Disclosure, Ownership and Assignment Sample Clauses

Disclosure, Ownership and Assignment. The Employee agrees that he will make full and prompt disclosure to the Employer of all inventions, discoveries, designs, developments, methods, modifications, improvements, processes, algorithms, databases, computer programs, formulae, techniques, trade secrets, graphics or images, audio or visual works, and other works of authorship (collectively “Developments”), whether or not patentable or copyrightable, that are created, made, conceived or reduced to practice by the Employee (alone or jointly with others) or under the Employee’s direction during the Term. The Employee acknowledges that all work performed by him is on a “work for hire” basis, and the Employee acknowledges and confirms that he has assigned and transferred, hereby does assign and transfer, and will assign and transfer, to the Employer and its successors and assigns all of Employee’s right, title and interest in all Developments (and in and to any files, books, records, computer printouts, documents, objects, drawings, specifications, patterns and similar items relating thereto) that (a) relate to the Business of the Employer or any customer of or supplier to the Employer or any of the products or services being researched, developed, manufactured or sold by the Employer or which may be used with such products or services; or (b) result from tasks assigned to the Employee by the Employer; or (c) result from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Employer (“Employer-Related Developments”), and all related patents, patent applications, trademarks and trademark applications, copyrights and copyright applications, and other intellectual property rights in all countries and territories worldwide and under any international conventions (“Intellectual Property Rights”).
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Disclosure, Ownership and Assignment. Consultant agrees that he will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all his right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements or trade secrets, whether or not patentable or registrable under copyright of similar laws, which Consultant may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time Consultant is engaged by the Company (collectively the "Inventions"), except as provided in Section 6(d) below. Consultant further acknowledges that all original works of authorship which are made by him (solely or jointly with others) within the scope of and during the period of his engagement by the Company and which are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act.
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Related to Disclosure, Ownership and Assignment

  • Ownership and Confidentiality 3.1 Ownership. UP42 own all right, title, and interests in and to the PRODUCT, and all rights not expressly granted herein are reserved by UP42. If the PRODUCT or any portion are modified, merged, incorporated, or combined into any software, hardware, or other data, or are converted or translated into another data format, they shall continue to be subject to the rights and obligations of this LICENCE, and UP42 and/or its licensors and suppliers retain ownership of all such PRODUCT and all such portions. Licensee is prohibited from distributing the PRODUCT in any manner except as expressly permitted by this LICENCE. LICENSEE acknowledges and agrees that the foregoing license does not confer on Licensee any right, title or interest in any of UP42’s patents, licenses, trade secrets, trademarks or copyrighted material.

  • Ownership and Confidentiality of Records The Transfer Agent agrees that all records prepared or maintained by it relating to the services to be performed by it under the terms of this Agreement are the property of the Company and may be inspected by the Company or any person retained by the Company at reasonable times. The Company and Transfer Agent agree to protect the confidentiality of those records.

  • Ownership and Proprietary Rights Title, ownership rights and intellectual property rights to Software or to the Software and all patents, copyright, design rights, trade secrets and other proprietary rights in or related to the Software are and remain the exclusive property of Licensor and its suppliers. Licensee acknowledges such rights and will not take any action that jeopardizes such rights or acquire any rights except the limited use rights specified in this Agreement. The Software is protected by copyright and other intellectual property laws and international treaty provisions. The Licensee further acknowledges that in the course of its use of the Software, pursuant to the terms of this Agreement, that it may suggest modifications or improvements to the Software (“Modification(s)”). The Licensee expressly acknowledges the Licensor shall have the right to use these modifications and hereby grants the Licensor a non-exclusive, royalty-free, perpetual worldwide license to use or incorporate said Modification(s), in whole or in part, into the future development of any technology, including the Software. The Licensee expressly acknowledges that the Licensor is not obligated to provide the licensee with any form of compensation with respect to the use of the Modification(s).

  • Confidentiality and Ownership The Executive acknowledges and agrees that the Confidential Information (as defined in Paragraph 5(A) below) is the property of the Corporation, its subsidiaries and affiliates. Accordingly, the Executive agrees as follows:

  • Disclosure; 10b-5 The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, if any, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable rules and regulations under the Securities Act and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable rules and regulations. Each of the Prospectus and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The SEC Reports, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable rules and regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to the SEC Reports incorporated by reference in the Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Prospectus or Prospectus Supplement, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the applicable rules and regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Prospectus or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading.

  • Ownership and Copyright All work product, information data, or documents produced hereunder by the Consultant and his subconsultants shall be delivered to Regents, and title thereto shall vest in Regents regardless of the stage to which the development of the study may have progressed. In addition, the Consultant hereby expressly assigns, transfers and otherwise quitclaims to the Regents, its heirs and assigns forever, all right, title and interest, including all copyrights and all termination/renewal rights is such copyrights and all causes of action accruing under such copyrights, in all studies, study calculations, drawings, specifications, other data, embodiments of such studies, documents or other works of authorship produced hereunder by the Consultant, his employees, and his subconsultants. The Consultant further warrants that this transfer of copyrights and other rights is valid against the world. Finally, reproducible copies of all work products and other technical data shall be furnished to the Regents without cost whether the work for which they are made be executed or not. The Consultant may make and retain for its use such additional copies as it may desire. Notwithstanding the rights, ownership, grants, assignments, transfers, and quitclaims set forth herein, the Regents expressly grants, assigns, and transfers a permanent and exclusive license to the Design Professional, its successors, and assigns, for the Design Professional’s Instruments of Service, and to each consultant (including the consultant’s successors and assigns) of the Design Professional for such consultant’s Instruments of Service, to use, reproduce, sell, transfer, and accomplish derivative works therefrom, for any and all purposes.

  • Ownership and Licenses 54 Section 16.01 Property damage.....................................................................................................................55 Section 16.02 Risk of Loss.............................................................................................................................55 Section 16.03 Limitation of HHSC’s Liability..................................................................................................55 Section 17.01 Insurance Coverage................................................................................................................55 Section 17.02 Performance Bond..................................................................................................................57 Section 17.03 TDI Fidelity Bond.....................................................................................................................57

  • Confidentiality; Sharing Information Agent, each Lender and each Transferee shall hold all non-public information obtained by Agent, such Lender or such Transferee pursuant to the requirements of this Agreement in accordance with Agent’s, such Lender’s and such Transferee’s customary procedures for handling confidential information of this nature; provided, however, Agent, each Lender and each Transferee may disclose such confidential information (a) to its examiners, Affiliates, outside auditors, counsel and other professional advisors, (b) to Agent, any Lender or to any prospective Transferees, and (c) as required or requested by any Governmental Body or representative thereof or pursuant to legal process; provided, further that (i) unless specifically prohibited by Applicable Law, Agent, each Lender and each Transferee shall use its reasonable best efforts prior to disclosure thereof, to notify the applicable Borrower of the applicable request for disclosure of such non-public information (A) by a Governmental Body or representative thereof (other than any such request in connection with an examination of the financial condition of a Lender or a Transferee by such Governmental Body) or (B) pursuant to legal process and (ii) in no event shall Agent, any Lender or any Transferee be obligated to return any materials furnished by any Borrower other than those documents and instruments in possession of Agent or any Lender in order to perfect its Lien on the Collateral once the Obligations have been paid in full and this Agreement has been terminated. Each Borrower acknowledges that from time to time financial advisory, investment banking and other services may be offered or provided to such Borrower or one or more of its Affiliates (in connection with this Agreement or otherwise) by any Lender or by one or more Subsidiaries or Affiliates of such Lender and each Borrower hereby authorizes each Lender to share any information delivered to such Lender by such Borrower and its Subsidiaries pursuant to this Agreement, or in connection with the decision of such Lender to enter into this Agreement, to any such Subsidiary or Affiliate of such Lender, it being understood that any such Subsidiary or Affiliate of any Lender receiving such information shall be bound by the provisions of this Section 16.15 as if it were a Lender hereunder. Such authorization shall survive the repayment of the other Obligations and the termination of this Agreement.

  • Confidentiality and Disclosure of Offering Materials by Potential Investor Potential Investor acknowledges on behalf of itself and any and all Related Parties that the Offering Materials are considered confidential and proprietary information of Owner and/or JLL, and Potential Investor will not make (or cause or permit any Related Party to make) any Offering Materials available, or disclose any of the contents thereof, to any person without Owner’s or JLL’s prior written consent; provided, however, that the Offering Materials may be disclosed to the Potential Investor’s Representative (if any), the Potential Investor's partners, employees, legal counsel, advisors, institutional lenders and other capital sources (collectively the "Related Parties") as reasonably required for an evaluation of the Property. Such Related Parties shall be informed by Potential Investor of the confidential nature of the Offering Materials and the terms of this Agreement and shall be directed by Potential Investor to keep the Offering Materials and related information strictly confidential in accordance with this Agreement and to otherwise abide by the terms of this Agreement as if such party was the Potential Investor hereunder. In the event any Related Party shall take or omit to take any action which if taken or omitted to be taken by Potential Investor would constitute a breach of or a default under the terms hereof, the such act or omission by such Related Party shall be deemed to be a breach of the terms hereof by Potential Investor.

  • Beneficial Ownership Information Prompt written notice of any changes to the beneficial ownership information set out in Section 14 of the Perfection Certificate. Borrower understands and acknowledges that Bank relies on such true, accurate and up-to-date beneficial ownership information to meet Bank’s regulatory obligations to obtain, verify and record information about the beneficial owners of its legal entity customers;

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