Intellectual Property and Licensing. (a) Together with each Compliance Certificate required to be delivered pursuant to Section 4.1(i) with respect to the last month of a fiscal quarter to the extent (i) any Credit Party acquires and/or develops any new Registered Intellectual Property, (ii) any Credit Party enters into or becomes bound by any additional in-bound license or sublicense agreement, any additional exclusive out-bound license or sublicense agreement or other agreement with respect to rights in Intellectual Property (other than over-the-counter software that is commercially available to the public and open source licenses entered into in the Ordinary Course of Business), or (iii) there occurs any other material change in any Credit Party’s Registered Intellectual Property, material in-bound licenses or sublicenses or exclusive out-bound licenses or sublicenses from that listed on Schedule 3.19 together with such Compliance Certificate, deliver to Agent an updated Schedule 3.19 reflecting such updated information. With respect to any updates to Schedule 3.19 involving exclusive out-bound licenses or sublicenses, such licenses shall be consistent with the definitions of and limitations herein pertaining to Permitted Licenses.
(b) If Credit Parties obtain any Registered Intellectual Property, Credit Parties shall promptly (but in any event contemporaneously with when the next Compliance Certificate is required to be delivered) notify Agent and promptly execute such documents and provide such other information (including, without limitation, copies of applications) and take such other actions as Agent shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subject to the Affiliated Intercreditor Agreement and Permitted Liens) in favor of Agent, for the ratable benefit of Lenders, in such Registered Intellectual Property.
(c) Credit Parties shall take such commercially reasonable steps not requiring out-of pocket expense, as Agent requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all material licenses or material agreements to be deemed “Collateral” and for Agent to have a security interest in it that might otherwise be restricted or prohibited by Law or by the terms of any such material license or agreement, whether now existing or entered into in the future, and (y) Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral...
Intellectual Property and Licensing. (a) We warrant that:
(i) We own, or are licensed and authorised to make available for Your use the Software for the purposes of this Agreement;
(ii) that Your use of the Software and the Hosting Environment in accordance with the terms of this Agreement will not cause You or Us to infringe the intellectual property rights of any third party.
(b) We will indemnify You against all Claims and Damages You may suffer or incur in the event of any breach of the warranties in clause 16)(a), provided that You must notify Us as soon as practicable of any Claim and, if We request, allow Us to defend, manage or settle the Claim.
(c) In the event of a Claim that Your use of the Software in accordance with this Agreement infringes the intellectual property rights of any third party then, without limiting clause 16)(b), We will procure for You the right to continue to use the Software, or modify the Software so it is no longer infringing, or if neither of those are reasonably possible, refund You any Fees paid, together with Your reasonable costs incurred in migrating to an alternative provider.
(d) You acknowledge that the Software and the Private Hosted Environment is made available to You under licence only. That licence persists only during the currency of this Agreement and nothing in this agreement assigns to You any ownership or perpetual right with respect to the Software.
(e) Without limiting clause 16)(d), the Software is licensed to You subject to the XXXX. The terms of the XXXX are incorporated into and form part of this agreement, and are binding on both parties, provided that, to the extent that there is any 15 inconsistency or conflict between the terms of this Agreement and the terms of the XXXX, the terms of this Agreement shall prevail.
(f) To the extent that in the performance of this Agreement or any related agreement, intellectual property rights are created which vest in, or are required to be assigned to, You, We acknowledge that You are free to deal with all such rights freely, provided that, where the use of such intellectual property is necessary for use of the Hosted Environment, You must retain sufficient rights to enable Your continued use of the Private Hosted Environment as long as You remain a party to this Agreement.
Intellectual Property and Licensing. For purposes of this Agreement, “Inventions” means potentially patentable inventions and discoveries first conceived and actually reduced to practice solely in performance of the Project. Northwestern shall own all right, title and interest in and to any Inventions made solely by Personnel and other Northwestern employees, agents, and/or students (“Northwestern Inventions”). Sponsor shall own all right, title and interest in and to any Inventions made solely by Sponsor employees (“Sponsor Inventions”). The Parties shall jointly own all right, title and interest in and to any Inventions made by a combination of one or more employees, agents, and/or students from both Northwestern and Sponsor (“Joint Inventions”). Unless otherwise agreed by the parties in writing, this Agreement does not affect ownership of or rights to any Inventions or other intellectual property developed by Northwestern or by Sponsor prior to, or outside the scope of, the Project. Northwestern agrees to notify Sponsor of any Northwestern Invention hereunder within thirty (30) days after an invention disclosure. Sponsor shall treat all Northwestern invention disclosures as Confidential Information subject to the provisions of Section 6. Each party will promptly notify the other of any Joint Invention. Sponsor shall indicate to Northwestern in writing, within sixty (60) days of Sponsor’s receipt of a notification of invention from Northwestern, whether it wishes for Northwestern to file a patent application in the United States on the Northwestern Invention, or Joint Invention, or to register copyrightable material pertaining to such invention (excluding works authored by Northwestern employees under Section 8 herein). In addition, if Sponsor chooses to seek patent protection for a Northwestern Invention or Joint Invention in any foreign countries, Sponsor shall so notify Northwestern in writing at least sixty (60) days prior to the applicable filing deadline(s). In the absence of such notification by Sponsor, no foreign patent protection need be secured by Northwestern. If Sponsor requests that Northwestern file one or more patent applications or register copyrightable material as set forth in Section 8.3, Sponsor will reimburse Northwestern for all documented expenses incurred to secure and maintain the applications and/or registrations within thirty (30) days of receipt of an invoice. Northwestern will keep Sponsor promptly informed regarding the status of any patent application(s) or r...
Intellectual Property and Licensing. Together with each Compliance Certificate required to be delivered pursuant to Section 4.1 to the extent (i) Borrower acquires and/or develops any new Registered Intellectual Property, (ii) Borrower enters into or becomes bound by any additional material in-bound license or sublicense agreement, any additional material exclusive out-bound license or sublicense agreement or other material agreement with respect to rights in Intellectual Property (other than over-the-counter software that is commercially available to the public), or (iii) there occurs any other material change in Borrower’s Registered Intellectual Property, in-bound licenses or sublicenses or exclusive out-bound licenses or sublicenses from that listed on Schedule 3.19 together with such Compliance Certificate, deliver to Agent an updated Schedule 3.19 reflecting such updated information. With respect to any updates to Schedule 3.19 involving exclusive out-bound licenses or sublicenses, such licenses shall be consistent with the definitions of and limitations herein pertaining to Permitted Licenses.
Intellectual Property and Licensing. 8.1 All Client Data and information supplied by (including logo, Client Data, Trade Mark, website, data base, photos), by the Client prior to this Agreement shall remain exclusive property of the Client.
8.2 All content and material created during the Service and Products provided under this Agreement to the Client shall be deemed to be the property of Local Customer On Tap and rights vested shall be transferred to the Client accordingly in the event of termination and subject to full settlement of all termination liabilities. At all times intellectual property (including logo, Trade Mark, website, data base, photos) of Local Customer On Tap shall remain exclusive property of the Local Customer On Tap.
8.3 Neither party shall acquire any intellectual property rights, title, interest, licenses, Services and Products in the other party’s intellectual property.
8.4 The Trade Mark shall not be used in any manner liable to invalidate their registration and Local Customer On Tap shall not permit them to be used by third parties.
8.5 On expiry of this Agreement all licences referred to in this section 8 shall expire and Local Customer On Tap agrees to immediately cease use of all of the Client's Trade Mark and intellectual property unless authorised to do so in writing for marketing purposes.
8.6 The Client hereby grants to Local Customer On Tap a non-exclusive, non-transferable, royalty free rights to use and market licence and to utilise its Trade Mark and other intellectual property for the term subject to the restrictions in Clause 8 in the performance of this Agreement.
Intellectual Property and Licensing. Borrower shall own, or be licensed to use or otherwise have the right to use, all Material Intangible Assets. Borrower shall cause all Registered Intellectual Property to be duly and properly registered, filed or issued in the appropriate office and jurisdictions for such registrations, filings or issuances, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect. Borrower shall at all times conduct its business without infringement of any Intellectual Property rights of others, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect. Borrower shall (i) protect, defend and maintain the validity and enforceability of its Material Intangible Assets (ii) promptly advise Agent in writing of material infringements of its Material Intangible Assets, or of a claim of infringement by Borrower on the Intellectual Property rights of others which could reasonably be expected to result in a Material Adverse Effect; and (iii) not allow any of Borrower’s Material Intangible Assets to be abandoned, invalidated, forfeited or dedicated to the public or to become unenforceable. Borrower shall not become a party to, nor become bound by, any material license or other agreement (other than the Financing Documents and the Affiliated Financing Documents) with respect to which Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or other property.
Intellectual Property and Licensing. (a) Together with each Compliance Certificate required to be delivered pursuant to Section 4.1(i) with respect to the last month of a fiscal quarter to the extent (i) any Credit Party or Subsidiary acquires and/or develops any new Registered Intellectual Property, (ii) any Credit Party or Subsidiary enters into or becomes bound by any additional material in-bound license or sublicense agreement, any additional exclusive out-bound license or sublicense agreement or other material agreement with respect to rights in Intellectual Property (other than over-the-counter software, software that is commercially available to the public and open source licenses), or (iii) there occurs any other material change in any Credit Party’s or Subsidiary’s Registered Intellectual Property, material in-bound licenses or sublicenses or exclusive out-bound licenses or sublicenses from that listed on Schedule 3.19 together with such Compliance Certificate, deliver to Agent an updated Schedule 3.19 reflecting such updated information. With respect to any updates to Schedule 3.19 involving exclusive out-bound licenses or sublicenses, such licenses shall be consistent with the definitions of and limitations herein pertaining to Permitted Licenses.
(b) On the Closing Date, each Credit Party will execute and deliver to Agent the Intellectual Property Security Agreement. The Intellectual Property Security Agreement shall be held in escrow by Agent, and shall not be in force and effect, unless and until the occurrence of the Springing IP Lien Event, at which time (i) the Intellectual Property Security Agreement shall immediately and automatically become effective without any further action or consent by any Credit Party and (ii) Agent shall be automatically authorized to file the Intellectual Property Security Agreement (including any updated schedules thereto delivered pursuant to Section 4.16(h)) with the United States Patent and Trademark Office and/or United States Copyright Office, as applicable.
(c) Upon the occurrence of a Springing IP Lien Event and continuing at all times thereafter (whether or not the Springing IP Lien Event continues), then automatically and without notice or any further action by Agent, any Lender or any Credit Party (i) Agent shall be authorized to file UCC financing statements, financing statement amendments and security agreements (including any Intellectual Property Security Agreement) necessary or desirable to perfect such security interest in the Inte...
Intellectual Property and Licensing. (a) Together with each Compliance Certificate required to be delivered pursuant to Section 6.2(b) delivered with respect to the last month of a calendar quarter, to the extent (A) Borrower acquires and/or develops any new Registered Intellectual Property, or (B) Borrower enters into or becomes bound by any additional in-bound license
(b) If Borrower obtains any Registered Intellectual Property, Borrower shall promptly execute such documents and provide such other information (including, without limitation, copies of applications) and take such other actions as Agent shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Agent, for the ratable benefit of Lenders, in the IP Proceeds pertaining thereto.
Intellectual Property and Licensing. (a) We warrant that: i) we own, or are licenced and authorised to make available for Your use the Software for the purposes of this Agreement;
Intellectual Property and Licensing. 5.1 Background IP. Intellectual Property owned or controlled by XXX and existing prior to the date of the MOU or developed by XXX on or after the date of the MOU and independent of this MOU ("Background IP") will at all times be owned by XXX.
5.2 XXX will own any Intellectual Property or trade secrets invented, conceived or developed by XXX or ZZZ during the development, product launch and on- going operations, and ZZZ hereby assigns all such Intellectual Property to
