Independent IP Sample Clauses

Independent IP. (a) Except as otherwise expressly provided in this Agreement, including in Section 15.2(b): (i) as between the Parties, each Party will have and retain all of its right, title and interest, including Intellectual Property Rights, in and to its Independent IP and any Derivative Works of its Independent IP, and will be entitled to seek Intellectual Property Rights protection for its Independent IP as it deems appropriate; (ii) a Party will not submit patent applications or otherwise seek to file for or obtain Intellectual Property Rights protection with respect to or based upon the other Party’s Independent IP without the other Party’s prior written consent, which may be withheld at the other Party’s sole discretion; (iii) a Party will not be permitted to use the other Party’s Independent IP; and (iv) EXCEPT AS PROVIDED IN SECTION 19.8, ANY RIGHTS OF USE OF A PARTY’S INDEPENDENT IP GRANTED BY THIS AGREEMENT ARE GRANTED ON AN ‘AS-IS, WHERE-IS’ BASIS WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. (b) If Supplier Personnel incorporates any Independent IP of Supplier or a third party into a Work Product or deliver it to Health Net without first notifying Health Net of its nature and entering into with Health Net, or procuring for Health Net, a license to Use the Independent IP on terms that are acceptable to Health Net, then (i) in the case of Supplier Independent IP, Supplier hereby grants to Health Net and its Affiliates, and (ii) in the case of third party Independent IP, Supplier shall procure for Health Net and its Affiliates, a perpetual, irrevocable, non-exclusive, worldwide, paid-up right and license to Use such Independent IP as part of the Work Product (including ***, programmer interfaces, available documentation, manuals, and other materials necessary for the use thereof), and any Derivative Works of the Work Product, in their businesses and to authorize others to do the same on their behalf***. Any representations, warranties, and covenants of Supplier, and any rights of Health Net under this Agreement, that are applicable to a Deliverable or Work Product shall apply equally to any Independent IP of Supplier or a third party incorporated into the Deliverable or Work Product. (c) If Health Net provides any of its Independent IP to Supplier for use in rendering the Services, Health Net grants to Supplier a fully paid-up, nonexclusive license during the Term to Use such Independent IP solely as necessary to perform the Services, and to sublicense A...
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Independent IP. Each Party shall retain and own all right, title and interest in and to all data, results, information, patent rights, know-how, or other intellectual property rights (“Intellectual Property”) controlled by such Party or its Affiliates as of the Amendment No. 2 Effective Date or acquired, in-licensed or generated, invented or discovered by such Party or its Affiliates outside the performance of the Services and without use of the other Party’s Proprietary Information.
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Independent IP. (a) CHIRON INDEPENDENT IP. Hyseq acknowledges that (a) Chiron may develop or acquire Chiron Independent IP, (b) although Chiron has agreed, pursuant to Section 4.2 and subject to the limited exception in Section 4.4(a), not to commercialize any Chiron Independent IP outside of the Exclusive Field, such Chiron Independent IP may have utility outside of the Exclusive Field, and (c) Hyseq has no rights through Chiron in any Chiron Independent IP.
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Independent IP. ‌ As between the Parties, each Party will have and retain all Intellectual Property Rights in and to its Independent IP, including any modifications or enhancements thereto (which, in the case of JEA, is referred to herein as “JEA Independent IP” and, in the case of Service Provider, is referred to herein as “Service Provider Independent IP”), subject to any rights and licenses expressly granted by such Party under this Agreement. (a) JEA grants to Service Provider a nonexclusive, non-transferable (except in connection with a permitted assignment of this Agreement), no-charge license during the Term to use the JEA Independent IP in accordance with this Agreement solely for the purpose of providing the Services under this Agreement. (b) Service Provider grants to JEA a nonexclusive, non-transferable (except in connection with a permitted assignment of this Agreement), no-charge license during the Term to use the Service Provider Independent IP in accordance with this Agreement solely for the purpose of receiving and utilizing the Services under this Agreement.
Sample 1
Independent IP. Subject to Section 9.2 below, each Party (or its licensors as applicable) shall retain ownership of any of its Intellectual Property Rights which were developed, licensed or acquired by or on its behalf (or by or on its licensors’ behalf) independently from this EPN Agreement including any Order From and independently from the other Party’s Intellectual Property Rights and Confidential Information (collectively “Independent IP”). Independent IP shall include any modifications or derivatives to such Independent IP, but shall exclude any Intellectual Property Rights that are owned by Ellucian pursuant to the remaining terms of this Section 9.
Sample 1
Independent IP. As between the Parties, each Party will have and retain all of its right, title, and interest in and to its Independent IP (which in the case of Customer is referred to herein as “Customer Independent IP” and in the case of Supplier is referred to herein as “Supplier Independent IP”), subject to any rights and licenses expressly granted by such Party under the Agreement. The applications related to Services identified as both “Custom” and exclusive to Customer on the sub-schedules under Schedule Services Agreement General Terms and ConditionsPage 19 A-1 (Technical Services) are Customer Independent IP and all other applications identified as “custom” are Supplier Independent IP. (a) Customer grants Supplier a limited, nonexclusive, non-transferable, no-charge license during the Term to use, operate, or copy the Customer Independent IP in accordance with this Agreement solely for the purpose of providing the Services to Customer. (b) Supplier grants Customer a limited, nonexclusive, non-transferable, no-charge license during the Term for the Service Recipients to use the Supplier Independent IP in accordance with this Agreement solely for the purpose of receiving the Services.
Sample 1

Related to Independent IP

  • Joint Patent Rights If not already established under the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform Improvements, and that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by the other Party in regard to the filing, prosecution or maintenance of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenance.

  • Third Party Technology The Company makes use of third party technology to collect information required for traffic measurement, research, and analytics. Use of third party technology entails data collection. We therefore would like to inform clients the Company enables third parties to place or read cookies located on the browsers of users entering the Company’s domain. Said third parties may also use web beacons to collect information through advertising located on the Company’s web site. Please note that you may change your browser settings to refuse or disable Local Shared Objects and similar technologies; however, by doing so you may be disabling some of the functionality of Company’s services.

  • Foreground IP The following subparagraphs of this paragraph e shall not apply to any Services to the extent their development was funded by the U.S. Government. i. All IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorship, such works shall be works made for hire with the copyrights vesting in Buyer. Seller hereby transfers, conveys, and assigns all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyer. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as permitted under this Contract. Seller shall not, without Buyer’s prior written consent, use Foreground IP or such derivative works in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground IP.

  • Joint Inventions For Subject Inventions conceived or first actually reduced to practice under this Agreement that are joint Subject Inventions made by CONTRACTOR and USER, each Party shall have the option to elect and retain title to its undivided rights in such joint Subject Inventions.

  • Third Party Materials The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third- party advertising ("Third-Party Materials"). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

  • Background IP As between the Parties, each Party will retain all right, title and interest in and to all of its Background IP.

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

  • 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.

  • Patent Rights The State and the U. S. Department of Transportation shall have the royalty free, nonexclusive and irrevocable right to use and to authorize others to use any patents developed by the Engineer under this contract.

  • Joint Technology The Parties agree that, in order to effectuate the provisions of Section 4.4.2, subject to any exclusive licenses granted hereunder, (a) the non-use provisions of this Article 9 shall not apply to each Party’s use of Joint Technology, and (b) each Party may disclose the Joint Technology to Third Parties who are under terms of confidentiality no less strict than those contained in this Agreement.

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