INTELLECTUAL PROPERTY 7 Sample Clauses

INTELLECTUAL PROPERTY 7. 1 N o third party infringement. No Goods, Services or Deliverable shall infringe any intellectual property or other right of any third party, or cause any royalty payment to be payable, save as agreed in the Order. 7.2
Sample 1Sample 2Sample 3See All (9)
AutoNDA by SimpleDocs
INTELLECTUAL PROPERTY 7. 1 All Project IP shall be owned by Sponsor and is hereby assigned by University to Sponsor. University agrees to ensure that University and any University Personnel will cooperate with Sponsor to perfect the foregoing assignment of Project IP [34]. 7.2 Assignments to Sponsor for University Intellectual Property and the interests of University Personnel in Joint Intellectual Property shall be managed by University as set forth in Appendix C [35]. 7.3 The Parties agree to take all steps necessary to cause Project IP to be administered according to the terms and conditions of this Agreement. 7.4 Sponsor shall be responsible, in its discretion and at its sole expense, to file and prosecute [36] any patent [34] This structure is highly preferential to the Sponsor, as University will typically want to maintain its ownership interest in the Project IP, such that Sponsor will only acquire title to its own undivided interest in the Joint Project IP. In that case, Sponsor may seek a royalty-free, non-exclusive license from the University for limited purposes, e.g., for a trial period, with an option to change to a royalty-bearing exclusive license. If dealing with a state university, it may be advantageous to have the University own the IP and license back to Sponsor – sovereign immunity may protect at least the patent asset from an inter partes review challenge at the USPTO. University could also request a license back for research and education purpose. Depending on the Sponsor’s reasoning for proceeding under the SRA, Sponsor may want to limit the University’s ability to conduct research supporting competitors’ like technology. See reference 38 for further discussion.
Sample 1
INTELLECTUAL PROPERTY 7. 1 All Project IP shall be owned by Sponsor and is hereby assigned by University to Sponsor. University agrees to ensure that University and any University Personnel will cooperate with Sponsor to perfect the foregoing assignment of Project IP [34]. 7.2 Assignments to Sponsor for University Intellectual Property and the interests of University Personnel in Joint Intellectual Property shall be managed by University as set forth in Appendix C [35]. 7.3 The Parties agree to take all steps necessary to cause Project IP to be administered according to the terms and conditions of this Agreement. 7.4 Sponsor shall be responsible, in its discretion and at its sole expense, to file and prosecute [36] any patent or copyright registration for any Project IP. Sponsor shall in its sole discretion select the intellectual property practitioner for filing and prosecuting patent and copyright applications. Sponsor shall supply to University upon University’s request any patent or copyright application directed in any part of the Project IP to ensure conformity of the application to the scope of any assignment of Project IP by University Personnel. University, on behalf of itself, and University Personnel will cooperate with all reasonable requests made by Sponsor in connection with the filing or prosecution of any intellectual property rights in the Project IP, provided that Sponsor shall reimburse University or any University Personnel, as applicable, all reasonable out-of-pocket expenses incurred as a result of such cooperation. [34] This structure is highly preferential to the Sponsor, as University will typically want to maintain its ownership interest in the Project IP, such that Sponsor will only acquire title to its own undivided interest in the Joint Project IP. In that case, Sponsor may seek a royalty-free, non-exclusive license from the University for limited purposes, e.g., for a trial period, with an option to change to a royalty-bearing exclusive license. If dealing with a state university, it may be advantageous to have the University own the IP and license back to Sponsor – sovereign immunity may protect at least the patent asset from an inter partes review challenge at the USPTO. University could also request a license back for research and education purpose. Depending on the Sponsor’s reasoning for proceeding under the SRA, Sponsor may want to limit the University’s ability to conduct research supporting competitors’ like technology. See reference 38 for fu...
Sample 1
INTELLECTUAL PROPERTY 7. 1 Representations The Chargor represents to each Secured Party that as at the date of this Deed all Intellectual Property which is material to its business is identified in Part 5 of Schedule 1 (Security Assets). 7.2
Sample 1
INTELLECTUAL PROPERTY 7. 1 All intellectual property rights arising from or developed during the course of the Project shall vest in the Researcher and/or Host Institution (depending on arrangements between those two parties). However, in consideration of receiving the research grant from Toka Tū Ake EQC, the Researcher and Host Institution: a) shall each grant Toka Tū Ake EQC an unrestricted, perpetual, non-exclusive, worldwide, royalty free, irrevocable licence to their respective intellectual property rights arising from or developed during the course of the Project to: • use the results of the Project (including but not restricted to the final report and any product developed in conjunction with the Project) as soon as they are created in material form; • publish and distribute the Project reports and findings and any other information relating to the Project but excluding raw data (being original, source data) (together, the “Project Materials”), without charge, in any form and through any medium (including Toka Tū Ake EQC website, internal networks and communications) subject only to o the approval of the Host Institution as to the accuracy of any summary, commentary or précis of, or changes or additions to, the Project Materials prepared by someone other than the Host Institution; o attaching a copyright statement that reserves copyright to the Host Institution (if applicable); o If publishing an extract from any report or results, ensuring that extract is a fair reflection of the report and results as a whole and is not misleading in any way; and o any appropriate disclaimer that may be agreed the Parties on a case-to-case basis. • sublicense and/or otherwise deal with any results of the Project (including but not restricted to the final report and any product developed in conjunction with the Project) in the event of the Researcher and/or Host Institution not performing the obligations set out in clause 7 (b) of this Agreement (as reasonably determined by Toka Tū Ake EQC). b) shall each make every reasonable endeavour to disseminate the results of the research facilitated by this grant by way of presentation or publication of papers on the topic. One copy of each such paper or papers shall be deposited with Toka Tū Ake EQC together with full details for bibliographic citation. The obligation to provide one copy to Toka Tū Ake EQC applies to all documentation including reports, conference presentations, guidance and any other papers. c) shall each acknowledge the research ...
Sample 1
INTELLECTUAL PROPERTY 7. PROPRIETÀ INTELLETTUALE
Sample 1
INTELLECTUAL PROPERTY 7 
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs

Related to INTELLECTUAL PROPERTY 7

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

  • 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.

  • Intellectual Property License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party.

  • Intellectual Property Licenses Notwithstanding anything to the contrary contained in the TSA, and except as otherwise provided in Section 5.13 of the SPA, it shall be the responsibility of the Receiving Party (at the Receiving Party’s sole cost and expense) to obtain all licenses associated with the use of third party intellectual property, including but not limited to copyrights (e.g., software), trademarks and patents (and/or consents and extensions relating to such licenses), if any, necessary for the provision of Services to the Receiving Party during the Term. The Service Provider agrees to use commercially reasonable efforts to assist the Receiving Party in its negotiations with any licensors from whom the Receiving Party may require such a license (or consent or extension) during the Term. In the event the Receiving Party is unable to obtain a necessary license, consent or extension, the Services related to such license shall be removed from the scope of the TSA, without a reduction in fees or payments owed by the Receiving Party under the TSA. In all events, and in addition to (and not in limitation of) any similar rights that the Service Provider may have under the TSA, the Receiving Party shall indemnify, defend and hold the Service Provider harmless from and against any actions, liabilities and/or claims relating to the licenses and the license matters discussed in this provision. The Receiving Party’s obligation to pay any fees under this Section 1.5 shall apply whether or not such claims for fees arise from the Receiving Party’s continued or past access to or benefit from third party intellectual property. The Receiving Party also acknowledges the Service Provider’s right to initiate discussion with third party licensors that may involve the Receiving Party’s use of intellectual property. All negotiated agreements with third party licensors for the future use of or rights to intellectual property and associated services shall be at the cost of the Service Provider, provided that the Receiving Party shall bear the cost of incremental third party use fees which are specifically identified in the agreements with the third party licensors and which relate solely to the Receiving Party’s use (“Incremental License Fees”). Such Incremental License Fees shall be approved in advance in writing by the Receiving Party, which approval shall not be unreasonably withheld or delayed.

  • 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 Matters A. Definitions

  • Intellectual Property; Licenses, Etc The 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 (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the 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 the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Licenses; Intellectual Property Maintain, and cause each Subsidiary of the Borrower to maintain, in full force and effect, all licenses, franchises, Intellectual Property, permits, authorizations and other rights as are necessary for the conduct of its business, the loss of which could reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

  • Intellectual Property Filings Such patent, trademark and copyright notices, filings and recordations necessary or appropriate to perfect the security interests in intellectual property and intellectual property rights, as determined by the Collateral Agent.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!