I ntellectual Property. Consultant represents and warrants that it has the full legal power and authority to grant any and all licenses of materials used by the Consultant 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 Consultant, Consultant’s employees or Consultant’s independent contractors for purposes of fulfilling the terms of this Agreement. Consultant 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. Consultant represents and warrants that all Intellectual Property provided to the Village by Consultant will not infringe on any copyrights, trademark rights, patent rights, trade secrets or other rights of any third party. Consultant 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 Consultant 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 Consultant’s expense. Consultant 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 Consultant’s option, Consultant shall ...
I ntellectual Property. Except as described in the Registration Statement or Prospectus, the Company and the Subsidiary own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “I ntellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and the Subsidiaries have not received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect. There are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings challenging the Company’s or any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ patents, patent applications or proprietary information. To the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or any of its Subsidiary’s patents, patent applications or any patent to be issued therefrom by virtue of any contract, license or other agreement entered into between such entity or individual and the Company or any Subsidiary or by any non-contractual obligation, other than by written licenses granted by the Company or any Subsidiary. The Company has not received any written notice of any claim challenging the rights of the Company or its Subsidiaries in or to any Intellectual Property owned, licensed or optioned by the Company or any Subsidiary which claim, if the subject of an unfavorable decision, would result in a Material Adverse Effect.
I ntellectual Property. The Parties acknowledge and agree that the provisions of Section 2.5 of the A&R Services and Collaboration Agreement will govern the ownership of Patents, Know-How and other intellectual property generated by or on behalf of a Party under or in connection with this A&R Option Agreement.
I ntellectual Property. 5.1. The Company hereby grants to the Distributor, OTA and its Affiliates a limited, non-transferable, non exclusive license to use the trademarks, service marks, logos, trade names, copyrights and any other intellectual property of the Company (collectively the “Intellectual Property”) solely for the purpose of selling the Company's Inventory by the Distributor under this Agreement.
I ntellectual Property. The Service and all technology used to deliver the Service are our sole property or that of our suppliers and are protected by laws relating to intellectual property, including copyright laws, and international treaty provisions. The compilation, organization and display of the content as well as all software and inventions used on and in connection with the Service are and remain our exclusive property or that of our suppliers. We reserve all rights in the Service and its content not specifically granted in any agreements with us or in these Terms. Unless otherwise specified, all intellectual property rights in or arising out of provision of the Service will vest upon their creation solely in EHIP. You will not attempt to copy, alter or reproduce in any form, whether in hard copy or electronically through any medium whatsoever, any part of the Service nor any materials we provide to you as part of the Service, including any text, images, audio or video content or other data contained on or within any part of the Service, without express written permission from us or unless expressly authorised by these Terms to do so. Where (and only where) you are specifically invited on or by our website, products or services to do so, you may download and/or copy materials from our website, products or services for your own personal non-commercial use, but you must not distribute, modify, transmit, reuse, repost, or make use of any such materials in any way whatsoever for any other purpose without our express written permission. All copyrights, trademark rights and other rights in or arising out of any part of our Service and any relevant materials, are either owned by or under licence to us. We reserve all of those rights. O UR WARRANTIES, LIABILITY AND INDEMNITIES The Service will be provided by us using reasonable care. Other than as specifically set out in these Terms, all warranties, including any implied warranties for fitness for use or merchantability or any other duties required under common law are excluded to the extent permitted by law. We will not be liable for any special, indirect or consequential damages or damages resulting in, any loss of profit, loss of goodwill, loss of business opportunity, loss of revenue or any other damage, costs, expenses or other claims even if such claims or damages arose as a result of our negligence or under any other tortious action while providing the Service to you or as a result of your use of the Service. We do not war...
I ntellectual Property. (a)(i) Each of the Secured Loan Parties owns and controls, or otherwise possesses adequate rights to use, all Intellectual Property material to the conduct of its business in substantially the same manner as conducted as of the date hereof. Schedule 6.24 hereto sets forth a true and complete list as of the date hereof of all Intellectual Property owned by each Secured Loan Party that is material to the conduct of the business of such Secured Loan Party. All such Intellectual Property, other than Licenses, of such Secured Loan Party is subsisting and in full force and effect, has not been adjudged invalid or unenforceable, is valid and enforceable and has not been
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. 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. Company retains all right, title and interest in all of Company’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. Buyer may not use any of Company’s intellectual property for any reason without Company’s prior written consent.
I ntellectual Property. All rights, title and interest in and to the Intellectual Property in the Controller are owned by, or licensed to Unitronics, including any new version releases, updates, enhancements, modifications or improvements thereto that may be made available to Licensee under the provisions of this Agreement. Other than what is expressly granted by this Agreement, this Agreement does not grant Licensee any rights to the Intellectual Property or any other rights with respect to or in connection with the Controller.
