Dealing With Intellectual Property Sample Clauses

Dealing With Intellectual Property. On a continuing basis, each Grantor shall, at its sole cost and expense, (a) promptly following its becoming aware thereof, notify the Collateral Agent of any adverse determination in any proceeding or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office regarding such Grantor’s claim of ownership in or right to use any of the Material Intellectual Property Collateral, such Grantor’s right to register such Material Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect, (b) maintain and protect the Material Intellectual Property Collateral as presently used and operated and as contemplated by the Loan Agreements, except in the Ordinary Course of Business and consistent with Grantors’ commercially reasonable business judgment, (c) not permit to lapse or become abandoned any Material Intellectual Property Collateral as presently used and operated and as contemplated by the Loan Agreements, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Material Intellectual Property Collateral, in each case except in the Ordinary Course of Business and consistent with Grantors’ commercially reasonable business judgment, (d) upon such Grantor obtaining knowledge thereof, promptly notify the Collateral Agent in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of the Material Intellectual Property Collateral or the rights and remedies of the Collateral Agent in relation thereto or the ability of such Grantor or the Collateral Agent to dispose of such Material Intellectual Property Collateral, including a levy or threat of levy or any legal process against the Material Intellectual Property Collateral or any portion thereof, (e) not license the Material Intellectual Property Collateral other than licenses entered into by such Grantor in, or incidental to, the Ordinary Course of Business, or amend or permit the amendment of any of the licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that could materially impair the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the consent of the Collateral Ag...
Sample 1See All (13)
AutoNDA by SimpleDocs
Dealing With Intellectual Property. 9.4.1 The State: a. must, if requested by the Commonwealth to do so, bring into existence, sign, execute or otherwise deal with any document which may be necessary or desirable to give effect to this clause 9; b. warrants that the State is entitled, or will be entitled at the relevant time, to deal with the Intellectual Property in the Agreement Material and the Existing Material in accordance with this clause 9; and c. except as expressly provided for in this Agreement, must not deal with the Intellectual Property in the Agreement Material during the Term of this Agreement.
Sample 1Sample 2Sample 3
Dealing With Intellectual Property. 29 Section 6.03 Additional Intellectual Property.30 Section 6.04 Intellectual Property Litigation.31 RECEIVABLES 31 Section 7.01 Dealing With Receivables.31 Section 7.02 Modification of Receivables.32 REMEDIES 32 Section 8.01 Remedies.32 Section 8.02 No Waiver and Cumulative Remedies.35 Section 8.03 Application of Proceeds.36 MISCELLANEOUS 36 Section 9.01 Concerning Collateral Agent.36 3243958.7 Section 9.02 Performance By Collateral Agent.37
Sample 1
Dealing With Intellectual Property. 6.1 Title and ownership to all Intellectual Property in all Contract Material shall be transferred from SmarterSoft to the Client upon receipt of full payment for Services, except where a Solution contains SmarterSoft’s own Intellectual Property, as is the case for Solutions built using the Integra Platform. In such cases: a) SmarterSoft shall retain title and ownership of all Intellectual Property within any Contract Material, including, but not limited to any Client specific customisations, configurations, plans, designs, documents, Source Code, creative products; and b) SmarterSoft shall own the copyright within any Contract Material in which copyright subsists. 6.2 Where SmarterSoft grants the Client a license to use its Intellectual Property, for example Solutions built using SmarterSoft’s Integra Platform (“Licensed Solutions”), unless otherwise agreed in writing, the license shall be non- exclusive, non-perpetual, non-transferrable and restricted by the following: a) the Client agrees to use the Licensed Solution solely for purposes internal to the Client’s organisation and shall not attempt to resell, redistribute or sublicense the Licensed Solution to any third party, in whole or in part, in any form, whether modified or unmodified for any reason whatsoever; and b) the Client agrees not to decipher, decompile, disassemble or reverse engineer any of the Licensed Solution for any reason. 6.3 The Client recognises that SmarterSoft regards Licensed Solutions as its proprietary information and as confidential trade secrets of great value. The Client agrees not to provide or to otherwise make available in any form the Licensed Solution, or any portion thereof, to any third party without the prior written consent of SmarterSoft. The Client further agrees to treat the Licensed Programs with at least the same degree of care with which the Client treats its own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the SmarterSoft’s Licensed Solution. 6.4 The original and any copies of the Licensed Solution, including translations, compilations, partial copies, modifications, and updates, always remain the sole property of SmarterSoft. 6.5 All rights to Intellectual Property contained within Content shall always vest in the Client or the Content’s legal owner. 6.6 For the lifetime of any Solution containing SmarterSoft’s own Intellectual Property, the Client shall allow SmarterSoft to display up...
Sample 1
Dealing With Intellectual Property. On a continuing basis, the Pledgor shall, at its sole cost and expense, (a) promptly following its becoming aware thereof, notify the Secured Party of any adverse determination in any proceeding or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office regarding the Pledgor's claim of ownership in or right to use any of the Trademarks, the Pledgor's right to register such Trademark or its right to keep and maintain such registration in full force and effect, (b) maintain and protect the Trademarks for use, (c) not permit to lapse or become abandoned any Trademarks, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Trademark, in each case except as shall be consistent with commercially reasonable business judgment, (d) upon the Pledgor obtaining knowledge thereof, promptly notify the Secured Party in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of the Trademarks, the ability of the Pledgor or the Secured Party to dispose of the Trademarks or any portion thereof or the rights and remedies of the Secured Party in relation thereto including a levy or threat of levy or any legal process against the Trademarks or any portion thereof, (e) not license the Trademarks other than licenses entered into by the Pledgor in, or incidental to, the ordinary course of business, or amend or permit the amendment of any of the licenses, in any such case in a manner that could materially impair in the reasonable judgment of the Pledgor, the Lien on and security interest in the Trademarks created therein hereby or the exercise of remedies by the secured party hereunder, without the consent of the Secured Party, and (f) diligently keep adequate records respecting the Trademarks.
Sample 1
Dealing With Intellectual Property. On a continuing basis, the Pledgor shall, at its sole cost and expense, (a) promptly following its becoming aware thereof, notify the Secured Party of any adverse determination in any proceeding or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office regarding the Pledgor's claim of ownership in or right to use any of the Trademarks, the Pledgor's right to register such Trademark or its right to keep and maintain such registration in full force and effect, (b) maintain and protect the Trademarks for use,
Sample 1
Dealing With Intellectual Property. The Secured Party may register assignments of the Intellectual Property, and use, sell, assign, license, or sub-license any of the Intellectual Property.
Sample 1
AutoNDA by SimpleDocs

Related to Dealing With Intellectual Property

  • Rights to Intellectual Property This Data Agreement does not give Service Provider any rights, implied or otherwise, to CDI, data, content or intellectual property except as expressly stated in any underlying agreement between the parties. This includes but is not limited to the right to share, sell or trade CDI. The District acknowledges that this agreement does not convey any intellectual property right in any of Service Provider’s materials or content, including any revisions of derivative work or material. Service Provider-owned materials shall remain the property of the Service Provider. All rights, including copyright, trade secrets, patent and intellectual property rights shall remain the sole property of the Service Provider.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, 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.

  • 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.

  • 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 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.

  • 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 Matters A. Definitions

  • Third Party Intellectual Property 4.1. Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable. 4.2. Subject to Clause 6 you may not reproduce, copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on the Website or unless given express written permission to do so by the relevant manufacturer or supplier.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!