Intellectual Property and Data Security Sample Clauses

Intellectual Property and Data Security. (a) Section 5.13(a) of the Disclosure Schedules contains a complete and correct list of: (i) all trademarks (whether or not registered) and all domain names owned by SCAN Group and the SCAN Companies; and (ii) all other registered Intellectual Property owned by SCAN Group and the SCAN Companies. SCAN Group and the SCAN Companies own, free and clear of all liens or encumbrances, or have a valid right to use all Intellectual Property used in the SCAN Business as currently conducted or as currently proposed to be conducted. Each item of Intellectual Property owned or used by SCAN Group and the SCAN Companies immediately prior to the Closing Date will be available for use by SCAN Group and the SCAN Companies on identical terms and conditions immediately subsequent to the Closing Date. Except as set forth on Section 5.13(a) of the Disclosure Schedules, to the Knowledge of SCAN Group (i) no other Person (other than licensors, where applicable) has any rights to any of the Intellectual Property owned or used by SCAN Group or the SCAN Companies in the SCAN Business, and (ii) no other Person is infringing, violating or misappropriating any of the Intellectual Property that SCAN Group or the SCAN Companies own or have a valid right to use. (b) To the Knowledge of SCAN Group, none of the activities conducted by SCAN Group, the SCAN Companies or the SCAN Business, or proposed to be conducted by SCAN Group, the SCAN Companies or the SCAN Business, infringes, violates or constitutes a misappropriation of (or in the past infringed, violated or constituted a misappropriation of), any Intellectual Property of any other Person. To the Knowledge of SCAN Group, neither SCAN Group nor any SCAN Company has received any Claim alleging any such infringement, violation or misappropriation, and to the Knowledge of SCAN Group, there is no basis for any such Claim. (c) All IT Systems are in good working condition and are sufficient for the operation of the SCAN Business as currently conducted and are consistent with the standards prevalent in SCAN Group’s industry. In the past six (6) years, there has been no malfunction, failure, continued substandard performance, denial-of-service, or other cyber incident, including any cyberattack, or other impairment of the IT Systems that has resulted or is reasonably likely to result in disruption or damage to the SCAN Business and that has not been remedied. SCAN Group has taken all commercially reasonable steps to safeguard the confidentialit...
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Intellectual Property and Data Security. (a) Section 6.13(a) of the Disclosure Schedules contains a complete and correct list of: (i) all trademarks (whether or not registered) and all domain names owned by CareOregon and the CareOregon Companies; and (ii) all other registered Intellectual Property owned by CareOregon and the CareOregon Companies. CareOregon and the CareOregon Companies own, free and clear of all liens or encumbrances, or have a valid right to use all Intellectual Property used in the CareOregon Business as currently conducted or as currently proposed to be conducted. Each item of Intellectual Property owned or used by CareOregon and the CareOregon Companies immediately prior to the Closing Date will be available for use by CareOregon and the CareOregon Companies on identical terms and conditions immediately subsequent to the Closing Date. Except as set forth on Section 6.13(a) of the Disclosure Schedules, to the Knowledge of CareOregon (i) no other Person (other than licensors, where applicable) has any rights to any of the Intellectual Property owned or used by CareOregon or the CareOregon Companies in the CareOregon Business, and (ii) no other Person is infringing, violating or misappropriating any of the Intellectual Property that CareOregon or the CareOregon Companies own or have a valid right to use. (b) To the Knowledge of CareOregon, none of the activities conducted by CareOregon, the CareOregon Companies or the CareOregon Business, or proposed to be conducted by CareOregon, the CareOregon Companies or the CareOregon Business, infringes, violates or constitutes a misappropriation of (or in the past infringed, violated or constituted a misappropriation of), any Intellectual Property of any other Person. To the Knowledge of CareOregon, neither CareOregon nor any CareOregon Company has received any Claim alleging any such infringement, violation or misappropriation, and to the Knowledge of CareOregon, there is no basis for any such Claim (c) All IT Systems are in good working condition and are sufficient for the operation of the CareOregon Business as currently conducted and are consistent with the standards prevalent in SCAN Group’s industry. In the past six (6) years, there has been no malfunction, failure, continued substandard performance, denial-of-service, or other cyber incident, including any cyberattack, or other impairment of the IT Systems that has resulted or is reasonably likely to result in disruption or damage to the CareOregon Business and that has not been r...
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Intellectual Property and Data Security. (a) Schedule 5.20(a) to the disclosure schedules of the Company lists all Owned Intellectual Property for which applications have been filed or registrations have been obtained, or which has otherwise been issued, in each case, whether in the United States or internationally (“Registered Intellectual Property”) and (ii) each material unregistered Trademark. Each item of Registered Intellectual Property is subsisting and, to the knowledge of the Company, all issuances and registrations included therein are valid and enforceable. All necessary registration, maintenance, renewal, and other relevant fees due through the Closing Date have been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant authorities (including domain name registrars) in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining the Registered Intellectual Property in full force and effect. The Company or one of its Subsidiaries (i) solely and exclusively owns all Owned Intellectual Property and (ii) has (and will continue to have following the Closing) the right to use pursuant to a valid written license, sublicense, agreement or permission, all other material Intellectual Property used in the operation of the business of the Company and its Subsidiaries, as currently conducted (“Licensed Intellectual Property”). The Company Intellectual Property (in the case of Licensed Intellectual Property, when used within the scope of the applicable license), constitutes all of the Intellectual Property necessary and sufficient to enable the Company and its Subsidiaries to conduct the business as currently conducted. None of the material Owned Intellectual Property or, to the knowledge of the Company, any other material Intellectual Property exclusively licensed to the Company or any of its Subsidiaries, is subject to any pending or outstanding injunction, directive, order, judgment or other disposition of a dispute that adversely restricts the use, transfer, registration, or licensing of, or adversely affects the validity or enforceability of any such Intellectual Property. (b) Except as would not reasonably be expected to have a Material Adverse Effect, the conduct and operation of the business of the Company and its Subsidiaries are not infringing upon, misappropriating or otherwise violating any Intellectual Property rights of any Person, and have not infringed upon, misappropriated or othe...
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Intellectual Property and Data Security. (a) Except as would not have a Company Material Adverse Effect: (i) the operation of the Target Business as currently conducted and the Target Company’s products and services do not infringe or misappropriate the Intellectual Property of any third party, and no Person has asserted in a writing received by Parent that the Target Company has infringed or misappropriated the Intellectual Property of any third party; (ii) the IT Assets of the Target Company operate and perform without material defect or deficiency and as required by the Target Company in connection with the conduct of the Target Business as now conducted and have not materially malfunctioned or failed within the past eighteen (18) months; (iii) Section 3.13(a)(iii) of Parent’s Disclosure Letter sets forth all Intellectual Property that is registered with any Government Authority and owned by the Target Company; (iv) Neither Parent nor the Target Company has embedded any Software that is subject to an Open Source License in any Software owned by Parent or the Target Company and distributed in connection with the Target Business; (v) to Parent’s Knowledge, since January 1, 2014 there has been no Data Compromise; (vi) immediately following the Closing, the Target Company will have the right to use, together with the rights and services provided pursuant to the Transaction Documents, all Intellectual Property and IT Assets necessary to conduct the Target Business in all material respects as it is conducted immediately prior to the Closing; (vii) the Target Company’s collection, storage, transfer (including any transfer across national borders) and/or use of any Personal Information is in compliance with the Target Company’s privacy policies and the requirements of any applicable valid and enforceable Contract to which the Target Company is a party; (viii) the Target Company has implemented commercially reasonable physical, technical, organizational and administrative security measures and policies to protect any Personal Information collected by it from and against unauthorized access, use and/or disclosure; and (ix) the assignment, transfer and conveyance of Personal Information in the Target Company’s possession or under the Target Company’s control to Purchaser in connection with the transactions contemplated by this Agreement is not prohibited by any applicable Laws, and the Target Company has the right to transfer such Personal Information to Purchaser in connection with the consummation of t...
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Intellectual Property and Data Security. (a) Part 3.8(a)(i) of the Company Disclosure Schedule lists all of the material Patent Rights, Trademark Rights (including Internet domain name registrations) and Registered Copyrights owned solely by or registered solely to any Acquired Corporation as of the date hereof, setting forth in each case, as applicable, the jurisdictions in which such IP Rights have been issued or filed, along with the respective application, registration or filing number, date and owner. Part 3.8(a)(ii) of the Company Disclosure Schedule lists, as of the date hereof, all of the material Patent Rights, Trademark Rights (including Internet domain name registrations) and Registered Copyrights in which any Acquired Corporation has any co-ownership interest, other than those owned solely by an Acquired Corporation, setting forth in each case, as applicable, the jurisdictions in which such IP Rights have been issued or filed, along with the respective application, registration or filing number, date and owner. Part 3.8(a)(iii) of the Company Disclosure Schedule lists all of the material third party Patent Rights, Trademark Rights (including Internet domain name registrations) and Registered Copyrights in which an Acquired Corporation has any exclusive right, title or interest, other than those owned solely or co-owned by an Acquired Corporation and identified or required to be identified in Part 3.8(a)(i) or Part 3.8(a)(ii) of the Company Disclosure Schedule. (b) Except as set forth on Part 3.8(b) of the Company Disclosure Schedule, (i) the Acquired Corporations exclusively own or co-own the Company Owned IP Rights, and (ii) otherwise possess legally enforceable license in and to all Company Licensed IP Rights, and (iii) with respect to all Company Owned IP Rights, such ownership is free and clear of all material Encumbrances. The Company Owned IP Rights are subsisting and, to the Company’s knowledge, the Company Owned IP Rights and the Company Licensed IP Rights, are valid, enforceable and subsisting and have not been found to be invalid or unenforceable by any Governmental Body. No third party is challenging the right, title or interest of an Acquired Corporation in, to or under the Company Owned IP Rights, or the validity, enforceability or claim construction of any Company Owned IP Rights, and there is no opposition, cancellation, Legal Proceeding, objection or claim pending or, or to the knowledge of the Company, threatened with regard to any Company Owned IP Rights. The Company...
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Intellectual Property and Data Security 
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Related to Intellectual Property and Data Security

  • INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS A. Data produced under this Annex which is subject to paragraph C. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement will be protected for the period of one year. B. Under paragraph H. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement, Disclosing Party provides the following Data to Receiving Party. The lists below may not be comprehensive, are subject to change, and do not supersede any restrictive notice on the Data provided.

  • Intellectual Property; Software Other than as set forth on Schedule 5.12: (a) There are no Copyrights, Patent Rights and Trademarks (including any assumed or fictitious names used by the Company within the previous two (2) years) owned by or licensed to the Company. (b) There is no Software owned by or licensed to the Company except for mass market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (c) The Company is not a party to Contracts which relate to: (i) any Copyrights, Patent Rights or Trademarks; (ii) any Trade Secrets owned by or licensed to the Company; and (iii) any Software, other than market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (d) The Company owns the entire right, title and interest in and to, or has the valid and enforceable right to use, the Intellectual Property and Software used in the Business as currently conducted, and to the Knowledge of Seller there is no other Intellectual Property necessary for the Company to conduct the Business as currently conducted. (i) No infringement, misappropriation or violation of any Intellectual Property, or any rights of publicity or privacy relating to the use of names, likenesses, voices, signatures or biographical information, of any other Person has occurred or results in any way from the operation of the Business or the use, sale or distribution of any Intellectual Property owned by or licensed exclusively to the Company; (ii) no claim of any infringement, misappropriation, violation or dilution of any Intellectual Property or any such rights of any other Person has been made or asserted in respect of the operation of the Business; (iii) no claim of invalidity of any Intellectual Property owned by the Company has been made by any other Person; (iv) no Proceedings are pending or, to the Knowledge of Seller, threatened that challenge the validity, ownership or use of any Intellectual Property owned by the Company; (v) the Company has not had notice of, and, to the Knowledge of Seller, there is no basis for, a claim against the Company that the operations, activities, products, Software, equipment or processes of the Business infringe, misappropriate, violate or dilute any Intellectual Property or any such rights of any other Person; and (vi) to the Knowledge of Seller, no Person infringes, misappropriates or violates any Intellectual Property owned or exclusively licensed by or to Seller, in each case except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property Warranty CONTRACTOR represents and warrants that its performance of all obligations under this Contract does not infringe in any way, directly or contributorily, upon any third party’s intellectual property rights, including, without limitation, patent, copyright, trademark, trade secret, right of publicity and proprietary information.

  • 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.

  • Assignment of Intellectual Property Rights (a) Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof. (b) The assignment requirement in Section 15(a) shall not apply to an invention that Executive developed entirely on Executive’s own time without using Nucor’s equipment, supplies, facilities or Secret Information or Confidential Information except for those inventions that (i) relate to Nucor’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by Executive for Nucor. (c) Executive will, within 3 business days following Nucor’s request, execute a specific assignment of title to any Developments to Nucor Corporation or its designee, and do anything else reasonably necessary to enable Nucor Corporation or its designee to secure a patent, copyright, or other form of protection for any Developments in the United States and in any other applicable country. (d) Nothing in this Section 15 is intended to waive, or shall be construed as waiving, any assignment of any Developments to Nucor implied by law.

  • Intellectual Property Security Agreements Duly executed originals of Trademark Security Agreements, Copyright Security Agreements and Patent Security Agreements, each dated the Closing Date and signed by each Credit Party which owns Trademarks, Copyrights and/or Patents, as applicable, all in form and substance reasonably satisfactory to Agent, together with all instruments, documents and agreements executed pursuant thereto.

  • INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY 42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights. 42.2 The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party. 42.3 With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that: 42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect; 42.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies; 42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the: 42.4.1 availability, provision or use of the Services (or any parts thereof); and 42.4.2 performance of the Supplier's responsibilities and obligations hereunder. 42.5 The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder. 42.6 If a claim or demand is made or action brought to which Clauses 42.3 and/or 42.4 may apply, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to Approval) at its own expense and within a reasonable time either: 42.6.1 modify any or all of the affected Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Off Contract; or 42.6.2 procure a licence to use the Services on terms that are reasonably acceptable to the Authority and in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and 42.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term and for no other purpose.

  • INTELLECTUAL PROPERTY RIGHTS INDEMNITY (a) Customer shall promptly notify Signify of any third party claim alleging that any of the Products and/or Services supplied to Customer by Signify infringes any third party IPR. Upon such notice, Signify may at its own option and at its own expense either: (i) procure for Customer the right to continue using such Product and/or Services; or (ii) provide a replacement non-infringing product for such Product of equivalent functionality; or (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Services. (b) In the event that a claim referred to under section 11(a) results in any legal proceedings, Customer shall give Signify full authority, at the option and cost of Signify, to settle or conduct the defence of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify without the prior consent of Signify. (c) Subject to the provisions of sections 11 and 12, Signify will reimburse Customer in respect of any final award of damages by a court of competent jurisdiction holding that Products and/or Services as supplied by Signify under an Agreement directly infringe any third party IPR, provided that the infringement is held to be directly and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify under the Agreement. (d) Notwithstanding anything to the contrary provided in the Agreement, Signify will not be liable for, and the obligations of Signify set out in this section 11 will not apply to: (i) any claim of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or any claim based on or resulting from any modification or adaptation of a Product, deliverables and/or Service made by or on behalf of Customer; or (iii) any third party IPR covering any assembly, circuit, combination, method or process, in the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim of infringement resulting from compliance with an industry standard applying to the Products or Services. (e) With regard to any claim of infringement covered by section 11 (d), Customer shall fully indemnify Signify against any award of damages for any such infringement and shall reimburse all costs incurred by Signify in defending any suit or proceeding for such infringement, provided that Signify gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority to conduct the defence thereof. (f) In the event that Signify receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, Signify may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and Signify will not be liable to Customer by virtue of such termination, suspension or discontinuation. (g) Subject to the exclusions and limitations set forth in section 12, the foregoing states the entire liability of Signify for infringement of third party IPR in connection with the supply of Products and/or Services.

  • Patents and Intellectual Property Rights Recipients are subject to the Xxxx-Xxxx Act, 35 U.S.C. § 200 et seq, unless otherwise provided by law. Recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from federal financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14.

  • Specially Created Intellectual Property Rights 27.1. All Intellectual Property Rights in Deliverables and and any reports, guidance, specification, instructions, toolkits, plans, data, drawings, databases, patents, patterns, models, designs or other material prepared by or for the Contractor on behalf of the Authority for use, or intended use, in relation to the performance by the Contractor of its obligations under the Framework Agreement belong to the Authority. 27.2. The Contractor assigns to the Authority, with full title guarantee, all Intellectual Property Rights which may subsist in the materials referred to in clause 27.1. This assignation takes effect on the Commencement Date or as an assignation of future rights that will take effect immediately on the coming into existence of the Intellectual Property Rights produced by the Contractor. The Contractor must execute all documentation necessary to effect this assignation.

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