INTELLECTUAL PROPERTY ASSETS NECESSARY FOR THE BUSINESS Sample Clauses

INTELLECTUAL PROPERTY ASSETS NECESSARY FOR THE BUSINESS. (1) Tunes owns, or is licensed or otherwise entitled to exercise all rights in Intellectual Property Assets employed in the operation of the business of Tunes as currently conducted or as currently proposed to be conducted including, without limitation, (i) rights in the All-Music Guide or similar resources; (ii) computer software (including, without limitation, software for the so-called Rating and Recommendation Engine or RARE, automated music encoding, compact disk cataloging and imaging, order fulfillment or customer support, CGI technology, and music search engines); (iii) compact disk catalogues, tables of contents (TOCs), and other music databases, (iv) performance, reproduction, or display rights in musical compositions, sound recordings, artwork (including album art, liner notes, and other collateral works), charts, and music databases, including, without limitation, rights relating to any Performance Rights Society, Artists Guild, or other Music Rights Holder; and (v) the musical compositions, sound recordings, artwork (including album art, liner notes, and other collateral works), charts, music databases, and computer software code employed at the web site "xxx.xxxxx.xxx." Tunes is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all material liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use all of the Intellectual Property Assets without payment to any third party (including, without limitation, any Performance Rights Society, Artists Guild, or other Music Rights Holder). (2) All of the former and current employees and officers of Tunes (including, without limitation, Xxxxxx Xxxxxxxx and Xxxxx Xxxxxxxx) have executed valid and binding agreements with Tunes which assign to Tunes all rights to all Intellectual Property Assets created or discovered by such employee or officer in the course of employment with Tunes. No employee, officer, or director of Tunes has entered into any contract, obligation, promise, commitment, undertaking or understanding (whether oral, written, express or implied) that restricts or limits in any way the scope or type of work in which such employee, officer, or director may be engaged or requires such employee, officer, or director to transfer, assign, or disclose information concerning his or her work to any party other than Tunes.
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INTELLECTUAL PROPERTY ASSETS NECESSARY FOR THE BUSINESS. JAMtv owns, or is licensed or otherwise entitled to exercise, all rights in JAMtv Intellectual Property Assets employed in the operation of the business of JAMtv as currently conducted or as currently proposed to be conducted.
INTELLECTUAL PROPERTY ASSETS NECESSARY FOR THE BUSINESS. The Intellectual Property Assets are all those necessary for the operation of the Business as currently conducted. Each of the Companies is the owner of all right, title, and interest in and to each of their respective Intellectual Property Assets, free and clear of all Encumbrances, and has the right to use without payment to a third party all of the Intellectual Property Assets. All Intellectual Property Assets acquired from a third party by either of the Companies are subject to a valid, written assignment from the creators or developers of such Intellectual Property Assets, which assignments have been properly recorded in the appropriate

Related to INTELLECTUAL PROPERTY ASSETS NECESSARY FOR THE BUSINESS

  • Know-How Necessary for the Business The Intellectual Property Rights are all those necessary for the operation of the Company’s businesses as it is currently conducted or as represented, in writing, to the Purchasers to be conducted. The Company is the owner of all right, title, and interest in and to each of the Intellectual Property Rights, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use all of the Intellectual Property Rights. To the Company’s knowledge, no employee of the Company has entered into any contract that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than of the Company.

  • Intellectual Property Assets Priveco and its subsidiaries own or hold an interest in all intellectual property assets necessary for the operation of the business of Priveco and its subsidiaries as it is currently conducted (collectively, the “Intellectual Property Assets”), including: (i) all functional business names, trading names, registered and unregistered trademarks, service marks, and applications (collectively, the “Marks”); (ii) all patents, patent applications, and inventions, methods, processes and discoveries that may be patentable (collectively, the “Patents”); (iii) all copyrights in both published works and unpublished works (collectively, the “Copyrights”); and (iv) all know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans, drawings, and blue prints owned, used, or licensed by Priveco and its subsidiaries as licensee or licensor (collectively, the “Trade Secrets”).

  • Intellectual Property Matters A. Definitions

  • 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”).

  • 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.

  • Pre-Existing Intellectual Property Each Party shall retain ownership of its respective Pre-Existing Intellectual Property. The Contractor grants the State a perpetual, irrevocable, non-exclusive, royalty free license for Contractor’s Pre-Existing Intellectual Property that are incorporated in the products, materials, equipment, deliverables, or services that are purchased through the Contract.

  • 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 Ownership We, our affiliates and our licensors will own all right, title and interest in and to all Products. You will be and remain the owner of all rights, title and interest in and to Customer Content. Each party will own and retain all rights in its trademarks, logos and other brand elements (collectively, “Trademarks”). To the extent a party grants any rights or licenses to its Trademarks to the other party in connection with this Agreement, the other party’s use of such Trademarks will be subject to the reasonable trademark guidelines provided in writing by the party that owns the Trademarks.

  • Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • 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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