I ntellectual Property. Contractor represents and warrants that it has the full legal power and authority to grant any and all licenses of materials used by the Contractor for this Agreement and hereby grants to the Village any and all such licenses and unrestricted use thereof. The Village shall own, without restriction or limitation, all text, graphics, designs, renderings, images, logos, social media posts, audio visual materials, tag lines, processes, ideas and any and all other content in any and all formats (collectively “Intellectual Property”) created by or provided by Contractor, Contractor’s employees or Contractor’s independent contractors for purposes of fulfilling the terms of this Agreement. Contractor will ensure that all independent contractors have written agreements in place that transfers ownership of all Intellectual Property created by them or provided by them to the Village, without restriction or limitation. Contractor represents and warrants that all Intellectual Property provided to the Village by Contractor will not infringe on any copyrights, trademark rights, patent rights, trade secrets or other rights of any third party. Contractor agrees to indemnify, defend and hold Village harmless from and against any loss, cost, damage, liability, or expense (including attorney’s fees and other reasonable litigation expenses) suffered or incurred by Village in connection with any such infringement claim by any third party. If a claim is made or an action brought that the materials provided (or any component thereof) to the Village, infringes a third party patent, copyright, or trademark, or misappropriates any trade secret or other intellectual property right, then Contractor will defend Village from, in the manner and form determined in the sole discretion of the Village, and indemnify and hold harmless Village against, such claim and any resulting costs, damages and attorneys’ fees arising out of or incurred as a result of such claim, together with all amounts finally awarded or agreed to in settlement. The Village shall have sole control of the defense and all related settlement negotiations at the Contractor’s expense. Contractor agrees to cooperate fully in any investigation, defense or settlement of such claim or action. If the Village is enjoined from using any Intellectual Property due to an actual or claimed infringement of any patent, trademark, or copyright or other property right or for any other reason, then at Contractor’s option, Contractor shall ...
I ntellectual Property. Section 4.14(a) of the Company Disclosure Letter sets forth an accurate and complete list of all Registered Intellectual Property Rights owned by the Company or any of its Subsidiaries (the “R egistered IP”), setting forth for each item (i) the registration and/or application number (as applicable), (ii) the registration and/or application date (as applicable) and (iii) the applicable filing jurisdiction (or in the case of an Internet domain name, the applicable domain name registrar). To the Knowledge of the Company, all of the Registered IP is valid, subsisting and enforceable, and none of the Registered IP is subject to any outstanding order, judgment, decree or agreement adversely affecting the Company’s or any of its Subsidiaries’ ownership or use of, or rights in or to, any Registered IP. None of the Registered IP is involved or has been involved in the three years prior to the date of this Agreement in any inventorship challenge, interference, reissue, re-examination, opposition, invalidity, nullity or any other proceeding before the United States Patent and Trademark Office or any similar Governmental Entity. To the Knowledge of the Company, the Company and its Subsidiaries solely and exclusively own or have a valid and enforceable right to use all Intellectual Property Rights used in or necessary for the conduct of their respective businesses as currently conducted free and clear of any Encumbrances (the “Company Intellectual Property”). The Company Intellectual Property will continue to be owned or available for use by the Company and its Subsidiaries after the consummation of the transactions contemplated by this Agreement on the same terms and conditions as are in place on the date of this Agreement, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Knowledge of the Company, neither the conduct of the business of the Company or any of its Subsidiaries nor the development, manufacture, use, sale, commercialization or other exploitation of any product or service of the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rights of any Person, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no claim, action, suit, proceeding, investigation or notice (including any “cease and desist” letter or written invitation to take a license) pending or, to the K...
I ntellectual Property. Each Party will at all times lawfully respect, acknowledge the other party’s ownership of and comply with each other’s intellectual property.
I ntellectual Property. All rights, title and interest of whatever nature and all intellectual property rights and moral rights in any work undertaken or produced by the Contractor under or in connection with this Agreement or relating to the Services provided hereunder will vest in and belong to the Company at all times free from any i nterest of the Contractor or any third party.
I ntellectual Property. Employee agrees to fulfill his/her ongoing intellectual property obligations to the Company and to any Released Party, if applicable. These obligations include not using or disclosing Company confidential or proprietary information. Employee promises that he/she has returned all Company property, including intellectual property, and that he/she has not kept, electronically sent, or transferred anything containing Company confidential or proprietary information.
I ntellectual Property. AI2 and its licensors exclusively own and will retain all right, title, and interest in and to the SaaS Service, Applications, and EarthRanger™, including all associated software, technology, updates, upgrades, enhancements, modifications, copies, and derivative works thereof, and any and all feedback, analyses, recommendations, materials, or other outputs generated from the provision of EarthRanger Services (excluding Customer Data), together with all patents, trademarks, trade secrets, copyrights, moral rights, and all other proprietary or intellectual property rights that is or may be embodied or included in the foregoing (collectively, “AI2 IP”). Customer acknowledges and agrees that AI2 IP will at all times remain the sole property of AI2 and/or its licensors. No ownership interest or rights in any part of the EarthRanger Services is transferred, assigned, or otherwise given to you under the Agreement. AI2 reserves all rights not expressly granted herein.
I ntellectual Property. Neither Party is granted any right or interest to the logos, copyrights, trademarks, marks, trade names or trade secrets (the “Intellectual Property”) of the other Party. Neither Party may use the other Party’s Intellectual Property without the express written consent of such Party.
I ntellectual Property. Reseller acknowledges that Power Products or its subsidiaries or affiliated companies are the exclusive owners of various trademarks, service marks, trade designations, and trade dress (collectively, “Identification”), which Power Products uses in connection with Products and its business. Reseller is authorized to use Identification in a manner acceptable to Power Products in connection with the promotion and sale of Products and only until the expiration or termination of this Agreement. Reseller may not use Identification as the whole or any part of the name or title of Reseller’s business. Reseller acquires no proprietary rights to Identification and this authorization will terminate simultaneously with the expiration or termination of this Agreement. Unless granted prior written permission by Power Products, Reseller will not use the name of Power Products or any of its registered or unregistered trademarks, in any form or combination, in the body of, or in any Uniform Resource Locator (URL), in connection with any website or other Internet application controlled by or affiliated with Reseller, except as expressly authorized by Power Products, and in such event, only in accordance with Power Products’ guidelines regarding such use.
I ntellectual Property. Any Memberium Solutions and our other intellectual property that we provide you in connection with a Program, and all associated intellectual property rights, are provided for your use as Partner only and will remain the sole and exclusive property of Memberium and its licensors.
I ntellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other materials that are delivered to Customer under this Agreement or prepared by or on behalf of the Service Provider in the course of performing the Services (collectively, the “Deliverables”), except for any Confidential Information of Customer or customer materials, shall be owned by Service Provider. Service Provider hereby grants Customer a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicenseable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Customer to make reasonable use of the Deliverables and the Services.
