Common use of Intellectual Property and Intellectual Property Infringement Clause in Contracts

Intellectual Property and Intellectual Property Infringement. (a) Title to all working papers, materials, reports, work-in-progress, discovery, invention, process, program, software, system, method or device created, developed or performed, by the Service Provider during the course of providing the Services, the Deliverables and any other direct or indirect results of the Services (individually or collectively, the “Work Product”) shall be exclusively owned by AHS, effective at the time each is created. The Service Provider quitclaims and irrevocably assigns to AHS all right, title and interest in and to the Work Product and waives any moral rights thereto, and to the extent that it may be deemed that any quitclaim, assignment or grant of right under this Agreement cannot be made until after the relevant Work Product is in existence, the Service Provider shall execute and deliver to AHS an irrevocable quitclaim and assignment of the Service Provider’s right, title and interest in, and waiver of moral rights to, such Work Product, in such form as may be requested by AHS. (b) The Service Provider agrees to cooperate fully with AHS and to ensure the Staff cooperates fully with AHS, both during the Term and after the termination of this Agreement, with respect to signing further documents and doing such acts and things reasonably required by AHS to confirm the transfer of ownership of the Work Product and the waiver of moral rights therein. The Service Provider shall not receive any consideration or royalties in respect of such transfer of ownership, beyond the Service Fees, provided that, subject to other terms of this Agreement, the expense of obtaining or enforcing Intellectual Property Rights in and to the Work Product shall be borne by AHS. (c) The assignment of the rights to the Work Product set out in Sections 6.3(a) and 6.3(b) do not apply to the Service Provider’s pre-existing Intellectual Property. The Service Provider hereby grants to AHS and to AHS’s Affiliates an irrevocable, perpetual, and royalty free license to use, distribute, transmit, broadcast, produce, reproduce, perform, publish, support and modify the Service Provider’s pre-existing Intellectual Property solely in connection with the Work Product and provision of health services in the Province of Alberta. (d) The Service Provider shall pay all royalties and licence fees relating to any Intellectual Property Rights in the Services performed by the Service Provider and shall ensure that AHS is entitled to enjoy the benefits of the Services, free of any Claims by any third party. (e) The Service Provider shall defend or settle, indemnify and hold harmless AHS from and against any and all loss, liability or expense by reason of any Claim for alleged infringement of any Intellectual Property Right in and to the Work Product, and shall defend any such Claim and pay all costs and expenses incidental thereto; provided, however, that AHS shall have the right, at its option, to participate in the defence of any such Claim at the Service Provider’s cost and expense as aforesaid without relieving the Service Provider of any obligations hereunder. If an application for an injunction ensues as a result of any such Claim, the Service Provider agrees, at its expense and its option, to: (i) procure for itself and for AHS the right to continue using the allegedly infringing material as contemplated in this Agreement; (ii) replace the allegedly infringing material with non-infringing material of comparable functionality and performance; or (iii) modify the allegedly infringing equipment, service or software so they become non-infringing. If despite the Service Provider’s best efforts, none of the foregoing options are available, then AHS shall have the right to terminate this Agreement as if the Service Provider had committed a Substantial Breach.

Intellectual Property and Intellectual Property Infringement. ‌ (a) Title to all working papers, materials, reports, work-in-progress, discovery, invention, process, program, software, system, method or device created, developed or performed, by the Service Provider during the course of providing the Services, the Deliverables and any other direct or indirect results of the Services (individually or collectively, the “Work Product”) shall be exclusively owned by AHS, effective at the time each is created. The Service Provider quitclaims and irrevocably assigns to AHS all right, title and interest in and to the Work Product and waives any moral rights thereto, and to the extent that it may be deemed that any quitclaim, assignment or grant of right under this Agreement cannot be made until after the relevant Work Product is in existence, the Service Provider shall execute and deliver to AHS an irrevocable quitclaim and assignment of the Service Provider’s right, title and interest in, and waiver of moral rights to, such Work Product, in such form as may be requested by AHS. (b) The Service Provider agrees to cooperate fully with AHS and to ensure the Staff cooperates fully with AHS, both during the Term and after the termination of this Agreement, with respect to signing further documents and doing such acts and things reasonably required by AHS to confirm the transfer of ownership of the Work Product and the waiver of moral rights therein. The Service Provider shall not receive any consideration or royalties in respect of such transfer of ownership, beyond the Service Fees, provided that, subject to other terms of this Agreement, the expense of obtaining or enforcing Intellectual Property Rights in and to the Work Product shall be borne by AHS. (c) The assignment of the rights to the Work Product set out in Sections 6.3(a) and 6.3(b) do not apply to the Service Provider’s pre-existing Intellectual Property. The Service Provider hereby grants to AHS and to AHS’s Affiliates an irrevocable, perpetual, and royalty free license to use, distribute, transmit, broadcast, produce, reproduce, perform, publish, support and modify the Service Provider’s pre-existing Intellectual Property solely in connection with the Work Product and provision of health services in the Province of Alberta. (d) The Service Provider shall pay all royalties and licence fees relating to any Intellectual Property Rights in the Services performed by the Service Provider and shall ensure that AHS is entitled to enjoy the benefits of the Services, free of any Claims by any third party. (e) The Service Provider shall defend or settle, indemnify and hold harmless AHS from and against any and all loss, liability or expense by reason of any Claim for alleged infringement of any Intellectual Property Right in and to the Work Product, and shall defend any such Claim and pay all costs and expenses incidental thereto; provided, however, that AHS shall have the right, at its option, to participate in the defence of any such Claim at the Service Provider’s cost and expense as aforesaid without relieving the Service Provider of any obligations hereunder. If an application for an injunction ensues as a result of any such Claim, the Service Provider agrees, at its expense and its option, to: (i) procure for itself and for AHS the right to continue using the allegedly infringing material as contemplated in this Agreement; (ii) replace the allegedly infringing material with non-infringing material of comparable functionality and performance; or (iii) modify the allegedly infringing equipment, service or software so they become non-infringing. If despite the Service Provider’s best efforts, none of the foregoing options are available, then AHS shall have the right to terminate this Agreement as if the Service Provider had committed a Substantial Breach.

Intellectual Property and Intellectual Property Infringement. (a) Title to all working papers, materials, reports, work-in-progress, discovery, invention, process, program, software, system, method materials or device reports created, developed or performed, by the Service Provider during the course of providing the Services, the Deliverables and any other direct or indirect results of the Services (individually or collectively, the “Work Product”) shall be exclusively owned by AHS, effective at the time each is created. The Service Provider quitclaims and irrevocably assigns to AHS all right, title and interest in and to the Work Product and waives any moral rights thereto, and to the extent that it may be deemed that any quitclaim, assignment or grant of right under this Agreement cannot be made until after the relevant Work Product is in existence, the Service Provider shall execute and deliver to AHS an irrevocable quitclaim and assignment of the Service Provider’s right, title and interest in, and waiver of moral rights to, such Work Product, in such form as may be requested by AHS. (b) The Service Provider agrees to cooperate fully with AHS and to ensure the Staff cooperates fully with AHS, both during the Term and after the termination of this Agreement, with respect to signing further documents and doing such acts and things reasonably required by AHS to confirm the transfer of ownership of the Work Product and the waiver of moral rights therein. The Service Provider shall not receive any consideration or royalties in respect of such transfer of ownership, beyond the Service Fees, provided that, subject to other terms of this Agreement, the expense of obtaining or enforcing Intellectual Property Rights in and to the Work Product shall be borne by AHS. (c) The assignment of the rights to the Work Product set out in Sections 6.3(a) and 6.3(b) do not apply to the Service Provider’s pre-existing Intellectual PropertyProperty or modifications and expansions relating to such Intellectual Property during the course of Providing the Services. The Service Provider hereby grants to AHS and to AHS’s Affiliates an irrevocable, perpetual, and royalty free license to use, distribute, transmit, broadcast, produce, reproduce, perform, publish, support and modify the Service Provider’s pre-pre- existing Intellectual Property solely in connection with the Work Product and provision of health services in the Province of Alberta. (d) The Service Provider shall pay all royalties and licence fees relating to any Intellectual Property Rights in the Services performed by the Service Provider and shall ensure that AHS is entitled to enjoy the benefits of the Services, free of any Claims by any third party. (e) The Service Provider shall defend or settle, indemnify and hold harmless AHS from and against any and all loss, liability or expense by reason of any Claim for alleged infringement of any Intellectual Property Right in and to the Work Product, and shall defend any such Claim and pay all costs and expenses incidental thereto; provided, however, that AHS shall have the right, at its option, to participate in the defence of any such Claim at the Service Provider’s cost and expense as aforesaid without relieving the Service Provider of any obligations hereunder. If an application for an injunction ensues as a result of any such Claim, the Service Provider agrees, at its expense and its option, to: (i) procure for itself and for AHS the right to continue using the allegedly infringing material as contemplated in this Agreement; (ii) replace the allegedly infringing material with non-infringing material of comparable functionality and performance; or (iii) modify the allegedly infringing equipment, service or software so they become non-infringing. If despite the Service Provider’s best efforts, none of the foregoing options are available, then AHS shall have the right to terminate this Agreement as if the Service Provider had committed a Substantial Breach.

Intellectual Property and Intellectual Property Infringement. (a) Title to all working papers, materials, reports, work-in-progress, discovery, invention, process, program, software, system, method or device created, developed or performed, by the Service Provider during the course of providing the Services, the Deliverables and any other direct or indirect results of the Services (individually or collectively, the “Work Product”) shall be exclusively owned by AHS, effective at the time each is created. The Service Provider quitclaims and irrevocably assigns to AHS all right, title and interest in and to the Work Product and waives any moral rights thereto, and to the extent that it may be deemed that any quitclaim, assignment or grant of right under this Agreement cannot be made until after the relevant Work Product is in existence, the Service Provider shall execute and deliver to AHS an irrevocable quitclaim and assignment of the Service Provider’s right, title and interest in, and waiver of moral rights to, such Work Product, in such form as may be requested by AHS. (b) The Service Provider agrees to cooperate fully with AHS and to ensure the Staff cooperates fully with AHS, both during the Term and after the termination of this Agreement, with respect to signing further documents and doing such acts and things reasonably required by AHS to confirm the transfer of ownership of the Work Product and the waiver of moral rights therein. The Service Provider shall not receive any consideration or royalties in respect of such transfer of ownership, beyond the Service Fees, provided that, subject to other terms of this Agreement, the expense of obtaining or enforcing Intellectual Property Rights in and to the Work Product shall be borne by AHS. (c) The assignment of the rights to the Work Product set out in Sections Articles 6.3(a) and 6.3(b) do not apply to the Service Provider’s pre-existing Intellectual Property. The Service Provider hereby grants to AHS and to AHS’s Affiliates an irrevocable, perpetual, and royalty free license to use, distribute, transmit, broadcast, produce, reproduce, perform, publish, support and modify the Service Provider’s pre-existing Intellectual Property solely in connection with the Work Product and provision of health services in the Province of Alberta. (d) The Service Provider shall pay all royalties and licence fees relating to any Intellectual Property Rights in the Services performed by the Service Provider and shall ensure that AHS is entitled to enjoy the benefits of the Services, free of any Claims by any third party. (e) The Service Provider shall defend or settle, indemnify and hold harmless AHS from and against any and all loss, liability or expense by reason of any Claim for alleged infringement of any Intellectual Property Right in and to the Work Product, and shall defend any such Claim and pay all costs and expenses incidental thereto; provided, however, that AHS shall have the right, at its option, to participate in the defence of any such Claim at the Service Provider’s cost and expense as aforesaid without relieving the Service Provider of any obligations hereunder. If an application for an injunction ensues as a result of any such Claim, the Service Provider agrees, at its expense and its option, to: (i) procure for itself and for AHS the right to continue using the allegedly infringing material as contemplated in this Agreement; (ii) replace the allegedly infringing material with non-infringing material of comparable functionality and performance; or (iii) modify the allegedly infringing equipment, service or software so they become non-infringing. If despite the Service Provider’s best efforts, none of the foregoing options are available, then AHS shall have the right to terminate this Agreement as if the Service Provider had committed a Substantial Breach.

Intellectual Property and Intellectual Property Infringement. ‌ (a) Title to all working papers, materials, reports, work-in-progress, discovery, invention, process, program, software, system, method or device created, developed or performed, by the Service Provider during the course of providing the Services, the Deliverables and any other direct or indirect results of the Services (individually or collectively, the “Work Product”) shall be exclusively owned by AHS, effective at the time each is created. The Service Provider quitclaims and irrevocably assigns to AHS all right, title and interest in and to the Work Product and waives any moral rights thereto, and to the extent that it may be deemed that any quitclaim, assignment or grant of right under this Agreement cannot be made until after the relevant Work Product is in existence, the Service Provider shall execute and deliver to AHS an irrevocable quitclaim and assignment of the Service Provider’s right, title and interest in, and waiver of moral rights to, such Work Product, in such form as may be requested by AHS. (b) The Service Provider agrees to cooperate fully with AHS and to ensure the Staff cooperates fully with AHS, both during the Term and after the termination of this Agreement, with respect to signing further documents and doing such acts and things reasonably required by AHS to confirm the transfer of ownership of the Work Product and the waiver of moral rights therein. The Service Provider shall not receive any consideration or royalties in respect of such transfer of ownership, beyond the Service Fees, provided that, subject to other terms of this Agreement, the expense of obtaining or enforcing Intellectual Property Rights in and to the Work Product shall be borne by AHS. (c) The assignment of the rights to the Work Product set out in Sections 6.3(a) and 6.3(b) do not apply to the Service Provider’s pre-existing Intellectual Property. The Service Provider hereby grants to AHS and to AHS’s Affiliates an irrevocable, perpetual, and royalty free license to use, distribute, transmit, broadcast, produce, reproduce, perform, publish, support and modify the Service Provider’s pre-existing Intellectual Property solely in connection with the Work Product and provision of health services in the Province of Alberta.. CPSM COPY (d) The Service Provider shall pay all royalties and licence fees relating to any Intellectual Property Rights in the Services performed by the Service Provider and shall ensure that AHS is entitled to enjoy the benefits of the Services, free of any Claims by any third party. (e) The Service Provider shall defend or settle, indemnify and hold harmless AHS from and against any and all loss, liability or expense by reason of any Claim for alleged infringement of any Intellectual Property Right in and to the Work Product, and shall defend any such Claim and pay all costs and expenses incidental thereto; provided, however, that AHS shall have the right, at its option, to participate in the defence of any such Claim at the Service Provider’s cost and expense as aforesaid without relieving the Service Provider of any obligations hereunder. If an application for an injunction ensues as a result of any such Claim, the Service Provider agrees, at its expense and its option, to: (i) procure for itself and for AHS the right to continue using the allegedly infringing material as contemplated in this Agreement; (ii) replace the allegedly infringing material with non-infringing material of comparable functionality and performance; or (iii) modify the allegedly infringing equipment, service or software so they become non-infringing. If despite the Service Provider’s best efforts, none of the foregoing options are available, then AHS shall have the right to terminate this Agreement as if the Service Provider had committed a Substantial Breach.

Intellectual Property and Intellectual Property Infringement. (a) Title to all working papers, materials, reports, work-in-progress, discovery, invention, process, program, software, system, method or device created, developed created or performeddeveloped, by the Service Provider during the course of providing the Services, the Deliverables and any other direct or indirect results of the Services (individually or collectively, the “Work Product”) shall be exclusively owned by AHS, effective at the time each is created. The Service Provider quitclaims and irrevocably assigns to AHS all right, title and interest in and to the Work Product and waives any moral rights thereto, and to the extent that it may be deemed that any quitclaim, assignment or grant of right under this Agreement cannot be made until after the relevant Work Product is in existence, the Service Provider shall execute and deliver to AHS an irrevocable quitclaim and assignment of the Service Provider’s right, title and interest in, and waiver of moral rights to, such Work Product, in such form as may be requested by AHS. (b) The Service Provider agrees to cooperate fully with AHS and to ensure the Staff cooperates fully with AHS, both during the Term and after the termination of this Agreement, with respect to signing further documents and doing such acts and things reasonably required by AHS to confirm the transfer of ownership of the Work Product and the waiver of moral rights therein. The Service Provider shall not receive any consideration or royalties in respect of such transfer of ownership, beyond the Service Fees, provided that, subject to other terms of this Agreement, the expense of obtaining or enforcing Intellectual Property Rights in and to the Work Product shall be borne by AHS. (c) The assignment of the rights to the Work Product set out in Sections 6.3(a) and 6.3(b) do not apply to the Service Provider’s pre-existing Intellectual Property or Intellectual Property created or developed independently of the Services provided there is no reliance on AHS Confidential Information or AHS Intellectual Property. The Service Provider hereby grants to AHS and to AHS’s Affiliates an irrevocable, perpetual, and royalty free license to use, distribute, transmit, broadcast, produce, reproduce, perform, publish, support and modify the Service Provider’s pre-existing or independently developed Intellectual Property (provided there is no reliance on AHS Confidential Information or AHS Intellectual Property) solely in connection with the Work Product and provision of health services in the Province of Alberta. (d) The Service Provider shall pay all royalties and licence fees relating to any Intellectual Property Rights in the Services performed by the Service Provider and shall ensure that AHS is entitled to enjoy the benefits of the Services, free of any Claims by any third party. (e) The Service Provider shall defend or settle, indemnify and hold harmless AHS from and against any and all loss, liability or expense by reason of any Claim for alleged infringement of any Intellectual Property Right in and to the Work Product, and shall defend any such Claim and pay all costs and expenses incidental thereto; provided, however, that AHS shall have the right, at its option, to participate in the defence of any such Claim at the Service Provider’s cost and expense as aforesaid without relieving the Service Provider of any obligations hereunder. If an application for an injunction ensues as a result of any such Claim, the Service Provider agrees, at its expense and its option, to: (i) procure for itself and for AHS the right to continue using the allegedly infringing material as contemplated in this Agreement; (ii) replace the allegedly infringing material with non-infringing material of comparable functionality and performance; or (iii) modify the allegedly infringing equipment, service or software so they become non-infringing. If despite the Service Provider’s best efforts, none of the foregoing options are available, then AHS shall have the right to terminate this Agreement as if the Service Provider had committed a Substantial Breach.

Intellectual Property and Intellectual Property Infringement. (a) Title to all working papers, materials, reports, work-in-progress, discovery, invention, process, program, software, system, method or device created, developed or performed, by the Service Provider during the course of providing the Services, the Deliverables and any other direct or indirect results of the Services (individually or collectively, the “Work Product”) shall be exclusively owned by AHS, effective at the time each is created. The Service Provider quitclaims and irrevocably assigns to AHS all right, title and interest in and to the Work Product and waives any moral rights thereto, and to the extent that it may be deemed that any quitclaim, assignment or grant of right under this Agreement cannot be made until after the relevant Work Product is in existence, the Service Provider shall execute and deliver to AHS an irrevocable quitclaim and assignment of the Service Provider’s right, title and interest in, and waiver of moral rights to, such Work Product, in such form as may be requested by AHS. (b) The Service Provider agrees to cooperate fully with AHS and to ensure the Staff cooperates fully with AHS, both during the Term and after the termination of this Agreement, with respect to signing further documents and doing such acts and things reasonably required by AHS to confirm the transfer of ownership of the Work Product and the waiver of moral rights therein. The Service Provider shall not receive any consideration or royalties in respect of such transfer of ownership, beyond the Service Fees, provided that, subject to other terms of this Agreement, the expense of obtaining or enforcing Intellectual Property Rights in and to the Work Product shall be borne by AHS. (c) The assignment of the rights to the Work Product set out in Sections 6.3(a) and 6.3(b) do not apply to the Service Provider’s pre-existing Intellectual Property or Intellectual Property created or developed independently of the Services provided there is no reliance on AHS Confidential Information or AHS Intellectual Property. The Service Provider hereby grants to AHS and to AHS’s Affiliates an irrevocable, perpetual, and royalty free license to use, distribute, transmit, broadcast, produce, reproduce, perform, publish, support and modify the Service Provider’s pre-existing or independently developed Intellectual Property (provided there is no reliance on AHS Confidential Information or AHS Intellectual Property) solely in connection with the Work Product and provision of health services in the Province of Alberta. (d) The Service Provider shall pay all royalties and licence fees relating to any Intellectual Property Rights in the Services performed by the Service Provider and shall ensure that AHS is entitled to enjoy the benefits of the Services, free of any Claims by any third party. (e) The Service Provider shall defend or settle, indemnify and hold harmless AHS from and against any and all loss, liability or expense by reason of any Claim for alleged infringement of any Intellectual Property Right in and to the Work Product, and shall defend any such Claim and pay all costs and expenses incidental thereto; provided, however, that AHS shall have the right, at its option, to participate in the defence of any such Claim at the Service Provider’s cost and expense as aforesaid without relieving the Service Provider of any obligations hereunder. If an application for an injunction ensues as a result of any such Claim, the Service Provider agrees, at its expense and its option, to: (i) procure for itself and for AHS the right to continue using the allegedly infringing material as contemplated in this Agreement; (ii) replace the allegedly infringing material with non-infringing material of comparable functionality and performance; or (iii) modify the allegedly infringing equipment, service or software so they become non-infringing. If despite the Service Provider’s best efforts, none of the foregoing options are available, then AHS shall have the right to terminate this Agreement as if the Service Provider had committed a Substantial Breach.