Disputes Regarding Release of Technology Escrow Materials Sample Clauses

Disputes Regarding Release of Technology Escrow Materials or Delivery of Z-Tel Technology. Notwithstanding any other provision of this Agreement, in the event that Z-Tel disputes or disagrees as to the occurrence of a Z-Tel Triggering Event or any other conditions to the release of the Technology Escrow Materials or with any delivery of Z-Tel Technology pursuant to Section 5.2.2 or any release of the Technology Escrow Materials by the Technology Escrow Agent to MCI, Z-Tel agrees that it shall not be entitled to seek any emergency or other expedited equitable relief to prevent such release or delivery, whether by way of a preliminary injunction, temporary restraining order, or otherwise, and that the Technology Escrow Materials shall immediately be released and the Z-Tel Technology immediately delivered to MCI notwithstanding the pendency of any such dispute or disagreement. If a court ultimately determines under the terms of this Agreement that any delivery of Z-Tel Technology pursuant to Section 5.2.2 or any release of the Technology Escrow Materials should not have occurred and the court issues an order against MCI to such effect, a) MCI shall return the Technology Escrow Materials and all copies and records thereof to Z-Tel in compliance with such order, b) MCI shall return to Z-Tel any Z-Tel Technology and all copies and records thereof received pursuant to Section 5.2.2, c) Z-Tel shall be entitled to any fees to which it would otherwise have been entitled had the Triggering Event not been declared by MCI, interest on such fees at the lesser of one and one half percent per month or the maximum amount allowed by Law accruing from the date of the release of Technology Escrow Materials, and its reasonable attorneys' fees and litigation costs, and d) MCI shall be entitled to a refund of any payment made to Z-Tel pursuant to Section 5.2.1 of this Agreement (i.e., the difference between ******** and any Software License Fee paid to that date).
Sample 1
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Related to Disputes Regarding Release of Technology Escrow Materials

  • Proprietary Information and Inventions Assignment Agreement The Executive has executed and delivered the Company’s standard Employee Proprietary Information and Inventions Assignment Agreement or similar agreement and the Executive represents and warrants that the Executive shall continue to be bound and abide by such Employee Proprietary Information and Inventions Assignment Agreement or similar agreement.

  • EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT In consideration of my employment or continued employment by CALIPER TECHNOLOGIES CORP. (the "COMPANY"), and the compensation now and hereafter paid to me, I hereby agree as follows:

  • Confidential Information and Invention Assignment Agreement Executive acknowledges that he has previously executed and delivered to an officer of the Company the Company’s Confidential Information and Invention Assignment Agreement (the “Confidentiality Agreement”) and that the Confidentiality Agreement remains in full force and effect.

  • Confidential Information and Invention Assignment Agreements Executive’s receipt of any payments or benefits under Section 3 (other than the accrued benefits set forth in Section 3(a)(i) or Section 3(b)(i)) will be subject to Executive continuing to comply with the terms of the At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement between the Company and Executive, as such agreement may be amended from time to time.

  • Inventions and Proprietary Information Executive agrees to sign and be bound by the terms of the Proprietary Information and Inventions Agreement, which is attached as Exhibit B (“Proprietary Information Agreement”).

  • Proprietary Information and Inventions Employee understands and acknowledges that:

  • Intellectual Property Rights and Confidentiality Clauses 3.1 Party A shall have exclusive and proprietary ownership, rights and interests in any and all intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A at its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A.

  • Work for Hire; Assignment of Inventions You acknowledge and agree that any copyrightable works prepared by you, either alone or jointly with others, within the scope of your employment are “works made for hire” under the Copyright Act and that the Company will be considered the author and owner of such copyrightable works. Any copyrightable works the Company or a Group member specially commissions from you while you are employed with the Company shall be deemed a work made for hire under the Copyright Act and if for any reason a work cannot be so designated as a work made for hire, you agree to and hereby assign to the Company all right, title and interest in and to said work(s) and the related copyright(s). You agree to and hereby grant the Company a non-exclusive, royalty-free, irrevocable, perpetual, worldwide, sublicensable and assignable license to make, have made, copy, modify, make derivative works of, use, publicly perform, display or otherwise distribute any copyrightable works you create during the time you are employed with the Company that for any reason do not qualify as a work made for hire, that were not specially commissioned by the Group, or both, but that relate in any way to the business of the Group. You agree that all Inventions that (i) are developed using equipment, supplies, facilities Proprietary Information, or trade secrets of the Group, (ii) result from work performed by you for the Group and/or on Company time, or (iii) relate to the Group’s business or current or anticipated research and development (the “Assigned Inventions”), will be the sole and exclusive property of the Company and you agree to and hereby irrevocably assign the Assigned Inventions to the Company.

  • Invention Assignment and Confidentiality Agreement The Executive agrees and acknowledges that the Executive is bound by the Employee Invention Assignment and Confidentiality Agreement entered into by and between the Executive and the Company (the “Confidentiality Agreement”), including but not limited to the Executive’s confidentiality, non-competition and non-solicitation obligations thereunder.

  • Proprietary Information and Inventions Agreement The Company shall require all employees and consultants to execute and deliver a Proprietary Information and Inventions Agreement substantially in a form approved by the Company’s counsel or Board of Directors.

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