Background Know-How Sample Clauses

Background Know-How. The Institute hereby grants to the Licensee Consortium Members a perpetual, non-exclusive, worldwide, paid-up right and license in the License Field, with a right to grant sublicenses, under Background Know-How (i) to make, have made, import, distribute, use, offer for sale and sell products, (ii) to use, practice, offer for sale and sell methods, and (iii) to otherwise exploit Background Know-How. The rights in the Background Know-How will be used by the Licensee Consortium Members only pursuant to, and are subject to the limitations set forth in, the Consortium Member Agreement.
Sample 1
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Background Know-How. 6.1 CCL acknowledges that the CSR Core Staff shall be free to use any know-how or other information or knowledge (not being Core Know-How or EDCAD/Pager Know-How) which is part of their personal knowledge acquired while employed by CCL or in their possession or control at the date of this Agreement together with any records or other materials associated therewith for use by CSR in the course of CSR’s business, and grants CSR a non-exclusive, irrevocable licence to use the same, and in respect of such use, to work under any intellectual property rights which relate thereto, provided that (a) this shall be subject to any obligations existing at the Effective Date which CCL has to any CCL client in respect of any specific information, which are known to that member of staff or shall have been drawn to CSR’s attention; (b) CSR shall not use such know-how or information, knowledge or materials other than for the purpose of creation of products (including bare designs (of products)) and that such products will not incorporate directly the whole or any substantial part of it; (c) CSR shall not disclose any such know-how, information or knowledge which is the result of any CCL project to any third party; and (d) CSR may not use for the Know-How and other materials the subject matter of this clause 6 other than for the purposes of its business plan as approved by the board of CSR from time to time.
Sample 1

Related to Background Know-How

  • Know-How The term “

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you.

  • Background IP As between the Parties, each Party will retain all right, title and interest in and to all of its Background IP.

  • Background Screening VENDOR shall comply with all requirements of Sections 1012.32 and 1012.465, Florida Statutes, and all of its personnel who (1) are to be permitted access to school grounds when students are present, (2) will have direct contact with students, or (3) have access or control of school funds, will successfully complete the background screening required by the referenced statutes and meet the standards established by the statutes. This background screening will be conducted by SBBC in advance of VENDOR or its personnel providing any services under the conditions described in the previous sentence. VENDOR shall bear the cost of acquiring the background screening required by Section 1012.32, Florida Statutes, and any fee imposed by the Florida Department of Law Enforcement to maintain the fingerprints provided with respect to VENDOR and its personnel. The parties agree that the failure of VENDOR to perform any of the duties described in this section shall constitute a material breach of this Agreement entitling SBBC to terminate immediately with no further responsibilities or duties to perform under this Agreement. VENDOR agrees to indemnify and hold harmless SBBC, its officers and employees from any liability in the form of physical or mental injury, death or property damage resulting from VENDOR’s failure to comply with the requirements of this section or with Sections 1012.32 and 1012.465, Florida Statutes.

  • Background Data The Disclosing Party's Background Data, if any, will be identified in a separate technical document.

  • Technical Information The Employer agrees to provide to the Union such information that is available relating to employees in the bargaining unit, as may be required by the Union for collective bargaining purposes.

  • Background Intellectual Property It is possible that one or both Parties may possess rights in background intellectual property, that is, intellectual property not otherwise subject to this Agreement, which would be useful or essential to the practice or commercialization of the results of this Agreement. For example, the RI might own a patent which would be infringed by the SBC when it attempted to commercialize the results of this Agreement unless a license was obtained from the RI. Where the Parties determine that background technology may exist, consideration should be given to negotiating license rights which will allow the practice and commercialization of the results of this Agreement.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Background Investigation The BOARD is prohibited from knowingly employing a person who has been convicted of committing or attempting to commit certain criminal offenses. If the required criminal background investigation is not completed at the time this Contract is signed, and the subsequent investigation report reveals that there has been a prohibited conviction, this Contract shall immediately become null and void.

  • Use of Technology Participants are subject to all existing laws (federal and state) and University regulations and policies on use of technology, including not only those laws and regulations that are specific to computers and networks, but also those that may apply generally to personal conduct such as: • UC Electronic Communications Policy: xxxx://xxx.xxxx.xxx/ucophome/policies/ec/ • UCLA E-mail Policy and Guidelines: xxxx://xxx.xxxxxxxxxxxxx.xxxx.xxx/app/Default.aspx?&id=455 • IT Services Acceptable Use Policy: xxxx://xxx.xxx.xxxx.xxx/policies/aupdetail.html • The UC Policy on Copyright Ownership: xxxx://xxxxxxxxx.xxxxxxxxxxxxxxxxxxxxxx.xxx/resources/copyright-ownership.html • Bruin OnLine Service Level Agreement: xxxx://xxx.xxx.xxxx.xxx/policies/BOL_SLA.pdf Any violation may result in technology related privileges being restricted or revoked and may also result in The University undertaking disciplinary action. If the violation constitutes a criminal offense, appropriate legal action may be taken.

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