Copyrights & Patents. [If Applicable]. PROVIDER shall not knowingly provide to the A&M System any materials or services that infringe any intellectual property, privacy, or other right of any party. If PROVIDER becomes aware of any possible infringement claims, PROVIDER shall immediately notify the A&M System in writing as to any judicial, administrative, or other action, suit, claim, investigation, or proceeding (each a “Proceeding”) alleging that any such material or service infringes any intellectual property, privacy, or other right. PROVIDER shall indemnify and defend The Texas A&M University System, and their regents, officers, employees, representatives, and agents against all: (a) amounts awarded in, or paid in settlement of, that Proceeding, including any interest, and (b) out-of-pocket expenses incurred in defending that Proceeding or in any related investigation or negotiation, including court costs, witness fees, and attorneys’ and other professionals’ fees and disbursements arising out of that Proceeding. If any such service or material becomes, or in PROVIDER’s reasonable opinion is likely to become, the subject of an infringement claim, PROVIDER may, at its option and expense, either (1) procure for the A&M System the right to continue exercising the rights licensed to the A&M System under this Agreement, or (b) replace or modify the service or material so that it becomes non-infringing and remains functionally equivalent. If neither of the foregoing options are, in PROVIDER’s reasonable opinion, commercially reasonable, PROVIDER may terminate this Agreement and promptly refund to the A&M System a prorated portion of any applicable prepaid Fees. This paragraph is not subject to Section 7 (Limitation of Liability) of the Agreement. The foregoing states the entire liability of PROVIDER and the sole and exclusive remedy for the A&M System with respect to any third party claim of infringement or misappropriation of intellectual property rights.
Copyrights & Patents. Grantor reserves a royalty-free, nonexclusive and irrevocable license to reproduce, publish or otherwise use (and to authorize others to use) for Federal Governmental purposes:
1. The copyright or patent in any work developed under a grant, sub-grant or contract under a grant or sub-grant; and
2. Any rights of copyright or patent to which a Grantee or a contractor purchases ownership with grant support.
Copyrights & Patents. The Software and all text, graphics, logos, button icons, images, photos, audio clips, video clips, digital downloads, or data compilations accessed through the Software are owned solely and exclusively by XXXX.XXX or its content suppliers and are protected by U.S. and international copyright, trademark, or patent laws. No material accessed through the Software may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any medium including but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of XXXX.XXX. All such material is available only for your personal, non-commercial use.
Copyrights & Patents. PROVIDER shall not provide to TDEM any materials or services that infringe any intellectual property, privacy, or other right of any party. If PROVIDER becomes aware of any possible infringement claims, PROVIDER shall immediately notify TDEM in writing. As to any judicial, administrative, or other action, suit, claim, investigation, or proceeding (each a “Proceeding”) alleging that any such material or service infringes any intellectual property, privacy, or other right, PROVIDER shall indemnify and defend A&M System and TDEM, and their regents, officers, employees, representatives, agents, and students those Indemnitees against all: (a) amounts awarded in, or paid in settlement of, that Proceeding, including any interest, and (b) out-of-pocket expenses incurred in defending that Proceeding or in any related investigation or negotiation, including court costs, witness fees, and attorneys’ and other professionals’ fees and disbursements arising out of that Proceeding.
Copyrights & Patents. Trademarks and Licenses, etc. Except as disclosed on Schedule 5.15, the Company or its Subsidiaries own or are licensed or otherwise have the right to use all of the patents, trademarks, service marks, trade names, copyrights, contractual franchises, authorizations and other rights that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Company, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Company or any Subsidiary infringes upon any rights held by any other Person. Except as specifically disclosed in Schedule 5.05, no claim or litigation regarding any of the foregoing is pending or threatened, and no patent, invention, device, application, principle or any statute, law, rule, regulation, standard or code is pending or, to the knowledge of the Company, proposed, which, in either case, could reasonably be expected to have a Material Adverse Effect.
Copyrights & Patents. Campus Sonar shall not provide to the A&M System any materials or services that infringe any intellectual property, privacy, or other right of any party. If Campus Sonar becomes aware of any possible infringement claims, Campus Sonar shall immediately notify the A&M System in writing. As to any judicial, administrative, or other action, suit, claim, investigation, or proceeding (each a “Proceeding”) alleging that any such material or service infringes any intellectual property, privacy, or other right, Campus Sonar shall indemnify and defend The Texas A&M University System, and their regents, officers, employees, representatives, agents, and students those Indemnitees against all: (a) amounts awarded in, or paid in settlement of, that Proceeding, including any interest, and (b) reasonable out-of-pocket expenses incurred in defending that Proceeding or in any related investigation or negotiation, including court costs, witness fees, and attorneys’ and other professionals’ fees and disbursements arising out of that Proceeding, provided that said Indemnitees promptly notify Campus Sonar in writing of any claim, damage, liability, expense or loss for which it believes it is entitled to be indemnified pursuant to this section and cooperate with Campus Sonar during any action hereunder. Subject to the consent of the Attorney General of the State of Texas, Campus Sonar shall have sole control of the defense and investigation of such Proceeding hereunder and shall employ counsel of its choice to handle and defend the same, at Campus Sonar's sole cost and expense. Campus Sonar shall not settle any Proceeding hereunder in a manner that adversely affects the rights or assets, or restrains or interferes with the business or operations of, A&M System without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed..
Copyrights & Patents. If this agreement results in a copyright, the Illinois Criminal Justice Information Authority and the federal awarding agency, reserve a royalty-free, nonexclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for government purposes, the work or the copyright to any work developed under this agreement and any rights of copyright to which a grantee, subgrantee or a contractor purchases ownership with grant support. If this agreement results in the production of patentable items, patent rights, processes, or inventions, the CONTRACTOR shall immediately notify the Implementing Agency, and the Implementing Agency shall notify the Authority. The Authority will provide the Implementing Agency and CONTRACTOR with further instruction on whether protection on the item will be sought and how the rights in the item will be allocated and administered in order to protect the public interest, in accordance with federal guidelines.
Copyrights & Patents. The ownership of any materials, processes or inventions 15 developed solely by an employee's individual effort, research and expense, conducted on his or her own 16 time, shall vest in the employee and be copyrighted or patented, if at all, in his or her name.
Copyrights & Patents. Trademarks and Licenses, etc. Except as described on Schedule 8.25 hereto, each of the Borrower and each Guarantor owns or is licensed or otherwise has the right to use all of the patents, trademarks, service marks, trade names, copyrights, contractual franchises, authorizations and other rights that are reasonably necessary for the operation of its businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or threatened, and no patent, invention, device, application, principle or any statute, law, rule, regulation, standard or code is pending or, to the knowledge of the Borrower, proposed, which, in either case, could reasonably be expected to have a Material Adverse Effect.
Copyrights & Patents. Trademarks and Licenses, etc. Except as disclosed in Schedule 5.15, the Company or its Subsidiaries own or are licensed or otherwise have the right to use all of the patents, trademarks, service marks, trade names, copyrights, contractual franchises, authorizations and other rights that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person except where the failure to own, be licensed to or otherwise have the right to use the same would not have a Material Adverse Effect. To the best knowledge of the Company, no material slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Company or any Subsidiary infringes upon any rights held by any other Person where any such infringement would reasonably be expected to have a Material Adverse Effect. Except as specifically disclosed in Schedule 5.05, no claim or litigation regarding any of the foregoing is pending or to the knowledge of the Company threatened, which would reasonably be expected to have a Material Adverse Effect.
