Intellectual Properties; Licenses Clause Samples
The "Intellectual Properties; Licenses" clause defines the ownership and permitted use of intellectual property (IP) created or used under an agreement. It typically specifies which party retains rights to pre-existing IP and how any new IP developed during the relationship will be handled, such as whether it is owned by one party or jointly. The clause also outlines the scope of licenses granted, for example, allowing one party to use the other's trademarks, software, or copyrighted materials for specific purposes. Its core function is to prevent disputes by clearly allocating IP rights and usage permissions, ensuring both parties understand their rights and obligations regarding intellectual property.
Intellectual Properties; Licenses. Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person (provided, as of the Closing Date, Borrower and its Subsidiaries do not possess any registered intellectual property rights). To the best knowledge of Borrower, no slogan or other advertising device, product, process, method, substance, part of other material now employed, or now contemplated to be employed, by Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to cause a Material Adverse Event to occur.
Intellectual Properties; Licenses. The Loan Parties own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person.