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
(b) All original Work product developed by Supplier under this Order, including without limit, drawings, programs, tracings, specifications, calculations and maintenance publications (including copies) shall be considered a “work for hire” and shall be Savanna’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 Xxxxxxx’s use rights shall be governed solely by the 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.
9.2 In the event Smart Move is involved in a dispute with a third party in connection with Intellectual Property Rights relating to the Containers or the parts thereof, or Smart Move believes that there is a likelihood that such a dispute may occur, Smart Move shall immediately notify Linpac, and shall furnish all information in its possession or under its control relating to the dispute.
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.
7.2 Desa acknowledges that Xxxxxx has, where it considers it appropriate, sought or obtained registration for Xxxxxx'x intellectual property rights in connection with the Products and the Trade Marks, but does not warrant that all of its intellectual property in connection with the Products and the Trade Marks is registered or has been sought to be registered.
7.3 Desa undertakes to immediately notify Xxxxxx of any infringement of the intellectual property rights of Xxxxxx in connection with the Products or the Trade Marks, such as patent, trade name, trademark, designs or otherwise, in the Territory.
7.4 Xxxxxx shall in consultation with Desa if Xxxxxx considers it appropriate in its absolute discretion, to take such measures and action (and Desa acknowledges that Xxxxxx is not obliged to take such measures and action) against infringement or threatened infringement of intellectual property in connection with the Products or the Trade Marks. Desa must give reasonable assistance to Xxxxxx in relation to such action.
7.5 All intellectual property rights in connection with the Products and the Trade Marks are the exclusive and absolute property of Xxxxxx and Desa acknowledges that it will not acquire any interest in such rights under this Agreement.
Intellectual Property and Infringement. 11.1. The Service and its original content, features and func0onalityare and will remainthe exclu- sive property of PlaSorm. The Service is protected by copyright, trademark, and other laws of The Federal Republic of Nigeria. Our trademarks and trade dress may not be used in connec0on with any product or service without the prior wriBen consent of PlaSorm.
11.2. User shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise aBempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the extent applicable laws specifically prohibit such re- stric0on; (ii) modify, translate, or otherwise create deriva0ve works of any part of the Ser- vice; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.
11.3. If you choose to provide technical, business or other feedback to the PlaSorm concerning the Site or the Services (collec0vely, “Feedback”), the Company will be free to use, dis- close, reproduce, license, or otherwise distribute or exploit such Feedback in its sole discre0on without any obliga0ons or restric0ons of any kind, including intellectual property rights or licensing obliga0ons. You understand and agree that the incorpora- 0on by the Company of Feedback into any of its products or services does not grant you any proprietary rights therein.
11.4. If you believe that any materials on the PlaSorm infringe your Intellectual Property, you may request that such materials be removed. This request must bear a signature (or electronic equivalent) of the Intellectual Property right holder or an authorized rep- resenta0ve or aBorney, and must:
11.4.1. iden0fy the allegedly infringing materials;
11.4.2. indicate where on the PlaSorm the infringing materials are located;
11.4.3. provide your name and contact informa0on;
11.4.4. state that you have a good faith belief that the materials are infringing;
11.4.5. state that the informa0on in your claim is accurate; and
11.4.6. indicate (with documentary evidence thereof) that you are the lawful Intel- lectual Property owner or are authorized to act on the owner's behalf. If you believe that someone has wrongly filed a no0ce of Intellectual Property in- fringement against you, you may send us a counter-no0ce in accordance with equivalent requirements. Please note that under Nigerian law, it is a tor0ous offence to issue a false or misleading request or no0ce to take down allegedly in...
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.
25.2 Contractor shall use its best efforts to cause provisions substantially similar to Sub-Article 25.1 to be included with all of Contractor’s agreements with its Subcontractors and Vendors and cause such Subcontractors and Vendors to grant the licenses to Allegheny as described in Sub-Article 25.1.
25.3 For those drawings, specifications or docum...
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.
8.2 Each party shall promptly notify the other party of any suit, damage claim or demand based on any possible infringement of third party intellectual property arising from making, using or selling of the PRODUCTS.
8.3 In the event that either party becomes aware of a product made, used or sold in the TERRITORY which it believes to infringe a valid claim of issued CELLSEED PATENTS, each party shall promptly notify the other party, whereupon the parties shall consult with each other to determine which party, if any, should take action. Neither party may settle such claim or action without the consent of the other party. The parties shall also discuss how the expenses and any recoveries from such action should be treated. If one party does not agree to participate in such action, the other can take action at its own expense and shall be entitled to receive all recoveries.
8.4 CELLSEED shall be solely responsible for the prosecution and maintenance of the CELLSEED PATENTS relating to PRODUCTS (including, but not limited to, the PRODUCTS, manufacturing process and/or use thereof) in the TERRITORY during the term of this Agreement. CELLSEED shall grant, pursuant to the terms and conditions set forth in the relevant INDIVIDUAL AGREEMENT, a license or other appropriate rights as necessary for EMMAUS to commercially make, use or sell the PRODUCTS to such relevant CELLSEED PATENTS to EMMAUS in...
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.
7.2 LICENSEE agrees to pay all costs incident to the Patent Rights in the United States and elected foreign countries including, but not limited to, all costs incurred in filing continuations, divisionals or related applications, thereon and any re-examination or reissue proceedings thereof. LICENSEE shall select all counsel for the protection of the Patent Rights. Should LICENSEE elect for the Patent Rights to be prosecuted by patent attorneys or agents employed by LICENSOR than LICENSEE shall be billed by LICENSOR for such prosecution at reasonable market rates.
7.3 LICENSEE agrees to keep LICENSOR and its patent counsel fully informed of all prosecutions and other actions pursuant to this Section, including submitting to LICENSOR copies of all official actions and responses thereto.
7.4 In the event LICENSEE decides not to pay for the costs associated with either (i) the prosecution of any patent application that forms a part of the Patent Rights to issuance or (ii) maintenance of any United States or foreign issued patent on any Subject Technology, LICENSEE shall timely notify LICENSOR of such a decision, which notice shall constitute an irrevocable waiver of LICENSEE’s rights therein, if any, including, without limitation, Improvements thereto, and LICENSOR shall have the right to assume such costs. LICENSEE’s right to practice the Subject Technology under such patent shall immediately terminate upon the giving of such notice. If LICENSEE fails to notify LICENSOR t...
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.
9.2 In the event Smart Move is involved in a dispute with a third party in connection with Intellectual Property Rights relating to the Containers or the parts thereof, or Smart Move believes that there is a likelihood that such a dispute may occur, Smart Move shall immediately notify **Portions of this exhibit have been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions**, and shall furnish all information in its possession or under its control relating to the dispute.
Intellectual Property and Infringement. 12.01 Savient shall promptly inform Ferring of any information that comes to its attention involving actual or apparent infringements or misappropriations of patents, know-how or trademarks by any third party or any claims of intellectual infringement made by any third party regarding the manufacture, import, offer for sale, sale or use of the Product. In the event of such infringement by a third party, it shall be a matter for Ferring's sole discretion whether and what action to take in response to any such information but in the event that Ferring decides to initiate any action or proceeding against an alleged infringer Savient will provide all such reasonable support and assistance as Ferring may request all at Ferring's expense. In the event of any claim of intellectual infringement made by any third party regarding the manufacture, import, offer for sale, sale or use of the Product, Ferring shall indemnify and hold harmless Savient, its officers, directors, shareholders, employees, successors and assigns from any loss, damage or liability including reasonable attorneys' fees resulting from such claim and any related complaint, suit, proceeding or cause of action; provided that Ferring shall not have any obligation to indemnify or hold harmless Savient for any matter as to which Savient has an obligation to indemnify Ferring or any Affiliate of Ferring pursuant to the agreement under which Savient transferred ownership rights in the Product to an Affiliate of Ferring.
12.02 Any compensation awarded from third parties as a result of Ferring's enforcement of its rights shall, after deduction of Ferring's costs and expenses incurred in relation to obtaining such compensation, be retained by Ferring, save for any portions of any award that are reasonably attributable to lost sales, which portions shall be deemed to constitute Net Sales for the purpose of determining the parties' sharing of Net Sales pursuant to Clause 9.01.
