Consultant Materials. Notwithstanding any provision of this Agreement to the contrary, any routines, methodologies, processes, libraries, tools or technologies created, adapted or used by Consultant in its business generally, or developed prior to execution of the Agreement, including all associated Intellectual Property rights (collectively “Consultant Materials”), shall be and remain the sole property of Consultant, and SANDAG shall have no interest in or claim to Consultant Materials, except as necessary to exercise its rights under the Agreement and as otherwise may be provided in the form of a license from Consultant to SANDAG and Authorized Users.
Consultant Materials. All right, title, and interest in and to (a) the Consultant Materials and (b) all works, inventions and other subject matter incorporating, based on or derived from any Consultant Materials, including all customizations, enhancements, improvements and other modifications thereof (collectively, "Derivatives"), in each case (subclause (a) and subclause (b)) by whomsoever made and including all Intellectual Property Rights therein, are and will remain, as appropriate, with Consultant. Customer has no right or license with respect to any Consultant Materials or Derivatives except as expressly licensed under Section 9.1, in each case subject to Section 9.2. Consultant expressly reserves all other rights in and to the Consultant Materials and Derivatives. If Customer permits any third party to access or modify the Consultant Materials, Customer must do so pursuant to a written agreement that: (i) prohibits such third party from using, disclosing or distributing the Consultant Materials for any purpose other than as reasonably necessary to facilitate Customer’s internal use of the Deliverables provided hereunder; and (ii) prohibits such third party from removing, obscuring or altering any legal notices or copyright management information included in or upon the Consultant Materials; and (iii) states that such third party shall not disassemble, decompile or “unlock”, decode or otherwise reverse translate or engineer, or attempt in any manner to reconstruct or discover any source code or underlying algorithms of the Consultant Materials. Customer acknowledges that permitting a third party to modify the Consultant Materials shall void the warranty set forth in Section 12 below.
Consultant Materials. The Company grants inclusive access and rights for the Consultant to use any non-sensitive information, branding, testimonials and other business materials as Marketing materials for the Consultant's future endeavours. Materials will in no way be used to harm or negatively portray the Company; used strictly for Consultant's own marketing and promotional purposes.
Consultant Materials. If you produce and distribute your own marketing materials, including apparel, or if you alter corporate materials, your materials must comply with the Style Guide and this Agreement. Scentsy, in its sole discretion, may grant third parties the right to produce customised products for you to promote your business using Scentsy intellectual property. To obtain permission, provide a copy of the Limited License to Reproduce Scentsy Intellectual Property form (IP form) to the third party. The third party must submit the completed form to Scentsy, and receive a signed copy from Scentsy, before they may produce customised goods for you. Scentsy also maintains a list of Licensed Vendors who produce pre-approved products that you may purchase without the IP form. Any customised designs you wish to be produced by a Licensed Vendor must be submitted for approval using the IP form.
Consultant Materials. Consultant owns any and all work product created in the performance of this Agreement, including all intellectual property rights therein, including, but not limited to: (a) computer software (including financial models, compilations of formulas and spreadsheet models), inventions, designs, programs, improvements, techniques, ideas, concepts, trade secrets and know-how, proprietary models, processes and methods, and (b) reports, drawings, templates, specifications, computer files, field data, notes, other documents and instruments and other works of authorship and developments conceived, created, discovered, invented or reduced to practice ("Consultant Materials").
Consultant Materials. As between Client and Consultant, Consultant owns any and all, including all intellectual property rights therein, (collectively, "Consultant Materials") (a) computer software (including without limitation financial models, compilations of formulas and spreadsheet models), inventions, designs, programs, improvements, techniques, ideas, concepts, trade secrets and know-how, proprietary models, processes and methods used by Consultant in the performance of the Consulting Services, and (b) reports, drawings, templates, specifications, computer files, field data, notes, other documents and instruments and other works of authorship and developments made, conceived, created, discovered, invented or reduced to practice in the performance of the Consulting Services or otherwise under this Agreement.
Consultant Materials. As between the Parties, Consultant owns all right, title and interest in and to the proprietary methods, research, research results, tools, methods, analyses, reports, or information relating to the Services (including, without limitation, any such materials based on or incorporating Client Materials, except for the Client Materials therein) (collectively, “Consultant Materials”), the Services, the know-how, techniques or procedures used or acquired in creating the Consultant Materials or performing the Services, and any derivative works of any of the foregoing. Except as stated in this Agreement, no right, license, permission or interest of any kind in the Consultant Materials is intended to be given, transferred to or acquired by Client by the Agreement. Client is authorized to use such items only to the extent expressly authorized herein. Upon termination of the Agreement, Client’s rights to and its use of the applicable Services and Consultant Materials shall promptly cease.
Consultant Materials. RIGHTS IN WORK PRODUCT: All inventions, discoveries, intellectual property, technical communications, and records originated or prepared by the Contractor pursuant to this Contract including papers, reports, charts, computer programs, and other Documentation or improvements thereto, and including the Contractor’s internal administrative communications and records relating to this Contract (collectively, the “Work Product”), shall be the Contractor’s exclusive property. The provisions of this section may be revised in a Statement of Work. Software and other materials developed or otherwise obtained by or for the Contractor or its affiliates independently of this Contract (“Pre-Existing Materials”) do not constitute Work Product. If the Contractor creates derivative works of Pre-Existing Materials, the elements of such derivative works created pursuant to this Contract constitute Work Product, but other elements do not. Nothing in this section will be construed to interfere with the Contractor’s or its affiliates’ ownership of Pre- Existing Materials. SANDAG will have Government Purpose Rights to the Work Product as Deliverable or delivered to SANDAG hereunder. “Government Purpose Rights” are the unlimited, irrevocable, worldwide, perpetual, royalty-free, non-exclusive rights, and licenses to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product. “Government Purpose Rights” also include the right to release or disclose the Work Product outside of SANDAG for any purpose and to authorize recipients to use, modify, reproduce, perform, release, display, create derivative works from, and disclose the Work Product for any SANDAG purpose. Such recipients of the Work Product may include, without limitation, other SANDAG Contractors, local governments, the U.S. federal government, and the State and local governments of other states. “Government Purpose Rights” do not include any rights to use, modify, reproduce, perform, release, display, create derivative works from, or disclose the Work Product for purposes not related to this Contract. The ideas, concepts, know-how, or techniques relating to data processing, developed during the course of this Contract by the Contractor or jointly by the Contractor and SANDAG may be used by either party without obligation of notice or accounting. This Contract shall not preclude the Contractor from developing materials outside this Contract that are competitive, irrespective...
Consultant Materials. Consultant will retain ownership of (i) all Intellectual Property Rights made or owned by Consultant prior to the effective date of the Agreement and (ii) software, documentation, techniques, tools, templates, processes, procedures, discoveries, inventions, technical data, research, trade secrets and other proprietary ideas, concepts, know-how and methodologies of Consultant that are not developed for the Company hereunder (“Consultant Materials”). Consultant Materials will not include Company specific or Company Confidential Information. The Company acknowledges that Consultant may use Consultant Materials in the performance of the Services and in developing the Deliverables, and that the Deliverables may contain Consultant Materials or information incorporating, based upon, or derived from Consultant Materials. Consultant will retain ownership of all Consultant Materials but hereby grants the Company, and its divisions, subsidiaries and Affiliates, and entities that are authorized to manufacture, distribute and/or sell such products, a perpetual, irrevocable, fully paid, royalty-free, worldwide, non-exclusive license to use the Consultant Materials solely in connection with the Deliverables, along with the right to sublicense their use rights to their third party service providers solely for purpose of the provision of services to them by such third party service providers.
