Business Technology Sample Clauses

Business Technology. (a) The Company owns, or is licensed or otherwise possesses the valid right to use, free and clear of all Liens (except Permitted Liens), all of the Company Business Technology. (b) In the twelve (12) months prior to the date of this Agreement, there have been no performance reductions or breakdowns or, to the Company’s Knowledge, logical or physical intrusions to any Company Business Technology or losses of data, and no part of the Company Business Technology has experienced any material disruption, malfunction or error. (c) All material Company Business Technology is maintained and/or repaired by the Company’s own personnel, and the consummation of the Transactions will not materially adversely affect the Company’s capacity to maintain or repair such material Company Business Technology. (d) With respect to Software that is Company Business Technology, no such Software that is owned or licensed to the Company: (i) contains any code designed or intended to disrupt, disable, harm or otherwise impede in any manner the operation of, or provide unauthorized access to, a computer system or network or other device on which such code is stored or installed, or to damage or destroy data or files without the user’s consent; (ii) is subject to the terms of any “open source” or other similar license that provides for the source code of the Software to be disclosed, licensed, publicly distributed or dedicated to the public; or (iii) has been (or is required to be) delivered to an escrow agent or other third Person where such Person has been (or will be) provided a copy or granted access to any source code of such Software. (e) The Company has implemented reasonable industry-standard disaster recovery plans designed to reasonably maintain uninterrupted operation of the Business. (f) The Company has taken reasonable precautions in accordance with good industry practice to preserve the security and integrity of the Company Business Technology. The Company has during the seven (7) years immediately preceding the date hereof taken such steps as are reasonably necessary (including implementing and monitoring compliance with adequate measures with respect to technical, physical and cyber security) to ensure that the Company’s data is reasonably protected against loss and against unauthorized access, use, modification, disclosure or other misuse. (g) In the twelve (12) months prior to the date of this Agreement, to the Company’s Knowledge, there has not been any access, use,...
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Business Technology. (a) To the Company Group's Knowledge, each element of the Business Technology is legally owned by, or lawfully used under an agreement with its owner, or used under a license, giving the necessary rights of use to, the applicable member of the Company Group. (b) Except as set forth in Schedule 4.23(b), in the twelve (12) months prior to the date of this Agreement, there have been no material performance reductions or breakdowns of any logical or physical intrusions to any Business Technology or losses of data, and no part of the Business Technology has been prone to material malfunctions or material errors, the result of which has had (or is having) a Material Adverse Effect. (c) The Company Group has implemented reasonable disaster recovery plans designed to maintain the operation of the Business. (d) The Company Group has taken reasonable precautions in accordance with good industry practice to preserve the security and integrity of the Business Technology. (e) Except as set forth in Schedule 4.23(e), in the twelve (12) months prior to the date of this Agreement, to the Company Group's Knowledge, there has not been any unauthorized access to, use of or modification of any software or data in, or fraud committed by use and abuse of, the Business Technology.
Sample 1
Business Technology. Under all other of its and their right, title and interest in and to the Business Technology, with the sole exception of those licenses listed in Exhibit E as licenses that are not transferred and not sublicensed. The Business Technology is licensed solely to design, develop, manufacture and have manufactured (subject to Section 3.3), sell and maintain Purchaser Products in the Purchaser Field. For the avoidance of doubt, the licenses of the Business Technology hereunder do not include the transfer of any Intellectual Property Rights in or to the Business Technology; such Intellectual Property Rights are either transferred to Purchaser as Transferred Intellectual Property Rights in Section 2.1 above, or are licensed to CCIL in Section 3.1 below, or are licensed to Purchaser in Section 3.2 below. Agilent agrees to deliver to Purchaser and CCIL originals or copies of all documents, software code, and other materials, in whatever form and in whatever medium recorded, necessary in order for Purchase and CCIL to fully exercise and exploit the rights granted to Purchaser and CCIL hereunder with respect to the Business Technology and the Transferred Intellectual Property Rights.
Sample 1
Business Technology. Under all other of its and their right, title and interest in and to the Business Technology, with the sole exception of those licenses listed in Exhibit F1, which are licenses that are not transferred and not sublicensed. The Business Technology is licensed solely to design, develop, manufacture and have manufactured (subject to Section 3.2), sell and maintain Buyer Products in the Buyer Field. For the avoidance of doubt, the licenses of the Business Technology hereunder do not include the transfer of any Intellectual Property Rights in or to the Business Technology that are either transferred to Buyer as Transferred Intellectual Property Rights in Section 2.1 above or are licensed to Buyer elsewhere in this Section 3.1 below. Seller agrees to deliver to Buyer originals or copies of all documents, software code, and other materials, in whatever form and in whatever medium recorded, necessary in order for Buyer to fully exercise and exploit the rights granted to Buyer hereunder with respect to the Business Technology and the Transferred Intellectual Property Rights.
Sample 1

Related to Business Technology

  • Technology Discoveries, innovations, Know-How and inventions, whether patentable or not, including computer software, recognized under U.S. law as intellectual creations to which rights of ownership accrue, including, but not limited to, patents, trade secrets, maskworks and copyrights developed under this Agreement.

  • 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.

  • 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.

  • Third Party Technology The Company makes use of third party technology to collect information required for traffic measurement, research, and analytics. Use of third party technology entails data collection. We therefore would like to inform clients the Company enables third parties to place or read cookies located on the browsers of users entering the Company’s domain. Said third parties may also use web beacons to collect information through advertising located on the Company’s web site. Please note that you may change your browser settings to refuse or disable Local Shared Objects and similar technologies; however, by doing so you may be disabling some of the functionality of Company’s services.

  • 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.

  • 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.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • Patent Rights The State and the U. S. Department of Transportation shall have the royalty free, nonexclusive and irrevocable right to use and to authorize others to use any patents developed by the Engineer under this contract.

  • Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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