Background Intellectual Property Rights. All Background Intellectual Property is the separate intellectual property of COMPANY or GTRC, respectively, and is not affected by this Agreement. This Agreement shall not be construed as implying that either Party hereto shall have the right to use Background Intellectual Property of the other in connection with this Agreement, except as otherwise provided.
Background Intellectual Property Rights. Clause 43.1 is replaced by the following provisions:
Background Intellectual Property Rights. By no means shall this Agreement be understood as a transfer of any preexisting intellectual property rights associated to any document, information, knowledge, know-how or other material communicated and liable to be commercially exploited.
Background Intellectual Property Rights. (a) Each of us grants to the other a non-exclusive irrevocable royalty-free licence to use our Background Intellectual Property Rights for the purpose of carrying out the Alliance Activities.
(b) We will make available to all Participants all Records relating to our Background Intellectual Property Rights to the extent necessary to enable that knowledge to be used effectively for the Alliance Activities within 7 Business Days of being requested to by another Participant.
(c) We will not use the Background Intellectual Property Rights of any other Participant for any other purpose than for carrying out the Alliance Activities and the subsequent use of the Alliance Works.
Background Intellectual Property Rights. In respect of Background Intellectual Property Rights, the Consultant grants (in respect of his own Background Intellectual Property Rights) and procures the grant of (in respect of a Consultant’s Personnel's or other third party's Background Intellectual Property Rights) a non-exclusive, perpetual, irrevocable, royalty free licence (including the right to sub-licence) to the Employer and any novated Employer to use the Background Intellectual Property Rights for all purposes, including (without limitation) for the purposes of: • understanding the services; • operating, maintaining, repairing, modifying, altering, enhancing, re- figuring, correcting and replacing the services; • extending, interfacing with, integrating with, connection into and adjusting the services and/or the works of Others; and • enabling London Underground Limited to carry out the operation, maintenance, repair, renewal and enhancement of the Underground Network (where applicable).
Background Intellectual Property Rights. Buyer and Seller will each retain ownership of their respective Background Intellectual Property Rights. Seller hereby grants to Buyer and causes its affiliates and personnel to grant to Buyer, an irrevocable, worldwide, nonexclusive, royalty free, fully paid-up license, with right to sublicense to Buyer’s affiliates, to all Background Intellectual Property Rights to make, have made, use, reproduce, modify, improve, prepare derivative works of, distribute, display, perform, offer to sell, sell and import the goods or services that are the subject of this Contract (the “Limited License”), provided that Buyer or its affiliates will only use this Limited License in the event that (i) Seller breaches or repudiates its obligations by being unable or unwilling to deliver goods or services under this Contract, or (ii) in the event Seller is unable to supply goods or services under this Contract as a result of a force majeure event, but in such event only for the duration of Seller’s inability to supply. In no event will the term of the Limited License extend beyond the expiration date of this Contract.
Background Intellectual Property Rights. In case the Permitted Claims filed by Clariant in the Field are dependent on any Elevance-owned or licensed Intellectual Property rights related to the composition or use of Elevance Product or any process to [***], Elevance agrees to not enforce such Intellectual Property rights against Clariant, its Affiliates or its customers in connection with the production or sale of any Clariant Product in the Field that includes any Elevance Product. [***] Indicates that text has been omitted which is the subject of a confidential treatment request. The text has been separately filed with the Securities and Exchange Commission.
Background Intellectual Property Rights. IITM is the sole owner of all background Intellectual Property.
Background Intellectual Property Rights. Except as otherwise expressly provided by this Agreement, the Background Intellectual Property of each Party is and shall remain the separate intellectual property of the PRIME RECIPIENT or SUBRECIPIENT, as applicable, and is not affected by this Agreement. This Agreement shall not be construed as implying that either Party shall have the right to use the Background Intellectual property of the other Party, except as provided herein.
Background Intellectual Property Rights. All proprietary and intellectual property rights, title and interest including copyright in and to the original and all copies of the Software and the documentation provided by MOBETIZE shall be and remain that of MOBETIZE or its subsidiary as the case may be. Licensee has no proprietary and intellectual property rights, title or interest in or to any of the Software or related documentation except as granted herein and Licensee shall not at any time whether before or after the termination of this Agreement contest or aid others in contesting, or doing anything which otherwise impair the validity of any proprietary and intellectual property rights, title or interest of MOBETIZE in and to the Software or related documentation of MOBETIZE. Each of the parties acknowledges and agrees that any and all rights to Licensee Background Intellectual Property, shall remain the property of Licensee. MOBETIZE shall not at any time whether before or after the termination of this Agreement contest or aid others in contesting, or Software License Agreement EXHIBIT 10.1 MOBETIZE USA Inc. doing anything which otherwise impair the validity of any proprietary and intellectual property rights, title or interest of Licensee in and to any of the Licensee Background Intellectual Property.
