Improvements to Technology Sample Clauses

Improvements to Technology. (a) As between EarthShell and Sublicensee, EarthShell will own all Improvements, whether made by or for EarthShell or by or for Sublicensee (in each case, whether individually or jointly with others), in connection with this Agreement and that relate to materials composition and commercial products (the "EarthShell Improvements"). Subject to EarthShell's right to do so, all EarthShell Improvements shall be included in the Technology licensed hereunder to Sublicensee without additional royalty or other obligation being imposed on Sublicensee. (b) As between EarthShell and Sublicensee, Sublicensee will own all Improvements whether made by or for EarthShell or by or for Sublicensee (in each case, whether individually or jointly with others), in connection with this Agreement and that relate to manufacturing processes (the "Sublicensee Improvements"). All Sublicensee Improvements will be licensed to EarthShell on a non-exclusive, worldwide and royalty-free basis, with the right to grant sublicenses. EarthShell acknowledges that Sublicensee shall have the right to license Sublicensee Improvements to third parties on such terms and conditions as it shall determine which shall not conflict with this Agreement. (c) Any material Improvements developed by or for any third party (including an EarthShell sublicensee other than Sublicensee) and licensed to EarthShell shall, if requested by Sublicensee and subject to EarthShell's right to do so, be sublicensed to Sublicensee hereunder, subject to the applicable terms and conditions of such sublicense. (d) Each Party that develops or acquires a material Improvement during the term hereof will disclose such Improvement in writing to the other Party promptly after the development or acquisition of such Improvement by such Party. (e) Any Improvement made by or for EarthShell or by or for Sublicensee (in each case, whether individually or jointly with others) that does not constitute a Sublicensee Improvement shall be deemed to be an EarthShell Improvement. (f) The Parties contemplate a cooperative development of an RFID package system that would allow the complete tracking and data history of a product through the supply chain using the package as the information carrier. Such development will be jointly owned as an improvement to the basic EarthShell technology and any profits or royalties beyond the basic package will be shared equally.
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Improvements to Technology. (a) If, while the Sublicense remains in effect, Sublicensee should develop any improvement, refinement or change, whether patentable or unpatentable, relating in whole or in part to any portion of the Technology or the Products (such improvement hereinafter referred to as an "Improvement"), to the extent that the Improvement is directed to a composition, formulation or the material (i.e., other than a method of manufacture, handling or processing of Food Packages) Sublicensee shall notify ECC of such Improvement within a reasonable time of and in no event more than ninety (90) days after its development and shall provide ECC with access to all information concerning such improvement as ECC shall reasonably request: provided, however, that all such information shall be confidential and shall be subject to all restriction on disclosure as set forth in this Agreement or otherwise arising. Sublicensee (i) shall assign the nonexclusive right to make, use, sell, sublicense and otherwise commercialize the Improvement both within and outside of the Field of Use and within and outside the Territory to ECC for an assignment fee of $1,000.00 and (ii) notwithstanding whether ECC or its assignee files for patent protection, Sublicensee shall retain a non-exclusive perpetual (i.e., to the fullest extent it is legally empowered) license to make, use, sell or otherwise commercialize the Improvement both within and outside of the Field of Use and within and outside the Territory. If ECC (i) obtains rights in and to an Improvement from another sublicensee of the Technology, in whole or in part, or otherwise or (ii) develops such Improvement, it shall within a reasonable time of and in no event more than ninety (90) days after it obtains such rights inform the Sublicensee of such Improvement and at the request of the Sublicensee grant the Sublicensee a nonexclusive perpetual (i.e., to the fullest extent it is legally empowered) license to make, use, sell or assign (pursuant to the terms of this Sublicense Agreement) the Improvement within the Field of Use within the Territory. No additional Royalty will be due by virtue of the addition of an Improvement to the Technology. (b) With respect to an Improvement under paragraph 6(a), in the event that Sublicensee does not seek patent protection for the Improvement, ECC or its assignee may elect to seek patent protection either in the United States or in any foreign jurisdiction. Sublicensee shall provide ECC or its assignee with s...
Sample 1
Improvements to Technology. Any improvements, modifications, or changes to the source code of the Technology made by either the Vendor or Purchaser following the completion of the sale of the Technology pursuant to this Agreement will remain the individual and sole exclusive property of the party that makes such improvements, modifications or other changes.
Sample 1
Improvements to Technology. (a) Biotec KG shall own all Improvements, whether developed by or for Biotec KG or by or for EC and whether developed individually or jointly with others (subject, in the case of Improvements made jointly with third parties, to the rights of such third parties). Subject to Biotec KG's right to do so, all such Improvements owned by Biotec KG shall be included in the Biotec Technology licensed hereunder to EC without additional royalty or other obligation being imposed on EC. (b) Each party that develops or acquires an Improvement during the term hereof will disclose such Improvement in writing to the other party promptly after the development or acquisition of such Improvement by such party.
Sample 1
Improvements to Technology. 8.1 LICENSEE shall grant LICENSOR a non-exclusive license to make, have made, use, offer to sell and sell any improvements or updates to LICENSOR’s Technology that is applicable to the Licensed Products. The parties will negotiate in good faith the terms and conditions of such license.
Sample 1
Improvements to Technology. Any Improvements to the Licensed Patents made by the Corporation and its Affiliates and Sub-Licensees for which patent applications may be filed claiming priority to any Licensed Patents, shall be solely owned by Licensor, and in respect of any such Improvements made by the Corporation or its Affiliates, the Corporation or its Affiliates shall, at Licensor’s sole cost and expense, assign or cause to be assigned to Licensor all right, title and interest in and to such Improvements, and Licensor shall promptly add Patents resulting therefrom to Schedule A and such Patents shall be automatically included in the license granted by Licensor to the Corporation under Sections 2.1 and 2.2 (and, in any event, will be deemed to be added to Schedule A) without the payment of any additional consideration by the Corporation, its Affiliates or Sub-Licensees. The Corporation shall inform Licensor of any such Improvements in a timely manner and, at Licensor’s sole cost and expense, reasonably co-operate with Licensor in seeking Patent coverage for such Improvements.
Sample 1
Improvements to Technology. (a) Biotec KG shall own all Improvements made by it and EC shall own all Improvements made by it, subject to Biotec KG's ownership of the Technology on which any Improvement is based or from which any Improvement is derived. Subject to Biotec KG's right to do so, all such Improvements owned by Biotec KG shall be included in the Biotec Technology licensed hereunder to EC without additional royalty or other obligation being imposed on EC. . (b) In the case of any Improvement that is made jointly by Biotec KG and EC (a "Joint Improvement"), Biotec KG will own any such Improvements that relate to materials compositions, EC will own any Joint Improvements that relate to Food Service Disposable product applications, and Biotec KG and EC will jointly own any other Joint Improvements., with each having the unrestricted right to use and exploit such Joint Improvements without any duty to account to the other. (c) Nothing in this Section 7 affects any allocation of intellectual property rights to which the parties agree in connection with services provided by Biotec Group to EC under Section 2.
Sample 1
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Improvements to Technology. (a) ECC shall own all Improvements developed by or for ECC (and not any of its licensees). Subject to ECC's right to do so, all such Improvements shall be included in the Licensed Technology licensed hereunder to Sweetheart without additional royalty or other obligation being imposed on Sweetheart. (b) Sweetheart will own all Improvements developed by or for Sweetheart ("Sweetheart Improvements"). Subject to Sweetheart's right to do so, Sweetheart hereby grants to ECC an irrevocable non-exclusive license to utilize all Sweetheart Improvements inside and outside the Territory, solely in connection with the manufacture, use, sale and other commercialization of products that utilize or incorporate any of the Licensed Technology, with ECC having the right to sublicense Sweetheart Improvements to third parties. Each ECC sublicensee of Sweetheart Improvements that is not an Affiliate of ECC shall be required, as a condition to such sublicense, to pay royalty payments to Sweetheart based on net revenues earned from the sale of products that utilize or incorporate such Sweetheart Improvements and which are reasonably calculated in relation to the incremental economic value of such Sweetheart Improvements to ECC's sublicensee; provided, however, that (i) the annual royalty rate shall not exceed ten percent (10%) of such incremental economic value; and (ii) the annual royalty rate shall equal one percent (1%) of such net revenues if the parties are unable to agree upon the amount of such royalty rate based on such incremental economic value. (c) Improvements developed jointly by ECC and Sweetheart ("Joint Improvements") shall be owned by ECC, provided that all Joint Improvements shall be included in the Licensed Technology licensed hereunder to Sweetheart without additional royalty or other obligation being imposed on Sweetheart. In addition, ECC hereby grants to Sweetheart an irrevocable non-exclusive license to utilize Joint Improvements in connection with the manufacture, use, sale and other commercialization of products inside or outside the Territory within Sweetheart's Traditional Field of Use. ECC shall have the right to license Joint Improvements to third parties in which case the ECC licensee shall pay to ECC and Sweetheart a royalty based on net revenues earned from the sale of products that utilize or incorporate Joint Improvements and which is reasonably calculated in relation to each party's contribution to the incremental economic value of Joint Improv...
Sample 1

Related to Improvements to Technology

  • New Technology When new or updated technology is introduced into a workplace, it will be the responsibility of the employer to provide appropriate and, if necessary, ongoing training to the employees directly affected. Such training will include any health and safety implications or information that will enable employees to operate the equipment without discomfort and will help maintain their general well-being.

  • Improvements and Inventions Any and all improvements or inventions that the Employee may make or participate in during the Employment Term, unless wholly unrelated to the business of the Company and its affiliates and not produced within the scope of the Employee’s employment hereunder, shall be the sole and exclusive property of the Company. The Employee shall, whenever requested by the Company, execute and deliver any and all documents that the Company deems appropriate in order to apply for and obtain patents or copyrights in improvements or inventions or in order to assign and/or convey to the Company the sole and exclusive right, title and interest in and to such improvements, inventions, patents, copyrights or applications.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Research Use The Requester agrees that if access is approved, (1) the PI named in the DAR and (2) those named in the “Senior/Key Person Profile” section of the DAR, including the Information Technology Director and any trainee, employee, or contractor1 working on the proposed research project under the direct oversight of these individuals, shall become Approved Users of the requested dataset(s). Research use will occur solely in connection with the approved research project described in the DAR, which includes a 1-2 paragraph description of the proposed research (i.e., a Research Use Statement). Investigators interested in using Cloud Computing for data storage and analysis must request permission to use Cloud Computing in the DAR and identify the Cloud Service Provider (CSP) or providers and/or Private Cloud System (PCS) that they propose to use. They must also submit a Cloud Computing Use Statement as part of the DAR that describes the type of service and how it will be used to carry out the proposed research as described in the Research Use Statement. If the Approved Users plan to collaborate with investigators outside the Requester, the investigators at each external site must submit an independent DAR using the same project title and Research Use Statement, and if using the cloud, Cloud Computing Use Statement. New uses of these data outside those described in the DAR will require submission of a new DAR; modifications to the research project will require submission of an amendment to this application (e.g., adding or deleting Requester Collaborators from the Requester, adding datasets to an approved project). Access to the requested dataset(s) is granted for a period of one (1) year, with the option to renew access or close-out a project at the end of that year. Submitting Investigator(s), or their collaborators, who provided the data or samples used to generate controlled-access datasets subject to the NIH GDS Policy and who have Institutional Review Board (IRB) approval and who meet any other study specific terms of access, are exempt from the limitation on the scope of the research use as defined in the DAR.

  • Improvements The buildings, structures, fixtures, additions, enlargements, extensions, modifications, repairs, replacements and improvements now or hereafter erected or located on the Land (collectively, the “Improvements”);

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you.

  • Existing Improvements All improvements located on the Site as of the date of execution of the Construction Contract, whether above or below the surface of the ground, including but not limited to existing buildings, utilities, infrastructure improvements and other facilities.

  • ALTERATIONS & IMPROVEMENTS Tenant shall not make any alterations, additions or improvements or do any type of construction to the Property without first obtaining Landlord's written consent. Unless prior written agreement is reached between Tenant and Landlord, any such alterations, additions, improvements or construction shall become part of the Property and shall remain at the expiration of Tenant's Lease term. If Landlord approves of alterations, additions, improvements or construction in writing and Tenant intends to use contractors to undertake such work, the contractors must first be approved in writing by Landlord. Tenant must also place any funds to cover the amount of any alterations, additions, improvements or construction in an escrow account approved by Landlord before the commencement of the work. Landlord shall designate the times and manner of the work being done, exclusively.

  • Inventions and Improvements The Executive acknowledges that all ideas, discoveries, inventions and improvements which are made, conceived or reduced to practice by the Executive and every item of knowledge relating to the Company’s business interests (including potential business interests) gained by the Executive during the Employment Term are the sole and absolute property of the Company, and the Executive shall promptly disclose and hereby irrevocably assigns all his right, title and interest in and to all such ideas, discoveries, inventions, improvements and knowledge to the Company for its sole use and benefit, without additional compensation, and shall communicate to the Company, without cost or delay, and without publishing the same, all available information relating thereto. The Executive also hereby waives all claims to moral rights in any such ideas, discoveries, inventions, improvements and knowledge. The provisions of this Section 7 shall apply whether such ideas, discoveries, inventions or knowledge are conceived, made, gained or reduced to practice by the Executive alone or with others, whether during or after usual working hours, whether on or off the job, whether applicable to matters directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the specific realm of the Executive’s duties. Any of the Executive’s ideas, discoveries, inventions and improvements relating to the Company’s business interests or potential business interests and conceived, made or reduced to practice during the Severance Period shall for the purpose of this Agreement, be deemed to have been conceived, made or reduced to practice before the end of the Employment Term. The Executive shall, upon request of the Company, and without further compensation by the Company but at the expense of the Company, at any time during or after his employment with the Company, sign all instruments and documents requested by the Company and otherwise cooperate with the Company and take any actions which are or may be necessary to protect the Company’s right to such ideas, discoveries, inventions, improvements and knowledge, including applying for, obtaining and enforcing patents, copyrights and trademark registrations thereon in any and all countries. To the extent this section shall be construed in accordance with the laws of any state which precludes a requirement to assign certain classes of inventions made by an employee, this Section shall be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classes.

  • Public Improvements To the best knowledge of the Transferor Partnership, there are no written or proposed plans to widen, modify, or realign any street or highway or any existing or proposed eminent domain proceedings which would affect the Property in any way whatsoever. To the best knowledge of the Transferor Partnership, there are no presently planned public improvements which would result in the creation of a special improvement or similar lien upon the Property.

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