INTELLECTUAL PROPERTY AND MARKETING MATERIAL Sample Clauses

INTELLECTUAL PROPERTY AND MARKETING MATERIAL. 13.1. Nothing in this Agreement shall assign, transfer or vest in either party any Intellectual Property Right owned by the other party. 13.2. Neither party shall use Intellectual Property without the other’s express prior written consent. 13.3. The Partner acknowledges and agrees that the Marketing Material is, and shall remain, the property of AXIORY, and nothing in this Agreement shall convey to the Partner any rights of ownership in the Marketing Materials. 13.4. The Partner shall not take any action, or inaction, that would impair the value of, or goodwill associated with, the Marketing Materials. 13.5. Marketing Materials created by the Partner shall be done so in accordance with the Marketing Materials Rules and Guidelines set out in Schedule 2 of this Agreement.
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INTELLECTUAL PROPERTY AND MARKETING MATERIAL. 13.1. Nothing in this Agreement shall assign, transfer or vest in either party any Intellectual Property Right owned by the other party. 13.2. EĞŝƚŚĞƌ ƉĂƌƚLJ ƐŚĂůů ƵƐĞ /ŶƚĞůůĞĐƚƵĂů WƌŽƉ consent. 13.3. The Partner acknowledges and agrees that the Marketing Material are, and shall remain, the property of AXIORY, and nothing in this Agreement shall convey to the Partner any rights of ownership in the Marketing Materials. 13.4. The Partner shall not take any action, or inaction, that would impair the value of, or goodwill associated with, the Marketing Materials. 13.5. Marketing Materials created by the Partner shall be done so in accordance with the Marketing Materials Rules and Guidelines set out in Schedule 2 of this Agreement.
Sample 1
INTELLECTUAL PROPERTY AND MARKETING MATERIAL. 7.1 All drawings, notebooks, operating data, specifications, intellectual property, patent rights, and other information, data, and materials concerning the Products furnished to the Customer by the Supplier ("Know-how") shall remain the proprietary and confidential property of the Supplier and shall be used by the Customer only with respect to the sale of the Products pursuant to this Agreement and shall not be used by the Customer in connection with any other project. Such proprietary and confidential information and data shall not be shown or otherwise made available to any third party at any time without the Supplier's prior written consent nor shall any third party be permitted to measure or otherwise technically examine or test the Products without the Suppliers prior written consent. Any such proprietary and confidential information which the Customer determines must be disclosed to its employees shall only be disclosed to its employees on a need-to- know basis for the sale of the Products. Intellectual property or patent rights as may be obtained on the basis of the Know-how given or made available to the Customer or with respect to the Products shall remain the exclusive property of the Supplier. 7.2 The Customer may use such of the Supplier's trademarks and logos as the Supplier may from time to time authorize in writing. 7.3 The Customer shall not apply any such trademarks or logos to any item other than a Product or supply or offer to supply any other item in such a way as to mislead purchasers or prospective purchasers into thinking that it is a Product. 7.4 The Customer shall promptly notify the Supplier of any infringement of the Know-how or trademarks of the Supplier of which it becomes and of any claim that the sale of the Products infringes on any person's rights of which it may become aware and shall at the request and expense of the Supplier take such action in respect of the infringement or claim as the Supplier may request.
Sample 1

Related to INTELLECTUAL PROPERTY AND MARKETING MATERIAL

  • 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 Rights The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

  • Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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