DEVELOPED SYSTEMS Sample Clauses

DEVELOPED SYSTEMS. Subject to such rights set forth herein, the entire right, title and interest in all business systems, procedures, processes, inventions, discoveries, improvements or other technology related to the SHIP or the Services and all processes or uses relating thereto, whether or not patentable, jointly developed by United, its contractors, one or more GHIP Vendors and/or AARP hereunder or in connection with Services and the SHIP, including for such purpose any otherwise Proprietary System which is modified for use in connection with the SHIP where the cost of such modifications is charged to the SHIP (collectively, the "Developed Systems") shall be owned as agreed among the parties developing the same. The Developed Systems shall be as from time to time set forth on EXHIBIT 7.7.2 hereto. Either AARP or United unilaterally may amend EXHIBIT 7.7.2 hereto, upon 30 days' notice to the other, to include any new Developed System. Deletion of any Developed System from EXHIBIT 7.7.2 hereto shall require the approval of both AARP and United.
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DEVELOPED SYSTEMS. With respect to each Developed System, RSC and Perox Xxxtems shall mutually agree upon the specifications for the Developed System and acceptance criteria. Perox Xxxtems shall deliver the Developed System in both object code and source code format in the manner designated by RSC. RSC shall own the Developed Systems, including all rights in any U.S. patent, copyright, or other intellectual property right or interest, and Perox Xxxtems assigns all of its rights in the Developed Systems to RSC. Perox Xxxtems agrees to provide any assignments or other documents reasonably requested by RSC with respect to the rights assigned under this Amended Agreement. However, RSC grants to Perox Xxxtems, at no charge to Perox Xxxtems, (i) the unrestricted, exclusive right to use the Developed Systems to provide the Services to RSC as contemplated by this Amended Agreement, and (ii) the nonexclusive right to market and to use each Developed System owned by RSC to provide services to other Perox Xxxtems' customers, subject to (1) RSC's approval at its sole discretion, and
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Related to DEVELOPED SYSTEMS

  • Technology Discoveries, innovations, Know-How and inventions, whether patentable or not, including computer software, recognized under U.S. law as intellectual creations to which rights of ownership accrue, including, but not limited to, patents, trade secrets, maskworks and copyrights developed under this Agreement.

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

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

  • Diagnostic Services All necessary procedures to assist the dentist in evaluating the existing conditions to determine the required dental treatment, including: Oral examinations Consultations

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

  • 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.

  • Technology Upgrades Notwithstanding any other provision of this Agreement, Verizon shall have the right to deploy, upgrade, migrate and maintain its network at its discretion. The Parties acknowledge that Verizon, at its election, may deploy fiber throughout its network and that such fiber deployment may inhibit or facilitate PNG’s ability to provide service using certain technologies. Nothing in this Agreement shall limit Verizon's ability to modify its network through the incorporation of new equipment or software or otherwise. PNG shall be solely responsible for the cost and activities associated with accommodating such changes in its own network.

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

  • 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.

  • 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.

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