BNY Mellon IP Sample Clauses

BNY Mellon IP. (1) With respect to BNY Mellon IP that is made available to Voya in connection with the Services, to the extent Voya requires use of such BNY Mellon IP in connection with its receipt of the Services, BNY Mellon hereby grants Voya during the Term a global, royalty-free (other than amounts embedded in the Fees), fully paid up, irrevocable, nonexclusive license for Voya to access, and use such BNY Mellon IP in connection with its receipt of the Designated Services. Except with respect to BNY Mellon’s competitors, such license extends to third parties providing services to Voya to the extent necessary for such services to be provided by such third parties; provided that such third parties are bound by confidentiality obligations and access and use restrictions at least as restrictive as those of Voya under the Agreement. (2) BNY Mellon may change, supplement, or modify the BNY Mellon IP that BNY Mellon uses to provide the Services, provided such change, supplement, or modification shall not adversely impact the Services, and, to the extent such change, supplement or modification results in a Change, such Change shall be processed in accordance with the Change Procedures. (3) With respect to the BNY Mellon IP that is embedded in Deliverables, BNY Mellon hereby grants Voya a global, royalty-free, fully paid up, perpetual, irrevocable, nonexclusive, sublicensable license for Voya to access, use, copy, and maintain such BNY Mellon IP solely as embedded in such Deliverables and solely in connection with Voya’s internal business operations, including Voya’s disclosure to Voya Agents, Governmental Authorities and current and prospective Voya Fund Investors and their advisors. (4) Voya acknowledges for itself and related users that certain information provided by BNY Mellon may be protected by copyrights, trademarks, service marks and/or other intellectual property rights, and as such, agrees that all such information provided is for the sole and exclusive use of Voya. Certain information provided by BNY Mellon is supplied to BNY Mellon pursuant to third party licensing agreements which restrict the use of such information and protect the proprietary rights of the appropriate licensor (“Licensor”) with respect to such information. Therefore, Voya, on behalf of itself and related users, further agrees not to disclose, disseminate, reproduce, redistribute or republish information provided by BNY Mellon in any way without the express written permission of BNY Mellon and ...
Sample 1Sample 2Sample 3See All (15)
AutoNDA by SimpleDocs

Related to BNY Mellon IP

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

  • Joint Technology The Parties agree that, in order to effectuate the provisions of Section 4.4.2, subject to any exclusive licenses granted hereunder, (a) the non-use provisions of this Article 9 shall not apply to each Party’s use of Joint Technology, and (b) each Party may disclose the Joint Technology to Third Parties who are under terms of confidentiality no less strict than those contained in this Agreement.

  • INTELLECTUAL PROPERTY RIGHTS - INVENTION AND PATENT RIGHTS A. General 1. NASA has determined that 51 U.S.C. § 20135(b) does not apply to this Agreement. Therefore, title to inventions made (conceived or first actually reduced to practice) under this Agreement remain with the respective inventing party(ies). No invention or patent rights are exchanged or granted under this Agreement, except as provided herein.

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

  • Trademarks and Logos 3.1 Licensee accepts and recognizes that Licensor is the sole and exclusive owner of the Lightstreamer trademark and logos related to it. 3.2 Licensee has no right in relation to the use of the Lightstreamer distinctive signs, and Licensee cannot remove such Lightstreamer distinctive signs, modify them or use them autonomously.

  • New Technology When new or updated technology is introduced into a workplace, it will be the responsibility of the employer to provide appropriate and, if necessary, ongoing training to the employees directly affected. Such training will include any health and safety implications or information that will enable employees to operate the equipment without discomfort and will help maintain their general well-being.

  • Responsibility for Intellectual Property The Company assumes all liabilities and responsibility in connection with all Intellectual Property, and the obligations of the Company hereunder or under the Notes and the Warrants shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Intellectual Property or its unavailability for any reason.

  • Patents, Trademarks, Copyrights and Licenses All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property rights which are necessary for the operation of its business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all software used by any Borrower, such Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9 hereto.

  • Specially Created Intellectual Property Rights 27.1. All Intellectual Property Rights in Deliverables and and any reports, guidance, specification, instructions, toolkits, plans, data, drawings, databases, patents, patterns, models, designs or other material prepared by or for the Contractor on behalf of the Authority for use, or intended use, in relation to the performance by the Contractor of its obligations under the Framework Agreement belong to the Authority. 27.2. The Contractor assigns to the Authority, with full title guarantee, all Intellectual Property Rights which may subsist in the materials referred to in clause 27.1. This assignation takes effect on the Commencement Date or as an assignation of future rights that will take effect immediately on the coming into existence of the Intellectual Property Rights produced by the Contractor. The Contractor must execute all documentation necessary to effect this assignation.

  • Tradenames The Borrower has no trade names, fictitious names, assumed names or “doing business as” names or other names under which it has done or is doing business.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!