Intangibles/Inventions. Schedule 3.11 identifies (by a summary description) the Intangibles, the ownership thereof and, if applicable, TTIS's authority for use of the same, which Schedule is complete and correct and encompasses: (A) all Marks owned in whole or in part or used by TTIS, and all applications therefor, (B) all inventions, discoveries, improvements, processes, formulae, technology, know-how, processes and other intellectual property, proprietary rights and trade secrets relating to the business of TTIS (collectively, the "Inventions") and (C) all licenses and other agreements to which TTIS is a party or otherwise bound which relate to any of the TTIS Intangibles or the TTIS Inventions or TTIS's use thereof in connection with the Business (collectively, the "TTIS Licenses, and together with the Marks and the TTIS Inventions, the "TTIS Intangibles"). No violations of the terms of any of the aforesaid licenses and/or agreements have occurred. Except as disclosed on Schedule 3.11, (A) TTIS owns or is authorized to use in connection with its business all of the TTIS Intangibles; (B) no proceedings have been instituted, are pending, or to the best knowledge of TTIS, are threatened which challenge the rights of TTIS with respect to the TTIS Intangibles or its use thereof in connection with the business operations of TTIS or the validity thereof and, there is no valid basis for any such proceedings; (C) neither TTIS's ownership of the TTIS Intangibles nor its use thereof in connection with its business operations violates any laws, statutes, ordinances or regulations, or has at any time infringed upon or violated any rights of others, or is being infringed by others; (D) none of the TTIS Intangibles, or TTIS's use thereof in connection with its business operations is subject to any outstanding order, decree, judgment, stipulation or any lien, security interest or other encumbrance; and (E) TTIS has not granted any license to third parties with regard to it the TTIS Intangibles.

Intangibles/Inventions. Schedule 3.14 contains an accurate and complete list of all United States and foreign patents, patent registrations and applications, trade names, techniques, formula, know-how, trademarks, software licenses, service marks, trademark registrations and applications, service mark xxxistrations and applications, and copyright registrations and applications owned (in whole or in part), licensed to any extent or used or anticipated to be used or utilized by Solmecs in the conduct of the Business, whether in the name of Solmecs, any employee or otherwise, together with all correspondence and filings with the United States Patent and Trademark Office or equivalent foreign governmental or administrative office, as are indicated on the Schedule 3.14 (collectively, the "Intellectual Property"). Except as set forth on Schedule 3.14, Solmecs either has full right, title and interest in and to, or possesses the right to use, the Intellectual Property used in the conduct of the Business (including without limitation the exclusive right to use and license the same). Any item constituting part of the Intellectual Property in which Solmecs has an ownership or license interest has been, to the extent indicated on Schedule 3.14, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office or such other governmental entities as are indicated on Schedule 3.14 and such registrations, filing and issuances remain in full force and effect. No claim of infringement or misappropriation of patents, trademarks, trade names, service marks, copyrights or

Intangibles/Inventions. The Quality Disclosure Schedule contains an accurate and complete list of all trade names, trademarks, software licenses, service marks, trademark registrations and applications, service xxxx registrations and applications, and copyright registrations and applications owned (in whole or in part), licensed to any extent or used or anticipated to be used by Quality or the Quality Subsidiaries in the conduct of the Quality Business, whether in the name of Quality, the Quality Subsidiaries, any employee or otherwise (collectively, the "Intellectual Property"). With the exception of commercially available and procured software used by Quality and the Quality Subsidiaries, to the best of the Quality Stockholders' knowledge, Quality and the Quality Subsidiaries have full right, title and interest in and to, or possesses the right to use, the Intellectual Property used in the conduct of the Quality Business (including without limitation the exclusive right to use and license the same). Any item constituting part of the Intellectual Property in which Quality or the Quality Subsidiaries has an ownership or license interest has been, to the extent indicated on the Quality Disclosure Schedule, duly registered with, filed in or issued by, as the case may be, the Xxxxxx Xxxxxx Patent and Trademark Office or such other governmental entities as are indicated on the Quality Disclosure Schedule and such registrations, filing and issuances remain in full force and effect. No claim of infringement or misappropriation of trademarks, trade names, service marks, copyrights or trade secrets of any other person has been made nor, to the best of Quality Stockholders' knowledge, threatened against Quality or the Quality Subsidiaries and, to the best of Quality Stockholders' knowledge, neither Quality nor the Quality Subsidiaries is infringing or misappropriating any trademarks, trade names, service marks, copyrights or trade secrets of any other person. Without limiting any other provisions hereof, neither Quality nor the Quality Subsidiaries has granted any license, franchise or permit to any person to use any of the Intellectual Property of Quality or the Quality Subsidiaries and, to the best of Quality Stockholders' knowledge, no other person has the right to use the same trademarks, service marks or trade names used by Quality or the Quality Subsidiaries or any similar trademarks, service marks or trade names likely to lead to confusion. No proceedings have been instituted, are ...

Intangibles/Inventions. Schedule 2.12 identifies (by a summary description) the Intangibles (as defined below), the ownership thereof and, if applicable, TDK’s and/or its Subsidiary’s authority for use of the same, which Schedule is complete and correct in all material respects and encompasses: (A) all United States and foreign patents, trademarks and trade name registrations, trademarks and trade names, brandmarks and brand name registrations, servicemarks and servicemark registrations, assumed names and copyrights and copyright registrations, owned in whole or in part or used by TDK or its Subsidiary, and all applications therefor (collectively, the “Marks”), (B) all domain names, fictitious and d.b.a. names, proprietary 800 and 888 prefix phone numbers, Internet URLs and other similar identifiers and proprietary rights owned or used by TDK or its Subsidiary (collectively, the “Proprietary Identifiers”), (C) all inventions, discoveries, improvements, processes, formulae, technology, know-how, processes and other intellectual property, proprietary rights and trade secrets relating to the Business (collectively, the “Inventions”), and (D) all licenses and other agreements to which TDK or its Subsidiary is a party or otherwise bound which relate to any of the Intangibles or the Inventions or TDK’s or its Subsidiary’s use thereof in connection with the Business (collectively, the “Licenses, and together with the Marks, Proprietary Identifiers and the Inventions, the “Intangibles”). Neither TDK nor its Subsidiary is in breach or violation of, and to TDK’s Knowledge, no other party thereto is in breach or violation of, any of the terms of any of the aforesaid licenses and/or agreements. Except as disclosed on Schedule 2.12, (1) TDK owns or is authorized to use in connection with the Business all of the Intangibles; (2) no proceedings have been instituted, are pending, or to TDK’s Knowledge, are threatened, which challenge the rights of TDK or its Subsidiary with respect to the Intangibles or its use thereof in connection with the Business and/or the Assets or the validity thereof, and there is no valid basis for any such proceedings with respect to Intangibles owned by TDK or its Subsidiary, and to TDK’s Knowledge, there is no valid basis for any such proceedings with respect to Intangibles used by TDK or its Subsidiary pursuant to a License; (3) neither TDK’s nor its Subsidiary’s ownership of the Intangibles owned or purported to be owned by any of them nor the use of such Intangibl...

Intangibles/Inventions. Synergistic does not own any intellectual property other than its tradename. Synergistic has not granted any license to third parties with regard to any of Synergistic's intellectual property and (a) no proceedings have been instituted, are pending, or are threatened which challenge the rights of Synergistic with respect to its intellectual property, if any, or its use thereof in connection with its business affairs and/or its assets or the validity thereof and, to the best knowledge of Synergistic, there is no valid basis for any such proceedings; (b) neither Synergistic's ownership of any intellectual property nor its use thereof in connection with its business operations and/or its assets violates any laws, statutes, ordinances or regulations, or has at any time infringed upon or violated any rights of others, or is being infringed by others; and (c) neither the intellectual property of Synergistic nor its use thereof in connection with its business operations and/or its assets, is subject to any outstanding order, decree, judgment, stipulation or, except as set forth on Schedule 3.14, any lien, security interest or other encumbrance.

Intangibles/Inventions. To the Knowledge of WNI, Schedule 3.10 identifies (by a summary description) the following (A) all United States and foreign patents, trademarks and trade name registrations, trademarks and trade names, fictitious names, and service marks and service mxxx registrations, and all applications therefor, which are currently used exclusively in connection with the Domestic Business (collectively, the “Marks”), (B) copyright applications and registrations for works or authorship currently used exclusively in connection with the Domestic Business (collectively, the “Copyrights”), (C) Internet domain names, proprietary 800 and 888 prefix phone numbers, Internet URLs and other similar identifiers and proprietary rights which are currently used exclusively in connection with the Domestic Business (collectively, the “Proprietary Identifiers”), (D) all product formulas for all products currently marketed exclusively in connection with the Domestic Business (“Formulas”) and (E) all licenses and other agreements to which a Seller is a party or otherwise bound which relate to any of the Inventions or a Seller’s use thereof in connection with the Domestic Business (collectively, the “Licenses”, and together with the Marks, Proprietary Identifiers and the Inventions, the “Intangibles”).

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Patents and Inventions The Contractor shall promptly and fully report to the Department any discovery or invention arising out of or developed in the course of performance of this Agreement. If the services under this Agreement are supported by a federal grant of funds, the Contractor shall promptly and fully report to the federal government for the federal government to make a determination as to whether patent protection on such invention shall be sought and how the rights in the invention or discovery, including rights under any patent issued thereon, shall be disposed of and administered in order to protect the public interest.
Inventions (i) The Employee acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable, (A) that relate to the Employee’s work with the Company, made or conceived by the Employee, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the Company.
Intellectual Property, Inventions and Patents Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to Parent’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Executive (whether alone or jointly with others) while employed by the Company and its Subsidiaries, whether before or after the date of this Agreement (“Work Product”), belong to Parent, the Company or such Subsidiary. Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).
Intellectual Property/Work Product Ownership All data, technical information, materials first gathered, originated, developed, prepared, or obtained as a condition of this agreement and used in the performance of this agreement -- including, but not limited to all reports, surveys, plans, charts, literature, brochures, mailings, recordings (video or audio), pictures, drawings, analyses, graphic representations, software computer programs and accompanying documentation and printouts, notes and memoranda, written procedures and documents, which are prepared for or obtained specifically for this agreement, or are a result of the services required under this grant -- shall be considered "work for hire" and remain the property of the State of Vermont, regardless of the state of completion unless otherwise specified in this agreement. Such items shall be delivered to the State of Vermont upon 30- days notice by the State. With respect to software computer programs and / or source codes first developed for the State, all the work shall be considered "work for hire,” i.e., the State, not the Party (or subcontractor or sub-grantee), shall have full and complete ownership of all software computer programs, documentation and/or source codes developed. Party shall not sell or copyright a work product or item produced under this agreement without explicit permission from the State of Vermont. If Party is operating a system or application on behalf of the State of Vermont, Party shall not make information entered into the system or application available for uses by any other party than the State of Vermont, without prior authorization by the State. Nothing herein shall entitle the State to pre-existing Party’s materials. Party acknowledges and agrees that should this agreement be in support of the State's implementation of the Patient Protection and Affordable Care Act of 2010, Party is subject to the certain property rights provisions of the Code of Federal Regulations and a Grant from the Department of Health and Human Services, Centers for Medicare & Medicaid Services. Such agreement will be subject to, and incorporates here by reference, 45 CFR 74.36, 45 CFR 92.34 and 45 CFR 95.617 governing rights to intangible property.
Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
INTELLECTUAL PROPERTY RIGHTS - INVENTION AND PATENT RIGHTS A. General 1. NASA has determined that 51 U.S.C. § 20135(b) does not apply to this Agreement. Therefore, title to inventions made (conceived or first actually reduced to practice) under this Agreement remain with the respective inventing party(ies). No invention or patent rights are exchanged or granted under this Agreement, except as provided herein.
Proprietary Rights The term “Proprietary Rights” shall mean all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.
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.
Joint Intellectual Property 9.1 University agrees to not Implement any Joint Intellectual Property for any purpose other than educational, experimental or research purposes. In consideration of University not Implementing the Joint Intellectual Property except for the limited purposes set forth in this paragraph, Company agrees to Implement any Joint Intellectual Property only in accordance with a license agreement to be entered into by Company and University with respect to the Implementation of such Joint Intellectual Property. Company shall pay to University, in connection with such Implementation, a compensatory royalty in accordance with such license agreement to be agreed by the Parties. 9.2 University agrees to not grant to any third party a license to Implement its rights in the Joint Intellectual Property without Company’s prior written consent. Notwithstanding anything contrary herein provided, University may grant to a third party a license to use the Joint Intellectual Property without Company’s prior written consent in the following cases: (i) if Company fails to execute a license agreement with University pursuant to Article 9.1 without any reasonable cause within three years from the Completion Date, or otherwise seeks to Implement any such Joint Intellectual Property other than pursuant to any such license agreement; or (ii) if Company fails to pay any compensatory royalty in accordance with the license agreement entered into pursuant to Article 9.1. 9.3 Company may grant a third party a non-exclusive license to the Joint Intellectual Property provided that Company first executes a license agreement with University setting forth, among other matters, the allocation of any license fee or royalty received from any such third party as between the Parties. 9.4 Unless otherwise provided in this Agreement, neither Party may transfer, grant a security interest in, grant a license to or otherwise dispose of its right, title or interest in or to the Joint Intellectual Property to any third party without the prior written consent of the other Party. 9.5 Each Party shall notify the other Party in writing before abandoning its right, title or interest in and to any Joint Intellectual Property.
Patents and Intellectual Property Rights Recipients are subject to the Xxxx-Xxxx Act, 35 U.S.C. § 200 et seq, unless otherwise provided by law. Recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from federal financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14.

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