Customer Project IP Sample Clauses

Customer Project IP. For clarity, Jitterbit PS IP specifically excludes: (i) any Customer Data, or (ii) any of Customer’s Confidential Information, including but not limited to, any information pertaining to the Third Party Applications in use by Customer, Customer’s APIs or connectors, Customer’s business processes or integration projects managed via the Jitterbit Platform, any data integration or business process rules pertaining to the Customer Data as managed via the Jitterbit Platform and/or Third Party Applications, or, (iii) any other Confidential Information of Customer pertaining to Customer’s customers, suppliers, business, finances, operations, product or other plans, (items in (i) through (iii), collectively, “Customer Project IP”), that in each case are disclosed to Jitterbit in connection with the Professional Services, and/or described or referenced by Jitterbit in preparing a Deliverable for Customer, or incorporated into a Deliverable by Jitterbit. Customer and its licensors retain all right, title and interest in and to the Customer Project IP, and Jitterbit obtains only the limited, royalty-free right to use the Customer Project IP solely (a) for Customer’s benefit, (b) to the extent strictly necessary to perform Professional Services and prepare the Deliverables for Customer, and (c) for the period of performance of the Professional Services for which the Customer Project IP is provided.
Sample 1Sample 2
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Customer Project IP. For clarity, Jitterbit PS IP specifically excludes: (i) any Customer Data, or (ii) any of Customer’s Confidential Information disclosed by Customer to Jitterbit in connection with the Professional Services, and incorporated into a Deliverable by Jitterbit. Customer and its licensors retain all right, title and interest in and to the Customer Data and the Customer’s Confidential Information, and Jitterbit obtains only the limited, royalty-free right to use Customer Data and the Customer’s Confidential Information solely (a) for Customer’s benefit, (b) to the extent necessary to perform Professional Services and prepare the Deliverables for Customer, and (c) for the period of performance of the Professional Services for which the Customer Project IP is provided.
Sample 1
Customer Project IP. For clarity, Jitterbit PS IP specifically excludes: (i) any Customer Data, or (ii) any of Customer’s Confidential Information, including information pertaining to the Third Party Applications in use by Customer and Customer’s APIs, collectively, “Customer Project IP”), that in each case are disclosed by Customer to Jitterbit in connection with the Professional Services, and incorporated into a Deliverable by Jitterbit. Customer and its licensors retain all right, title and interest in and to the Customer Project IP, and Jitterbit obtains only the limited, royalty-free right to use the Customer Project IP solely (a) for Customer’s benefit, (b) to the extent strictly necessary to perform Professional Services and prepare the Deliverables for Customer, and (c) for the period of performance of the Professional Services for which the Customer Project IP is provided.
Sample 1

Related to Customer Project IP

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

  • Equipment and Software To use the Mobile Remote Deposit Services, you must obtain and maintain at your expense, compatible equipment and software that we may specify from time to time.

  • Hardware and Software In order to use the Services, you must obtain and maintain, at your expense, compatible hardware and software as specified by Credit Union from time to time. Credit Union is not responsible for any third party software you may need to use the Services. Any such software is accepted by you as is and is subject to the terms and conditions of the software agreement you enter into directly with the third party software provider at time of download and installation.

  • New Technology When new or updated technology is introduced into a workplace, it will be the responsibility of the employer to provide appropriate and, if necessary, ongoing training to the employees directly affected. Such training will include any health and safety implications or information that will enable employees to operate the equipment without discomfort and will help maintain their general well-being.

  • Equipment and Materials CONTRACTOR shall provide all equipment, materials, and supplies necessary for the performance on the Agreement except:

  • Intellectual Property; Software Other than as set forth on Schedule 5.12: (a) There are no Copyrights, Patent Rights and Trademarks (including any assumed or fictitious names used by the Company within the previous two (2) years) owned by or licensed to the Company. (b) There is no Software owned by or licensed to the Company except for mass market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (c) The Company is not a party to Contracts which relate to: (i) any Copyrights, Patent Rights or Trademarks; (ii) any Trade Secrets owned by or licensed to the Company; and (iii) any Software, other than market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (d) The Company owns the entire right, title and interest in and to, or has the valid and enforceable right to use, the Intellectual Property and Software used in the Business as currently conducted, and to the Knowledge of Seller there is no other Intellectual Property necessary for the Company to conduct the Business as currently conducted. (i) No infringement, misappropriation or violation of any Intellectual Property, or any rights of publicity or privacy relating to the use of names, likenesses, voices, signatures or biographical information, of any other Person has occurred or results in any way from the operation of the Business or the use, sale or distribution of any Intellectual Property owned by or licensed exclusively to the Company; (ii) no claim of any infringement, misappropriation, violation or dilution of any Intellectual Property or any such rights of any other Person has been made or asserted in respect of the operation of the Business; (iii) no claim of invalidity of any Intellectual Property owned by the Company has been made by any other Person; (iv) no Proceedings are pending or, to the Knowledge of Seller, threatened that challenge the validity, ownership or use of any Intellectual Property owned by the Company; (v) the Company has not had notice of, and, to the Knowledge of Seller, there is no basis for, a claim against the Company that the operations, activities, products, Software, equipment or processes of the Business infringe, misappropriate, violate or dilute any Intellectual Property or any such rights of any other Person; and (vi) to the Knowledge of Seller, no Person infringes, misappropriates or violates any Intellectual Property owned or exclusively licensed by or to Seller, in each case except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Licensed Materials The materials that are the subject of this Agreement are set forth in Appendix A ("Licensed Materials").

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • 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.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you.

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