Intellectual Property and Confidential Information. 16.1 All rights to patents, trade names, trademarks, technical and commercial information, data regarding processes and know-how, and all other data of B which Distributor may gain or have access to pursuant to this Agreement, shall remain the property of B subject only to a license hereby granted to Distributor to carry out the terms of this Agreement, which license shall immediately lapse upon termination or expiration of this Agreement for any reason. Distributor shall acquire no other interest in such property and shall not contest nor act or omit to act in any way which might prejudice such rights.
16.2 Distributor shall use the B name and trademarks only in the form approved by B and only with an acknowledgement that such name and trademark belongs to Xxxxxx.
16.3 Distributor shall not: make modifications to the Products or their packaging; alter, remove or tamper with any trademark, trade name numbers, or other means of identification used on or in relation to the Products; use a Product’s trademark on anything which may prejudice its distinctiveness or validity or Xxxxxx’x goodwill; use in relation to the Product any trademark other than B’s trademark without B’s prior written consent; use in the Territory any trademark or trade name of B as to be likely to cause confusion or deception; do or authorize any third party to do any act which would or may invalidate or be inconsistent with any intellectual property of B, or omit or authorize any third party to omit to do any act which by its omission would have the same effect or character; or apply for registration of the Product’s trademark itself.
16.4 Distributor shall promptly and fully notify B of any actual, threatened or suspected infringement of any of B’s intellectual property which comes to the attention of Distributor, and of any claim by any third party so coming to its attention that the sale of the Products infringes any rights of any other person and Distributor shall at the request and expense of B do all such things as may be reasonably required to assist B in taking or resisting any proceedings in relation to any such infringement or claim.
16.5 B and Distributor acknowledge that during the term of this Agreement either Party may acquire, either from the other Party or otherwise, information of a technical or commercial nature, which information shall be of a confidential nature or in the nature of trade secrets, know-how or other confidential information (“Confidential Information”)....
Intellectual Property and Confidential Information. The Parties agree that the ownership of Background Intellectual Property is not affected by this agreement and that all Background Intellectual Property remains the property of or controlled by the Party that makes it available for the purpose of carrying out the Project. Each Party grants to each other a royalty-free, non-exclusive, non-transferable licence to use its Background Intellectual Property to the extent necessary to carry out the Project but for no other purpose. No representations or warranties are made or given in relation to Background Intellectual Property, however each Party making available Background Intellectual Property acknowledges that to the best of its knowledge, without the need to make additional enquiries, conduct searches or seek a legal opinion, such Background Intellectual Property when used in accordance with this agreement will not infringe any third party Intellectual Property rights. The Parties agree that all rights, title and interest in the Project Intellectual Property will be owned solely by the Party, or jointly by the Parties that created it or contributed to its development or creation and, in the case of jointly owned Project Intellectual Property, the relevant Parties will own the Project Intellectual Property as tenants in common in shares proportionate to their respective intellectual contributions to the development or creation of that Intellectual Property. Each Party’s share of Project Intellectual Property will be dealt with in accordance with the relevant Party’s own Intellectual Property policies, regulations and procedures. The Parties acknowledge that the Intellectual Property arrangements in this clause 4 must take into account maximising the return of benefits to Australia. Each Party who owns Project Intellectual Property grants to each other Party a non-exclusive, irrevocable, perpetual, royalty free licence to use the Project Intellectual Property for the purpose of the Project. Subject to requirements to protect potentially commercially valuable Project Intellectual Property and the terms of this Agreement, each Party grants to each other Party a non-exclusive, perpetual, royalty free licence to use the Project Intellectual Property they own for: research, education and training purposes; and publication purposes but not for commercialisation. If a Party wishes to sub-license their rights to Project Intellectual Property under this clause 4.6, the Party will notify and obtain prior written consen...
Intellectual Property and Confidential Information. The Executive agrees to enter into the Company’s standard Intellectual Property Agreement (the “Intellectual Property Agreement”) upon commencing employment hereunder.
Intellectual Property and Confidential Information. Executive acknowledges the execution and delivery to Bank of the Confidentiality and Security Agreement (the “Confidentiality and Security Agreement”), attached hereto as Exhibit A.
Intellectual Property and Confidential Information. The Section shall adhere to SWE’s Policy on Intellectual Property and Confidential Information, and SWE’s Branding Policy and Guidelines for use of the SWE Brand and logo.
Intellectual Property and Confidential Information a) All ALS IP will remain the property of ALS. ALS grants to the Client a world-wide, non-exclusive, royalty free licence to use ALS IP for the purpose agreed to between the Client and ALS to the extent that it is needed for the enjoyment and benefit of the Services.
b) Neither ALS nor the Client will disclose Confidential Information of the other party to any third party without the prior written consent of the other party, unless required by law or the rules of a relevant stock exchange. ALS and the Client will only use Confidential Information of the other party for the purpose of the supply of the Services.
c) Any report, findings, results, statement, certification issued by ALS (ALS Report) is issued on the basis of testing of samples or materials, information, or documents provided by, or on behalf of, the Client. The Client will indemnify and hold harmless ALS, its officers, employees, agents and subcontractors for any claim whatsoever in relation to any ALS Report arising from unclear, erroneous, incomplete, misleading or false information provided to ALS; or arising from any incorrect or defective materials or samples provided to ALS.
d) Each ALS Report is:
i) issued using detection limits and confidence intervals inherent in ALS’s testing methodology;
ii) contains ALS’s results and opinions (if provided) on those samples or specific materials only;
iii) solely for the benefit of the Client, its officers and employees; and
iv) prepared at the request of the Client for the purpose agreed between the Client and ALS, and the Client may disclose the report to a third party for that purpose only, but ALS does not accept any responsibility or liability (including, without limitation, liability for negligence) to that third party.
e) The Client indemnifies ALS, its directors, employees, agents, consultants, contractors, successors in title and assigns against any claim made against any or all of them by third parties arising out of either the disclosure of any ALS Report, whether directly or indirectly by the Client, to a third party; or any reproduction or publication of an extract of any ALS Report.
f) The Client acknowledges and agrees that any action, inaction, or decision of the Client in response to the ALS Report will be determined by the Client. Neither ALS nor any of its officers, employees, agents, or subcontractors will be liable to the Client or any third party for any action or inaction of the Client in response to any ALS Report.
Intellectual Property and Confidential Information. Executive acknowledges that he will be employed by the Company during the Term in a position of special trust and confidence and will be granted access to or may develop trade secrets, intellectual property, and other confidential or proprietary information of the Company. Accordingly, in recognition of the highly competitive nature of the Company's business, Executive understands and agrees as follows.
Intellectual Property and Confidential Information. The terms and conditions of the Employee Intellectual Property and Confidential Information Agreement, including its Schedules appropriately completed (together, the "IP Agreement"), are attached as EXHIBIT B and are hereby incorporated into this Agreement as if written herein verbatim.
Intellectual Property and Confidential Information. 2.1 The Company is the sole unencumbered legal and beneficial owner and, where registered, the sole registered proprietor of all its Intellectual Property.
2.2 All reasonable steps required to maintain and protect all of the Company's Intellectual Property has been taken. Save as Disclosed in the Disclosure Letter, there are no Intellectual Property Licences Out and save as Disclosed in the Disclosure Letter, the Company is not under any obligation (whether contingent or otherwise) to grant any.
2.3 The activities of the Company and its licencees under any Intellectual Property Licences Out do not infringe the Intellectual Property of any person and there are no material claims or applications for registration.
2.4 The Company is (or in the case of applications will be) the sole legal and beneficial owner of (and where registered, the sole registered owner of) each item of its Intellectual Property and all such Intellectual Property is not subject to any claims of opposition from any third party and is valid, subsisting and enforceable.
2.5 The Company, the Founders and all other employees of the Company have not disclosed or permitted to be disclosed to any person (other than to the Investors and to their agents, employees or professional advisers) any of its know-how, trade secrets, confidential information or lists of customers or suppliers.
2.6 The Company uses Licensed Intellectual Property in accordance with the terms of the applicable licence(s) and has not been notified of any breach of such licence(s) and there are no facts or circumstances which might give rise to such a claim.
2.7 To the extent that the Company uses any "open source" or "copyleft" software or is party to "open" or "public source" or similar licenses, the Company is in compliance with the terms of any such licenses, and the Company is not required (and, even if it distributed its software, would not be required) under any such license to (a) make or permit any disclosure or to make available any source code for its (or any of its licensors') proprietary software; or (b) distribute or make available any of the Company's proprietary software or intellectual property (or to permit any such distribution of availability).
Intellectual Property and Confidential Information. 10.1 The Customer acknowledges that all intellectual property rights derived from the Goods, or contained in any design specifications, data sheets, test results or any other documentation supplied by the Supplier relating to the Goods shall remain with the Supplier or its licensors and the Customer shall indemnify the Supplier against all damages, penalties, costs and expenses in relation to any unauthorized use by the Customer of such rights.
10.2 Customer’s use of any intellectual property rights of the Supplier shall be for the sole, limited purpose of using the Goods under this contract and only in accordance with this Contract and the instructions of the Supplier.
10.3 All non-public, confidential or proprietary information of Supplier, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Supplier to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Supplier in writing. Upon Supplier's request, Customer shall promptly return all documents and other materials received from Supplier. Supplier shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Customer at the time of disclosure; or (c) rightfully obtained by Customer on a non-confidential basis from a third party.
