor. Licensor hereby Licensor, on behalf of itself and its Affiliates, represents and warrants that, as of the Effective Date: (a) it has all requisite legal right, power, and authority to Licensee that execute and deliver all documents required to be executed (iincluding this Agreement), and to perform all of its obligations under and grant all rights in accordance with this Agreement; (b) it has good and marketable title to the Patents (including, without limitation, all right, title, and interest in the Patents and the right to xxx for past, present and future infringements thereof); Licensor has the power legal right to grant the Patent License set forth in Section 1.2 to RPX, and, subject to confidentiality provisions (if applicable), it has provided to RPX accurate and authority to enter into and perform the obligations according complete copies of all agreements under which it obtained by assignment or otherwise such title to the terms Patents; (c) the Patents are not subject to any licenses, covenants not to xxx, liens, security interests, or other encumbrances that would impair the rights granted hereunder, and, to the best of Licensor’s knowledge, except for the Patent License granted in Section 1 of this Agreement and any licenses, covenants not to grant all rights contemplated by this Agreementxxx, liens, security interests, settlement agreements or other encumbrances identified in Exhibit F attached hereto, the Patents are not subject to any licenses, covenants not to xxx, liens, security interests, or other encumbrances; (iid) Licensor to the best of Licensor’s knowledge, the inventions and discoveries described in the Patents were made solely by the inventor(s) named in the Patents, without misappropriation of any trade secrets, confidential information, or other rights of any person, and no other party has no restrictions that would impair its ability any rights with respect to perform its obligations under any such inventions or to the Agreement Patents; (e) all maintenance fees, annuities and other payments owed to the PTO or any foreign patent office in connection with the Patents have been timely paid and are current as of the Effective Date; (f) it has not entered and will shall not enter into any agreement that would prevent it from performing materially impair or would violate any of conflict with its obligations hereunder; (iiig) (i) except for the Patent License granted in Section 1 of this Agreement, and except for the encumbrances set forth on Exhibit F attached hereto, no other Entity has any license or similar rights with respect to the Patents or any such inventions or discoveries described in the Patents; and there has been no previous sale, transfer, assignment or other grant of rights under the Patents or any other agreement by Licensor is that affects, in any manner, title to, or RPX’s or any RPX Licensee’s enjoyment of, the author and creator Patents or the underlying inventions, including, but not limited to, an assignment of full or partial rights in or to one or more of the Licensed Product Patents, an exclusive license to one or has obtained and currently holds valid and sufficient rightsmore of the Patents, including the rights under all patents, trademarks, trade names, inventions, copyrights, know-how, trade secrets, and other third party proprietary rights, or a right or option to license the rights granted to Licensee hereinobtain an exclusive license; (ivh) the Licensed Product performance of this Agreement does not and shall will not infringe upon, violate, conflict with or constitute misappropriation result in a breach of any copyrightagreement to which it is bound; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (i) other than the Licensor Litigations, trademark, trade secret, right of publicity, right of privacy, moral rights, or any other proprietary rights of the Patents have not been asserted against any third party, and no in a licensing, litigation or other context, in a manner in which the third party patent rights(i) has been accused of infringing the Patents or (ii) has standing to bring a declaratory judgment action; (j) other than as related to the Licensor Litigations, trademark rightsthe Patents are not and have not been the subject of any pending or past litigation, or to the knowledge of Licensor following reasonable due diligence and investigation, any reexamination, reissue or interference proceeding, or other intellectual property rights that would be infringed by inter partes legal proceeding before any act contemplated by this Agreementtribunal of competent jurisdiction; (vk) no claimspatent claim in the Patents has been adjudicated to be invalid or unenforceable, allegationsin whole or in part, for any reason, in any administrative, arbitration, or notifications judicial proceeding before a tribunal of competent jurisdiction, and Licensor has not received notice from any third partyparty threatening the filing of any such proceeding except for any notice from any Licensor Defendant in connection with a Licensor Litigation; (l) to the best of Licensor’s knowledge, other than as asserted in affirmative defenses, counterclaims, or otherwise related to the Licensor Litigations, none of the inventors of the Patents nor their counsel: (i) intentionally failed to disclose any entity material, non-cumulative prior art references to the PTO or any foreign patent offices requiring such disclosure in connection with the prosecution of any Patents; (ii) made any material misstatements or misrepresentations to the PTO or any foreign patent offices in connection with the prosecution of any of the Patents; or (iii) engaged in any act or omission inconsistent with the duty of candor owed to the PTO or to any foreign patent offices; (m) Licensor does not own any right, title or interest in, or have exclusive license rights under, any patents or patent applications other than the Patents. To the extent that on the Effective Date, Licensor owns any right, title or interest in, or has exclusive license rights under, any patents or patent applications that are not expressly listed on Exhibit B, their omission from which Exhibit B was inadvertent and such patents and patent applications were intended to be, and shall be treated as if they were, included on Exhibit B; and (n) other than as asserted in affirmative defenses, counterclaims, or otherwise in the Licensor has obtained rightsLitigations, have been made there is no pending or, to the knowledge of Licensor, threatened claim that the Licensed Product violates or practice of the inventions described in the Patents infringes any copyright, trade secret, patent, trademark, patents or any other intellectual property right patent applications of any third party; (vi) party and, to the Licensed Product knowledge of Licensor, there is no basis for any such claim. 2.2 Representations and the distribution thereof shall comply with Warranties of RPX. RPX represents and warrants that it has all applicable federalrequisite legal right, statepower, and local laws and regulations; (vii) the Licensed Software will perform in all material respects authority to the Licensed Product’s specificationsexecute, (viii) the Licensed Software does not contain any viruses or other computer programming routines or defects that are intended to damage, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free and clear of all liens, encumbrancesdeliver, and claims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) the License Software and the delivery thereof will be free from any error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair the performance, output or accuracy of Licensee’s service or products, and (xi) Licensor has the facilities, experience and expertise necessary to perform all of the services provided for in this Agreement, and shall perform the services in accordance with the highest professional and industry standards and this Agreement, in timely manner using qualified personnel. Section 3.
Appears in 1 contract
Representations and Warranties of Licensor. Licensor hereby Licensor, on behalf of itself and its Affiliates, represents and warrants that, as of the Effective Date: (a) it has all requisite legal right, power, and authority to Licensee that execute and deliver all documents required to be executed (iincluding this Agreement), and to perform all of its obligations under and grant all rights in accordance with this Agreement; (b) it has good and marketable title to the Patents (including, without limitation, all right, title, and interest in the Patents and the right to xxx for past, present and future infringements thereof); Licensor has the power legal right to grant the Patent License set forth in Section 1.2 to RPX, and, subject to confidentiality provisions (if applicable), it has provided to RPX accurate and authority to enter into and perform the obligations according complete copies of all agreements under which it obtained by assignment or otherwise such title to the terms Patents; (c) the Patents are not subject to any licenses, covenants not to xxx, liens, security interests, or other encumbrances that would impair the rights granted hereunder, and, to the best of Licensor’s knowledge, except for the Patent License granted in Section 1 of this Agreement and any licenses, covenants not to grant all rights contemplated by this Agreementxxx, liens, security interests, settlement agreements or other encumbrances identified in Exhibit F attached hereto, the Patents are not subject to any licenses, covenants not to xxx, liens, security interests, or other encumbrances; (iid) Licensor to the best of Licensor’s knowledge, the inventions and discoveries described in the Patents were made solely by the inventor(s) named in the Patents, without misappropriation of any trade secrets, confidential information, or other rights of any person, and no other party has no restrictions that would impair its ability any rights with respect to perform its obligations under any such inventions or to the Agreement Patents; (e) all maintenance fees, annuities and other payments owed to the PTO or any foreign patent office in connection with the Patents have been timely paid and are current as of the Effective Date; (f) it has not entered and will shall not enter into any agreement that would prevent it from performing materially impair or would violate any of conflict with its obligations hereunder; (iiig) (i) except for the Patent License granted in Section 1 of this Agreement, and except for the encumbrances set forth on Exhibit F attached hereto, no other Entity has any license or similar rights with respect to the Patents or any such inventions or discoveries described in the Patents; and (ii) there has been no previous sale, transfer, assignment or other grant of rights under the Patents or any other agreement by Licensor is that affects, in any manner, title to, or RPX’s or any RPX Licensee’s enjoyment of, the author and creator Patents or the underlying inventions, including, but not limited to, an assignment of full or partial rights in or to one or more of the Licensed Product Patents, an exclusive license to one or has obtained and currently holds valid and sufficient rightsmore of the Patents, including the rights under all patents, trademarks, trade names, inventions, copyrights, knowor a right or option to obtain an exclusive license; [*] CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-how, trade secrets, and other third party proprietary rights, to license the rights granted to Licensee herein; PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. B-5 (ivh) the Licensed Product performance of this Agreement does not and shall will not infringe upon, violate, conflict with or constitute misappropriation result in a breach of any copyrightagreement to which it is bound; (i) other than the Licensor Litigations, trademark, trade secret, right of publicity, right of privacy, moral rights, or any other proprietary rights of the Patents have not been asserted against any third party, and no in a licensing, litigation or other context, in a manner in which the third party patent rights(i) has been accused of infringing the Patents or (ii) has standing to bring a declaratory judgment action; (j) other than as related to the Licensor Litigations, trademark rightsthe Patents are not and have not been the subject of any pending or past litigation, or to the knowledge of Licensor following reasonable due diligence and investigation, any reexamination, reissue or interference proceeding, or other intellectual property rights that would be infringed by inter partes legal proceeding before any act contemplated by this Agreementtribunal of competent jurisdiction; (vk) no claimspatent claim in the Patents has been adjudicated to be invalid or unenforceable, allegationsin whole or in part, for any reason, in any administrative, arbitration, or notifications judicial proceeding before a tribunal of competent jurisdiction, and Licensor has not received notice from any third partyparty threatening the filing of any such proceeding except for any notice from any Licensor Defendant in connection with a Licensor Litigation; (l) to the best of Licensor’s knowledge, other than as asserted in affirmative defenses, counterclaims, or otherwise related to the Licensor Litigations, none of the inventors of the Patents nor their counsel: (i) intentionally failed to disclose any entity material, non-cumulative prior art references to the PTO or any foreign patent offices requiring such disclosure in connection with the prosecution of any Patents; (ii) made any material misstatements or misrepresentations to the PTO or any foreign patent offices in connection with the prosecution of any of the Patents; or (iii) engaged in any act or omission inconsistent with the duty of candor owed to the PTO or to any foreign patent offices; (m) Licensor does not own any right, title or interest in, or have exclusive license rights under, any patents or patent applications other than the Patents. To the extent that on the Effective Date, Licensor owns any right, title or interest in, or has exclusive license rights under, any patents or patent applications that are not expressly listed on Exhibit B, their omission from which Exhibit B was inadvertent and such patents and patent applications were intended to be, and shall be treated as if they were, included on Exhibit B; and (n) other than as asserted in affirmative defenses, counterclaims, or otherwise in the Licensor has obtained rightsLitigations, have been made there is no pending or, to the knowledge of Licensor, threatened claim that the Licensed Product violates or practice of the inventions described in the Patents infringes any copyright, trade secret, patent, trademark, patents or any other intellectual property right patent applications of any third party; (vi) party and, to the Licensed Product knowledge of Licensor, there is no basis for any such claim. 2.2 Representations and the distribution thereof shall comply with Warranties of RPX. RPX represents and warrants that it has all applicable federalrequisite legal right, statepower, and local laws and regulations; (vii) the Licensed Software will perform in all material respects authority to the Licensed Product’s specificationsexecute, (viii) the Licensed Software does not contain any viruses or other computer programming routines or defects that are intended to damage, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free and clear of all liens, encumbrancesdeliver, and claims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) the License Software and the delivery thereof will be free from any error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair the performance, output or accuracy of Licensee’s service or products, and (xi) Licensor has the facilities, experience and expertise necessary to perform all of the services provided for in this Agreement, and shall perform the services in accordance with the highest professional and industry standards and this Agreement, in timely manner using qualified personnel. Section 3.
Appears in 1 contract
Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensee that (i) Licensor is the sole owner of the right, title and interest in and to the Compound and the Property (ii) Licensor is entitled to grant the licenses contemplated hereunder to Licensee, (iii) the Property does not constitute an infringement of any existing intellectual property rights when used on the Products; (iv) the Compound is suitable for the purposes for which it will be used by Licensee; (v) the Compound as delivered by Licensor to Licensee will be free of defects, will be manufactured in accordance with good manufacturing practices and conform to the description of the Compound ordered by Licensee; (vi) the Compound as delivered by Licensor to Licensee shall continue to be the same qualitative and quantitative formula as the Compound tested in any clinical studies; (vii) Licensor has the power full power, capacity and authority right to enter into this Agreement, including, but not limited to, the ability and perform wherewithal to provide for the obligations according to manufacture of the terms of this Agreement Compound in compliance with the quality and to grant all rights quantity standards contemplated by this Agreement; (iiviii) Licensor has no restrictions that would impair its ability to perform its obligations under not licensed the Agreement and has not and will not enter into Compound or Property or any agreement that would prevent it from performing or would violate aspect thereof in any of obligations manner inconsistent with the licenses granted hereunder; (iiiix) Licensor is shall convey good, clear and unencumbered title to the author and creator of the Licensed Product or has obtained and currently holds valid and sufficient rights, including the rights under all patents, trademarks, trade names, inventions, copyrights, know-how, trade secrets, and other third party proprietary rights, to license the rights granted to Licensee hereinCompound supplied; (ivx) Licensor has not granted any rights relating to the Licensed Product does not Compound or the Property to any other person or entity in the Authorized Channels of Trade in the Territories for the Purposes for which Licensor has granted Licensee exclusive rights; (xi) neither the execution and shall not infringe upondelivery of this Agreement nor compliance with the obligations of Licensor hereunder, violatewill violate any law or regulation, or any order or decrees of any court or government instrumentality, or will conflict with, or result in the breach of, or constitute misappropriation of a default under, any copyrightcontract, trademarkagreement, trade secretinstrument or judgment to which Licensor is a party; and (xii) no action, right of publicityapproval or consent, right of privacyincluding but not limited to, moral rightsany action, approval or any other proprietary rights of any third party, and no third party patent rights, trademark rights, or other intellectual property rights that would be infringed consent by any act contemplated by this Agreement; (v) no claims, allegations, or notifications from any third party, or any entity from which Licensor has obtained rights, have been made that the Licensed Product violates or infringes any copyright, trade secret, patent, trademark, or any other intellectual property right of any third party; (vi) the Licensed Product and the distribution thereof shall comply with all applicable United States federal, state, and local laws and regulations; (vii) the Licensed Software will perform in all material respects to the Licensed Product’s specifications, (viii) the Licensed Software does not contain any viruses municipal or other computer programming routines governmental agency, commission, board, bureau or defects that are intended instrumentality is necessary in order to damageconstitute this Agreement as a valid, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free binding and clear enforceable obligation of all liens, encumbrances, and claims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) the License Software and the delivery thereof will be free from any error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair the performance, output or accuracy of Licensee’s service or products, and (xi) Licensor has the facilities, experience and expertise necessary to perform all of the services provided for in this Agreement, and shall perform the services in accordance with the highest professional and industry standards and this Agreement, in timely manner using qualified personnelits terms.
Appears in 1 contract
Samples: License and Product Supply Agreement (Schiff Nutrition International, Inc.)
Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensee that (i) Licensor has the power and authority to enter into and perform the obligations according to the terms of this Agreement and to grant all rights contemplated by this Agreement; (ii) Licensor has no restrictions that would impair its ability to perform its obligations under the Agreement and has not and will not enter into any agreement that would prevent it from performing or would violate any of obligations hereunder; (iii) Licensor is the author and creator of the Licensed Product or has obtained and currently holds valid and sufficient rights, including the rights under all patents, trademarks, trade names, inventions, copyrights, know-how, trade secrets, and other third party proprietary rights, to license the rights granted to Licensee herein; (iv) the Licensed Product does not and shall not infringe upon, violate, or constitute misappropriation of any copyright, trademark, trade secret, right of publicity, right of privacy, moral rights, or any other proprietary rights of any third party, and no third party patent rights, trademark rights, or other intellectual property rights that would be infringed by any act contemplated by this Agreement; (v) no claims, allegations, or notifications from any third party, or any entity from which Licensor has obtained rights, have been made that the Licensed Product violates or infringes any copyright, trade secret, patent, trademark, or any other intellectual property right of any third party; (vi) the Licensed Product and the distribution thereof shall comply with all applicable federal, state, and local laws and regulations; (vii) the Licensed Software will perform in all material respects to the Licensed Product’s specifications, (viii) the Licensed Software does not contain any viruses or other computer programming routines or defects that are intended to damage, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free and clear of all liens, encumbrances, and claims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) the License Software and the delivery thereof will be free from any error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair the performance, output or accuracy of Licensee’s service or products, and (xi) Licensor has the facilities, experience and expertise necessary to perform all of the services provided for in this Agreement, and shall perform the services in accordance with the highest professional and industry standards and this Agreement, in timely manner using qualified personnel.. b.
Appears in 1 contract
Samples: Software Licensing Agreement
Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensee that (i) Licensor has or its affiliates are the power sole owners of the Licensed Xxxx in the Territory and authority the Licensor possesses sufficient powers and rights to enter into grant the rights and perform the obligations according license granted to the terms of this Agreement and to grant all rights contemplated by this AgreementLicensee herein; (ii) Licensor has no restrictions that would impair its ability to perform its obligations under the Agreement and has best of Licensor’s knowledge, there are not and will not enter into any agreement that would prevent it from performing adverse or would violate concurrent rights of any third party with respect to the use of obligations hereunderthe Licensed Xxxx in the Territory; (iii) Licensor is to the author and creator best of Licensor’s knowledge, Licensee may use the Licensed Product or has obtained Xxxx in accordance with this Trademark License Agreement and currently holds valid and sufficient rightsthe License Agreement in the Territory, including the without breaching any rights under all patents, trademarks, trade names, inventions, copyrights, know-how, trade secrets, and other third party proprietary rights, to license the rights granted to Licensee herein; (iv) the Licensed Product does not and shall not infringe upon, violate, or constitute misappropriation of any copyright, trademark, trade secret, right of publicity, right of privacy, moral rights, or any other proprietary rights of any third party, and no third party patent rights, trademark rights, or other intellectual property rights that would be infringed by any act contemplated by this Agreement; (v) no claims, allegations, or notifications from any third party, or any entity from which Licensor has obtained rights, have been made that the Licensed Product violates or infringes any copyright, trade secret, patent, trademark, or any other intellectual property right of any third party; (iv) Licensee may advertise the Licensed Xxxx on the Products in the Territory without thereby infringing any rights of any third party; (v) Licensor is duly authorized to execute and deliver this Trademark License Agreement and to perform its obligations hereunder, and the person or persons executing this Trademark License Agreement on its behalf has been duly authorized to do so by all requisite [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. corporate action; (vi) Licensor is aware of no action, suit or inquiry or investigation instituted by or before any court or governmental agency which questions or threatens the validity of this Trademark License Agreement or the Licensed Product Xxxx; and the distribution thereof shall comply with all applicable federal, state, and local laws and regulations; (vii) Licensor shall not take (or cause any other person to take) any action which will conflict with, contravene or otherwise limit or restrict the Licensed Software will perform in all material respects to the Licensed Product’s specifications, (viii) the Licensed Software does not contain any viruses or other computer programming routines or defects that are intended to damage, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free and clear of all liens, encumbrances, and claims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) the License Software and the delivery thereof will be free from any error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair the performance, output or accuracy of Licensee’s service or products, and (xi) Licensor has the facilities, experience and expertise necessary to perform all rights of the services Licensee hereunder or the right of the Licensee to enjoy the benefits of this Trademark License Agreement (other than as expressly provided for in this Agreement, and shall perform the services in accordance with the highest professional and industry standards and this Agreement, in timely manner using qualified personnelherein).
Appears in 1 contract
Samples: Trademark License Agreement (Jazz Pharmaceuticals Inc)
Representations and Warranties of Licensor. Licensor hereby represents and warrants to Licensee that (i) Licensor is the sole owner of the right, title and interest in and to the Compound and the Property (ii) Licensor is entitled to grant the licenses contemplated hereunder to Licensee, (iii) the Property does not constitute an infringement of any existing intellectual property rights when used on the Products; (iv) the Compound is suitable for the purposes for which it will be used by Licensee; (v) the Compound as delivered by Licensor to Licensee will be free of defects, will be manufactured in accordance with good manufacturing practices and conform to the Specifications; (vi) the Compound as delivered by Licensor to Licensee shall continue to be the same qualitative and quantitative formula as the Compound tested in any clinical studies conducted by or at the direction of Licensor as of the Effective Date; (vii) Licensor has the power full power, capacity and authority right to enter into this Agreement, including, but not limited to, the ability and perform wherewithal to provide for the obligations according to manufacture of the terms of this Agreement Compound in compliance with the quality and to grant all rights quantity standards contemplated by this Agreement; (iiviii) Licensor has no restrictions that would impair its ability to perform its obligations under not licensed the Agreement and has not and will not enter into Compound or Property or any agreement that would prevent it from performing or would violate aspect thereof in any of obligations manner inconsistent with the licenses granted hereunder; (iiiix) Licensor is shall convey good, clear and unencumbered title to the author and creator of the Licensed Product or has obtained and currently holds valid and sufficient rights, including the rights under all patents, trademarks, trade names, inventions, copyrights, know-how, trade secrets, and other third party proprietary rights, to license the rights granted to Licensee hereinCompound supplied; (ivx) neither the Licensed Product does not execution and shall not infringe upondelivery of this Agreement nor compliance with the obligations of Licensor hereunder, violatewill violate any law or regulation, or any order or decrees of any court or government instrumentality, or will conflict with, or result in the breach of, or constitute misappropriation of a default under, any copyrightcontract, trademarkagreement, trade secretinstrument or judgment to which Licensor is a party; and (xi) no action, right of publicityapproval or consent, right of privacyincluding but not limited to, moral rightsany action, approval or any other proprietary rights of any third party, and no third party patent rights, trademark rights, or other intellectual property rights that would be infringed consent by any act contemplated by this Agreement; (v) no claims, allegations, or notifications from any third party, or any entity from which Licensor has obtained rights, have been made that the Licensed Product violates or infringes any copyright, trade secret, patent, trademark, or any other intellectual property right of any third party; (vi) the Licensed Product and the distribution thereof shall comply with all applicable United States federal, state, and local laws and regulations; (vii) the Licensed Software will perform in all material respects to the Licensed Product’s specifications, (viii) the Licensed Software does not contain any viruses municipal or other computer programming routines governmental agency, commission, board, bureau or defects that are intended instrumentality is necessary in order to damageconstitute this Agreement as a valid, detrimentally interfere with or expropriate any system, data, or information; (ix) the Licensed Product shall be free binding and clear enforceable obligation of all liens, encumbrances, and claims or demands of third parties and in all material respects, free from defects, errors, and malfunctions; and (x) the License Software and the delivery thereof will be free from any error(s) or defect(s) relating to date data (including leap year calculations), will not generate any invalid and/or incorrect date-related and will not impair the performance, output or accuracy of Licensee’s service or products, and (xi) Licensor has the facilities, experience and expertise necessary to perform all of the services provided for in this Agreement, and shall perform the services in accordance with the highest professional and industry standards and this Agreement, in timely manner using qualified personnelits terms.
Appears in 1 contract
Samples: License and Product Supply Agreement (Schiff Nutrition International, Inc.)
