Dealing with Intellectual Property Rights Sample Clauses

Dealing with Intellectual Property Rights. The Provider warrants that it: is entitled, or will be entitled at the relevant time, to deal with the Intellectual Property Rights in Agreement Material and the Existing Material in accordance with this clause 38; and has obtained valid written consents from all owners of Intellectual Property Rights in, and all authors (including Subcontractors) involved in, creating Agreement Material and Existing Material so that the Department’s use of that Material in accordance with this clause 38 will not infringe: the Intellectual Property Rights of any third party; or any author’s Moral Rights. The Provider must: if requested by the Department to do so, bring into existence, sign, execute or otherwise deal with any document that may be necessary or desirable to give effect to this clause 38; not deal with the Intellectual Property Rights in the Agreement Material, except as expressly provided for in this Agreement; and deliver all Agreement Material to the Department on the termination or expiry of the Agreement, unless otherwise Notified by the Department. For the purposes of clause 38 'infringe' includes unauthorised acts that would, but for the operation of section 163 of the Patents Act 1990 (Cth), section 96 of the Designs Act 2003 (Cth), section 183 of the Copyright Act 1968 (Cth), and section 25 of the Circuits Layout Act 1989 (Cth), constitute an infringement. Licensing of Intellectual Property Rights
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Dealing with Intellectual Property Rights. 11.4.1. The Recipient:
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Dealing with Intellectual Property Rights. 32.1 The Provider warrants that it:
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Dealing with Intellectual Property Rights. The Provider warrants that it: is entitled, or will be entitled at the relevant time, to deal with the Intellectual Property Rights in the Existing Material and the Agreement Material in accordance with this clause 32; and has obtained valid written consents from all owners of Intellectual Property Rights, and all authors (including approved Subcontractors) involved in creating the Agreement Material and Existing Material so that the Department’s use of that Material will not infringe the Intellectual Property Rights of any third party or any author’s Moral Rights under the Copyright Act 1968. The Provider must, if requested by the Department 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 32. Commonwealth Material Ownership of all Commonwealth Material, including Intellectual Property Rights in that Material, remains vested at all times in the Department, but the Department grants the Provider a licence to use, copy, reproduce, communicate, adapt and exploit that Material only for the purposes of this Agreement, and in relation to each Grant Agreement, subject to any conditions or restrictions which the Department may from time to time notify to the Provider. The licence in clause 33.1 is revocable on 10 Business Days’ notice by the Department, or otherwise expires on the later of the Completion Date or the termination or expiry of any Grant Agreement. Commonwealth Coat of Arms The Provider must not use the Commonwealth Coat of Arms for the purposes of this Agreement, except as authorised in accordance with the Use of the Commonwealth Coat of Arms General Guidelines available at xxxxx://xxx.xxxx.xxx.xx/xxxxx/xxxxxxx/xxxxx/xxxxxxxxxxxx/Xxxxxxxxxxxx_Xxxx_xx_Xxxx_Xxxxxxxxxxx_xxx_Xxxxxxxxxx.xxx.
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Related to Dealing with Intellectual Property Rights

  • INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS A. Data produced under this Annex which is subject to paragraph C. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement will be protected for the period of one year.

  • Intellectual Property Rights The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

  • Intellectual Property Rights and Ownership 5.1. You acknowledge that all Intellectual Property Rights (including any new Intellectual Property Rights) arising out of or in connection with the Access Products and associated Documentation, belong at all times to Us or Our licensors.

  • Enforcement of Intellectual Property Rights I will cooperate fully with the Company, both during and after my employment with the Company, with respect to the procurement, maintenance and enforcement of Intellectual Property Rights in Company-Related Developments. I will sign, both during and after the term of this Agreement, all papers, including without limitation copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development. If the Company is unable, after reasonable effort, to secure my signature on any such papers, I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development.

  • INTELLECTUAL PROPERTY RIGHTS INDEMNITY (a) Customer shall promptly notify Signify of any third party claim alleging that any of the Products and/or Services supplied to Customer by Signify infringes any third party IPR. Upon such notice, Signify may at its own option and at its own expense either: (i) procure for Customer the right to continue using such Product and/or Services; or (ii) provide a replacement non-infringing product for such Product of equivalent functionality; or (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Services.

  • Protection of Intellectual Property Rights (a) (i) Protect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent.

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