Derivative Works and Derivative Products Sample Clauses

Derivative Works and Derivative Products. 1. Development by [Software Developer]. ______________________ shall have the exclusive rights set forth in Section II hereof with respect to any Derivative Works or Derivative Products that are developed, or the rights to which are acquired, by [Software Developer] during the term of this Agreement. [Software Developer] shall promptly inform ______________________ of any Derivative Works and Derivative Products which are developed, or the rights to which are acquired, by [Software Developer] during the term of this Agreement, and [Software Developer] shall deliver copies thereof to ______________________ upon ______________________’s request. 2. Development at ______________________’s Request. If ______________________ desires to prepare or have a third party prepare a Derivative Work, ______________________ shall first give [Software Developer] written notice and give [Software Developer] the opportunity to prepare the Derivative Work. If [Software Developer] does not agree within thirty (30) days to prepare the Derivative Work, if [Software Developer] and ______________________ do not agree within ninety (90) days to specifications and a delivery schedule for the Derivative Work, or if [Software Developer] fails to prepare the Derivative Work in accordance with the mutually agreed upon specifications and delivery schedule, then ______________________ shall have the right, after giving [Software Developer] written notice, to prepare or cause a third party to prepare the Derivative Work. If [Software Developer] prepares the Derivative Work, ______________________ shall pay [Software Developer] the normal royalties specified in Exhibit___. If ______________________ prepares the Derivative Work, ______________________ shall pay [Software Developer] the reduced royalty rate specified in Exhibit __ for Derivative Works prepared by ______________________.
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Derivative Works and Derivative Products 

Related to Derivative Works and Derivative Products

  • 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.

  • UNMODIFIED DERIVATIVES Substances created by the RECIPIENT which constitute an unmodified functional subunit or product expressed by the ORIGINAL MATERIAL. Some examples include: subclones of unmodified cell lines, purified or fractionated subsets of the ORIGINAL MATERIAL, proteins expressed by DNA/RNA supplied by the PROVIDER, or monoclonal antibodies secreted by a hybridoma cell line.

  • Software Products Save as otherwise set forth in the Agreement, the right to use any Software Product is personal to the Licensee, for its own internal use, and is non-transferable, except with the Licensor’s prior written consent, in which case the Licensee shall cause the assignee or sub-licensee to agree to the terms of this Software License.

  • Source Code 5.1 Nothing in this XXXX shall give to the User or any other person any right to access or use the Source Code or constitute any licence of the Source Code.

  • SOFTWARE PRODUCT LICENSE The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold.

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

  • Derivatives Where a term is defined herein, a capitalized derivative of such term shall have a corresponding meaning unless the context otherwise requires.

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

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

  • 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.

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