Assignment of Deliverables Sample Clauses

Assignment of Deliverables. NeuroPace hereby assigns, and agrees to assign, to Rapport (and/or its designee specified by Rapport in writing), all ownership and right, title and interest in all Deliverables such that Rapport shall enjoy and shall be entitled to exercise all the rights of a sole, exclusive holder in such Deliverables. As set forth above, NeuroPace grants Rapport a royalty-free, worldwide, exclusive, non-transferable license to all Device Data and Derived Metrics in furtherance of the applicable SOW and in the use of all Deliverables provided hereunder for any legitimate Rapport business purpose. NeuroPace shall keep and maintain adequate and current written records of all Deliverables, and such records will be available to and remain the sole property of Rapport at all times. Without limiting the foregoing, all original works of authorship which are made by NeuroPace (solely or jointly with others) within the scope of this Agreement and which are protectable by copyright are “works made for hire”, as that term is defined in the United States Copyright Act. During and after the term of this Agreement, NeuroPace will cooperate fully in obtaining patent and other proprietary protection for any and all Deliverables, all in the name of Rapport (and/or its designee) and at Rapport’s expense, and shall execute and deliver all requested applications, assignments and other documents, and take such other measures as Rapport may reasonably request, in order to perfect and enforce Rapport’s (and/or its designee’s) rights in any and all Deliverables. NeuroPace hereby appoints Rapport as its attorney-in-fact to execute and deliver any such documents on behalf of NeuroPace in the event NeuroPace shall fail to do so.
Sample 1
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Assignment of Deliverables. Save and except for any Domain7 Code, and any Third Party Software, all Deliverables) that is developed, created or acquired (other than from Client) by Domain7 in the course of performing the Agreement will be owned as follows:
Sample 1
Assignment of Deliverables. Signatory may develop work items independent of the Source Package for inclusion into Source Packages or Conformance Tests. If Signatory wish to contribute such independent work to Khronos, Signatory shall provide such independent work to Khronos under the provisions of this Clause 3.2 and if Khronos includes such independent work in Khronos Source then such independent work shall be referred to as “Deliverables”. Signatory expressly acknowledges and agrees that the Deliverables constitute "work made for hire" under Federal copyright laws (17 U.S.C. Sec. 101) and accordingly Xxxxxxx shall own all right, title and interest in the Deliverables and Signatory hereby irrevocably assigns to Khronos all ownership rights and irrevocably waives all other rights (including moral rights) it might have in the Deliverables. Signatory shall, at any time upon request, execute any documentation required by Xxxxxxx to vest exclusive ownership of the Deliverables in Khronos (or its designee).
Sample 1
Assignment of Deliverables. The IBC Entities may assign or transfer their license rights to the Pre-Petition Date Deliverables to the fullest extent such rights have been vested in favor of the IBC Entities in accordance with Section 3.4(a) of the Restructuring Agreement: (i) to any of its Affiliates; and (ii) to any person or entity who succeeds to (by purchase, divestiture, merger, reorganization, consolidation, operation of law or otherwise) all or substantially all of the capital stock, assets or business of the IBC Entities or any Affiliate or any division thereof (the “Assignee”); provided, however, that such Assignee must agree in writing to not market or sublicense the Pre-Effective Date Deliverables to the general public, use the Pre-Effective Date Deliverables to directly compete with Accenture in the outsourcing or consulting business, and otherwise comply with restrictions on use of the Pre-Effective Date Deliverables contained in the Assumed Agreements and the Consulting Agreements (including, without limitation, Sections 4.2,
Sample 1
Assignment of Deliverables. Signatory and its Affiliates may develop work items independent of the Source Package for inclusion into the Conformance Tests. If Signatory and its Affiliates wish to contribute such independent work to Khronos, Signatory shall provide such independent work to Khronos under the provisions of this Clause 4.2 and if Khronos includes such independent work in Khronos Source then such independent work shall be referred to as “Deliverables”. Signatory and its Affiliates expressly acknowledge and agree that the Deliverables constitute "work made for hire" under Federal copyright laws (17 U.S.C. Sec. 101) and accordingly Xxxxxxx shall own all right, title and interest in the Deliverables owned exclusively by Xxxxxxx and, alternatively, hereby irrevocably assigns to Khronos all ownership rights and irrevocably waives all other rights (including moral rights) it might have in the Deliverables. Signatory shall, at any time upon request, execute any documentation required by Xxxxxxx to vest exclusive ownership of the Deliverables in Khronos (or its designee).
Sample 1

Related to Assignment of Deliverables

  • Assignment of Work (a) The parties agree that it is essential to ensure that all employees be advised of their job expectations, duties and responsibilities.

  • Assignment of Warranties Each Schedule is intended to be a true lease and operating lease as defined in Tex. Bus. & Comm. Code Article 2A. Lessor has acquired or will acquire the Assets in connection with this MOLA and hereby agrees to assign to Lessee any warranties provided to Lessor with respect to the Assets during the Term of the applicable Schedule, to the extent the warranties are assignable. Unless Lessor is the manufacturer or is otherwise liable under the Contract, Lessor shall not be liable for damages for any reason for any act or omission of the manufacturer of the Assets. Except as provided in Section 24 (“Remedies”) hereof, Lessee acknowledges that none of the following shall relieve Lessee from the obligations under this MOLA during the Schedule Term unless due to Lessor’s acts or omissions: (i) Lessee’s dissatisfaction with any unit of the Assets, (ii) the failure of an Asset to remain in useful condition for the Schedule Term, or (iii) the loss or right of possession of the Assets (or any part thereof) by Lessee. Lessee shall have no right, title or interest in or to the Assets except the right to use the same upon the terms and conditions herein contained. The Assets shall remain the sole and exclusive personal property of Lessor and not be deemed a fixture whether or not it becomes attached to any real property of Lessee.

  • Assignment Amendments Waiver and Contract Complete 8.1 The Contractor may neither assign nor transfer any rights or obligations under this Agreement without the prior consent of the Authority and a fully executed Assignment Agreement, executed and approved by the same parties who executed and approved this Agreement, or their successors in office. Any attempted assignment without said consent shall be void and of no effect. The Authority may assign or otherwise transfer or dispose of all or a portion of this Agreement in its sole discretion and without the consent of the Contractor. The Contractor shall execute all consents reasonably required to facilitate such assignment or other transfer.

  • Assignment/Subcontracts a. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State.

  • Assignment of Agreement The following conditions must be satisfied in order to effectuate any assignment of this Agreement:

  • Assignment of Contracts On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”).

  • Assignment of Intellectual Property The Executive hereby assigns to the Company or its designees, without further consideration and free and clear of any lien or encumbrance, the Executive’s entire right, title and interest (within the United States and all foreign jurisdictions) to any and all inventions, discoveries, improvements, developments, works of authorship, concepts, ideas, plans, specifications, software, formulas, databases, designees, processes and contributions to Confidential Information created, conceived, developed or reduced to practice by the Executive (alone or with others) during the Term which (i) are related to the Company’s current or anticipated business, activities, products, or services, (ii) result from any work performed by Executive for the Company, or (iii) are created, conceived, developed or reduced to practice with the use of Company property, including any and all Intellectual Property Rights (as defined below) therein (“Work Product”). Any Work Product which falls within the definition of “work made for hire”, as such term is defined in the U.S. Copyright Act, shall be considered a “work made for hire”, the copyright in which vests initially and exclusively in the Company. The Executive waives any rights to be attributed as the author of any Work Product and any “droit morale” (moral rights) in Work Product. The Executive agrees to immediately disclose to the Company all Work Product. For purposes of this Agreement, “Intellectual Property” shall mean any patent, copyright, trademark or service xxxx, trade secret, or any other proprietary rights protection legally available.

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