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Custom Works Sample Clauses

Custom Works. If you or your permitted sub-contractors create, design, invent, acquire, or develop work for MDLZ or on MDLZ’s behalf which is (or could be) subject to any IP Rights or which contains matter that is (or could be) subject to any IP Rights ("Custom Works"), you hereby confirm that, to the greatest extent permitted by law: (i) all such Custom Works are a “work made for hire” as defined in U.S. copyright law and any similar or analogous law or statute of any other jurisdiction; (ii) effective as of the date of creation MDLZ shall be considered the sole “author” and exclusive owner of all right, title and interest worldwide in and to any such Custom Works and all elements thereof and any IP Rights and derivative rights that flow therefrom; and (iii) all rights to register the same shall belong to and automatically vest in MDLZ. If for any reason such IP Rights do not vest in MDLZ in accordance with the above, you hereby irrevocably and exclusively assign and transfer to MDLZ all IP Rights in such Custom Works, or if that is not possible, you hereby grant MDLZ a licence which is exclusive, worldwide, perpetual, irrevocable, royalty-free, assignable and sub-licensable, to use the Custom Works.
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Custom Works. Where REACHTEL undertake custom development work or any form of professional services, Customer will not unreasonably withhold signoff and approval of the completed project including payment of monies due, where REACHTEL are able to reasonably demonstrate they meet the agreed specifications or requirements.
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Custom Works. In the course of providing the Professional Services, Company may create Custom Works for Customer that incorporates, embeds, or integrates Company’s Pre-Existing IP. Other than any Pre-Existing IP incorporated, embedded, or integrated into the Custom Works, Customer owns all right title and interest in the Custom Works. Company grants to Customer for the duration of this Agreement a worldwide, non-exclusive license to use the Pre-Existing IP solely in connection with an unmodified version of the Custom Works. Customer will not, and will not allow any employee or third party to copy, reverse-engineer, modify, improve, create derivative works of or use the Pre-Existing IP in any way outside of the Custom Works as delivered by Company to Customer. In the event that any Customer employee or third party at Customer’s request or direction modifies, improves or creates derivative works of the Pre-Existing IP, whether or not in violation of this Agreement, Customer will cause all right, title and interest in and to such modifications, improvements and/or derivative works to be assigned to Company.
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Custom Works iXL will develop the following Custom Works for Endeavor hereunder: . BASIC TEMPLATE DESIGN - at a one-time fixed cost, contingent upon a spreadsheet pricing model, iXL will develop the design for the Basic Template to be used in the Web-MD Program. ----------------------- *** Omitted pursuant to a request for confidential treatment and filed separately with the Commission.
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Custom Works. Custom Works include, but may not be limited to (i) the HTML code authored by ZAG to private label/brand the USAA Auto Program: (ii) the object and source code for the eFund features and functionality for the USAA Auto Program as set forth in Exhibit C.
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Custom Works. If any material enhancement, modification, or customization of the Ameresco Works is undertaken by the Parties jointly (“Custom Works”), prior to the development of such Custom Works, the Parties shall agree, in a writing separate from the Agreement, on the terms governing the ownership and licensing of such Custom Works. In the absence of such written agreement: (a) any Custom Works so developed shall be owned by Ameresco and licensed to Customer solely for the purpose of using such Custom Works in support of Customer’s internal business activities, but not for the purpose of providing services to third parties; and Customer shall not sell, license or otherwise transfer such Custom Works to any Person not an Affiliate of Customer without the advance written consent of Ameresco; and (b) any Customer Works used in conjunction with any Custom Works shall remain the sole and exclusive property of Customer, and any Custom Works may be used by Ameresco in its business activities so long as Ameresco complies with Sections 3.1 and 3.2 in its handling of the Customer Works related thereto.
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Related to Custom Works

  • Software Development Software designs, prototypes, and all documentation for the final designs developed under this agreement must be made fully transferable upon direction of NSF. NSF may make the software design, prototype, and documentation for the final design available to competitors for review during any anticipated re-competition of the project.

  • Custom Products Effective upon creation of Custom Products, Contractor hereby conveys, assigns and transfers to Authorized User the sole and exclusive rights, title and interest in Custom Product(s), whether preliminary, final or otherwise, including all trademark and copyrights. Contractor hereby agrees to take all necessary and appropriate steps to ensure that the Custom Products are protected against unauthorized copying, reproduction and marketing by or through Contractor, its agents, employees, or Subcontractors. Nothing herein shall preclude the Contractor from otherwise using the related or underlying general knowledge, skills, ideas, concepts, techniques and experience developed under a Purchase Order, project definition or work order in the course of Contractor’s business. Authorized User may, by providing written notice thereof to the Contractor, elect in the alternative to take a non-exclusive perpetual license to Custom Products in lieu of Authorized User taking exclusive ownership and title to such Products. In such case, Licensee on behalf of all Authorized Users shall be granted a non-exclusive perpetual license to use, execute, reproduce, display, perform, adapt and distribute Custom Product as necessary to fully effect the general business purpose(s) as stated in paragraph (b)(i)(2), above.

  • Creative Work The Executive agrees that all creative work and work product, including but not limited to all technology, business management tools, processes, software, patents, trademarks, and copyrights developed by the Executive during the term of this Agreement, regardless of when or where such work or work product was produced, constitutes work made for hire, all rights of which are owned by the Employer. The Executive hereby assigns to the Employer all rights, title, and interest, whether by way of copyrights, trade secret, trademark, patent, or otherwise, in all such work or work product, regardless of whether the same is subject to protection by patent, trademark, or copyright laws.

  • 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.

  • Custom Branding for Directory Assistance is not available for certain classes of service, including but not limited to Hotel/Motel services, WATS service and certain PBX services.

  • Embedded Software To the extent any goods contain Embedded Software (defined below) that is not Buyer’s Property, no title to such Embedded Software shall pass to Buyer, and Supplier shall grant Buyer, its customers and all other users a non-exclusive worldwide, irrevocable, perpetual, royalty-free right to use, load, install, execute, demonstrate, market, test, resell, sublicense and distribute such Embedded Software as an integral part of such goods or for servicing the goods (the “Buyer-Required License”). If such Embedded Software or any part thereof is owned by a third party, prior to delivery, Supplier shall obtain the Buyer-Required License from such third-party owner. “Embedded Software” means software necessary for operation of goods and embedded in and delivered as an integral part of goods.

  • Personnel Equipment and Material Engineer shall furnish and maintain, at its own expense, quarters for the performance of all Engineering Services, and adequate and sufficient personnel and equipment to perform the Engineering Services as required. All employees of Engineer shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of Engineer who, in the reasonable opinion of County, is incompetent or whose conduct becomes detrimental to the Engineering Services shall immediately be removed from association with the Project when so instructed by County. Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the Engineering Services required under this Contract, or will obtain such personnel from sources other than County. Engineer may not change the Project Manager without prior written consent of County.

  • Work Products Grantee shall provide CalRecycle with copies of all final products identified in the Work Plan. Grantee shall also provide CalRecycle with copies of all public education and advertising material produced pursuant to this Agreement.

  • Work The definition of work, for overtime purposes only, includes: 1. All hours actually spent performing the duties of the assigned job, rounded to the next quarter hour; 2. Travel time required by the Employer during normal work hours from one work site to another or travel time prior to normal work hours to a different work location that is greater than the employee’s normal home-to-work travel time and all travel in accordance with applicable wage and hour laws; 3. Vacation leave; 4. Sick leave; 5. Compensatory time; 6. Holidays; and 7. Any other paid time not listed below.

  • LABOR AND MATERIALS 4.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for all labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. Contractor guarantees that materials shall be of the best quality, that work shall be completed in a neat and workmanlike manner, that equipment will be installed in a first class manner, and that all aspects of the project will be delivered in good working order complete and perfect in every respect and that all systems and materials necessary to make the project a complete operating utility as contemplated by the above description of the project is included in the Contract price. 4.4.2 The Contractor shall a t all times enforce strict discipline and good order among his employees and shall not employ on the Work any unfit person or anyone not skilled in the task assigned to him.

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