Intellectual Property and Privacy. (a) Section 3.07(a) of the Disclosure Schedules lists all Purchased IP, including whether or not the Purchased IP is owned by Seller and, if not, the nature of the Seller’s license to such Purchased IP (e.g., exclusive or non-exclusive, fee structure, duration, and territory). For all registered Intellectual Property, including applications thereto, Section 3.07(a) of the Disclosure Schedules shall specify as to each, as applicable: the title, mxxx, or design; the record owner and inventor(s), if any; the jurisdiction by or in which it has been issued, registered, or filed; the registration and application serial number; the issue, registration, or filing date; and the current status.
(b) The Seller owns or has adequate, valid, and enforceable rights to use all of the Purchased IP, free and clear of all Liens, other than Permitted Liens, and is not bound by any Law or other obligation materially restricting the Seller’s use of the Purchased IP.
(c) All required filings and fees related to the Seller’s registrations of Intellectual Property have been timely filed with and paid to the relevant Governmental Bodies and authorized registrars, and all such registrations are otherwise in good standing.
(d) The Seller is not bound by any outstanding judgment, injunction, order, or decree restricting the use of the Purchased IP or restricting the licensing thereof to any Person.
(e) The conduct of the Business has not and does not infringe, violate, dilute, or misappropriate the Intellectual Property rights of any Person and there are no claims pending or, to the Knowledge of the Seller, threatened by any Person with respect to the ownership, validity, enforceability, effectiveness, or use of the Purchased IP.
(f) To the Knowledge of the Seller, no Person is infringing, misappropriating, diluting, or otherwise violating any of the Purchased IP, and neither the Seller nor any Affiliate thereof has made or asserted any claim, demand, or notice against any Person alleging any such infringement, misappropriation, dilution, or other violation.
(g) All personnel, including employees, agents, consultants, and contractors, who have contributed to, or participated in, the conception or development, or both, of the Purchased IP have executed valid and enforceable written instruments of assignment in favor of the Seller as assignee that have conveyed to the Seller effective ownership of the rights, title, and interest in and to such Intellectual Property.
(h) No royalties, co...
Intellectual Property and Privacy. 11.1 All rights in any intellectual property relating to the PA Products and Services, related documentation, or background material remain the property of PA.
11.2 PA retains all rights to intellectual property created in connection with its performance of Services hereunder or elsewhere.
11.3 Where the Client has paid a Perpetual License Fee, and subject to this clause PA grants to the Client a non-exclusive, perpetual, license to use the Intellectual Property Rights in the PA Products and any Services provided to the Client for its own internal purposes. For the avoidance of doubt, the Client is not entitled to exploit the intellectual property referred to in this clause.
11.4 In the case of Subscriptions , PA grants a license to use the Intellectual Property Rights in the PA Products and any Services provided to the Client for its own internal purposes including but not limited to all reports, analyses, plans, summaries, recommendations, instructions or presentations prepared by PA, and the information contained therein provided that all Fees and other amounts duly invoiced by PA, are paid in accordance with this Agreement. For the avoidance of doubt, the Client is not entitled to exploit the intellectual property referred to in this clause.
11.5 Nothing in this Agreement shall prevent PA from utilising any general know-how, techniques, ideas, concepts, algorithms, inventions, or other knowledge acquired or developed during the performance of this Agreement, on behalf of itself and its future clients, and PA may perform the same or similar services for others, provided that, in all cases, any Confidential Information of Client, including any proprietary or trade secret information of Client, is treated in accordance with the non-disclosure provisions of the Agreement or in terms of any separate non-disclosure agreement or similar instrument between the parties, as applicable.
11.6 All Client data stored within the Products or its related components remains the property of Client. Client warrants that any logo or copyright material supplied by it to PA are its own and may be used with its authorisation. PA accepts no responsibility for the accuracy or protection of Client Data except to the extent imposed by privacy legislation. The Client warrants that it has complied with all such legislation and will continue to ensure it does so.
Intellectual Property and Privacy. 8.1 All rights in any intellectual property relating to the PA-Products, and Services, related documentation, or background material remain the property of PA.
8.2 PA retains all rights to intellectual property created in connection with its performance of Services hereunder or elsewhere.
8.3 Where the Client has paid a Perpetual License Fee, and subject to this clause PA grants to the Client a non-exclusive, irrevocable, perpetual, global license to use the Intellectual Property Rights in any Services provided to the Client for its own internal purposes. For the avoidance of doubt, the Client is not entitled to exploit the intellectual property referred to in this clause.
8.4 In the case of SLAAS, PA grants a license to use the Intellectual Property Rights in the PA Products and any Services provided to the Client for its own internal purposes whilst all Fees are paid in terms of this Agreement. For the avoidance of doubt, the Client is not entitled to exploit the intellectual property referred to in this clause.
8.5 All Client data stored within the Products or its related components remains the property of the Client. The Client warrants that any logo or copyright material supplied by it to PA are its own and may be used with its authorization. PA accepts no responsibility for the accuracy or protection of Client Data except to the extent imposed by privacy legislation. The Client warrants that it has complied with all such legislation and will continue to ensure it does so.
Intellectual Property and Privacy. (a) Section 3.14(a) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date hereof of all Company Registered IP. Except as would not constitute a Company Material Adverse Effect, each item of Company Registered IP is currently in compliance with all formal legal requirements (including payment of filing, examination and maintenance fees) and, to the extent issued, is, to the Knowledge of the Company, subsisting and not invalid or unenforceable. The Company, or a Subsidiary of the Company, owns the Company Intellectual Property free and clear of all Liens, except for Permitted Liens.
(b) As of the date hereof, Company has not received written notice of claims that are pending or, to the Knowledge of the Company, threatened in writing, (i) challenging the ownership, enforceability or validity of any Company Intellectual Property, or (ii) alleging that the Company or any of its Subsidiaries is violating, misappropriating or infringing the rights of any Person with regard to any Intellectual Property.
(c) Except as would not constitute a Company Material Adverse Effect, (i) no Person is violating, misappropriating or infringing any Company Intellectual Property, and (ii) to the Knowledge of the Company, the operation of the business of the Company and its Subsidiaries as currently conducted does not violate, misappropriate or infringe the Intellectual Property of any other Person.
(d) Except as would not constitute a Company Material Adverse Effect, the Company and its Subsidiaries have taken such steps as are reasonably necessary to protect their respective rights in material Trade Secrets. In addition to the foregoing, each Company employee, and each consultant or contractor, engaged in the development or creation of any material technology, or Intellectual Property for Company or its Subsidiaries has executed a valid and enforceable proprietary information, confidentiality and assignment agreement sufficient to irrevocably assign (except as limited by applicable Law) any Intellectual Property developed by such employee, consultant or contractor for the Company or such Subsidiary to the Company or such Subsidiary.
(e) Section 3.14(e) of the Company Disclosure Schedule lists all Contracts to which the Company or any of its Subsidiaries is a party as of the date hereof that grants to Company or any of its Subsidiaries a license, ownership rights, an option to, or other rights in or to any Intellectual Property owned by a third...
Intellectual Property and Privacy. 5.1 In this clause, Intellectual Property includes patent, know-how, copyright, design, semi- conductor or circuit layout rights, trade mark, trade, business or company names or other proprietary rights and any rights to registration of such rights, whether created before or after the date of this Agreement in Australia or elsewhere (Intellectual Property).
5.2 You warrant that in carrying out the Activity under this Agreement, you will not infringe any Intellectual Property rights.
5.3 Any Intellectual Property in all materials created by you for the purpose of the Activity (Activity Material) will be retained by you, or relevant third parties, as the case may be.
5.4 You grant, and will ensure third parties grant, to HCCDC, without cost, a non-exclusive, irrevocable, royalty free and transferable licence to use the Activity Material (including reproducing them, making them available to the public and adapting them for HCCDC’s own purpose).
5.5 If requested by HCCDC, you will make the Activity Material available to the public under a Creative Commons Attribution 4.0
Intellectual Property and Privacy. The Software contains material that is protected by United States Copyright Law and trade secret law, and by international treaty provisions. All rights not specifically granted to you herein are reserved to Packerland and to any third party with ownership rights in Software and documentation used in the Software. You may not remove any proprietary notice of Packerland or any other party from any copy of Software or documentation. Some features of certain Software are provided by third parties, and those third parties may collect or transmit personally identifiable and non-personally identifiable information about you in the course of providing these features. These third parties are not authorized to use your personally identifiable information except for the purpose of providing their services to you through Software. Your use of Software is subject to the terms of the Packerland Customer Privacy Notice, the Packerland Acceptable Use Policy and other applicable terms and policies.
Intellectual Property and Privacy. (a) As of the date of this Agreement, Section 5.13(a) of the Company Disclosure Schedule contains a true and complete list of all patents, patent applications, Trademark registrations and applications, copyright registrations and applications and domain name registrations, in each case, owned or purported to be owned by the Company or a Company Subsidiary (“Company Registered IP”). The Company Registered IP is subsisting and, to the Company’s knowledge, valid and enforceable.
(b) A Seller owns or otherwise has sufficient right to use all material Intellectual Property used in connection with the Business as currently conducted.
(c) The Company and the Company Subsidiaries (i) have paid all fees associated with maintaining and advertising on and through social media accounts and handles, and (ii) to the knowledge of the Company, are in material compliance with all applicable Laws and terms of use, terms of service, and other Contracts and all associated policies and guidelines relating to its use of any social media platforms, sites, or services in the conduct of their respective Businesses. No Person has made any claims or allegations against the Company or one of the Company Subsidiaries concerning any violation of law or any Person’s rights in connection with the use of those social media accounts and handles, except as would not reasonably be material to the Business.
(d) The Company and the Company Subsidiaries have taken commercially reasonable measures to maintain in confidence all material Trade Secrets and other material Confidential Information constituting Company Owned IP or otherwise possessed by the Company or any Company Subsidiary in connection with the Businesses of the Company and the Company Subsidiaries, including by requiring each Person who has had access to such Trade Secrets and Confidential Information to execute an agreement that requires such Person to maintain the confidentiality of the same. To the Company’s knowledge, there has been no unauthorized access to or disclosure of any such Trade Secrets or Confidential Information.
(e) As of the date of this Agreement, there are no Proceedings pending or, to the Company’s knowledge, threatened (including interference, re-examination, inter parties review, reissue, opposition, nullity or cancellation proceedings) (i) contesting the validity, ownership, scope or use of any Company Owned IP or (ii) making a claim against the Company or any Company Subsidiary alleging any infringement, m...
Intellectual Property and Privacy. (a) Schedule 4.05(a) lists all Intellectual Property Assets, including whether or not the Intellectual Property Assets are owned by Invacare, directly or indirectly, and, if not, the nature of Invacare’s license to such Intellectual Property Assets (e.g., exclusive or non-exclusive, fee structure, duration, and territory). For all registered Intellectual Property, including applications thereto, Schedule 4.05(a) shall specify as to each, as applicable: the title, mark, or design; the record owner and inventor(s), if any; the jurisdiction by or in which it has been issued, registered, or filed; the registration and application serial number; the issue, registration, or filing date; and the current status. For clarity, Schedule 4.05(a) contains a correct, current and complete list of: (i) all patents, unfiled invention disclosures, trademarks, servicemarks, domain names, and applications therefor that are included in the Intellectual Property Assets, specifying as to each, as applicable: the title, mark, or design; the jurisdiction by or in which it has been issued, registered or filed; the patent, registration or application serial number; the issue, registration or filing date, and the current status; (ii) all unregistered trademarks and common law trademarks and similar identifiers included in the Intellectual Property Assets; (iii) all proprietary Software included in the Intellectual Property Assets identifying whether it is being assigned or licensed to Buyer; (iv) all names of products and services, whether existing or in development, owned, sold or are otherwise made available as part of the Respiratory Business; and (v) Intellectual Property Assets that are used in the conduct of the Respiratory Business as currently conducted.
(b) Except as set forth on Schedule 4.05(b), Invacare owns or has, valid, and enforceable rights to use all of the Intellectual Property Assets, free and clear of all Encumbrances.
(c) All required filings and fees related to Invacare’s registrations of the Intellectual Property Assets have been timely filed with and paid to the relevant Governmental Authorities and authorized registrars, and all such registrations are otherwise in good standing. Any required filings, fees, provisional application conversions, national phases, responses, expiration dates, and any other actions coming due in the next six (6) months for any patents, trademarks, domain names, social media accounts, and copyrights, and applications for the forego...
Intellectual Property and Privacy. (a) Section 4.14(a) of the Target Company Disclosure Schedules sets forth a true and complete list of all registrations and applications to register all Intellectual Property owned by or exclusively licensed to any Target Company (“Registered IP”) (including registration number, application number, patent number, filing date, issue date, xxxx or title, and jurisdiction), and identifies that which is owned and that which is exclusively in-licensed by each Target Company.
(b) All application, registration, maintenance and renewal fees and filings necessary to prosecute, maintain, and renew any Registered IP owned by any Target Company have been submitted to the relevant Governmental Authority. All necessary documents, recordations and certifications for the maintenance, renewal and recordation of such Registered IP in the name of the applicable Target Company have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions. All Registered IP is enforceable, valid and subsisting. The applicable Target Company owns and has good and exclusive title in and to each item of the Company Owned Intellectual Property free and clear of any and all Liens, other than Permitted Liens. Each employee and contractor engaged by the Target Companies who has made creative contributions to Company Owned Intellectual Property is either (i) an employee for hire of the applicable Target Company or (ii) has executed an agreement that contains provisions assigning, to the extent permitted by applicable Law, exclusive rights in such Company Owned Intellectual Property to the applicable Target Company. No material Trade Secrets comprising Company Owned Intellectual Property have been the subject of any unauthorized disclosure or access, and each applicable Target Company has taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Company Owned Intellectual Property, the value of which to the applicable Target Company is contingent upon maintaining the confidentiality thereof. The Company Owned Intellectual Property and the Company Licensed Intellectual Property constitute all of the Intellectual Property that is necessary and sufficient for the Target Companies to operate and conduct the Business in the manner in which it is currently being conducted. None of the Target Companies have granted any rights or interest in the Company Intellectual Property to a third party. No ...
Intellectual Property and Privacy. (a) Section 4.19(a) of the Disclosure Letter sets forth a list (together with identification of the record (and if different, beneficial) owner and filing details thereof), as of the date of this Agreement, of all: (i) patents and patent applications; (ii) trademark and service xxxx registrations and applications;
(iii) Internet domain name registrations; (iv) copyright registrations and applications; and (v) material software proprietary to and commercially distributed by the Company or a Company Subsidiary, in each case (i)-(v), owned by the Company or any Company Subsidiary. As of the date of this Agreement, (1) the foregoing registrations and applications are in effect and subsisting, and (2) either the Company or a Company Subsidiary is the sole owner of such applications and registrations free and clear of all Liens other than Permitted Liens.
(b) The conduct of the business as currently conducted by the Company and the Company Subsidiaries does not infringe, misappropriate, or otherwise violate any Person’s Intellectual Property in any material respect, and there is no claim alleging otherwise pending, or threatened in writing, against the Company or any Company Subsidiary. No Person, to the Knowledge of Seller, is infringing, misappropriating or otherwise violating any Intellectual Property owned by the Company or any Company Subsidiary in any material respect, and no such claim is pending, or threatened in writing, against any Person by the Company or any Company Subsidiary.
