Creation of Derivative Works Sample Clauses

Creation of Derivative Works. HealthGate will provide all necessary technical support to GEMS in the creation and development of derivative works of and new content or features for GEMS Products, subject to the ownership provisions of Article III below and such other terms and conditions as agreed upon by the parties from time to time. Such terms and conditions will be reasonable, and no less favorable to GEMS than those offered by HealthGate to others under similar circumstances. The parties may mutually agree for HealthGate to provide such support at the expense of GEMS, the shared expense of GEMS and HealthGate, or the expense of HealthGate, which agreement shall have the effect described in Article III and Section 7.2(b).
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Creation of Derivative Works. Licensee is expressly authorized to create one or more Derivative Works based on the Licensed Materials, provided that:
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Creation of Derivative Works. Sublicensee may request that Sublicensor create Derivative Works of the Software, provided that the creation of Derivative Works shall be subject to the reasonable approval of Sublicensor and CHCF, taking into account, among other factors, the cost of such work, the resources of Sublicensor to create such Derivative Works, and the confirmation that the proposed Derivative Works would not cause any deterioration or other adverse effect on the ability of other licensees of CHCF or sublicensees Sublicensor to use the Software. Any and all such Derivative Works shall only be created by Sublicensor or CHCF’s authorized representatives, shall be owned solely by CHCF except to the extent as may be provided by federal law or regulations, and shall be sublicensed to Sublicensee pursuant and subject to the terms and conditions of this Agreement. To the extent that applicable federal law and regulations require that Sublicensee own any Derivative Works, Sublicensee hereby grants to CHCF, its successors and assigns, a non-exclusive, irrevocable, perpetual, world-wide, royalty-free, fully paid-up right and license to (1) use, execute, reproduce, display, perform, distribute, internally or externally, sell or give away copies of, publish, modify, enhance, update or prepare derivative works of, any Derivative Works, including Derivative Works of Derivative Works, and (2) to authorize or sublicense others from time to time to do any of the foregoing. Sublicensee acknowledges and agrees that CHCF, at its option, may authorize any of its other licensees or sublicensees with the right to use any Derivative Works prepared for Sublicensee pursuant to this Section 3.4.
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Creation of Derivative Works. (a) By FranklinCovey. FranklinCovey may, at its option and at its own expense, create derivative works, directly or through third parties, based on the Licensed Materials, including without limitation derivative works that include both the Licensed Materials and FranklinCovey Intellectual Property. Subject to Section 4.3(d), such derivative works shall be deemed FC Derivative Works. (b)
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Creation of Derivative Works 
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Related to Creation of Derivative Works

  • Derivative Works Constellation Beers shall acquire no ownership rights in the Licensed Intellectual Property or derivative works based thereon or any intellectual property deemed to be owned by Marcas Modelo or Modelo Group as a result of this Agreement. Constellation Beers shall, at any time requested by Marcas Modelo or Modelo Group, whether during or subsequent to the term hereof, disclaim in writing any such property interest or ownership in the Licensed Intellectual Property.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you. [ ] List here previous Inventions which you desire to have specifically excluded from the operation of this Agreement. Continue on reverse side if necessary.

  • Licensed Technology The term "Licensed Technology" shall mean the ------------------- Licensed Patents, plus all improvements thereto developed by Licensor, and all related data, know-how and technology.

  • Source Code 5.1 Nothing in this XXXX shall give to the User or any other person any right to access or use the Source Code or constitute any licence of the Source Code.

  • Licensed Software Computer program(s) provided by Contractor in connection with the Deliverables, subject to Section 14 of this Contract.

  • Joint Technology The Parties agree that, in order to effectuate the provisions of Section 4.4.2, subject to any exclusive licenses granted hereunder, (a) the non-use provisions of this Article 9 shall not apply to each Party’s use of Joint Technology, and (b) each Party may disclose the Joint Technology to Third Parties who are under terms of confidentiality no less strict than those contained in this Agreement.

  • Rights to Work Product The Employee agrees that all work performed by the Employee pursuant hereto shall be the sole and exclusive property of the Company, in whatever stage of development or completion. With respect to any copyrightable works prepared in whole or in part by the Employee pursuant to this Agreement, including compilations of lists or data, the Employee agrees that all such works will be prepared as “work-for-hire” within the meaning of the Copyright Act of 1976, as amended (the “Act”), of which the Company shall be considered the “author” within the meaning of the Act. In the event (and to the extent) that such works or any part or element thereof is found as a matter of law not to be a “work-for-hire” within the meaning of the Act, the Employee hereby assigns to the Company the sole and exclusive right, title and interest in and to all such works, and all copies of any of them, without further consideration, and agrees, to the extent reasonable under the circumstances, to cooperate with the Company to register, and from time to time to enforce, all patents, copyrights and other rights and protections relating to such works in any and all countries. To that end, the Employee agrees to execute and deliver all documents requested by the Company in connection therewith, and the Employee hereby irrevocably designates and appoints the Company as the Employee’s agent and attorney-in-fact to act for and on behalf of the Employee and in the Employee’s stead to execute, register and file any such applications, and to do all other lawfully permitted acts to further the registration, protection and issuance of patents, copyrights or similar protections with the same legal force and effect as if executed by the Employee. The Company shall reimburse the Employee for all reasonable costs and expenses incurred by the Employee pursuant to this Section 11.

  • Intellectual Property; Software (a) Schedule 4.12 contains a list and description (showing in each case any product, device, process, service, business or publication covered thereby, the registered or other owner, expiration date and number, if any) of all Copyrights, Patent Rights and Trademarks owned by, licensed to or used by the Company.

  • License for Use of Software and Other Intellectual Property Unless expressly prohibited by the licensor thereof or any provision of applicable law, if any, the Borrower hereby grants to the Administrative Agent on behalf of the Secured Parties a limited license to use, without charge, the Borrower’s and the Servicer’s computer programs, software, printouts and other computer materials, technical knowledge or processes, data bases, materials, trademarks, registered trademarks, trademark applications, service marks, registered service marks, service xxxx applications, patents, patent applications, trade names, rights of use of any name, labels, fictitious names, inventions, designs, trade secrets, goodwill, registrations, copyrights, copyright applications, permits, licenses, franchises, customer lists, credit files, correspondence, and advertising materials or any property of a similar nature, as it pertains to the Borrower Collateral, or any rights to any of the foregoing, only as reasonably required in connection with the collection of the Transferred Receivables and the advertising for sale, and selling any of the Borrower Collateral, or exercising of any other remedies hereto, and the Borrower agrees that its rights under all licenses and franchise agreements shall inure to the Administrative Agent’s benefit (on behalf of the Secured Parties) for purposes of the license granted herein. Except upon the occurrence and during the continuation of a Termination Event, the Administrative Agent and the Lenders agree not to use any such license without giving the Borrower prior written notice.

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