Intellectual and Other Property. Borrower owns, or is licensed or otherwise has the right to use, all the patents, trademarks, service marks, names (trade, service, fictitious or otherwise), copyrights, technology, processes, data bases and other rights, free from burdensome restrictions, necessary to own and operate its properties and to carry on its business as presently conducted and presently planned to be conducted without conflict with the rights of others in any material respect.
Intellectual and Other Property. 10.1 Sponsor agrees that University shall own the entire right, title, and interest, including all patents, copyrights, and other intellectual property rights, in and to all tangible materials, inventions, works of authorship, software, information and data conceived or developed in the performance of the Research Project, including anything developed using University facilities or by University personnel, and funded under this Agreement (hereinafter “University Technology”).
10.2 University agrees that Sponsor shall own the entire right, title, and interest, including all patents, copyrights, and other intellectual property rights, in and to all tangible materials, inventions, works of authorship, software, information and data solely conceived or developed by Sponsor personnel and using Sponsor facilities under this Agreement (hereinafter “Sponsor Technology”).
10.3 University and Sponsor agree that technology that is jointly developed by University and Sponsor personnel under this Agreement shall be jointly owned (hereinafter “Joint Technology”). The parties shall mutually agree as to which party shall be responsible for the protection of Joint Technology.
10.4 University shall provide Sponsor a written confidential disclosure of any University Technology within sixty (60) days after such disclosure is received by the University’s Office of Technology Transfer. Sponsor shall hold such disclosure on a confidential basis and will not disclose the information to any third party without the written consent of University.
10.5 To the extent University has the legal right to do so and in accordance with the provisions of 10.6 below, University shall offer Sponsor a time-limited first right to negotiate a commercial license for any University Technology and University’s interest in any Joint Technology. Sponsor shall advise University in writing within sixty (60) days of disclosure to Sponsor whether or not it wishes to secure a commercial license (hereinafter “Date of Election”).
10.6 If Sponsor elects to secure a commercial license, Sponsor shall have ninety (90) days from the Date of Election to conclude a commercial license agreement with University. Said commercial license shall contain reasonable terms and shall require diligent performance by Sponsor for the timely commercial development and early marketing of such University Technology and/or Joint Technology. Sponsor shall also be required to reimburse University for all costs expended to secure and m...
Intellectual and Other Property. 9.1 If at any time in the course of the employment the Executive makes or discovers or participates in the making or discovery of any Intellectual Property relating to or capable of being used in the business of the Company or any Associated Company the Executive shall immediately disclose full details of such Intellectual Property to the Company and at the request and expense of the Company shall do all things which may be necessary or desirable for obtaining appropriate forms of protection for the Intellectual Property in such parts of the world as may be specified by the Company and for vesting all rights in the same in the Company, any Associated Company or a company nominated by the Company.
9.2 The Executive hereby irrevocably appoints the Company to be his agent in his name and on his behalf to sign any instrument, execute or do any act and generally to use his name for the purpose of giving to the Company or its nominee the full benefit of the provisions of this Clause 9 and in favour of any third party a certificate in writing signed by any director or the secretary of the Company that any instrument or act falls within the authority conferred by this Clause 9 shall be conclusive evidence that such is the case.
9.3 The Executive hereby waives all of his moral rights in respect of any acts of the Company or any acts of third parties done with the Company’s authority in relation to any Intellectual Property which is the property of the Company by virtue of Clause 9.1.
9.4 All rights and obligations under this Clause in respect of Intellectual Property made or discovered by the Executive during the employment shall continue in full force and effect after the termination of his employment and shall be binding upon the Executive’s personal representatives.
9.5 The Executive acknowledges that any and all Intellectual Property created by the Executive during the course of his employment shall vest in, be owned by and constitute the property of the Company and to the extent that they do not automatically so vest by operation of law the Executive hereby assigns and transfers with full title guarantee such Intellectual Property. The Executive shall not be entitled to any remuneration (other than-salary payable under Clause 4.1 above) in relation to the assignment or transfer of rights under this Clause 9, except in relation to inventions and designs made by the Executive other than pursuant to his duties under this Agreement in accordance with article 332 p...
Intellectual and Other Property. Each Loan Party owns, or is licensed or otherwise has the right to use, all the patents, trademarks, service marks, names (trade, service, fictitious or otherwise), copyrights, technology, processes, data bases and other rights, free from burdensome restrictions, necessary to own and operate its properties and to carry on its business as presently conducted and presently planned to be conducted without conflict with the rights of others in any material respect.
Intellectual and Other Property. 5.1 Each Party shall retain ownership of intellectual property rights existing as of the Starting Date, or developed or acquired independently of the Services, and nothing in the Agreement shall assign any ownership to the other Party with respect to such intellectual property rights.
5.2 Technology that is jointly developed by PSU and COMPANY will be jointly owned (“Joint Technology”). COMPANY owns all interests, including all patents, copyrights, and other intellectual property rights, in and to all technology developed under this Agreement by COMPANY using COMPANY facilities (“COMPANY Technology”). PSU owns the entire right, title, and interest, including all patents, copyrights, and other intellectual property rights, in and to all technology developed under this Agreement using PSU facilities and by PSU Personnel including, but not limited to, all faculty, staff, student employees, and affiliates (“PSU Technology”).
5.3 PSU will provide COMPANY with a complete, written, confidential disclosure of any PSU Technology after the disclosure is received by PSU.
5.4 PSU may file patent applications at its own discretion and expense, or at the request of COMPANY at COMPANY’s expense.
5.5 COMPANY is granted a royalty-free, non-transferable, non-exclusive right and license to use, reproduce, make derivative works, display, distribute and perform all such works only for internal research purposes for any copyrighted or copyrightable works, including informational databases, specified to be delivered to COMPANY as part of the Services.
5.6 PSU represents that all of its employees and consultants who participate in providing Services will be obligated to assign to PSU all their rights in PSU Technology and Joint Technology.
Intellectual and Other Property. Each Loan Party owns, or is licensed or otherwise has the right to use, all the patents, trademarks, service marks, franchises, names (trade, service, fictitious or otherwise), copyrights, technology (including, but not limited to, all equipment, and computer programs and software), processes, databases and other rights, necessary to own and operate its properties and to carry on its business as presently conducted and presently planned to be conducted without conflict with the rights of others except for any such violations that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. To the Borrower’s knowledge, no such license, patent, trademark or right has been declared invalid, been limited by any court or by any agreement to which any Loan Party is a party or is the subject of any infringement, interference or other proceeding or challenge which could reasonably be expected to have a Material Adverse Effect. The Borrower has taken commercially reasonable steps to protect its Patents, Trademarks and registered Copyrights that have been registered in, filed in or issued by the United States Patent and Trademark Office or the United States Register of Copyrights and to maintain the confidentiality of all intellectual property material to the business of the Borrower and its Subsidiaries that is not generally in the public domain.
Intellectual and Other Property. Any and all inventions, improvements, discoveries, designs, ideas, formulas, business, marketing, or pricing models and strategies, technology, management, administration, and financial systems, processes, and computer software relating to SBD’s or its affiliates’ businesses (whether or not patentable), discovered, developed, or learned by Xx. Xxxxx in whole or in part during his employment with SBD (“Intellectual Property”) are the sole and absolute property of SBD and are “works made for hire” as that term is defined in the copyright laws of the United States and under similar laws of other countries. Xx. Xxxxx (i) acknowledges and agrees that SBD is the sole and absolute owner of all patents, copyrights, trademarks, moral, and other property rights to the Intellectual Property, (ii) expressly disclaims any and all ownership rights to the Intellectual Property, and (iii) agrees to fully assist SBD to obtain the patents, copyrights, trademarks, moral, or other property rights to all Intellectual Property. Xx. Xxxxx has been notified by SBD and understands that the foregoing provisions of this Paragraph do not apply to an invention for which no equipment, supplies, facilities, confidential, proprietary, or trade secret information of SBD or its affiliates was used and which was developed entirely on Xx. Xxxxx’x own time, unless the invention (a) relates to the business of SBD or its affiliates or to their actual or demonstrably anticipated research and development, or (b) results from any work performed by Xx. Xxxxx for SBD or its affiliates.
Intellectual and Other Property. (a) All inventions and other developments or improvements conceived by Mr. Cash, alone or in conjunction with other persons (including notes, drawings, memoranda or other documents), during the term of his engagement that are within the scope of the Company's business operations or that relate to any of the Company's work or projects are the exclusive property of the Company, and Mr. Cash agrees to execute such conveyances or documents required to transfer patents or copyrights as may be reasonably requested by the Company.
(b) Upon termination of this Agreement for any reason, Mr. Cash shall immediately return to the Company all of Company's property, if any, including cellular telephone, computer hardware, computer software, software documentation and any replications used by him in rendering services to the Company or otherwise that are in his possession of control.
Intellectual and Other Property. DEFINITIONS The following terms shall have the indicated meanings when used in this Exhibit:
Intellectual and Other Property. Each Loan Party owns, or is licensed or otherwise has the right to use, all the patents, trademarks, service marks, franchises, names (trade, service, fictitious or otherwise), copyrights, technology (including, but not limited to, all equipment, and computer programs and software), processes, databases and other rights, necessary to own and operate its properties and to carry on its business as presently conducted and presently planned to be conducted without conflict with the rights of others except for any such violations that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. To the Borrower's knowledge, no such license, patent, trademark or right has been declared invalid, been limited by any court or by any agreement to which any Loan Party is a party or is the subject of any infringement, interference or other proceeding or challenge which could reasonably be expected to have a Material Adverse Effect. Set forth on Schedule 4.18 hereto is a complete list of all Patents, Trademarks and registered Copyrights (each of the foregoing, together with any other intellectual property material to the business of the Borrower and its Subsidiaries being referred to herein as "Proprietary Rights").
