Assistance with Intellectual Property Rights Sample Clauses

Assistance with Intellectual Property Rights. The Company will have the right to file and prosecute, at its expense, all patent applications, whether United States or foreign, on said inventions or discoveries, and Member will execute and deliver any and all documents and to provide any assistance which is necessary or helpful to obtain or maintain any patents, copyrights, trademarks or other proprietary rights.
Sample 1Sample 2Sample 3See All (51)
AutoNDA by SimpleDocs
Assistance with Intellectual Property Rights. Whether before, during or after the commencement of the Agreement, the Customer will take all necessary steps and continue to provide any assistance that Altia reasonably requests in relation to Altia Service(s) Intellectual Property and any improvements, including: The prompt execution of all documents to transfer any interest in the Services Intellectual Property and improvement to Altia; Providing any evidence that is necessary for Altia to obtain full Ownership of the Altia Service(s) Intellectual Property and any improvements; Providing any evidence that will assist Xxxxx in any proceedings including infringement, application and registration proceedings; Not do anything which may conflict with Altia Ownership or protection of the Services Intellectual Property and any improvements; Not use, modify, disclose, reproduce, publish, copy, perform, communicate, exhibit, show, broadcast or adapt the Services Intellectual Property, without the authorisation of Altia. This restriction includes transferring, downloading and/or relocating Intellectual Property from the offices and servers of the Customer without authorisation: Not reverse engineer or decompile the Services Intellectual Property or any improvements; Not threaten, institute, invalidate, challenge or put in dispute the Ownership, use or title of Services Intellectual Property or any improvements; and/or not infringe the Services Intellectual Property, any improvements or otherwise the Pre-existing Intellectual Property of Altia.
Sample 1Sample 2
Assistance with Intellectual Property Rights a) Whether before, during or after the commencement of the Agreement, the Customer will take all necessary steps and continue to provide any assistance that Altia reasonably requests in relation to Altia Service(s) Intellectual Property and any improvements, including: The prompt execution of all documents to transfer any interest in the Services Intellectual Property and improvement to Altia; Providing any evidence that is necessary for Altia to obtain full Ownership of the Altia Service(s) Intellectual Property and any improvements; Providing any evidence that will assist Xxxxx in any proceedings including infringement, application and registration proceedings; Not do anything which may conflict with Altia Ownership or protection of the Services Intellectual Property and any improvements; Not use, modify, disclose, reproduce, publish, copy, perform, communicate, exhibit, show, broadcast or adapt the Services Intellectual Property, without the authorisation of Altia.
Sample 1

Related to Assistance with Intellectual Property Rights

  • Intellectual Property Rights The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

  • Intellectual Property Rights Assignment For no additional compensation, Contractor hereby assigns to City all of Contractor’s rights, title, and interest in and to the content of the Deliverable Materials created by Contractor or its employees, agents, or subcontractors, including copyrights, in connection with the services performed under this Contract. Contractor shall promptly execute and deliver, and shall cause its employees, agents, and subcontractors to promptly execute and deliver, upon request by the City or any of its successors or assigns at any time and without further compensation of any kind, any power of attorney, assignment, application for copyright, patent, trademark or other intellectual property right protection, or other papers or instruments which may be necessary or desirable to fully secure, perfect or otherwise protect to or for the City, its successors and assigns, all right, title and interest in and to the content of the Deliverable Materials. Contractor also shall cooperate and assist in the prosecution of any action or opposition proceeding involving such intellectual property rights and any adjudication of those rights.

  • INTELLECTUAL PROPERTY RIGHTS INDEMNITY (a) Customer shall promptly notify Signify of any third party claim alleging that any of the Products and/or Services supplied to Customer by Signify infringes any third party IPR. Upon such notice, Signify may at its own option and at its own expense either: (i) procure for Customer the right to continue using such Product and/or Services; or (ii) provide a replacement non-infringing product for such Product of equivalent functionality; or (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Services.

  • Intellectual Property Rights and Ownership 5.1. You acknowledge that all Intellectual Property Rights (including any new Intellectual Property Rights) arising out of or in connection with the Access Products and associated Documentation, belong at all times to Us or Our licensors.

Time is Money Join Law Insider Premium to draft better contracts faster.