Client IP. (a) For the purposes of this clause Client IP means Intellectual Property rights:
(i) owned by the Client, or licensed to the Client by a third party, before the Commencement Date; or
(ii) developed by the Client or licensed to the Client outside the scope of this Agreement (including any customisations, modifications, improvements or developments to such Intellectual Property).
(b) The Client retains all right, title and interest to the Client IP.
(c) To the extent that 8Squad requires the use of any the Client IP to perform the Services and any other obligations under this Agreement, the Client grants 8Squad a royalty free, worldwide, revocable licence (including the right to sub-license on the same terms) to use, display, adapt, modify, reformat, transform, process and/or distribute the Client IP for the Term.
(d) 8Squad shall not use the Client's name or logo in 8Squad marketing or tender documents, unless the Client approves such use in writing.
Client IP. Client or its third-party licensors own all right, title and interest, including intellectual property rights, in and to any information, equipment, software, data or other materials, including Client Pre-Existing IP, that Client provides to Avanade under this Agreement (“Client IP”). Client will obtain any consents and licenses necessary for Avanade to use the Client IP to perform its obligations under this Agreement, and grants Avanade a non-exclusive, worldwide, royalty- free, fully paid-up license to use, display, modify, and prepare derivative works of Client IP as required for Avanade to perform such obligations.
Client IP. Subject to the terms and conditions of this Agreement, Client, on behalf of itself and its Affiliates, hereby grants to Provider, during the Term, a non-exclusive, non-transferable, worldwide, royalty-free, limited license, without the right to sublicense, to use, reproduce, distribute, perform, display, modify and create derivative works of the Client IP (other than the Client Marks which are subject to the license granted in Section 10.3 below) in each case solely in connection with the performance by Provider of the Services under this Agreement.
Client IP. All data, information, documentation, software, patents, text, graphics, photos, designs, trademarks, logos or other artwork and materials provided to Coalfire by Client under this Agreement (“Client IP”) are and shall remain the sole and exclusive property of Client or its third party licensors and Client shall obtain any relevant consents and licenses necessary for Coalfire to use Client IP as set out in this Agreement and any Service Order. Client hereby grants to Coalfire, during the Term, a non-exclusive, fully paid, worldwide, limited license to use and permit Coalfire’s subcontractors to use the Client IP, solely for the purposes of providing the Services and Deliverables under this Agreement and any Service Order. This license includes express permission to use Client's trademarks and logos for the purpose of providing the Services and Deliverables. Within ten (10) business days of termination of this Agreement for any reason, Coalfire will destroy or return any Client IP in Coalfire’s possession to Client (subject to retaining copies of any information required for its internal recordkeeping requirements).
Client IP. All data, information, documentation, software, patents, text, graphics, photos, designs, trademarks, logos or other artwork and materials provided to Coalfire by Client under this Agreement (“Client IP”) are and will remain the sole and exclusive property of Client or its third party licensors and Client will obtain any relevant consents and licenses necessary for Coalfire to use Client IP as set out in this Agreement and the Ordering Document. Client hereby grants to Coalfire, during the Term, a non-exclusive, fully paid, worldwide, limited license to use and permit Coalfire’s subcontractors to use the Client IP, solely for the purposes of providing the Services and Deliverables under this Agreement and the Ordering Document.
Client IP. Client is the sole owner of and will retain ownership of all right, title and interest in and to (i) Client’s pre-existing intellectual property and proprietary materials, (ii) all materials developed or created by Client or its third party contractors or agents in connection with Client’s management of its advertising accounts or otherwise in connection with this Agreement, including, without limitation, all text, graphics, URLs, and sites to which URLs are linked that are submitted by Client to the Platform or StitcherAds (collectively, “Client Content”) and (iii) Client’s Confidential Information (as defined in Section 6 hereof).
Client IP. Client’s creations, designs, content, copywriting, data, mailing lists, customer lists, trademarks, service marks, trade names, business names, and pre-existing intellectual property rights (“Client IP”) that are provided to Alchemy, or are incorporated per Client’s request in the Work Product, shall be and remain the sole and exclusive property of Client. Alchemy may not use Client IP in any manner except incorporating Client IP into the Work Product as directly by Client solely to provide Services to Client. In no event will the incorporation of Client IP into the Work Product affect Alchemy’s ownership of and rights to the Alchemy Application or Alchemy IP.
a. Alchemy shall at all times maintain the escrow deposit materials (“Deposit Materials”) to provide Client with the source code (as hereinafter defined) necessary to run and utilize the Work Product. Provided that Client remains in good standing throughout the term of the Agreement and according to the terms of the Escrow Agreement, Client shall be entitled to receive the Deposit Materials upon the occurrence of a Bankruptcy Event, as hereinafter defined. Client shall only use the Deposit Materials to support the Work Product as provided for in the Agreement, and Client shall at all times maintain the confidentiality of the Deposit Materials and shall not distribute, duplicate or otherwise share the Deposit Materials.
Client IP. Nothing in this Agreement shall transfer ownership of or grant licenses to any intellectual property owned by Client prior to or independently of this Agreement.
Client IP. Save as expressly stated in this Agreement or Order Form, as between You and Winfo, You own all right, title, and interest in Client IP. You grant Winfo, its Affiliates, the Hosting Provider and any third party subcontractors engaged by Winfo in connection with the performance of this Agreement, a non-exclusive, royalty free, non-transferable, worldwide licence to access and use (including without limitation make copies) of Client IP in accordance with the Agreement in order to provide the Services to You and Your Users. Winfo may disclose Client IP to provide the Services to You or any Users or to comply with any request of a governmental or regulatory body.
Client IP a. Client IP consists of the following:
i. all patents owned by the Client;
ii. all Trade marks developed by or owned by the Client;
iii. formulation provided by the Client; and
iv. production methods disclosed by the Client.
b. Developer agrees that the Client IP will remain owned by the Client and that nothing in this Agreement transfers, or will be construed to transfer any ownership or interest in the Client IP to any party.
c. The Client grants the Developer a royalty-free, non exclusive, licence to use the Client IP solely for the purpose of the Developer creating Formulations for the Client as set out in this Agreement.
d. The Developer agrees that it will not, on its own, or through any other party through any act, omission or negligence, breach any of the Client IP or seek to replicate, copy, circumvent or adapt the Client IP and will not allow any third party do so. The Developer agrees that it will immediately notify the Client if there is any actual or suspected breach of this clause 4 by the Developer or its personnel.
e. The Developer agrees that the Client IP has significant value for the Client and that it will only disclose the Client IP to those of its employees who strictly need to know the details of the Client IP for the purpose of the Developer creating Formulations for the Client and in making such disclosures will only disclose the minimum amount of Client IP necessary to the employee for their relevant role in providing the services under this Agreement.
f. The Developer agrees that it will not use, or allow to be used any of the Client IP:
i. or any information adapted from or arising out of the Client IP for any purpose other than as set out herein;
ii. for its own purpose;
iii. for its own profitability; or
iv. in relation to any other client or prospective client of the Developer.
g. The Developer agrees that it will immediately notify the Client if there is any actual or suspected breach of this clause 4 by the Developer or its personnel.
