Intellectual Property and Trade Secrets Sample Clauses

Intellectual Property and Trade Secrets. CNA will allow IGFH, at no cost to IGFH, to utilize all Trade Secrets, proprietary information, software and other formula, data, processes, strategies, techniques, philosophies, other proprietary intellectual property or other proprietary or confidential information (including, but not limited to, the REAP system) (collectively, "Trade Secrets") utilized by CNA in the management and operation of the Business. Further, IGFH is the only business, corporation, partnership, association, or entity which is or will be allowed to utilize the Trade Secrets. At the Closing, CNA will transfer all such rights it has in and to the computer software and intellectual property listed on Schedule 4.10 to IGFH.
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Intellectual Property and Trade Secrets. The Target Company currently possesses legal and valid ownership or usage rights without encumbrances regarding intellectual property it owns or uses. Registrations and applications related to intellectual property are all in a valid state, and there are no grounds for the invalidation or cancellation of these intellectual property rights. The Target Company is not obligated to pay compensation to third parties (including former or current employees of the Target Company) in connection with the use of intellectual property, excluding fees payable under contracts related to the use of intellectual property. There are no rights held by third parties to claim compensation from the Target Company in relation to its intellectual property. The use of the Target Company’s intellectual property does not conflict with the intellectual property of others, and the Target Company has not received any notices alleging infringement of third-party intellectual property. Regarding intellectual property corresponding to inventions created by employees and owned by the Target Company, the Target Company has legally succeeded to the rights in accordance with relevant laws, regulations, and agreements and has provided proper compensation to the inventors. Third parties do not infringe on the intellectual property of the Target Company. The Target Company has taken reasonable measures to protect its trade secrets and has not infringed on the trade secrets of third parties.
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Intellectual Property and Trade Secrets. 8.1 All rights, titles, and interests in any Confidential Information remain the exclusive property of the party to which it belongs as of the date of this agreement. 8.2 Either party may disclose information to: 8.2.1 Their employees or agents; or 8.2.2 Manufacturers, consultants, or other third parties so long as ADV obtains appropriate written confidentiality or non-disclosure agreements from such persons or entities prior to any such disclosure. 8.3 ADV may disclose its own confidential information, trade secrets, and intellectual property to the Client in the course of fulfilling its engagement. The ownership of such confidential information, trade secrets, and intellectual property remains vested in ADV. 8.4 Any intellectual property created for the Client vests in the Client. ADV has no interest, rights, or ownership in any knowledge, copyright, trademarks, or trade names of the Client, notwithstanding the fact that ADV may have created or contributed to their creation. 8.5 Any intellectual property created or developed during the term of this agreement that is not directly related to the work ADV is doing for the client, vests in ADV. The Client hereby waives any moral rights that the Client may have with respect to the Confidential Information or any knowledge, copyright, trademarks, or trade names of ADV, or created by ADV outside the scope of the work ADV has agreed to do for the Client. The Client will execute any instruments and do all other things reasonably necessary in order to vest more fully in ADV all ownership rights in those items referred to in this clause. 8.6 ADV warrants that all work performed for the client is ADV’s own unique work and does not borrow from the work of any other entity regardless of copyright.
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Intellectual Property and Trade Secrets. I understand that during the course of my study and/or research there may be disclosed to me or I may gain access to intellectual property, trade secrets and other proprietary or confidential information of Disclosing Party (Lincoln University). This includes, but is not limited to: (a) technical information concerning Lincoln University's research projects, technical memoranda and correspondence, formulas, designs, devices, diagrams, software code, test results, processes, inventions; and (b) Lincoln University’s business information, including cost information, accounting and unpublished financial information, business plans, customer lists and customer information, purchasing techniques, supplier lists and supplier information and marketing, production or merchandising systems or plans.
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Intellectual Property and Trade Secrets. 15.1 The intellectual property rights of the distributed products belong to the supplier, and the distributor shall use the trademark, supplier company name, and other materials of the distributed products for the purpose of promoting and selling them. 15.2 Both parties shall keep confidential any trade secrets of the other party that they become aware of or obtain during the performance of this agreement, and shall take all reasonable confidentiality measures. The information shall not be provided to any third party unrelated to the performance of this agreement.
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Intellectual Property and Trade Secrets. Each Shareholder acknowledges that the Corporations Intellectual Property and Trade Secrets including by not limited to software and hardware designs, trade secrets, processes, methods, and any other related technical information, business strategies and plans, business correspondence, contracts, customer lists, potential customer lists of the Corporation and any other matters designated by the written consent of all Shareholders are valuable assets. Unless he or she obtains the written consent of holders of 81% of the issued and outstanding shares of the Corporation, each Shareholder agrees never to disclose to any individual and organization, except in authorized connection with the business of the Corporation, any Intellectual Property, Trade Secret or other matter referred to in this paragraph while the Shareholder holds, or has the control of, any shares of the Corporation, or at any later time.
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Intellectual Property and Trade Secrets. The Intellectual Property and Trade Secrets is and shall remain at all times the sole and exclusive property of IAFN. The Intellectual Property and Trade Secrets may be used by the Chapter of IAFN if and only if such use is made pursuant to the terms and conditions of this limited and revocable license. Any failure by Chapter to comply with the terms and conditions contained herein, whether willful or negligent, may result in the immediate suspension or revocation of this Agreement by IAFN. Failure to comply, whether willful or negligent, also may result in the suspension or revocation of the charter of the Chapter by IAFN. The interpretation and enforcement (or lack thereof) of these terms and conditions, and compliance therewith, shall be made by IAFN in its sole discretion. Chapters may not alter or republish as their own any of IAFN’s Intellectual Property. Intellectual Property must be used by the Chapter in a professional manner and solely for official Chapter related purposes. Chapter shall not permit any third party to use the Intellectual Property without IAFN’s prior written approval. In any authorized use by Chapter of the Intellectual Property, Chapter shall ensure that the applicable trademark and copyright notices are used pursuant to the requirements of United States law and any other guidelines that IAFN may prescribe. IAFN may request the signing of Copyright Assignment or other appropriate documents before the use of Intellectual Property. IAFN reserves the right to request samples of use of the Intellectual Property from which it may determine compliance with these terms and conditions. IAFN also reserves the right to prohibit use of any of the Intellectual Property, as well as to impose other sanctions, if it determines, in its sole discretion, that Chapter’s usage thereof is not in strict accordance with the terms and condition of this limited and revocable Agreement.
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Intellectual Property and Trade Secrets. The Company owns or possesses sufficient rights to use all owned or in-licensed patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (including all goodwill associated with the foregoing) (collectively, “Intellectual Property”) material to the conduct of its business as presently conducted or currently proposed to be conducted in the Registration Statement and the Prospectus. Except as described in the Registration Statement and the Prospectus, to the knowledge of the Company, the Company has not materially infringed, misappropriated or otherwise violated any Intellectual Property of any person and the conduct of its business as presently conducted or as proposed to be conducted in the Registration Statement and the Prospectus does not and will not infringe, misappropriate or otherwise violate any Intellectual Property of any person. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or except as described in the Registration Statement and the Prospectus, there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim (i) challenging the Company’s rights in or to, or alleging the violation of any of the terms of, any of its Intellectual Property; (ii) alleging that the Company has infringed, misappropriated or otherwise violated or conflicted with any Intellectual Property of any third party; or (iii) challenging the validity, scope or enforceability of any Intellectual Property owned by or exclusively licensed to the Company. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or except as described in the Registration Statement and the Prospectus, (w) all Intellectual Property owned by or licensed to the Company (1) is, to the knowledge of the Company, valid and enforceable, (2) is solely owned by or, licensed or co-licensed by the Company, and (3) is owned free and clear of all liens, encumbrances, defects and other restrictions, and (x) to the knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any Intellectual Property owned by or exc...
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Related to Intellectual Property and Trade Secrets

  • 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.

  • Intellectual Property Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Intellectual Property Protection The Group Companies shall establish and maintain appropriate intellectual inspection system to protect the Proprietary Rights of the Group Companies. The Group Companies shall, and the Founders shall cause the Group Companies to fully comply with the laws and regulations in respect of the protection of the Proprietary Rights and refrain from infringing the Proprietary Rights of other parties. Ecommerce Company shall, and the other Warrantors shall procure Ecommerce Company to, use its best efforts to obtain as soon as possible and maintain the registration of the core trademarks used in the Business (including without limitation, the marks of “perfect diary”, “完美日记” and the combination of the foregoing) in the appropriate goods and services (including without limitation, cosmetics, cosmetics tools and advertisement). The Group Companies shall take all necessary or desirable actions to protect their trademarks, including initiating trademark petitions against any trademark applications filed by any third party for a trademark identical or similar to the Group Companies’ trademarks.

  • 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.

  • Patents and Intellectual Property Rights Recipients are subject to the Xxxx-Xxxx Act, 35 U.S.C. § 200 et seq, unless otherwise provided by law. Recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from federal financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14.

  • Intellectual Properties To the extent permissible under applicable law, all intellectual properties made or conceived by Employee during the term of this employment by Employer shall be the right and property solely of Employer, whether developed independently by Employee or jointly with others. The Employee will sign the Employer’s standard Employee Innovation, Proprietary Information and Confidentiality Agreement (“Confidentiality Agreement”).

  • Assignment of Intellectual Property Rights (a) Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof. (b) The assignment requirement in Section 15(a) shall not apply to an invention that Executive developed entirely on Executive’s own time without using Nucor’s equipment, supplies, facilities or Secret Information or Confidential Information except for those inventions that (i) relate to Nucor’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by Executive for Nucor. (c) Executive will, within 3 business days following Nucor’s request, execute a specific assignment of title to any Developments to Nucor Corporation or its designee, and do anything else reasonably necessary to enable Nucor Corporation or its designee to secure a patent, copyright, or other form of protection for any Developments in the United States and in any other applicable country. (d) Nothing in this Section 15 is intended to waive, or shall be construed as waiving, any assignment of any Developments to Nucor implied by law.

  • Intellectual Property Rights and Ownership 5.1. You acknowledge that all Intellectual Property Rights (including any new Intellectual Property Rights) arising out of or in connection with the Access Products and associated Documentation, belong at all times to Us or Our licensors. 5.2. Nothing in this Agreement shall transfer any Intellectual Property Rights in or arising from Access Products or Documentation to You but that these shall remain vested in Us or Our licensors. No rights to use any such Intellectual Property are granted, except as expressly stated in these Terms and Conditions or the relevant Statement of Work. If, notwithstanding this, any Intellectual Property Rights in or arising from the Access Product and/or Documentation are acquired by You (including any new Intellectual Property Rights), You hereby assign (and to the extent that any such Intellectual Property Rights are not capable of such assignment, agree to hold on trust) and agree to do all such things and sign all such documents as We may reasonably require in respect of the assignment of all such Intellectual Property Rights to Us or Our licensors as may be appropriate. 5.3. Subject to clauses 5.6 and 5.7, We will indemnify You against all direct costs, claims, demands, expenses (including reasonable legal costs) and liabilities of whatever nature incurred by or awarded against You arising out of or in connection with any claim that Your use of the Access Product(s) any Documentation, information, data, computer facilities or material that We supply, infringes a third party’s Intellectual Property (Infringement Claim). 5.4. We warrant that We are not aware that the Access Product(s) any Documentation, information, data, computer facilities or material that We supply, or Your use of the same in accordance with the terms of this Agreement, will infringe any third party’s Intellectual Property Rights but We have not carried out any investigation into the same. We shall indemnify You against all direct costs, claims, demands, expenses (including reasonable legal costs) and liabilities of whatever nature incurred by or awarded against You arising out of or in connection with any breach of the warranty contained in this clause. 5.5. If an Infringement Claim is alleged or threatened against either You or Us, or if We believe that the Access Product or the Documentation or any part thereof may infringe any third party’s copyright or registered patent (effective at the date of this Agreement), We may, at Our sole option, (i) procure such licence, authorisation or consent as is necessary to enable Your continued use of the Access Product and/or the Documentation; (ii) modify or replace the same as necessary to avoid infringement without any material adverse effect to the functionality of the Access Product; or (iii) terminate this Agreement and/or the affected Statement of Work and refund an amount equal to the unused portion of any Annual Licence Fees pre-paid in respect of such Software (as the case may be) to You. 5.6. You shall permit Us to have access upon reasonable Notice during the Licence Term to inspect during Business Hours the premises and the Customer System at or on which the Software is being kept or used, and any records kept pursuant to the Licence, for the purposes of ensuring that You are complying with the terms of this Agreement. In carrying out such an inspection We will comply with any reasonable restrictions You require, and We will only request such an inspection where We believe We have reasonable cause to do so. In the event that You have unauthorised copies of the Software, without prejudice to any other rights or remedies that We may have, You shall pay an additional fee to Us in respect of any such unauthorised copies calculated by reference to the standard list price prevailing at the date of invoice in respect of such Software. 5.7. Without prejudice to clause 5.8, We shall only be liable under the terms of this Agreement for an Infringement Claim or alleged Infringement Claim if (i) You promptly notify Us of any infringement or alleged infringement of which You are aware, or ought reasonably to have been made aware of; (ii) You make no admission as to liability or agree any settlement of such claim without Our prior written consent; (iii) You allow Us (or a relevant third party supplier), at Our expense, to conduct and/or settle all negotiations and litigation arising from any claim or action relating to the alleged infringement; and (iv) You, at Our expense, give Us (or a relevant third party supplier) such reasonable assistance as may berequested in such settlement or negotiation. 5.8. We shall have no liability for any Infringement Claim or alleged Infringement Claim to the extent such claim arises from (i) possession, use, development, modification, or operation of the Access Product or part thereof by You other than in accordance with the terms of this Agreement, the relevant Statement of Work or the Documentation; (ii) failure by You to take any reasonable corrective action directed by Us (including using an alternative, non-infringing version of the Access Products); or (iii) is based upon any item provided by You and incorporated into the Access Product(s) or used in combination with the Access Product(s) at Your request.

  • Ownership and Intellectual Property Rights 1. This Agreement gives you limited rights to use the Software. Syncro retains any and all rights, title and interest in and to the Software and all copies thereof, including copyrights, patents, trade secret rights, trademarks and other intellectual property rights. All rights not specifically granted in this Agreement, including International Copyrights, are reserved by Syncro. The structure, organization and code of the Software are valuable trade secrets and confidential information of Syncro.