Corporation Intellectual Property Sample Clauses

Corporation Intellectual Property. 4.14.1 Schedule "E" sets forth a complete and correct list of each patent, patent application and invention, trademark, tradename, trademark or tradename registration or application, copyright or copyright registration or application for copyright registration, and each licence or licensing agreement, for any of the foregoing relating to the Corporation Business as conducted by the Corporation or held by the Corporation (the "Corporation's Intellectual Property Rights"). The Corporation's Intellectual Property Rights also include any trade secrets that are material to the conduct of the Corporation Business in the manner that the Corporation Business has heretofore been conducted. 4.14.2 The Corporation has not, during the three years preceding the date of this Agreement, been a party to any proceeding, nor to the knowledge of the Corporation, is any proceeding threatened, as to which there is a reasonable possibility of a determination adverse to the Corporation, involving a claim of infringement by any Person (including any Governmental Authority) of any of the Corporation's Intellectual Property Rights. None of the Corporation Intellectual Property Right are subject to any outstanding order, judgment, decree, stipulation or agreement restricting the use thereof by the Corporation or restricting the licensing thereof by the Corporation to any Person. The Corporation has no knowledge that would cause such Person to believe that the use of the Corporation's Intellectual Property Rights or the conduct of the Corporation Business conflicts with, infringes upon or violates any patent, patent licence, patent application, trademark, tradename, trademark or tradename registration, copyright, copyright registration, service xxxx, brand xxxx or brand name or any pending application relating thereto, or any trade secret, know-how, programs or processes, or any similar rights, of any Person. 4.14.3 To the knowledge of the Corporation, the Corporation either owns the entire right, title and interest in, to and under, or has acquired an exclusive licence to use, any and all patents, trademarks, trade names, brand names and copyrights that are material to the conduct of the Corporation Business in the manner that the Corporation Business has heretofore been conducted. The Corporation's Intellectual Property Rights are in full force and effect and have not been used or enforced or failed to be used or enforced in a manner that would result in the abandonment, cancellati...
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Corporation Intellectual Property. 4.14.1 Schedule "E" sets forth a complete and correct list of each patent, patent application and invention, trademark, tradename, trademark or tradename registration or application, copyright or copyright registration or application for copyright registration, and each licence or licensing agreement, for any of the foregoing relating to the Corporation Business as conducted by the Corporation or held by the Corporation (the "Corporation's Intellectual Property Rights"). The Corporation's Intellectual Property Rights also include any trade secrets that are material to the conduct of the Corporation Business in the manner that the Corporation Business has heretofore been conducted. 4.14.2 The Corporation has not, during the three years preceding the date of this Agreement, been a party to any proceeding, nor to the knowledge of the Corporation, is any proceeding threatened, as to which there is a reasonable possibility of a determination adverse to the Corporation, involving a claim of infringement by any Person (including any Governmental Authority) of any of the Corporation's Intellectual Property Rights. None of the Corporation Intellectual Property Right are subject to any outstanding order, judgment, decree, stipulation or agreement restricting the use thereof by the Corporation or restricting the licensing thereof by the Corporation to any Person. 4.14.3 To the knowledge of the Corporation, the Corporation either owns the entire right, title and interest in, to and under, or has acquired an exclusive licence to use, any and all patents, trademarks, trade names, brand names and copyrights that are material to the conduct of the Corporation Business in the manner that the Corporation Business has heretofore been conducted. The Corporation's Intellectual Property Rights are in full force and effect and have not been used or enforced or failed to be used or enforced in a manner that would result in the abandonment, cancellation or unenforceability of any of the Corporation's Intellectual Property Rights. All registrations and filings necessary to preserve the rights of the Corporation in and to the Corporation's Intellectual Property Rights have been made.
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Corporation Intellectual Property. (a) Schedule 2.08(a) sets forth a true and complete list of all domestic and foreign registered patents and patent applications, registered marks (including trademarks, service marks, and other registrable source identifiers) and xxxx registration applications, material unregistered marks, registered trade names, registered domain names, registered copyrights, copyright applications, software programs (other than off-the-shelf software), all written Contracts relating to the development, ownership or use of the Corporation Intellectual Property, and all registered designs, that are owned or used by Corporation or any Affiliate in connection with the Business (collectively, the “Registered Intellectual Property”). With regard to the Registered Intellectual Property, all material application, maintenance, renewal or other similar fees have been properly paid and are current, and all registrations, applications and filings are valid and remain in full force and effect. (b) To the Knowledge of Founding Shareholders, the Corporation has sufficient ownership or rights, free and clear of any Encumbrances, to the Corporation Intellectual Property necessary for its Business as now conducted, and, giving effect to any consents required under any Required Consent Contracts, the execution, delivery and performance of this Agreement shall not adversely affect the Corporation’s right to use the Corporation Intellectual Property in the conduct of the Business as presently conducted. To the Knowledge of Founding Shareholders, none of the Corporation Intellectual Property infringes upon the Intellectual Property rights of any Person, and Sellers or Corporation have not received any oral or written communication alleging such violation. (c) Corporation has not licensed Corporation Intellectual Property to any Person, and does not have any shared ownership interest with any Person in any Corporation Intellectual Property, nor has it licensed or purchased any Corporation Intellectual Property from any Person under any arrangement requiring continuing royalty, license or other payments. Corporation has taken commercially reasonable actions necessary to protect its Intellectual Property. (d) No contractor, former employee, or other Person other than Corporation possesses any current or contingent rights to any Corporation Intellectual Property, and the transactions contemplated by this Agreement will not result in any third party gaining a right to access the Corporation Intell...
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Corporation Intellectual Property. (a) The Corporation owns no Intellectual Property included in the Target Intellectual Property. All Target Intellectual Property (other than commercial off-the-shelf application software) is either owned by or licensed to HondaSub, which is then licensed or sub-licensed by HondaSub to the Corporation. (b) Schedule 5.3(17) is a true, accurate and complete list of (i) all Contracts pursuant to which the Corporation has the right to use any Target Intellectual Property not owned by the Corporation (other than commercial off-the-shelf application software), and (ii) all Contracts pursuant to which third parties are granted the right to use any Target Intellectual Property owned by the Corporation (collectively, the Contracts identified under (i) and (ii) comprising “Corporation IP Contracts”). Unless otherwise noted, all Corporation IP Contracts are in full force and effect. The Corporation is in compliance with, and has not breached any term of, any Corporation IP Contract, and, to the knowledge of the Corporation, all other parties to the Corporation IP Contracts are in compliance in all respects with, and have not breached any term of, the Corporation IP Contracts. (c) Except as set out in Schedule 5.3(17), the Corporation has not granted any Person any interest in or right to use all or any portion of the Target Intellectual Property that is owned by or licensed exclusively to the Corporation, other than pursuant to agreements with the Corporation’s customers entered into in the Ordinary Course. (d) The Corporation has not interfered with, infringed upon or misappropriated any Intellectual Property rights of any other Person, and has not received, within six years prior to the date hereof, any written claim, notice or threat that any conduct of the Business, including its use of any Target Intellectual Property, infringes on or breaches any Intellectual Property rights of any other Person. (e) The Corporation has used commercially reasonable efforts to protect the Target Intellectual Property against infringement and misappropriation by third parties and to preserve the Corporation’s rights therein. To the Corporation’s knowledge, no Person has interfered with, infringed upon or misappropriated any of the rights of the Corporation in the Target Intellectual Property, and the Corporation knows of no threat by any Person to do so. (f) The Corporation has in its possession or control, and has made available to the Purchaser, correct, accurate, complete, fully...
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Related to Corporation Intellectual Property

  • Other Intellectual Property Joint ownership; exceptions 14.3.1 The University and Creator shall jointly own Other Intellectual Property created during the course of regular University duties and/or using University Resources subject to the following exceptions: (a) The University or a third party may own or have a licence to use Other Intellectual Property created pursuant to a written agreement with a third party, provided that the University advises the Creator of his/her right to consult with the Association prior to the Creator’s execution of a written agreement and obtains the Creator’s written consent; (b) The Creator may voluntarily assign or licence his/her interest in Other Intellectual Property to the University, provided that the University advises the Creator of his/her right to consult with the Association prior to the execution of the assignment or licence. No such assignment or licence shall diminish the Creator’s right to revenue sharing under this Article; (c) Where the use of University services as defined in 14.1.9 did not have a significant effect on the creation of Other Intellectual Property, the use of such services shall not be taken into account in determining ownership of the Other Intellectual Property. 14.3.2 Neither the Creator nor the University shall have an obligation to Commercialize Other Intellectual Property. Creators have no obligation to modify research to enhance the potential for Commercialization. 14.3.3 Creators may Commercialize Other Intellectual Property jointly owned with the University independently of the University, subject to any rights granted to a third party pursuant to a written agreement consented to by the Creator and/or the right of the University and the Creator to revenue sharing and cost recovery pursuant to this Article. 14.3.4 Creators must disclose to the University their intention to Commercialize Other Intellectual Property, whether or not they choose to involve the University in the Commercialization process. The University agrees to keep all such information confidential and not to disclose such information externally, except with the prior written consent of the Creator.

  • Company Intellectual Property The Executive agrees to promptly disclose to the Company any and all work product, inventions, artistic works, works of authorship, designs, methods, processes, technology, patterns, techniques, data, Confidential Information, patents, trade secrets, trademarks, domain names, copyrights, and the like, and all other intellectual property relating to the business of the Company and any of its affiliates which are created, authored, composed, invented, discovered, performed, perfected, or learned by the Executive (either solely or jointly with others) during the Employment Term (collectively, together with such intellectual property as may be owned or acquired by the Company, the “Company Intellectual Property”). The Company Intellectual Property shall be the sole and absolute property of the Company and its affiliates. All work performed by the Executive in authoring, composing, inventing, creating, developing or modifying Company Intellectual Property and/or other work product to which copyright protection may attach during the course of the Executive’s employment with the Company shall be considered “works made for hire” to the extent permitted under applicable copyright law and will be considered the sole property of the Company. To the extent such works, work product or Company Intellectual Property are not considered “works made for hire,” all right, title, and interest to such works, work product and Company Intellectual Property, including, but not limited to, all copyrights, patents, trademarks, rights of publicity, and trade secrets, is hereby assigned to the Company and the Executive agrees, at the Company’s expense, to execute any documents requested by the Company or any of its affiliates at any time in relation to such assignment. The Executive acknowledges and agrees that the Company is and will be the sole and absolute owner of all trademarks, service marks, domain names, patents, copyrights, trade dress, trade secrets, business names, rights of publicity, inventions, proprietary know-how and information of any type, whether or not in writing, and all other intellectual property used by the Company or held for use in the business of the Company, including all Company Intellectual Property. The Executive further acknowledges and agrees that any and all derivative works, developments, or improvements based on intellectual property, materials and assets subject to this Section 6 created during the Employment Term (including, without limitation, Company Intellectual Property) shall be exclusively owned by the Company. The Executive will cooperate with the Company and any of its affiliates, at no additional cost to such parties (whether during or after the Employment Term), in the confirmation, registration, protection and enforcement of the rights and property of the Company and its affiliates in such intellectual property, materials and assets, including, without limitation, the Company Intellectual Property.

  • New Intellectual Property 15.1. Each shareholder understands that whilst associated with the Company, he may discover or ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ : 15.1.1 do his utmost to ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ; 15.1.2 inform the Company ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ; 15.1.3 provide to the Company whatever full code, passwords, specification, ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ 15.2. To make this effective each shareholder now undertakes to do whatever is ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . 15.3. This paragraph does not apply to Intellectual Property created by ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■

  • Existing Intellectual Property Other than as expressly provided in this AGREEMENT, neither PARTY grants nor shall be deemed to grant any right, title or interest to the other PARTY in any PATENT, PATENT APPLICATION, KNOW-HOW or other intellectual property right owned or CONTROLLED by such PARTY.

  • Intellectual Properties To the extent permissible under applicable law, all intellectual properties made or conceived by Employee during the term of this employment by Employer shall be the right and property solely of Employer, whether developed independently by Employee or jointly with others. The Employee will sign the Employer’s standard Employee Innovation, Proprietary Information and Confidentiality Agreement (“Confidentiality Agreement”).

  • 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.

  • Joint Intellectual Property 9.1 University agrees to not Implement any Joint Intellectual Property for any purpose other than educational, experimental or research purposes. In consideration of University not Implementing the Joint Intellectual Property except for the limited purposes set forth in this paragraph, Company agrees to Implement any Joint Intellectual Property only in accordance with a license agreement to be entered into by Company and University with respect to the Implementation of such Joint Intellectual Property. Company shall pay to University, in connection with such Implementation, a compensatory royalty in accordance with such license agreement to be agreed by the Parties. 9.2 University agrees to not grant to any third party a license to Implement its rights in the Joint Intellectual Property without Company’s prior written consent. Notwithstanding anything contrary herein provided, University may grant to a third party a license to use the Joint Intellectual Property without Company’s prior written consent in the following cases: (i) if Company fails to execute a license agreement with University pursuant to Article 9.1 without any reasonable cause within three years from the Completion Date, or otherwise seeks to Implement any such Joint Intellectual Property other than pursuant to any such license agreement; or (ii) if Company fails to pay any compensatory royalty in accordance with the license agreement entered into pursuant to Article 9.1. 9.3 Company may grant a third party a non-exclusive license to the Joint Intellectual Property provided that Company first executes a license agreement with University setting forth, among other matters, the allocation of any license fee or royalty received from any such third party as between the Parties. 9.4 Unless otherwise provided in this Agreement, neither Party may transfer, grant a security interest in, grant a license to or otherwise dispose of its right, title or interest in or to the Joint Intellectual Property to any third party without the prior written consent of the other Party. 9.5 Each Party shall notify the other Party in writing before abandoning its right, title or interest in and to any Joint Intellectual Property.

  • Intellectual Property Ownership We, our affiliates and our licensors will own all right, title and interest in and to all Products. You will be and remain the owner of all rights, title and interest in and to Customer Content. Each party will own and retain all rights in its trademarks, logos and other brand elements (collectively, “Trademarks”). To the extent a party grants any rights or licenses to its Trademarks to the other party in connection with this Agreement, the other party’s use of such Trademarks will be subject to the reasonable trademark guidelines provided in writing by the party that owns the Trademarks.

  • OWNERSHIP IN INTELLECTUAL PROPERTY The Department and Contractor agree that each has no right, title, interest, proprietary or otherwise in the intellectual property owned or licensed by the other, unless otherwise agreed upon by the parties in writing. All deliverables, documents, records, programs, data, articles, memoranda, and other materials not developed or licensed by Contractor prior to the execution of this Contract, but specifically created or manufactured under this Contract shall be considered work made for hire, and Contractor shall transfer any ownership claim to the Department.

  • Owned Intellectual Property Schedule 5.11 is a complete list of all patents, applications for patents, trademarks, applications to register trademarks, service marks, applications to register service marks, mask works, trade dress and copyrights for which the Borrower is the owner of record (the “Owned Intellectual Property”). Except as disclosed on Schedule 5.11, (i) the Borrower owns the Owned Intellectual Property free and clear of all restrictions (including covenants not to xxx a third party), court orders, injunctions, decrees, writs or Liens, whether by written agreement or otherwise, (ii) no Person other than the Borrower owns or has been granted any right in the Owned Intellectual Property, (iii) all Owned Intellectual Property is valid, subsisting and enforceable and (iv) the Borrower has taken all commercially reasonable action necessary to maintain and protect the Owned Intellectual Property.

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