Intellectual Property and Infringement. (a) Supplier represents and warrants to Savanna that the Work and all materials, tools, equipment, supplies and processes used or created by Supplier in the performance of the Purchase Order do not infringe any patent, license, trademark, copyright, trade secret or intellectual property rights of similar nature which have been issued or are pending. SUPPLIER SHALL BE LIABLE TO AND SHALL DEFEND, INDEMNIFY, RELEASE AND HOLD HARMLESS THE SAVANNA GROUP FROM AND AGAINST ALL CLAIMS ARISING OUT OF ANY ALLEGED INFRINGEMENTS OF ANY INTELLECTUAL PROPERTY RIGHTS OR TRADE SECRET MISAPPROPRIATION IN CONNECTION WITH THE WORK. If Savanna or Operator is prevented from using the Work because of any claim regarding Supplier’s infringement, Supplier shall at its sole cost and expense promptly obtain consent for Savanna/Operator to use the Work or replace or modify the infringing Work with substantially equal but not-infringing Work. (b) All original Work product developed by Supplier under the Purchase Order, including without limit, drawings, programs, tracings, specifications, calculations and maintenance publications (including copies) shall be considered a “work for hire” and shall be Xxxxxxx’s property, and all rights in such Work product are hereby assigned to Savanna or its designee, and may be used or transferred by Savanna in any manner it deems appropriate. Work product shall be turned over to Savanna upon request or upon completion or any termination of the Services. (c) With respect to any pre-existing intellectual property rights of Supplier in the Work, and any embedded or included software or firmware, whether created by Supplier or a third party, Supplier grants to Savanna and its affiliates (and its and their agents, joint venturers and any Operator) a fully sub-licensable worldwide, irrevocable, perpetual, and royalty-free licence to use, copy, modify, reproduce and create derivative works for the purpose of the use, construction, maintenance, repair, operation or replacement of the Work. If access to or use of software or firmware incorporated in the Work requires Savanna to “accept” terms and conditions through use of “click-wrap”, or similar means, Savanna may “accept” in order to access or use same, however such terms and conditions will be of no force or effect and Savanna’s use rights shall be governed solely by the Purchase Order.
Intellectual Property and Infringement. 9.1 Smart Move is deemed to be the owner of any Intellectual Property Right with respect to the design of the Mold and the Containers. Linpac shall have the right, upon the consent of Smart Move, to grant sublicenses to other parties in connection with the manufacture of the Containers.
Intellectual Property and Infringement. (a) Supplier represents and warrants to Savanna that the Work and all materials, tools, equipment, supplies and processes used or created by Supplier in the performance of the Order do not infringe any patent, license, trademark, copyright, trade secret or intellectual property rights of similar nature which have been issued or are pending. SUPPLIER SHALL BE LIABLE TO AND SHALL DEFEND, INDEMNIFY, RELEASE AND HOLD HARMLESS THE SAVANNA GROUP FROM AND AGAINST ALL CLAIMS ARISING OUT OF ANY ALLEGED INFRINGEMENTS OF ANY INTELLECTUAL PROPERTY
Intellectual Property and Infringement. A. Any design and development of Product or processes relating to Product which AMP provides to Seller or for which AMP pays Seller to perform will be the property of AMP.
Intellectual Property and Infringement. 7.1 During the term of this Agreement, LICENSEE shall control the development, filing, prosecution, and maintenance of all patents for the Subject Technology (“the Patent Rights”); provided, however, that (i) all filings shall be made in the name and for the benefit of WVU, (ii) LICENSEE shall provide LICENSOR with a reasonable opportunity to review and provide input with respect to any patent applications, continuations, divisional or related applications with respect to Subject Technology prior to the filing thereof; (iii) LICENSEE shall not make any substantive decision with respect to the Patent Rights without first obtaining the consent of LICENSOR, which will not by unreasonably withheld; and (iv) LICENSOR shall not abandon any patent application at any stage in the prosecution process or allow a provisional patent application to lapse without filing an application claiming priority without informing LICENSOR within a reasonable timeframe to allow LICENSOR to maintain the application.
Intellectual Property and Infringement. 12.1 Ownership of CVT Know-How and CVT Patent Rights. As between CVT and MIOL, CVT shall retain ownership of the CVT Know-How and CVT Patent Rights, including, without limitation, any and all CVT Know-How and CVT Patent Rights developed or invented solely by CVT during the Term of this Agreement. The Parties shall own jointly any Joint Know-How and any Joint Patent Rights. Designation of inventorship shall be determined in accordance with United States laws of inventorship and competent written evidence of the Parties.
Intellectual Property and Infringement. 7.1 Desa acknowledges that while to the best of Xxxxxx'x knowledge the Products and the Trade Marks will not infringe the rights of any third party, Xxxxxx does not warrant or guarantee to Desa that the Products or the Trade Marks will not infringe the rights of any third party, Xxxxxx does not warrant or guarantee to Desa that the Products or the Trade Marks will not infringe the rights of any third party.
Intellectual Property and Infringement. 9.1 Smart Move is deemed to be the owner of any Intellectual Property Right with respect to the design of the Mold and the Containers. **Portions of this exhibit have been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions** shall have the right, upon the consent of Smart Move, to grant sublicenses to other parties in connection with the manufacture of the Containers.
Intellectual Property and Infringement. 8.1 CELLSEED shall defend and hold harmless EMMAUS against any suit, damage claim or demand based on actual or alleged infringements of any intellectual property of a third party resulting from the exercise or use of any right or license granted herein or under an INDIVIDUAL AGREEMENT which arises from the use, or sale, or the manufacture of the PRODUCTS within the TERRITORY. The cost of such defense shall be borne by CELLSEED. CELLSEED may not settle any such third party claim without the consent of EMMAUS, which shall not be unreasonably withheld. Any suit, damage claim or demand based on actual or alleged infringements in the TERRITORY of any intellectual property of a third party resulting from changes to the PRODUCTS or the process by which they are made in the course of the joint development efforts by the parties shall be defended by the parties jointly. The parties shall negotiate to determine which party shall lead the defense and how the costs of defense should be allocated. Neither party may settle any such third party claim without the consent of the other party.
Intellectual Property and Infringement. 25.1 Contractor will prepare drawings, specifications and documents in connection with the Work furnished by Contractor under this Agreement. All such drawings and documents, regardless of the form in which they may have been created or thereafter exist, and all intellectual property rights pertaining thereto including but not limited to copyright, shall remain the sole and exclusive property of the Contractor. Contractor agrees to provide drawings, specifications and documents to Allegheny to permit Allegheny to construct, operate, maintain, and use the Work furnished by Contractor under this Agreement. Contractor grants to Allegheny a paid up, royalty free, nonexclusive license to reproduce those drawings, specifications or documents provided by Contractor to Allegheny for the Work furnished by Contractor under this Agreement for the limited purposes of constructing, operating, maintaining, and using the Work furnished by Contractor under this Agreement, provided that Allegheny complies with all obligations, including payment of all undisputed sums due under this Agreement and, subject to the obligations of confidentiality set forth in this Agreement, Contractor also grants to Allegheny a paid up, royalty free, nonexclusive license to create and use photographs, drawings, sketches, artistic representations and other similar representations of the Work, with the understanding that ownership of such derivative works shall remain with Contractor, for the same limited purposes set forth above. Contractor further grants Allegheny a paid-up, royalty free, nonexclusive license for all patents necessary to construct, operate, maintain and use the Work furnished by Contractor under this Agreement for the remaining terms of all such patents. Contractor and Allegheny agree that the references in this Sub-Article 25.1 to drawings, specifications and documents provided to Allegheny shall apply equally to drawings, specifications and documents that have been completed and provided to Allegheny and to drawings, specifications and documents that are works-in-progress prior to their delivery to Allegheny under this Agreement.
