Client Intellectual Property. All Intellectual Property Rights subsisting in or relation to Client Assets, Client Information, Client Systems, Materials and the BPA Service Delivery Model (collectively, the "Client Intellectual Property") shall (as between the parties) belong to and be vested in BPA or the relevant BPA Affiliate or their respective licensors as appropriate.
Client Intellectual Property. Client Material will remain the property of Client. Client grants Valassis and its licensors and agents a limited, perpetual, irrevocable, world-wide, nonexclusive, royalty-free license to use, reproduce, electronically distribute, display, process and create derivative works from Client Material for the purpose of providing the Services to Client and to test, improve, augment and enhance the Services and other Valassis products and services, provided that such usage does not disclose personal data or identify Client. Client represents and warrants that it owns or possesses all right, title and interest in and to the Client Material as provided by Client, and has the right to grant the foregoing license to Valassis. Client further represents, warrants and covenants that Client Material provided to Valassis electronically shall not contain any worms, Trojan horses, viruses, trap doors or similar issues. Client shall indemnify Valassis for any and all claims, suits, judgments, proceedings, losses, damages, fines, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to any breach by Client of this section.
Client Intellectual Property. (a) For purposes of this Agreement, "CLIENT Intellectual Property" shall mean all software or other intellectual property (including any writings, discoveries, inventions or other materials covered by any rights of copyright, trademark or patent or any rights similar thereto, whether registered or unregistered, or otherwise protectible as trade secret, proprietary or confidential information) owned or developed by, or otherwise proprietary to, CLIENT. CLIENT Intellectual Property shall also include all programs and documentation therefore and the tangible media on which such programs are recorded, as well as all reports, technology, training materials, forms, specifications, and other intellectual property owned or developed by or proprietary to CLIENT.
Client Intellectual Property. Client hereby grants to MX a worldwide, non-exclusive, revocable, limited license during the Term of this Agreement, to use the trademarks, marks, logos and trade names (“Marks”) of Client, and to sublicense the same to Third Party Data Providers, for the sole purpose of providing the Service and identifying Client to Users as a recipient of User Data and obtaining consent from such Users. MX shall use the Marks and shall require that any Third Party Data Provider use the Marks in compliance with any reasonable trademark use policies Client may promulgate from time to time and provide to MX in writing.
Client Intellectual Property. LONZA agrees that Client has and will retain the sole and exclusive rights of ownership in and to Client Confidential Information. In addition, LONZA agrees that Client will be the sole and exclusive owner of any inventions, improvements, discoveries, enhancements, modifications, know-how, conceived, generated, made or reduced to practice, as the case may be, by LONZA, which arise out of the performance of the Services and the Reference Material(s) and that relate to the Product, the Cell Line, the Master Cell Bank, or the Working Cell Bank and their use, or manufacture, other than LONZA Process Improvements (as defined in Section 13.2) (“Inventions”). LONZA agrees to disclose any Inventions promptly to client, to assign all of LONZA’s right, title and interest in and to any such Inventions promptly to Client without royalty or any other consideration and to execute all applications, assignments or other instruments reasonably requested by Client in order for Client to establish Client’s ownership of such Inventions and to obtain whatever protection for such Inventions, including patent and copyright rights in any and all countries on such Inventions as Client shall determine. LONZA shall ensure that all employees and agents working on a Project have assigned in writing to Client or have a written legal obligation to LONZA to assign to Client all their respective rights to any Invention. LONZA further agrees to cooperate fully, and to cause its employees and agents to cooperate fully, with Client in the process of securing Client’s rights to such Inventions and Client will reimburse LONZA for reasonable expenses incurred in connection therewith. Inventions will be considered the confidential information of Client under Article 16 hereof. Client agrees to xxxxx XXXXX a license to any such Inventions in accordance with Section 12.1 for the sole and limited purpose of LONZA’s performance of its obligations under this Agreement.
Client Intellectual Property. 6.1 Contractor acknowledges that Client shall have ownership of all Intellectual Property in the following:
6.1.1 all Client Customer Data;
6.1.2 any written or electronic materials supplied by or on behalf of Client to Contractor for use in the performance of the Services including any stationery and promotional materials; and
6.1.3 all trade marks licensed under Clause 5 , the domain name wxx.xxxxxxx.xx.xx (the “Client Domain Name”), the Brand and any other items expressly licensed by Client under this Agreement.
6.2 Contractor hereby assigns (or shall procure the assignment) to Client with full title guarantee and subject to the provisions of Clause 6.4:
6.2.1 all Intellectual Property in all Client Customer Data or in or relating to the business of Client or the business or any member of Client’s Group that it creates, collects, assembles, selects or compiles in the course of providing the Services; and
6.2.2 any Intellectual Property listed under Clause 6.1 and which is owned by Contractor or any Approved Subcontractor.
6.3 On termination or expiration of this Agreement, Contractor shall return to Client, or if so requested by Client, destroy, all materials containing Intellectual Property of Client in its possession or under its control, and Client shall return to Contractor, or if so requested by Contractor, destroy, all materials containing Intellectual Property of Contractor in its possession or under its control.
6.4 Client acknowledges that, as between Contractor and Client, Contractor has and will continue to have ownership of all Intellectual Property and other proprietary rights in the following:
6.4.1 all the software, code, programming, systems and equipment used by or on behalf of Contractor in and in relation to the Services (including those listed in Schedule 4 (the “TRX Systems”), but excluding the Client Owned Equipment) together with all developments and versions of them and all related know-how, trade secrets and confidential information in existence from time to time;
6.4.2 the IATA sub-number and ATOL licence referred to in the Tripartite Agreement, save that Contractor shall assist Client in respect of the Trading record in accordance with Clause 2.17;
6.4.3 any and all Contractor/ Contractor Group names, logos, house-styles and other identifiers (including domain names other than the Client Domain Name) used by Contractor and/or its Group members from time to time in or in relation to the Services.
6.5 Client hereby assigns by wa...
Client Intellectual Property. For purposes of this Agreement, “Client Intellectual Property” shall be any and all Intellectual Property created by Client prior to or independent of ADEC’s provision of Services under this Agreement. All right, title, and interest in and to Client Intellectual Property shall reside solely with Client.
Client Intellectual Property. Client hereby grants to 8bitstudio a non-exclusive, royalty-free, worldwide right and license during the Term to do the following to the extent necessary in the performance of services:
5.1.1 digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform, and hyperlink the Content (defined below); and
5.1.2 make archival or back-up copies of the Content (defined below). Except for the rights expressly granted herein, 8bitstudio does not acquire any right, title, or interest in or to the Content (defined below), all of which will remain solely with Client.
Client Intellectual Property. Any Client data, software, and software tools, and any Client-provided third-party data, software, and software tools, and related documentation owned by Client or a third party, will remain the property of Client or such third party, respectively, and Client or such applicable third party will remain the sole and exclusive owner of all rights, title and interest, including without limitation (PID # 224877) ______ initials _______initials all intellectual property, know-how, copyright, patent, trade secret, trademark, moral rights, and other proprietary rights (all the foregoing collectively, “Intellectual Property Rights”) therein and thereto.
Client Intellectual Property. CoreRx understands and agrees that the underlying rights to the intellectual property and materials that are the subject of each Work Order, including, without limitation, all intellectual property rights in Products, are owned solely by Client. Neither CoreRx nor any Client-approved subcontractor shall acquire any rights of any kind whatsoever with respect to Products as a result of conducting Services. All rights to Work Product generated in the performance of work conducted under this Agreement by CoreRx’s employees, agents, consultants, subcontractors or other representatives, either solely or jointly with employees, agents, consultants or other representatives of Client, including all patent and other intellectual property rights therein (collectively, “Client Intellectual Property”), will be owned solely by Client and CoreRx agrees to assign and does hereby assign to Client, all right, title and interest in and to such Client Intellectual Property; provided, however, that Client Intellectual Property shall not include CoreRx Inventions (defined below). At Client’s request and expense, CoreRx will provide Client with reasonable assistance to perfect Client’s ownership interest in Client Intellectual Property and in obtaining, securing and maintaining patents and other intellectual property rights therein. CoreRx and all employees, agents, consultants and subcontractors of CoreRx shall sign and deliver to Client all writings and do all such things as may be necessary or appropriate to vest in Client all right, title and interest in and to such Work Product and Client Intellectual Property. CoreRx will promptly disclose to Client any such Work Product arising under this Agreement. Client may, in its sole discretion, file and prosecute in its own name and at its own expense, patent applications on any patentable inventions within the Work Product. Upon the request of Client, and at the sole expense of Client, CoreRx will assist Client in the preparation, filing and prosecution of such patent applications and will execute and deliver any and all instruments necessary to effectuate the ownership of such patent applications and to enable Client to file and prosecute such patent applications in any country.
