Freedom to Use Ideas and Residuals Sample Clauses

Freedom to Use Ideas and Residuals. Subject to Section 9 and notwithstanding anything to the contrary contained in this Agreement or an Order Form, the ideas, methods, concepts, know- how, structures, techniques, inventions, developments, processes, discoveries, improvements and other information and materials developed in and during the course of any Order Form may be used by Liferay, in perpetuity without an obligation to account (whether financially or otherwise), in any way Liferay deems appropriate, including by or for itself or its customers or partners. Further, notwithstanding the respective confidentiality obligations of the parties, each party may use the Residuals resulting from access to or work with the other party’s Confidential Information, provided that each party shall comply with its confidentiality obligations relating to the disclosure of Confidential Information to third parties as provided in this Agreement. Neither party shall have any obligation to limit or restrict the assignment of its employees or other resources or to pay royalties or account in any way for any work resulting from the use of Residuals. This Section 3.3 shall not apply to a party’s use of Residuals resulting from the other party’s trade secrets.
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Freedom to Use Ideas and Residuals. Subject to Section 9 and notwithstanding anything to the contrary contained in this Agreement or an Order Form, the ideas, methods, concepts, know-how, structures, techniques, inventions, developments, 2. Xxxxxx de ce contrat 2.1 Généralités Ce Contrat établit un cadre pour la fourniture de Services de la part de Liferay au Client. Liferay offre un éventail de Services, incluant des Services de Souscription, des Services Professionnels ou des Services de Formation. La plupart de ces offres sont normalisées et décrites dans les Annexes, qui complètent ce Contrat et y sont incorporées par référence, le cas échéant, dans un Bon de Commande pour les Services concernés. Les parties acceptent que les conditions de ce Contrat régissent toutes les commandes et l'utilisation par le Client des Services, sauf accord contraire des parties par écrit.
Sample 1
Freedom to Use Ideas and Residuals. Subject to Section 9 and notwithstanding anything to the contrary contained in this Agreement or an Order Form, the ideas, methods, concepts, know-how, structures, techniques, inventions, developments, processes, discoveries, improvements and other information and materials developed in and during the course of any Order Form may be used by Liferay, in perpetuity, without an obligation to account (whether financially or otherwise), in any way Liferay deems appropriate, including by or for itself or its customers or partners. Further, notwithstanding the respective confidentiality obligations of the parties, each party may use the Residuals resulting from access to or work with the other party’s Confidential Information, provided that each party shall comply with its confidentiality obligations relating to the disclosure of Confidential Information to third parties as provided in this Agreement. Neither party shall have any obligation to limit or restrict the assignment of its employees or other resources or to pay royalties or account in any way for any work resulting from the use of Residuals. This Section 3.3 shall not apply to a party’s use of Residuals resulting from the other party’s trade secrets. 4. Fees, Expenses and Payment Terms 4.1. Unit, Business Partner Transactions Customer agrees to pay Liferay (or, if applicable, a Business Partner) the applicable Fees for each Unit. The following Sections 4.2, 4.3 and 4.4 shall only apply to direct transactions between Liferay and Customer. In the event that Customer acquires Services from a Business Partner, Sections 4.2, 4.3 and 4.4 will not apply but the applicable fees, payment terms and taxes will be as agreed separately between Business Partner and Customer, without any involvement or creating any further responsibility for Liferay related to the terms agreed between Business Partner and Customer.
Sample 1
Freedom to Use Ideas and Residuals. Subject to Section 9 and notwithstanding anything to the contrary contained in this Agreement or an Order Form, the ideas, methods, concepts, know-how, structures, techniques, inventions, developments, processes, discoveries, improvements and other information and materials developed in and during the course of any Order Form may be used by Liferay, in perpetuity without an obligation to account (whether financially or otherwise), in any way Liferay deems appropriate, including
Sample 1
Freedom to Use Ideas and Residuals. Subject to Section 9, and notwithstanding anything to the contrary contained in this Agreement or an Order Form, the ideas, methods, concepts, know-how, structures, techniques, inventions, developments, processes, discoveries, improvements and other information and materials developed in and during the course of any Order Form may be used by Liferay, in perpetuity, without an obligation to account (whether financially or otherwise), in any way Liferay deems appropriate, including by or for itself or its customers or partners. Further, notwithstanding the respective confidentiality obligations of the parties, each party may use the Residuals resulting from access to or work with the other party’s Confidential Information, provided that each party shall comply with its confidentiality obligations relating to the disclosure of Confidential Information to third parties as provided in this Agreement. Neither party shall have any obligation to limit or restrict the assignment of its employees or other resources or to pay royalties or account in any way for any work resulting from the use of Residuals. This uniquement interprétée comme une référence à l'entité spécifique (soit les entités ci-dessus désignées comme « Liferay », « Client » ou leurs Sociétés Affiliées respectives) qui signe ou adresse un Bon de Commande. Les parties reconnaissent et acceptent que dans l’hypothèse où un Bon de Commande est signé ou adressé par une Société Affiliée de Liferay ou une Société Affiliée du Client, des ajustements aux conditions de ce Contrat peuvent être faits, en particulier, mais sans s'y limiter, afin de répondre à des régimes fiscaux ou juridiques différents dans d’autres régions géographiques.
Sample 1
Freedom to Use Ideas and Residuals. Subject to Section 9 and notwithstanding anything to the contrary contained in this Agreement or an Order Form, the ideas, methods, concepts, know-how, structures, techniques, inventions, developments, processes, discoveries, improvements and other information and materials developed in and during the course of any Order Form may be used by Liferay, in perpetuity without an obligation to account (whether financially or otherwise), in any way Liferay deems appropriate, including by or for itself or its customers or partners. Further, notwithstanding the respective confidentiality obligations of the parties, each party may use the Residuals resulting from access to or work with the other party’s Confidential Information, provided that each party shall comply with its confidentiality obligations relating to the disclosure of Confidential Information to third parties as provided in this Agreement. Neither party shall have any obligation to limit or mediante la suscripción con Liferay o con la Afiliada de Liferay en cuestión del correspondiente Pedido. En virtud de la suscripción de dicho Pedido, las partes en cuestión acuerdan que, a los efectos del mismo, cumplirán y quedarán obligadas en todo momento por los términos del presente Contrato, al igual que si las mismas tuvieran la condición de parte del mismo en lugar de sus respectivas Afiliadas que hubieran suscrito inicialmente el presente Contrato. En consecuencia, cualquier referencia en el presente Contrato a “Liferay” o al “Cliente” habrá de entenderse exclusivamente como una referencia a la entidad específica en cuestión (esto es, a las entidades referidas anteriormente como “Liferay” o como el “Cliente”, o a sus respectivas Afiliadas) que suscribiera o presentara dicho Pedido. Las partes reconocen y aceptan que, para el caso en que cualquiera de las Afiliadas de Liferay o del Cliente suscribieran o presentaran un Pedido, podrían ser necesarios ajustes a los términos del presente Contrato incluyendo, sin limitación alguna, a efectos de considerar sistemas jurídicos o fiscales distintos en vigor en otras zonas geográficas. 3. Licencia y Titularidad 3.1 Xxxxxx Xxxxx indicación expresa en otro sentido prevista en cualquier Pedido, el presente Contrato no supone ni conlleva la concesión de derecho o licencia alguna, expresa o implícita, a efectos del uso de cualesquiera nombres comerciales, marcas comerciales o de servicio, en cada caso pertenecientes a Liferay, a cualquier Afiliada de Liferay, al Cliente, ...
Sample 1
Freedom to Use Ideas and Residuals. Subject to Section 9 and notwithstanding anything to the contrary contained in this Agreement or an Order Form, the ideas, methods, concepts, know-how, structures, techniques, inventions, developments, processes, discoveries, improvements and other information and materials developed in and during the course of any Order Form may be used by Liferay, in perpetuity, variedade de Serviços, incluindo Serviços de Subscrição, Serviços Profissionais e Serviços de Treinamento. Muitas dessas ofertas são padrão, encontrando-se descritas nos Apêndices, que constituem parte integrante deste Acordo e devem ser anexados, por mera referência e quando aplicável, ao Formulário de Pedido relacionado ao respectivo Serviço. As partes acordam que os termos do presente Acordo irão xxxxx todos os pedidos e o uso, pelo Cliente, dos Serviços enquanto não houver disposição escrita em contrário, acordada por ambas as partes.
Sample 1
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Related to Freedom to Use Ideas and Residuals

  • Sublicense to Use the Scudder Trademarks As exclusive licensee of the rights to use anx xxxxxcense the use of the "Scudder," "Scudder Investments" and "Scudder, Stevens & Clark, Inx." xxxdemaxxx (xxgether, the "Scuddex Xxxxx"), xxx xerexx xxant the Trust a nonexclusive right xxx xxxlicense to use (i) the "Scudder" name and mark as part of the Trust's name (the "Fund Namx"), xxd (ii) the Scudder Marks in connection with the Trust's investment products xxx xxxvices, in each case only for so long as this Agreement, any other investment management agreement between you or any organization which shall have succeeded to your business as investment manager ("your Successor") and the Trust, or any extension, renewal or amendment hereof or thereof remains in effect, and only for so long as you are a licensee of the Scudder Marks, provided however, that you agree to use your best xxxxxxx to maintain your license to use and sublicense the Scudder Marks. The Trust agrees that it shall have no right to suxxxxxxxe or assign rights to use the Scudder Marks, shall acquire no interest in the Scudder Marks othxx xxxx the rights granted herein, that all of txx Xxxxt's uses of the Scudder Marks shall inure to the benefit of Scudder Trust Company xx xxxer and licensor of the Scudder Marks (xxx "Xrademark Owner"), and that the Trust shall nxx xxxxlenge the validity of the Scudder Marks or the Trademark Owner's ownership thereof. The Truxx xxxxher agrees that all services and products it offers in connection with the Scudder Marks shall meet commercially reasonable standards of duaxxxx, xs may be determined by you or the Trademark Owner from time to time, provided that you acknowledge that the services and products the Trust rendered during the one-year period preceding the date of this Agreement are acceptable. At your reasonable request, the Trust shall cooperate with you and the Trademark Owner and shall execute and deliver any and all documents necessary to maintain and protect (including but not limited to in connection with any trademark infringement action) the Scudder Marks and/or enter the Trust as a registered user thereof. Xx xxch time as this Agreement or any other investment management agreement shall no longer be in effect between you (or your Successor) and the Trust, or you no longer are a licensee of the Scudder Marks, the Trust shall (to the extent that, and as soon ax, xx xawfully can) cease to use the Fund Name or any other name indicating that it is advised by, managed by or otherwise connected with you (or your Successor) or the Trademark Owner. In no event shall the Trust use the Scudder Marks or any other name or mark confusingly similar therexx (xxxluding, but not limited to, any name or mark that includes the name "Scudder") if this Agreement or any other investment advisory agrexxxxx xetween you (or your Successor) and the Fund is terminated.

  • Confidential Information and Restricted Activities Employee has entered into the Company’s Employee Proprietary Information Agreement (“EPIA”) and acknowledges his or her obligations thereunder. The EPIA is specifically incorporated into this Agreement.

  • TEACHERS AND RESEARCHERS 1. An individual who is a resident of a Contracting State immediately before making a visit to the other Contracting State, and who, at the invitation of any university, college, school or other similar educational institution, visits that other State for a period not exceeding two years solely for the purpose of teaching or research or both at such educational institution shall be exempt from tax in that other State on any remuneration for such teaching or research. 2. This Article shall not apply to income from research if such research is undertaken primarily for the private benefit of a specific person or persons.

  • Sales Material, Information and Trademarks 6.1 For purposes of this Section 6, “Sales literature or other Promotional material” includes, but is not limited to, portions of the following that use any logo or other trademark related to the Trust, or Underwriter or its affiliates, or refer to the Trust: advertisements (such as material published or designed for use in a newspaper, magazine or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures, electronic communication or other public media), sales literature (i.e., any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts or any other advertisement, sales literature or published article or electronic communication), educational or training materials or other communications distributed or made generally available to some or all agents or employees in any media, and disclosure documents, shareholder reports and proxy materials. 6.2 You shall furnish, or cause to be furnished to us or our designee, at least one complete copy of each registration statement, prospectus, statement of additional information, private placement memorandum, retirement plan disclosure information or other disclosure documents or similar information, as applicable (collectively “Disclosure Documents”), as well as any report, solicitation for voting instructions, Sales literature or other Promotional materials, and all amendments to any of the above that relate to the Contracts or the Accounts prior to its first use. You shall furnish, or shall cause to be furnished, to us or our designee each piece of Sales literature or other Promotional material in which the Trust or an Adviser is named, at least fifteen (15) Business Days prior to its proposed use. No such material shall be used unless we or our designee approve such material and its proposed use. 6.3 You and your agents shall not give any information or make any representations or statements on behalf of the Trust or concerning the Trust, the Underwriter or an Adviser, other than information or representations contained in and accurately derived from the registration statement or prospectus for the Trust shares (as such registration statement and prospectus may be amended or supplemented from time to time), annual and semi-annual reports of the Trust, Trust-sponsored proxy statements, or in Sales literature or other Promotional material approved by the Trust or its designee, except as required by legal process or regulatory authorities or with the written permission of the Trust or its designee. You shall send us a complete copy of each Disclosure Document and item of Sales literature or other Promotional materials in its final form within twenty (20) days of its first use. 6.4 We shall not give any information or make any representations or statements on behalf of you or concerning you, the Accounts or the Contracts other than information or representations, including naming you as a Trust shareholder, contained in and accurately derived from Disclosure Documents for the Contracts (as such Disclosure Documents may be amended or supplemented from time to time), or in materials approved by you for distribution, including Sales literature or other Promotional materials, except as required by legal process or regulatory authorities or with your written permission. 6.5 Except as provided in Section 6.2, you shall not use any designation comprised in whole or part of the names or marks “Franklin” or “Xxxxxxxxx” or any logo or other trademark relating to the Trust or the Underwriter without prior written consent, and upon termination of this Agreement for any reason, you shall cease all use of any such name or xxxx as soon as reasonably practicable. 6.6 You shall furnish to us ten (10) Business Days prior to its first submission to the SEC or its staff, any request or filing for no-action assurance or exemptive relief naming, pertaining to, or affecting, the Trust, the Underwriter or any of the Portfolios. 6.7 You agree that any posting of Portfolio prospectuses on your website will result in the Portfolio prospectuses: (i) appearing identical to the hard copy printed version or .pdf format file provided to you by us (except that you may reformat .pdf format prospectus files in order to delete blank pages and to insert .pdf format prospectus supplement files provided by us to you); (ii) being clearly associated with the particular Contracts in which they are available and posted in close proximity to the applicable Contract prospectuses; (iii) having no less prominence than prospectuses of any other underlying funds available under the Contracts; and (iv) being used in an authorized manner. Notwithstanding the above, you understand and agree that you are responsible for ensuring that participation in the Portfolios, and any website posting, or other use, of the Portfolio prospectuses is in compliance with this Agreement and applicable state and federal securities and insurance laws and regulations, including as they relate to paper or electronic use of fund prospectuses. The format of such presentation, the script and layout for any website that mentions the Trust, the Underwriter, an Adviser or the Portfolios shall be routed to us as sales literature or other promotional materials, pursuant to Section 6 of this Agreement. In addition, you agree to be solely responsible for maintaining and updating the Portfolio prospectuses’ PDF files (including prospectus supplements) and removing and/or replacing promptly any outdated prospectuses, as necessary, ensuring that any accompanying instructions by us, for using or stopping use are followed. You agree to designate and make available to us a person to act as a single point of communication contact for these purposes. We are not responsible for any additional costs or additional liabilities that may be incurred as a result of your election to place the Portfolio prospectuses on your website. We reserve the right to revoke this authorization, at any time and for any reason, although we may instead make our authorization subject to new procedures. 6.8 Each of your and your distributor’s registered representatives, agents, independent contractors and employees, as applicable, will have access to our websites at xxxxxxxxxxxxxxxxx.xxx, and such other URLs through which we may permit you to conduct business concerning the Portfolios from time to time (referred to collectively as the “Site”) as provided herein: (i) upon registration by such individual on a Site, (ii) if you cause a Site Access Request Form (an “Access Form”) to be signed by your authorized supervisory personnel and submitted to us, as a Schedule to, and legally a part of, this Agreement, or (iii) if you provide such individual with the necessary access codes or other information necessary to access the Site through any generic or firm-wide authorization we may grant you from time to time. Upon receipt by us of a completed registration submitted by an individual through the Site or a signed Access Form referencing such individual, we shall be entitled to rely upon the representations contained therein as if you had made them directly hereunder and we will issue a user identification, express number and/or password (collectively, “Access Code”). Any person to whom we issue an Access Code or to whom you provide the necessary Access Codes or other information necessary to access the Site through any generic or firm-wide authorization we may grant you from time to time shall be an “Authorized User.” We shall be entitled to assume that such person validly represents you and that all instructions received from such person are authorized, in which case such person will have access to the Site, including all services and information to which you are authorized to access on the Site. All inquiries and actions initiated by you (including your Authorized Users) are your responsibility, are at your risk and are subject to our review and approval (which could cause a delay in processing). You agree that we do not have a duty to question information or instructions you (including Authorized Users) give to us under this Agreement, and that we are entitled to treat as authorized, and act upon, any such instructions and information you submit to us. You agree to take all reasonable measures to prevent any individual other than an Authorized User from obtaining access to the Site. You agree to inform us if you wish to restrict or revoke the access of any individual Access Code. If you become aware of any loss or theft or unauthorized use of any Access Code, you agree to contact us immediately. You also agree to monitor your (including Authorized Users’) use of the Site to ensure the terms of this Agreement are followed. You also agree that you will comply with all policies and agreements concerning Site usage, including without limitation the Terms of Use Agreement(s) posted on the Site (“Site Terms”), as may be revised and reposted on the Site from time to time, and those Site Terms (as in effect from time to time) are a part of this Agreement. Your duties under this section are considered “services” required under the terms of this Agreement. You acknowledge that the Site is transmitted over the Internet on a reasonable efforts basis and we do not warrant or guarantee their accuracy, timeliness, completeness, reliability or non-infringement. Moreover, you acknowledge that the Site is provided for informational purposes only, and is not intended to comply with any requirements established by any regulatory or governmental agency.

  • Access to Personnel Files All employees shall be allowed access to their personnel files during normal working hours for inspection and/or copies of documents which will be provided by the Employer. Such inspection shall be made subject to prior arrangement with the Employer.

  • Academic Freedom and Responsibility 5.1 The Florida Gulf Coast University affirms the principles of academic freedom and responsibility, which are rooted in a conception of the University as a community of scholars united in the pursuit of truth and wisdom in an atmosphere of tolerance and freedom. 5.2 Academic Freedom is the freedom of an employee to discuss all relevant matters in the classroom, to explore all avenues of scholarship, research, and creative expression, to speak freely on all matters of university governance, and to speak, write, or act as an individual, all without institutional discipline or restraint. 5.3 On the part of an employee, Academic Responsibility implies the honest performance of academic duties and obligations, the commitment to support the responsible exercise of freedom by others, and the candor to make it clear that the individual, while he or she may be freely identified as an employee of the University, he/she is not speaking as a representative of the University in matters of public interest. 5.4 On the part of the University, Academic Responsibility implies a commitment to xxxxxx within the FGCU community a climate favorable to responsible exercise of freedom, by adherence to principles of shared governance, which require that in the development of academic policies and processes, the professional judgments of employees are of primary importance.

  • Access to Personal Information by Subcontractors Supplier agrees to require any subcontractors or agents to which it discloses Personal Information under this Agreement or under any SOW to provide reasonable assurance, evidenced by written contract, that they will comply with the same or substantially similar confidentiality, privacy and security obligations with respect to such Personal Information as apply to Supplier under this Agreement or any SOW. Supplier shall confirm in writing to DXC that such contract is in place as a condition to DXC’s approval of use of a subcontractor in connection with any SOW. Upon request of DXC, Supplier will provide to DXC a copy of the subcontract or an extract of the relevant clauses. Supplier shall ensure that any failure on the part of any subcontractor or agent to comply with the Supplier obligations under this Agreement or any SOW shall be grounds to promptly terminate such subcontractor or agent. If during the term of this Agreement or any SOW, DXC determines, in its exclusive discretion, that any Supplier subcontractor or agent cannot comply with the Supplier obligations under this Agreement or with any SOW, then DXC may terminate this Agreement in whole or in part (with respect to any SOW for which such subcontractor or agent is providing services), if not cured by Supplier within the time prescribed in the notice of such deficiency.

  • Confidential Information and Trade Secrets During the period of my employment with the Company, I acknowledge that the Company may disclose to me confidential and proprietary information of the Company which the Company takes great pains to safeguard from unauthorized use and disclosure. I agree at all times during the term of my employment and thereafter, to hold in strictest confidence, and not to use or to disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company otherwise expressly authorizes in writing, any Confidential Information (defined below) before it has become generally known within the relevant industry through no fault of my own. I understand and agree that “Confidential Information” means any non-public information that does not otherwise qualify as Trade Secrets (defined below) that relates to the actual or demonstrably anticipated business or research or development of the Company or any other information which is marked “confidential” or which might reasonably be anticipated to be confidential in nature. I further agree, at all times during my employment and anytime thereafter, to hold in strictest confidence, and not to use or disclose to any person, firm or corporation, except as such use or disclosure is required in connection with my work for the Company or unless the Chief Executive Officer of the Company expressly authorizes such use or disclosure in writing, any Trade Secret (defined below) before it has become generally known in the public domain through no fault of my own. I understand and agree that “Trade Secrets” are information, regardless of form, belonging to the Company, licensed by it, or disclosed to it on a confidential basis by its customers, suppliers, or other third parties, including, but not limited to technical and non-technical data, formulae, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, and lists of actual or potential customers or suppliers which is not commonly known in the public domain and which (i) derives economic value, economic or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, or any other information that constitutes a trade secret under common law.

  • Access to Personnel Records Upon written request to the Chief of Police, an employee shall have access to the employee's records during normal office hours of the records custodian. Such access to personnel records shall be within a reasonable time of said request. Such request shall not interfere with the employee's regularly scheduled working hours. Review of the records shall be made in the presence of the Chief or the Chief’s designated representative.

  • Ownership and Reuse of Documents All documents, data, reports, research, graphic presentation materials, etc., developed by Contractor as a part of its work under this Agreement, shall become the property of County upon completion of this Agreement, or in the event of termination or cancellation thereof, at the time of payment under Section 3 for work performed. Contractor shall promptly furnish all such data and material to County on request.

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