Intellectual Property and Data Sample Clauses

Intellectual Property and Data. (a) Each Party shall retain ownership of their and their Affiliates’ intellectual property and data existing as of the date hereof. Unless agreed otherwise in Schedule A, each Party hereto agrees that any intellectual property or data of the other Party or its Affiliates or licensors made available to such Party or its Affiliates in connection with the INSW Services or OSG Services, and any derivative works, additions, modifications, translations or enhancements thereof created by a Party or its Affiliates pursuant to this Agreement, are and shall remain the sole property of the original owner of such intellectual property or data, provided, that OSG shall exclusively own any and all data generated with respect to the INSW Services received under this Agreement and INSW shall exclusively own any and all data generated with respect to the OSG Services received under this Agreement. Each of the Parties agrees to execute and to cause its Affiliates (including any INSW Service Providers or OSG Service Providers) to execute all such further instruments and documents and to take all such further action as the other Party may reasonably require in order to effectuate the terms and purposes of this Agreement. (b) OSG hereby grants to INSW a non-exclusive, royalty free, fully paid-up, non-transferable, worldwide license to use OSG Data during the Term solely (i) to provide the INSW Services and (ii) to comply with INSW’s obligations under applicable Law with respect to such OSG Data. INSW hereby grants to OSG a non-exclusive, royalty free, fully paid-up, non-transferable, worldwide license to use INSW Data during the Term solely (1) to provide the OSG Services and (2) to comply with OSG’s obligations under applicable Law with respect to such INSW Data.

Intellectual Property and Data. No Party shall acquire any intellectual property rights of the other in connection with the provision of the Services and each Party remains the sole owner of any and all intellectual property rights it owned or used prior to the execution of this Agreement. The Advertiser shall retain ownership of all Data. The Agency shall have a worldwide, royalty free, non-exclusive, transferable licence to use and otherwise process Data in order to provide, operate, maintain and enhance the Services, the Services Technology Stack and any Products or programs connected to the provision of the Services including, without limitation, the right to disclose Data with entities of the Services Network and, where necessary, to sub-licence the same rights to media owners and sub-contractors strictly in connection with the performance of the Services. The licence granted under this provision to the Agency is granted on the following conditions: (i) Data collected specifically in respect of the Advertiser will not be used for the benefit of another advertiser; and/or (ii) following termination or expiry of the Agreement, the Agency shall have the right, for a period of 6 months from such termination or expiry, to use the Data for the purposes of internal reporting (including the compilation of statistics), evaluating the Services, and improving the Services Technology Stack, and to disclose the Data if required by applicable law or regulation or pursuant to a court order or other legal process. The Data will not be shared or pooled with the data of other advertisers The Advertiser grants the Agency a worldwide, royalty-free, non- exclusive transferable licence to use and reproduce any intellectual property rights in and to the Content (including, for the avoidance of doubt, any of the Advertiser’s trade and service marks) and to distribute or, in the case of trade or service marks, reproduce the same within the Services Network for the purposes of providing the Services. In performing the Services, the Agency may be required to contract with external providers and/or media owners that service the Services Network and who may utilise all or some of the Technologies for media targeting purposes and may insert the same on a Website. Any Data received by such providers and/or media owners will be used only for performing the Services. The Parties agree and acknowledge that the Advertiser shall be solely responsible in relation to maintaining a privacy policy that covers the Services...

Intellectual Property and Data. (a) Subject to the terms and conditions of this Agreement, Service Provider (on behalf of itself and its Affiliates) hereby grants to Service Recipient and its Affiliates a limited, royalty-free, worldwide, non-sublicensable, non-exclusive, non-transferable (except as set forth in Section 8.01) license on an as-is, warranty-free basis solely during the term of this Agreement in, to and under all Intellectual Property and Information Technology owned or licensable (without the consent of, or payment to, any third party) by Service Provider or any of its Affiliates, solely to the extent necessary for Service Recipient or any of its Affiliates to receive and use the Services. (b) Subject to the terms and conditions of this Agreement, Service Recipient (on behalf of itself and its Affiliates) hereby grants to Service Provider and its Affiliates a limited, royalty-free, worldwide, non-sublicensable, non-exclusive, non-transferable (except as set forth in Section 8.01) license on an as-is, warranty-free basis solely during the term of this Agreement in, to and under all Intellectual Property and Information Technology owned or licensable (without the consent of, or payment to, any third party) by Service Recipient or any of its Affiliates, solely to the extent necessary for Service Provider or any of its Affiliates to provide the Services. (c) Except as expressly set forth herein, each Party acknowledges that none of it, its Affiliates or any of their respective Representatives will acquire any right, title or interest (including any license rights or rights of use) in (i) any Intellectual Property (including with respect to Software or Information Technology) of the other Party or its Affiliates, Representatives or licensors, or (ii) any licenses owned by the other Party or its Affiliates, Representatives or licensors, in each case, by reason of the provision, receipt or use of the Services provided under this Agreement. (d) Without prejudice to the terms of the Separation and Distribution Agreement, each Party (on behalf of itself and its Affiliates) expressly reserves all right, title and interest in and to the Intellectual Property owned by such Party or any of its Affiliates. Except as otherwise expressly set forth herein or unless otherwise expressly agreed by the Parties, no right, title or interest in and to any such Intellectual Property (including rights in any data) is granted, transferred or otherwise conveyed by such Party or any of its Affiliates t...

Intellectual Property and Data. No Party shall acquire any intellectual property rights of the other in connection with the provision of the Services and each Party remains the sole owner of any and all intellectual property rights it owned or used prior to the execution of this Agreement. The Advertiser hereby grants the Agency a worldwide, royalty-free, sub-licensable licence for the period in which the Services are rendered for the Agency and the Services Network to amend, adapt, use, distribute and/or position the Content or any part thereof for the purposes of promoting (including without limitation for the purposes of creating hyperlinks to) the Content and the Ads to deliver the Services agreed in an Insertion Order or as otherwise agreed in writing between the Parties (“Licence”). The Licence shall expire upon completion of the Services. Notwithstanding the foregoing, Advertiser acknowledges and agrees that the nature of the Services is such that it is not possible to (i) prevent subsequent sharing, copying or modification by third parties of Content placed on the internet by or on behalf of the Agency in accordance with this Agreement; or (ii) remove, takedown or expunge content from the internet once propagated, and the Agency shall have no liability for any sharing, copying or modification of Content (whether or not it has already been modified by or on behalf of the Agency in accordance with this Agreement) by third parties nor responsibility for removing or procuring the removal of Content (whether or not it has already been modified by or on behalf of the Agency in accordance with this Agreement) from the internet upon completion of the Services or termination or expiry of this Agreement. Advertiser hereby waives in favour of Agency and all its assignees and successors in title all moral rights in the Content to which Advertiser may be entitled under the Copyright, Designs and Patents Act 1988 as amended from time to time and under all similar legislation from time to time in force anywhere in the world to the extent necessary for the Agency and the Services Network to exploit the Licensed Rights subject to the terms of the foregoing licence. The Advertiser shall retain ownership of all Data. The Agency shall have a worldwide, royalty free, non-exclusive, transferable licence to use and otherwise process Data in order to provide, operate, maintain and enhance the Services, the Services Technology Stack and any Products or programs connected to the provision of the Services ...

Intellectual Property and Data. (a) Service Provider and Service Recipient shall each retain ownership of their respective intellectual property and data existing as of the date hereof except as may otherwise be provided for in the Purchase Agreement. Unless otherwise agreed in writing and subject to Section 9(b), each Party agrees that any intellectual property or data of the other Party or its licensors made available to such Party in connection with the provision of Services, and any derivative works, additions, modifications, translations or enhancements thereof created by a Party pursuant to this Agreement, are and shall remain the sole property of the Party that is the owner of such intellectual property or data; provided, that Service Recipient shall exclusively own any and all data generated exclusively with respect to, and in the course of, the provision of the Services by Service Provider. (b) Service Provider acknowledges that any and all software, writings, documents, reports, designs, specifications, data and other materials that Service Provider makes, conceives or develops during the Term that are specifically and expressly either requested by Buyer or Service Recipient in a written request, or reflected in Schedule 1(a) hereto, in each case related to the Services performed by Service Provider hereunder, together with any associated patent, copyright, trade secret and other intellectual property rights therein (collectively, “Deliverables”), shall be deemed “works made for hire” and shall be the sole and exclusive property of Buyer. In the event that for any reason the Deliverables are not deemed “works made for hire,” then Service Provider agrees to (and shall cause any of Service Provider’s employees (if any) to) use commercially reasonable efforts to assign and transfer, and does hereby assign and transfer, to Buyer any and all of the Service Provider’s rights, title and interest in and to the Deliverables. Service Provider shall execute and deliver any and all instruments and other documents and take such other actions as may be reasonably necessary or reasonably requested by Buyer to document the aforesaid assignment and transfer of the Deliverables to Buyer, or to enable Buyer to secure, register, maintain, enforce or otherwise fully protect its rights in and to the Deliverables. Service Provider hereby waives any and all of its moral rights that Service Provider may have in any Deliverables.

Intellectual Property and Data. 4.1 Nothing in this agreement affects the Intellectual Property Rights of either party, except as set out in this clause. 4.2 The Client grants the Building Surveyor an unrestricted, royalty free licence to use an manipulate all Intellectual Property Rights in any Data which the Client provides to the Building Surveyor to the extent reasonably necessary for the Building Surveyor to perform the Private Building Surveyor Functions. 4.3 The Client warrants that any Data provided by it to the Building Surveyor will not infringe the Intellectual Property Rights of any person. The Client indemnifies the Building Surveyor against any direct loss, costs, expenses, demands or liability arising out of a claim by a third party against the Surveyor alleging that such Data infringes any such Intellectual Property Rights.

Intellectual Property and Data. 7.1 It is recognised and understood that the existing inventions, Intellectual Property, Know How and technology of the Sponsor and the Site are their separate property respectively and are not affected by the terms of this Agreement (including but not limited to, Trial Treatment, and information and technology related to the Protocol) and no Party shall have any claims to or any rights in such existing inventions, Intellectual Property, Know How and technologies of the other Party. 7.2 Subject to clause 7.1, in the event that any discovery, Intellectual Property and/or Know How made and/or developed by the Site during the course of the Trial, arising out of the Trial, connected to the performance of the Protocol and/or related to a new use, improvement and/or modification of Trial Treatment, such discovery or invention shall be communicated to and be the property of the Sponsor. 7.3 The Site hereby assigns (on behalf of itself and its employees), its rights in and to all Intellectual Property and, to the extent possible in and to all Know How, arising out of the Trial, clinical intervention, clinical practice relating to the performance of the Protocol or to any new use, improvement and/or modification of Trial Treatment to the Sponsor. At the request and expense of the Sponsor, the Site and the Investigator shall execute all such documents and do all such other acts as the Sponsor may reasonably require in order to vest fully and effectively all such Intellectual Property and Know How in the Sponsor or its nominee. 7.4 Nothing in this clause 7 shall be construed so as to prevent or hinder the Site from using Know How gained during the performance of the Trial in the furtherance of its normal activities of providing or commissioning clinical services, teaching and research to the extent that such use does not result in the disclosure or misuse of Confidential Information or the infringement of any Intellectual Property right of the Sponsor.

Intellectual Property and Data. 8.1 All Background Intellectual Property is and shall remain the exclusive property of the party owning it (or, where applicable, the third party from whom its right to use the Background Intellectual Property has derived). This Agreement does not affect the ownership of any Background Intellectual Property. No rights are granted in respect of any Background Intellectual Property except as expressly set out in this Agreement. 8.2 The Trust grants to Huma, a non-exclusive, transferable, sub-licenseable, worldwide, irrevocable, perpetual licence to use its Background Intellectual Property (a) to provide the Services and perform any other activities contemplated by this Agreement and/or the Data Processing Agreement; and (b) to the extent necessary to use or otherwise exploit the Developments and Developed IP. 8.3 Huma shall own any and all Intellectual Property in and to the Developments (“Developed IP”). To the extent that, notwithstanding the foregoing, any Developed IP vests in the Trust, the Trust hereby irrevocably and unconditionally assigns to Huma absolutely with full title guarantee (where appropriate by way of present assignment of future copyright), all right, title and interest in and to any such Developed IP. To the extent that any moral rights in or to such Developed IP vest in any Trust Personnel and to the extent permitted by law, the Trust shall obtain from such Trust Personnel a full and complete waiver of such moral rights. On request from Huma, and at the cost of Huma as to reasonable out-of-pocket expenses, the Trust shall, and shall use commercially reasonable endeavours to procure that any necessary Trust Personnel shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to the foregoing. 8.4 Save as expressly set out in this Agreement: no right or title to the Intellectual Property of either party is granted to the other party; and neither party shall use any of the other party’s Intellectual Property in its business, corporate, legal, trade or domain name or trade dress. All goodwill related to or generated by the use of a party’s trade marks or other Intellectual Property by the other party shall inure for the benefit of the first party. The Trust shall not remove, obscure or alter any proprietary or Intellectual Property notices or legends displayed in or on any Huma Technology. For clarity, the Trust shall require Huma’s prior written consent to us...

Intellectual Property and Data. All patents, trademarks or other intellectual property related to Goods or Services remain the sole and exclusive property of Seller. To the extent any Goods or Services include software, such software is not sold to Buyer or its customers, but is only licensed on a limited, non-exclusive basis for Buyer’s internal use only in the form delivered by Seller. Buyer shall not duplicate, distribute, modify, reverse-engineer, or otherwise derive any software code unless authorized in writing by Seller. Unless otherwise agreed in writing, Seller shall own and retain all rights, title and interest to any prototypes, schematics, designs, samples, tools or other documentation that may be prepared in connection with Seller’s Goods or Services.

Intellectual Property and Data. As part of any collaboration, intellectual property will be handled on a case-by-case basis. Intellectual Property will remain the property of the organisation which owns it, though licensing arrangements may be entered into as part of any project or programme Whilst retaining an open data policy enabling free access to all data generated as part of the requirements of any required funding conditions, there are instances where data products are generated, where significant added value may have been invested in developing the initial data, or where proprietary models are used or data belonging to other providers is incorporated into a product or service. In these, or related instances, license agreements will be developed with the aim of minimising the costs or complications arising.