Intellectual Property and Data Protection. 18.1. The Company shall in no event make use of any Intellectual Property right of PSDF including trademark, copyright, logo, patent and design or any other material without prior written approval of PSDF. The Company shall in no event represent itself as owner or licensee or assignee of the said intellectual property rights. Nothing in this Agreement shall construe that the Company is either in whole or a joint owner of any intellectual property.
Intellectual Property and Data Protection a) Neither party shall acquire any right, title or interest in the other’s Intellectual Property Rights.
b) Clesse shall own and be fully entitled to use in any way it deems fit any Intellectual Property Rights, skills, techniques, materials, concepts or know-how acquired, developed or used in the course of performing its obligations under the Agreement.
c) The Customer agrees and acknowledges that Clesse may use a Customer’s personal information which a Customer provides: i) to fulfil its obligations under any Agreement; ii) to process payments under any Agreement; and
Intellectual Property and Data Protection. (a) Section 3.11(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true, correct and complete list of all Registered Company Intellectual Property, in each case, enumerating specifically the applicable filing or registration number, title, registrar, jurisdiction, date of filing/issuance, current applicant(s)/registered owners(s), as applicable. Except as has not been, and is not reasonably likely to be, material to the Company and its Subsidiaries taken as a whole, the Registered Company Intellectual Property is valid, subsisting and enforceable.
(b) Except as has not been, and is not reasonably likely to be, material to the Company and its Subsidiaries taken as a whole, the Company or any of its Subsidiaries owns all right, title and interest in and to each item of Company Owned IP Rights, free and clear of all Liens (except for Permitted Liens) and possesses a valid right to use all other Intellectual Property and all rights of publicity used in and material to the operation of the Company Business. This Section 3.11(b) shall not be construed as a representation that the Company and its Subsidiaries do not infringe, misappropriate or violate the Intellectual Property of any Person.
(c) Except as has not been, and is not reasonably likely to be, material to the Company and its Subsidiaries taken as a whole, since June 29, 2020, (i) none of the Company or any of its Subsidiaries has been a party to any Action or received any written notice from any Person (including any notification that a license under any Patent or other Intellectual Property is or may be required) (x) alleging that the Company Owned IP Rights or the conduct of the business of the Company and its Subsidiaries infringes, misappropriates or violates any Intellectual Property or all rights of publicity of any Person or (y) challenging the ownership by the Company or any of its Subsidiaries of, or the validity or enforceability of, the Company Owned IP Rights; and (ii) none of the Company or any of its Subsidiaries has instituted or threatened in writing to institute any Action against any Person alleging such Person is infringing, misappropriating or violating any Company Owned IP Rights.
(d) Except as has not been, and is not reasonably likely to be, material to the Company and its Subsidiaries taken as a whole, the operation of the business of the Company and its Subsidiaries as currently conducted does not infringe, misappropriate or violate any Intelle...
Intellectual Property and Data Protection. 7.1. All Intellectual Property Rights in the source code for the Software, the Software, any related software and any modification thereto made by or on behalf of Jobtrain Limited belong and shall belong to Jobtrain Limited.
7.2. Jobtrain Limited hereby grants to the Client during the term of this Agreement a non- exclusive licence to use the Software and the Intellectual Property Rights therein for the Client’s (or its associated entities’) own use. Jobtrain Limited shall be liable for and shall indemnify the Client and its associated entities in full from and against any and all costs, losses, expenses and liabilities incurred by it as a result of any third party claim that the use of the Software (or the Intellectual Property Rights therein) infringes any third party’s rights.
7.3. Both Parties will comply with all applicable requirements of the Data Protection Legislation. This clause 7 is in addition to, and does not relieve, remove or replace, a Party's obligations under the Data Protection Legislation. The Parties acknowledge that for the purposes of the Data Protection Legislation, The Client is the Data Controller and Jobtrain Limited is the Data Processor. Schedule 2 sets out the intended scope, nature and purpose of Processing by Jobtrain Limited, the duration of the Processing and the types of Personal Data and categories of Data Subject.
Intellectual Property and Data Protection. (a) Section 3.15(a)(1) of the Company Disclosure Letter sets forth a true and accurate list as of the date of this Agreement of all Registered IP. Either the Company or its applicable Subsidiary has made all required filings and registrations (and corresponding payments of fees therefor) to Governmental Authorities in connection with issuances, registrations and applications for the Registered IP in all material respects. Each item of Registered IP is subsisting and, to the Knowledge of the Company and other than any Registered IP in the application process, valid and enforceable. The Company and its Subsidiaries have good and valid title to and exclusively own all right, title and interest in and to each item of Registered IP and other material Owned IP, free and clear of any Encumbrances other than Permitted Encumbrances. No interference, opposition, cancellation, reissue, reexamination or other Action (other than ex parte ordinary course prosecution of Intellectual Property before a patent, trademark or copyright office) or written claim is, or in the three (3) years prior to the date hereof has been, pending or, to the Knowledge of the Company, threatened in writing in which the ownership, use, scope, validity or enforceability of any Owned IP is being, or in the three (3) years prior to the date hereof has been, challenged. Except as licensed to the Company and its Subsidiaries under the Material Contracts set forth in Section 3.15(a)(2) of the Company Disclosure Letter, no Related Entities own (i) any Company IP or Business Data material to the Business, or (ii) any other Intellectual Property material to the Business or Contemplated Business. Except as licensed to the Company and its Subsidiaries under the Material Contracts set forth in Section 3.15(a)(2) of the Company Disclosure Letter, no Related Entities own any right, title or interest in or to any Intellectual Property or Data primarily related to, used or held for use in, or developed for, and in each case material to, the Business or Contemplated Business.
(b) The Company and its Subsidiaries own, or have valid and enforceable rights to use, all Intellectual Property and Business Data (i) used or held for use in, or necessary for, the conduct of the Business (including the offering, marketing, sale, distribution, importation and exportation of Company Products), as currently conducted (including Company IP and Business Data) or (ii) to the Knowledge of the Company, used or held for use in, ...
Intellectual Property and Data Protection. (a) Section 3.12(a) of the Disclosure Schedule sets forth a true, correct and complete list of all Registered Hakkasan Intellectual Property, in each case, enumerating specifically the applicable filing or registration number, title, registrar, jurisdiction, date of filing/issuance, current applicant(s)/registered owners(s), as applicable. To the Knowledge of Hakkasan Parent, the Registered Hakkasan Intellectual Property is valid, subsisting and enforceable.
(b) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Hakkasan Contributed Entities, taken as a whole, each Hakkasan Contributed Entity owns all right, title and interest in and to each item of Hakkasan Owned IP Rights, free and clear of all Encumbrances (except for Permitted Encumbrances) and possesses a valid right to use all other Intellectual Property used in and material to the operation of the business of the Hakkasan Contributed Entities. This Section 3.12(b) shall not be construed as a representation that the Hakkasan Contributed Entities do not infringe, misappropriate or violate the Intellectual Property of any Person.
(c) Except for allegations of infringement, misappropriation or violation that would not, individually or in the aggregate, reasonably be expected to be material to the Hakkasan Contributed Entities, taken as a whole, since October 1, 2018, (i) none of the Hakkasan Contributed Entities has been a party to any Action or received any written notice from any Person (including any notification that a license under any patent or other Intellectual Property is or may be required) (x) alleging that the Hakkasan Owned IP Rights or the conduct of the business of the Hakkasan Contributed Entities infringes, misappropriates or violates any Intellectual Property of any Person or (y) challenging the ownership by the Hakkasan Contributed Entities of, or the validity or enforceability of, the Hakkasan Owned IP Rights; and (ii) none of the Hakkasan Contributed Entities has instituted or threatened in writing to institute any Action against any Person alleging such Person is infringing, misappropriating or violating any Hakkasan Owned IP Rights.
(d) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Hakkasan Contributed Entities, taken as a whole, the operation of the business of the Hakkasan Contributed Entities as currently conducted does not infringe, misappropriate or violate any Intellectual ...
Intellectual Property and Data Protection. (a) Section 3.15(a) of the Seller Disclosure Schedule contains a list of all registrations and applications for registration of patents, trademarks, service marks and material domain names included in the Business Intellectual Property (the “Business Registered Intellectual Property”) as of the date hereof. Except as would not reasonably be expected, individually or in the aggregate, to have a Business Material Adverse Effect, all such Business Registered Intellectual Property are subsisting and, to the Knowledge of Seller, are valid and enforceable.
(b) Except as would not reasonably be expected, individually or in the aggregate, to have a Business Material Adverse Effect, Seller or one of its Subsidiaries is the owner of or the holder of a valid license to or other right to use all material Business Intellectual Property, (it being understood that the foregoing does not constitute a representation or warranty with respect to infringement, misappropriation or other violation of Intellectual Property). Excluding ordinary course and routine office actions and other similar proceedings that may be pending before the United States Patent and Trademark Office or its foreign equivalents, no proceedings are pending or, to the Knowledge of Seller, threatened since January 1, 2019 which challenge the validity or enforceability of any rights in respect of any of the Business Intellectual Property, or which allege that the conduct of the Business infringes, misappropriates or otherwise violates the Intellectual Property of any third party in any material respect. The conduct of the Business does not infringe, misappropriate or otherwise violate, and since January 1, 2017, has not infringed, misappropriated, or otherwise violated, any Intellectual Property of any third party. To the Knowledge of Seller, no third party is infringing, misappropriating or violating any Business Intellectual Property, and none of the Business Intellectual Property is subject to any outstanding judgment, decree, order, writ, award, injunction or determination of an arbitrator or court or other Governmental Entity affecting the rights of the Transferred Subsidiaries.
(c) Except as would not reasonably be expected, individually or in the aggregate, to have a Business Material Adverse Effect, (i) the Transferred Subsidiaries are, and have been since January 1, 2019, in material compliance with and have not since January 1, 2019 materially breached, violated or defaulted under, or received no...
Intellectual Property and Data Protection. 18.1. All Services provided by the Company for the purposes of this Agreement shall be considered to be commissioned works provided during the course of this Agreement for PSDF and shall be the intellectual property of PSDF solely and nothing in this Agreement shall construe that the Company is either in whole or a joint owner of any of the materials produced.
18.2. The Company may use the intellectual property of PSDF only for the purpose of this Agreement, subject to the express, written consent of PSDF. However, it may not sub-license the intellectual property to any other entity or persons nor shall the Company share the works with any third party during or after the term of this Agreement.
18.3. The Company shall in no event make use of any Intellectual Property right of PSDF including trademark, copyright, logo, patent and design or any other material without prior written approval of PSDF. The Company shall in no event represent itself as owner or licensee or assignee of the said intellectual property rights.
18.4. Any and all data, intellectual property provided by PSDF to the Company shall at all times remain the property of PSDF. The Company shall not disclose any part of the data to any third party, unless as permitted under this Agreement and the Company shall ensure that it complies with all applicable data protection laws while dealing with the data. All data and Confidential Information provided by PSDF to the Company under this Agreement shall be immediately returned or destroyed upon the termination of this Agreement, or as instructed by PSDF. PSDF shall have the right to immediately terminate this Agreement and claim any damages in the case of any default of this Clause 18 by the Company.
Intellectual Property and Data Protection. 4.1 Planon expressly reserves all rights in its Cloud Services. It is acknowledged that all right, title and interest and all intellectual property rights inherent therein and/or related thereto are and will remain with Planon (or third party supplier(s) or licensor(s), if applicable) and that the Cloud Services are provided to Customer on a “Software as a Service” basis only and not sold, assigned or transferred to Customer. Planon does not grant to Customer any rights in and to the Server used by Planon in the performance of the Cloud Services other than expressly set forth herein.
4.2 Customer grants Planon and its affiliates during the Subscription Period a licence to host, copy, transmit and display Customer Data as necessary for Planon to provide the Cloud Services in accordance with this Agreement. Subject to the limited licences granted herein, Xxxxxx acquires no right, title or interest from Customer under this Agreement in or to any Customer Data. Customer grants Planon and its Affiliates a perpetual, irrevocable, royalty-free licence to use and incorporate into the Cloud Services any suggestion, enhancement request, recommendation, correction or other feedback.
4.3 Customer owns all the data submitted by or for Customer to the Cloud Services and all results from processing such data, including derivative works thereof (“Customer Data”) and is solely responsible for the quality, integrity, legality, reliability, appropriateness and copyright thereof. Customer is responsible that Customer Data is in a proper format, as specified by the Documentation. Customer represents and warrants that it owns or has all rights to use Customer Data with the Cloud Services, and to authorize Planon to process Customer Data as contemplated herein, and that such use will not infringe or misappropriate any third party rights or laws. Planon applies industry practices in relation to the processing of Customer Data in conjunction with the Cloud Services. Planon assumes no responsibility, and shall have no liability, for the deletion, correction, destruction, loss, infringement or failure of any Customer Data as a result of Customer’s actions. Planon and its licensors take technical measures to protect the Cloud Services and may access Customer’s account and Customer Data from time to time as Planon reasonably deems necessary or appropriate for purposes of performing under this Agreement, including, without limitation, providing support and maintenance, performing accou...
Intellectual Property and Data Protection. All right and title to, and interest in, the Service(s), and any software including all modifications, enhancements, improvements, alterations or updates, utilized by Syniverse or licensed to Customer by Syniverse to provide the Services pursuant to this Agreement, belong to Syniverse or the third party from whom Syniverse procures software. Unless specifically stated in this Agreement or related Service Attachment(s), no licenses, expressed or implied, under any patents, copyrights, trademarks, or other tangible or intellectual property rights are granted by Syniverse to Customer under this Agreement.
