ASSIGNMENT OF SOFTWARE Sample Clauses

ASSIGNMENT OF SOFTWARE. 2.01 Seller hereby transfers and assigns, subject to Section 2.02, to Buyer all of its worldwide right, title and interest in the Assigned Software, including all copyrights and other intellectual property rights therein, as well as the right to bring actions, at law or in equity for the infringement or other impairment thereof prior to the Closing Date, including the right to receive all proceeds or damages therefrom. Such transfer does not include a transfer of, or license under, any patents; any such license under any such patent being specifically set forth in Exhibit B-2 to the Asset Purchase Agreement. The transfer of the Assigned Software shall be subject to all prior written agreements (or replacement agreements thereof) between Seller, its predecessors (including AT&T Corp. and its Subsidiaries and Lucent Technologies Inc. and its Subsidiaries) or its Related Companies, and one or more third parties that have an effective date prior to the Effective Date of this Agreement, none of which will have a material adverse affect on Buyer's use of the Assigned Software in operation of the ORiNOCO Business as it existed as of the Closing Date. 2.02 Buyer grants to Seller, in consideration for the transfer and assignment of the Assigned Software by Seller to Buyer pursuant to Section 2.01, a personal, nonexclusive, non-transferable (except as provided in Article IX), irrevocable (subject to Article VIII), worldwide, royalty-free license to use, copy and distribute the Assigned Software, and create, use, copy and distribute Derivative Works from the Assigned Software with respect to any products or services of the businesses in which Seller or any of its Related Companies is now or hereafter engaged for any Permitted Use. 2.03 Seller agrees to deliver to Buyer copies of all Code of whatever kind in whatever medium that embody the Assigned Software within 30 days of Closing. To Seller's knowledge, all of the Assigned Software will, at closing, be included in the Principal Equipment transferred to the Buyer or otherwise in the possession of the Transferred Employees. However, Seller agrees to take all steps reasonably requested by Buyer in connection with delivering to Buyer any missing parts of the Assigned Software to the extent such Assigned Software exists within Seller. Buyer agrees that the previous sentence provides Buyer's sole remedy for Seller's failure to deliver the Assigned Software.
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ASSIGNMENT OF SOFTWARE. You have the right to permanently assign all your rights according to the licensing agreement, under the condition you do not retain copies of the SOFTWARE, you assign the SOFTWARE in its entirety (including all components, associated media and printed material, any upgrades, the licensing agreement), together with the diagnostic equipment, and that the receiver accepts the conditions in the licensing agreement. If the SOFTWARE PART is an upgrade the assignment must include all previous versions of the SOFTWARE.
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ASSIGNMENT OF SOFTWARE. ARNA hereby conveys, assigns, transfers and delivers to TRIPBORN, its successors and assigns, to have and to hold forever, the Software (including all intellectual property embodied in the Software, including for the avoidance of doubt all copyrights, inventions, improvements, discoveries, know-how and patents), and TRIPBORN hereby consents to and accepts such contribution, assignment, transfer and delivery of the Software.
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ASSIGNMENT OF SOFTWARE. Not later than 30 days after the Closing Date, Parent, GPX and Sellers shall assign or sublicense to Buyer, in a manner reasonably acceptable to Buyer, any computer software or other Intellectual Property used by any Seller in the course of such Seller's business and shall provide to Buyer any necessary computers or other hardware not now owned by Sellers and necessary for the operations of the businesses of Sellers, which computers or other hardware shall be reasonably acceptable to Buyer. Buyer shall reimburse Parent, GPX or the Sellers for any costs so incurred to provide such items, such costs not to exceed $50,000.
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ASSIGNMENT OF SOFTWARE. Aztec grants to DBSS (or its designee) all ---------------------- right, title and interest in and to the Software and its Enhancements and Documentation. Aztec shall reasonably cooperate with DBSS in securing and perfecting such assignment, including without limitation, executing an assignment of the form specified in Exhibit B. ---------
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ASSIGNMENT OF SOFTWARE. Developer grants to Embarcadero all right, ---------------------- title and interest in and to the Software and its Enhancements and Documentation, be it Developed Software commissioned pursuant to Article 2 or Optioned Software purchased pursuant to Article 3. Developer shall reasonably cooperate with Embarcadero in securing and perfecting such assignment, including without limitation, executing an assignment of the form specified in Exhibit C. ----------
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ASSIGNMENT OF SOFTWARE. Patent Purchase Agreement Exhibit I.................................... Assignment of Common Law Trade and Service Marks Exhibit J....................................
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ASSIGNMENT OF SOFTWARE 
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Related to ASSIGNMENT OF SOFTWARE

  • 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. (b) Where an employee is concerned that they cannot complete assignments and/or their work obligations, it is their responsibility to seek advice and direction from their local supervisor. The local supervisor will then provide direction to the employee, as necessary, on how to complete the assigned duties. This may include instructions on the priorities of the assigned duties.

  • Intellectual Property Assignment The Assignor assigns to the Company, its successors and assigns, for good and sufficient consideration in connection with execution of the Operating Agreement dated DATE , the entire right, title and interest in Intellectual Property and the associated rights and causes of action (as defined below) relating to the Company. Assignor’s continuing membership in the Company is also conditioned on the assignment to the Company of Assignor’s rights in respect of any Intellectual Property created by Assignor during his/her term of membership in the Company.

  • 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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