Customer’s Intellectual Property Representations Sample Clauses

Customer’s Intellectual Property Representations. CSG may use all of a Customer’s Intellectual Property designated in the Statement of Work (as defined in Section 3.6) between CSG and such Customer as necessary to design, produce and operate the Care Express Services and perform CSG’s other rights and obligations hereunder. Each Customer represents and warrants that it owns or has licensed all of Customer’s Intellectual Property, and that CSG’s use of such Customer’s Intellectual Property on the Care Express Services pages will not constitute a misuse or infringement of such Customer’s Intellectual Property, or the rights of any third party. Each Customer will immediately advise CSG of the loss of such Customer’s right to use Customer’s Intellectual Property. Each Customer will immediately advise CSG of all copyright and other notices that must be used in connection with such Customer’s Intellectual Property and of any restrictions on the use of such Customer’s Intellectual Property relevant to CSG.
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Customer’s Intellectual Property Representations. Customer acknowledges that CSG may use all of Customer's Intellectual Property necessary to design, produce and operate *** and perform CSG's other rights and obligations pursuant to Schedule K of this Master Agreement CSG shall have the fight to cease use of any of Customer's Intellectual Property on *** at any time, upon notice to Customer. Customer represents and warrants that it owns or has licensed all Customer's Intellectual Property, and that CSG's use of Customer's Intellectual Property on ***. Pages will not constitute a misuse or infringement of the Customer's Intellectual Property, or an infringement of the rights of any third party. Customer will use best efforts to maintain its rights to use and license Customer's Intellectual Property, will immediately advise CSG of the loss of Customer's right to use any Customer's Intellectual Property, and will advise CSG of all copyright and other notices that must be used in connection with Customer's Intellectual Property and of any restrictions on use of Customer's Intellectual Property relevant to CSG.
Sample 1
Customer’s Intellectual Property Representations. CSG may use all of Customer’s Intellectual Property necessary to design, produce and operate the Care Express Services and perform CSG’s other rights and obligations hereunder. CSG may cease use of any of Customer’s Intellectual Property on the Care Express Services at any time, upon notice to Customer. Customer represents and warrants that it owns or has licensed all of Customer’s Intellectual Property, and that CSG’s use of Customer’s Intellectual Property on the Care Express Services pages will not constitute a misuse or infringement of Customer’s Intellectual Property, or the rights of any third party. Customer will use best efforts to maintain its rights to use and license Customer’s Intellectual Property and will immediately advise CSG of the loss of Customer’s right to use Customer’s Intellectual Property. Customer will immediately advise CSG of all copyright and other notices that must be used in connection with Customer’s Intellectual Property and of any restrictions on the use of Customer’s Intellectual Property relevant to CSG.
Sample 1
Customer’s Intellectual Property Representations. CSG may use all of Customer’s Intellectual Property necessary to design, produce and operate the Consolidator Services and perform CSG’s other rights and obligations hereunder. CSG may cease use of any of Customer’s Intellectual Property on the Consolidator Services at any time, upon notice to Customer. Customer represents and warrants that it owns or has licensed all of Customer’s Intellectual Property, and that CSG’s use of Customer’s Intellectual Property on the Consolidator Services pages will not constitute a misuse or infringement of Customer’s Intellectual Property, or the rights of any third party. Customer will use best efforts to maintain its rights to use and license Customer’s Intellectual Property and will immediately advise CSG within ten (10) business days of the loss of Customer’s right to use Customer’s Intellectual Property. Customer will immediately advise CSG of all copyright and other notices within ten (10) business days that must be used in connection with Customer’s Intellectual Property and of any restrictions on the use of Customer’s Intellectual Property relevant to CSG.
Sample 1

Related to Customer’s Intellectual Property Representations

  • Intellectual Property Matters Each Credit Party and each Subsidiary thereof owns or possesses rights to use all material franchises, licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, service xxxx, service xxxx rights, trade names, trade name rights, copyrights and other rights with respect to the foregoing which are reasonably necessary to conduct its business. No event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or termination of any such rights, and no Credit Party nor any Subsidiary thereof is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations.

  • Intellectual Property Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

  • Licenses; Intellectual Property Maintain, and cause each Subsidiary of the Borrower to maintain, in full force and effect, all licenses, franchises, Intellectual Property, permits, authorizations and other rights as are necessary for the conduct of its business, the loss of which could reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Confidentiality Intellectual Property The Executive agrees that during the Executive’s employment with the Company, whether or not under this Agreement, and at all times thereafter:

  • 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.

  • Intellectual Property Licenses Notwithstanding anything to the contrary contained in the TSA, and except as otherwise provided in Section 5.13 of the SPA, it shall be the responsibility of the Receiving Party (at the Receiving Party’s sole cost and expense) to obtain all licenses associated with the use of third party intellectual property, including but not limited to copyrights (e.g., software), trademarks and patents (and/or consents and extensions relating to such licenses), if any, necessary for the provision of Services to the Receiving Party during the Term. The Service Provider agrees to use commercially reasonable efforts to assist the Receiving Party in its negotiations with any licensors from whom the Receiving Party may require such a license (or consent or extension) during the Term. In the event the Receiving Party is unable to obtain a necessary license, consent or extension, the Services related to such license shall be removed from the scope of the TSA, without a reduction in fees or payments owed by the Receiving Party under the TSA. In all events, and in addition to (and not in limitation of) any similar rights that the Service Provider may have under the TSA, the Receiving Party shall indemnify, defend and hold the Service Provider harmless from and against any actions, liabilities and/or claims relating to the licenses and the license matters discussed in this provision. The Receiving Party’s obligation to pay any fees under this Section 1.5 shall apply whether or not such claims for fees arise from the Receiving Party’s continued or past access to or benefit from third party intellectual property. The Receiving Party also acknowledges the Service Provider’s right to initiate discussion with third party licensors that may involve the Receiving Party’s use of intellectual property. All negotiated agreements with third party licensors for the future use of or rights to intellectual property and associated services shall be at the cost of the Service Provider, provided that the Receiving Party shall bear the cost of incremental third party use fees which are specifically identified in the agreements with the third party licensors and which relate solely to the Receiving Party’s use (“Incremental License Fees”). Such Incremental License Fees shall be approved in advance in writing by the Receiving Party, which approval shall not be unreasonably withheld or delayed.

  • Intellectual Property Claims Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property. Except as described on Schedule 5.9,(i) each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) no claim has been made to Borrower that any material part of the Intellectual Property violates the rights of any third party. Exhibit D is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

  • Intellectual Properties (a) All ownership, copyright, patent, trade secrecy and other rights in all works, designs, inventions, ideas, manuals, improvements, discoveries, processes, customer lists or other properties (the "Intellectual Properties") made or conceived by Executive during the term of his/her employment by the Company shall be the rights and property solely of the Company, whether developed independently by Executive or jointly with others, and whether or not developed or conceived during regular working hours or at the Company's facilities, and whether or not the Company uses, registers, or markets the same.

  • Assignment of Intellectual Property Rights (a) Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof.

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