Intellectual Properties. To the extent permissible under applicable law, all intellectual properties made or conceived by Employee during the term of this employment by Employer shall be the right and property solely of Employer, whether developed independently by Employee or jointly with others. The Employee will sign the Employer’s standard Employee Innovation, Proprietary Information and Confidentiality Agreement (“Confidentiality Agreement”).
Intellectual Properties. In the operation of its business the Company and its Subsidiaries have used, and currently use, domestic and foreign patents, patent applications, patent licenses, software licenses, knowhow licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service xxxx registrations and applications, copyright registrations and applications, trade secrets and other confidential proprietary information (collectively the "INTELLECTUAL PROPERTY"). Schedule 3.16 contains an accurate and complete list of all Intellectual Property (other than trade secrets and other confidential information) which is of material importance to the operation of the business of the Company or any of its Subsidiaries. Unless otherwise indicated in Schedule 3.16 the Company (or the Subsidiary indicated) owns the entire right, title and interest in and to the Intellectual Property listed on Schedule 3.16 used in the operation of its business (including, without limitation, the exclusive right to use and license the same) and each item constituting part of the Intellectual Property which is owned by the Company or a Subsidiary and listed on Schedule 3.16 has been, to the extent indicated in Schedule 3.16, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office or such other government entities, domestic or foreign, as are indicated in Schedule 3.16 and such registrations, filings and issuances remain in full force and effect. To the best knowledge of the Company and the Sellers, except as stated in such Schedule 3.16, there are no pending or threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. Schedule 3.16 lists all notices or claims currently pending or received by the Company or any of its Subsidiaries during the past two years which claim infringement, contributory infringement, inducement to infringe, misappropriation or breach by the Company or any of its Subsidiaries of any domestic or foreign patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. Except as set forth in Schedule 3.16 hereto, there is, to the best knowledge, information and belief of the Company, no reasonable basis upon which a claim may be ...
Intellectual Properties. (a) All ownership, copyright, patent, trade secrecy and other rights in all works, designs, inventions, ideas, manuals, improvements, discoveries, processes, customer lists or other properties (the “Intellectual Properties”) made or conceived by Executive during the term of his/her employment by the Company shall be the rights and property solely of the Company, whether developed independently by Executive or jointly with others, and whether or not developed or conceived during regular working hours or at the Company’s facilities, and whether or not the Company uses, registers, or markets the same.
(b) In accordance with the Company’s policy and RCW 49.44.140 and RCW 49.44.150, this Agreement (other than Subsection 3(c)) does not apply to, and Executive has no obligation to assign to the Company, any invention for which no Company trade secrets and no equipment, supplies, services, or facilities of the Company were used and which was developed entirely on Executive’s own time, unless: (i) the invention relates directly to the business of the Company, (ii) the invention relates to actual or demonstrably anticipated research or development work of the Company, or (iii) the invention results from any work performed by Executive for the Company.
(c) If and to the extent that Executive makes use, in the course of his employment, of any items or Intellectual Properties previously developed by Executive or developed by Executive outside of the scope of this Agreement, Executive hereby grants the Company a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license (with right to sublicense) to make, use, sell, copy, distribute, modify, and otherwise to practice and exploit any and all such items and Intellectual Properties.
(d) Executive will assist the Company as reasonably requested during and after the term of his employment to further evidence and perfect, and to enforce, the Company’s rights in and ownership of the Intellectual Properties covered hereby, including without limitation, the execution of additional instruments of conveyance and assisting the Company with applications for patents or copyright or other registrations.
Intellectual Properties. 3.1 Party A shall solely and exclusively own any ownership, interest and right of the intellectual properties produced by performance of this Agreement, including but not limited to copyrights, patents, claims of patent application and technical secrets, and without Party A’s consent, Party B and Party C enjoy no rights other than those provided herein. Party B shall actively assist with Party A for all necessary method to cause Party A obtain such intellectual properties. For avoidance of any doubt, any intellectual property that is in the process of filing with governmental authorities or owned by the Party B shall be transferred by the beneficial owner or the applicant of such intellectual property to Party A or its affiliate as required by Party A and Party B shall execute transfer agreement for such intellectual property except the intellectual properties that are necessary for Party B or its Subsidiaries in ordinary business or shall be held by Party B according to relevant P.R.C. laws and regulations.
3.2 However, if the development is based on the intellectual properties owned by Party B, such intellectual properties should be flawless. Otherwise Party B shall bear all damages and losses caused to Party A by any flaw of such intellectual properties. If Party A is to bear any liabilities to any third party because of this, it has the right to recover all of its losses from Party B.
3.3 This Article 3 of this Agreement shall survive any modification, dissolution or termination of this Agreement.
Intellectual Properties. The operation of the business of the Company and its Subsidiaries requires no rights under Intellectual Property other than (a) rights under Intellectual Property which is owned by the Company or any of its Subsidiaries and (b) rights validly licensed by the Company or any of its Subsidiaries. Schedule 3.15 is a true, complete and accurate list of all Intellectual Property licensed by the Company which, with respect to each item of Intellectual Property, is (x) required for the operation of the business of the Company and its Subsidiaries and (y) cannot be licensed and installed within 5 Business Days for a single payment of less than $25,000 or annual licensing (or rental) payments less than $10,000. Unless otherwise described on Schedule 3.15, either the Company or its Subsidiaries has taken actions reasonably necessary and appropriate to preserve and protect its respective ownership interest in all Intellectual Property owned by the Company, whether or not set forth (or required to be set forth) on Schedule 3.15, except where the failure to do so would not have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. All registrations, filings and issuances with respect to items of Intellectual Property owned by the Company, whether or not set forth (or required to be set forth) on Schedule 3.15, remain in full force and effect. Except as set forth on Schedule 3.15 under the caption "Claims," no claim adverse to the interests of the Company or a Subsidiary of the Company in the Intellectual Property owned or licensed by the Company, whether or nor set forth (or required to be set forth) on Schedule 3.15, has been made in litigation or otherwise. Except as set forth on Schedule 3.15 under the caption "Claims," to the best knowledge, information and belief of the Company, no such claim has been threatened or asserted, no basis exists for any such claim and no Person has infringed or otherwise violated either the Company's or a Subsidiary of the Company's right in any Intellectual Property owned or licensed by the Company, whether or not set forth (or required to be set forth) on Schedule 3.15. Except as set forth on Schedule 3.15 under the caption "Claims," no litigation is pending wherein either the Company or a Subsidiary of the Company is accused of infringing or otherwise violating the Intellectual Property right of another Person, or of breaching a contract conveying a right under Intellectual Property. Except as set forth on S...
Intellectual Properties. Lessor consents to the photography, filming, videotaping and recordation of the Works for the purpose of obtaining photographic and other copyrights in the new derivative works, which shall be owned and controlled by Lessor, but which is hereby licensed to Lessee for use in advertising, promotion, and merchandising of, and education relating to, the Works, such license to run concurrently, with respect to any Work, with the rental of such Work hereunder. In the event that any Work is withdrawn or rental terminated, the corresponding license shall automatically terminate; provided, however, that following such termination, Lessee shall have six (6) months to discontinue sales and use of the applicable merchandise.
Intellectual Properties. To the best knowledge of the Principal Shareholders after due inquiry the operation of the business, the Mxxx Jxxx Group requires no rights under Intellectual Property (as hereinafter defined) other than rights under Intellectual Property listed on Schedule 3.16 attached hereto, and rights granted to the Mxxx Jxxx Group pursuant to agreements listed on Schedule 3.16. Within the three year period immediately prior to the date of this Agreement, the business of the Mxxx Jxxx Group made use of Intellectual Property rights other than rights under Intellectual Property listed on Schedule 3.16 and rights granted to the Mxxx Jxxx Group pursuant to agreements listed on Schedule 3.16. Except as otherwise set forth on Schedule 3.16, the Mxxx Jxxx Group owns all right, title and interest in the Intellectual Property listed on Schedule 3.16 including, without limitation, exclusive rights to use and license the same. Each item of Intellectual Property listed on Schedule 3.16 has been duly registered with, filed in, or issued by the appropriate domestic or foreign governmental agency, to the extent required, and each such registration, filing and issuance remains in full force and effect. Except as set forth on Schedule 3.16, no claim adverse to the interests of the Mxxx Jxxx Group in the Intellectual Property or agreements listed on Schedule 3.16 has been made in litigation. To the best knowledge, information and belief of the Principal Shareholders, no such claim has been threatened or asserted, no basis exists for any such claim, and no Person has infringed or otherwise violated the rights of the Mxxx Jxxx Group in any of the Intellectual Property or agreements listed on Schedule 3.16. Except as set forth on Schedule 3.16, no litigation is pending wherein the Mxxx Jxxx Group is accused of infringing or otherwise violating the Intellectual Property right of another, or of breaching a contract conveying rights under Intellectual Property. To the best knowledge, information and belief of the Principal Shareholders, no such claim has been asserted or threatened against the Mxxx Jxxx Group, nor are there any facts that would give rise to such a claim. For purposes of this Section 3.16, "Intellectual Property" means domestic and foreign patents, patent applications, registered and unregistered trademarks and service marks, trade names, registered and unregistered copyrights, computer programs, data bases, trade secrets and proprietary information. The Principal Shareholder...
Intellectual Properties. With respect to any and all rights, titles, interests and intellectual properties (including without limitation copyrights, patents, know-how, trade secrets and others) arising from the performance of the Agreement, whether they are developed by Party A itself or developed by Party B on the basis of Party A’s intellectual properties or developed by Party A on the basis of Party B’s intellectual properties, Party A shall enjoy exclusive ownership, intellectual properties and beneficial interests and Party B may not claim ownership, intellectual properties or any other rights or interests against Party A. Without written consent of Party A, Party B may not assign or grant the aforesaid intellectual properties to any third party. If the development is accomplished on the basis of Party B’s intellectual properties, Party B shall guarantee that there is no flaw with respect to such intellectual properties. Otherwise, the losses incurred by Party A shall be borne by Party B.
Intellectual Properties. 1. Either party or any third party has no right or interest regarding the company name, product logos, intellectual property rights, trade secrets, confidential information, etc. owned by the other party.
2. The selection of products is at sole discretion of Party B upon the knowledge of relevant laws and regulations regarding trademark and copyright in the destination country, and Party B shall take full responsibility of any dispute regarding such issues. (See more details in Party A’s User Agreement: xxxxx://xxxxxxxxxxxxxx.xxx/user-agreement/en).
Intellectual Properties. Schedule 4.15(a) sets forth a complete and correct list of all patented or registered Company Owned Intellectual Property and pending patent applications or other applications for registration of Company Owned Intellectual Property, Internet domain names and material unregistered Marks, Copyrights and software included in the Company Owned Intellectual Property. Schedule 4.15(b) sets forth all agreements under which the Company grants to a third-party any license to any Company Owned Intellectual Property (the “Outbound Licenses”). Schedule 4.15(c) sets forth a complete and correct list of all Company Licensed Intellectual Property, and identifies the licensor of such Company Licensed Intellectual Property. Schedule 4.15(d) sets forth all agreements under which the Company receives any license to any Company Licensed Intellectual Property (the “Inbound Licenses”). All fees due as of the date hereof associated with maintaining any registered Company Intellectual Property have been paid in full in a timely manner to the proper Governmental Authority, and all filings required as of the date hereof associated with maintaining any registered Company Owned Intellectual Property have been made, and, except as listed on Schedule 4.15(a), no such fees are due and no such filings are required prior to December 31, 2018. Except as set forth on Schedule 4.15(e):
(a) the Company owns and possesses all, right, title and interest in and to the Company Owned Intellectual Property as currently being used by the Company;
(b) the Company owns and possesses a valid and enforceable right or license to use the Company Licensed Intellectual Property as currently being used by the Company;
(c) the Company Owned Intellectual Property is not subject to any Liens and is not subject to any restrictions or limitations regarding use or disclosure, other than pursuant to Law or a written Outbound License applicable thereto;
(i) the issued Patents and registered Intellectual Property, and the applications therefor, included among the Company Owned Intellectual Property are subsisting, in full force and effect, and have not been cancelled, expired or abandoned; (ii) the Company has not abandoned, cancelled, or permitted to be abandoned, cancelled, or lapsed, any issued Patents or registered Intellectual Property, or the applications therefor, that are currently included among the Company Owned Intellectual Property, nor have there been any interference actions, re-examinations, cancellati...
