Intellectual Property Data Sample Clauses

Intellectual Property Data. Ford Pro (a) is or will be the sole and exclusive owner of all right, title and interest in and to all Intellectual Property and Data (other than certain Information and PII as set forth below) related in any way to the Hardware and related services, including Covered Installation Services (and the Engineered Design) and Maintenance Services, and (b) solely to the extent necessary or appropriate in connection with the provision of Hardware and related services as specified in these T&Cs, hereby grants to Customer, subject to its compliance with these T&Cs, a fully paid-up, non-exclusive, transferable, irrevocable license to such Intellectual Property and Data solely to the extent necessary for Customer to use the Hardware and receive the related services as specified in these T&Cs. In furtherance of the foregoing, Ford Pro may collect certain Data from Customer in connection with the Hardware and related services, for which Ford Pro is the sole and exclusive owner, and Customer expressly consents to Ford Pro’s collecting, Processing, disclosing and commercializing of such Data (other than certain Information and PII as set forth below) collected by Ford Pro for Ford Pro’s Business. To the extent Ford Pro provides any such Data collected from Customer to Customer, Customer agrees that the Data is provided for planning purposes only, and that various conditions in which Customer’s Hardware operates may differ from what is provided or expected from such Data, and Customer shall exercise reasonable judgment in Customer’s use of any such Data. Customer further acknowledges that certain Data may contain PII, including PII gathered from the provision of Hardware and related services and operation of such Hardware. Prior to being transferred to any third party, including any customer of Ford Pro, Data will be adapted to exclude PII. It is the sole responsibility of Customer to (i) notify any Operator that Data and PII may be collected and of the type and nature of that Data and PII, and (ii) obtain all necessary consents for Ford Pro’s collection and use, as described in these T&Cs, of such Data and PII as required by Applicable Law and these T&Cs (collectively, “Consents”). Customer shall indemnify Ford Pro pursuant to the provisions of Section 6(d) and will hold harmless Ford Pro for any failure by Customer to obtain such necessary Consents. All ownership, right, title and interest in and to all Information regarding a Party or its Affiliates shall be the sole a...
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Intellectual Property Data. (a) Section 4.14(a) of the Disclosure Schedule contains a true, correct and complete list of all Registered Intellectual Property owned or purported to be owned by the Group Companies as of the date hereof (the Intellectual Property set forth in Section 4.14(a) of the Disclosure Schedule, collectively, the “Company Intellectual Property”), which list indicates owner, countries, registration and application numbers and dates indicated for each. The Intellectual Property registrations set forth in Section 4.14(a) of the Disclosure Schedule (i) are in effect, subsisting, valid and enforceable and all governmental fees associated therewith and due as of the Closing Date have been paid in full, (ii) have not been cancelled, abandoned or otherwise terminated, and (iii) are not subject to any injunction or other specific judicial or administrative order that restrict or impair their use. The Group Companies exclusively own all right, title and interest in and to the Company Intellectual Property, free and clear of all Encumbrances other than Permitted Encumbrances. All filings with any Governmental Authority or domain name registrar associated with the Company Intellectual Property and made or due before the Closing have been duly made. (b) Except for shrink-wrap licenses and other licenses for off-the-shelf software, Section 4.14(b) of the Disclosure Schedule sets forth a complete list of all licenses, sublicenses and other written agreements governing the use of Intellectual Property licensed from a Third Party and used in the conduct of the businesses of the Group Companies as of the date hereof under which a Group Company pays annual license fees in excess of $25,000 per year (“Licensed Intellectual Property”), true, correct and complete copies of which have been delivered or made available to Buyer. The Group Companies are not in material breach of or default under any Licensed Intellectual Property. (c) The Companies own, or have the right to use pursuant to a Contract, all Intellectual Property (including all Licensed Intellectual Property) necessary to enable the Group Companies and Buyer to conduct the businesses of the Group Companies immediately after the Closing in substantially the same manner as it is conducted by the Group Companies as of the date hereof. The consummation of the Transactions will not alter or impair any rights of any Group Company to any Intellectual Property. (d) Except as set forth in Section 4.14(d) of the Disclosure Schedule, (...
Sample 1
Intellectual Property Data. (a) Ford retains all right, title, and interest in and to all Intellectual Property (including all Intellectual Property contained in the Services), Data and Transformed Data (other than certain Information and PII as set forth below) used in connection with the Services. Certain portions of the Services may be provided under Intellectual Property licenses from third-parties and are subject to copyright or other Intellectual Property rights of such third parties. Company may be held liable for any unauthorized copying or disclosure of such third party-supplied materials. Ford may collect certain Data (other than certain Information and PII as set forth below) from Connected Vehicles that have been enrolled in Company’s Fleet Account pursuant to these T&Cs, for which Ford is the sole and exclusive owner, and Company expressly consents to Ford’s collecting and Processing of such Data and Xxxx’s disclosing and commercializing of any Data derived therefrom for Ford’s Business. Data will be processed and stored in the United States of America. Company further acknowledges that certain Data may contain PII, including PII gathered from the operation of Connected Vehicles (including GPS and other connected interfaces). To the extent any Data or Transformed Data contains PII traceable to Company or its Operators, Ford shall abide by Applicable Law governing protection thereof. Ford will be under no obligation to provide Transformed Data to Company if prohibited by Applicable Law. All ownership, right, title and interest in and to all Information regarding a Party and its Affiliates and PII shall be the sole and exclusive property of the Party providing or disclosing such Information or PII or, with respect to Information, to which the Information relates. Ford may create a de-identified set of any Data containing PII (which does not contain any Information or PII that could be used to determine that such Data is related to Company or its Operators) and use such Data for Ford’s Business. (b) To the extent Ford provides any Transformed Data to Company, Company agrees that the Transformed Data is provided for planning purposes only, and that various conditions in which Connected Vehicles operate may limit the availability of, or impact the accuracy of, such Transformed Data. Factors that may impact the availability and accuracy of Transformed Data include availability and strength of cellular coverage, wireless carrier outages and network interruptions, modem tamperin...
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Intellectual Property Data 
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Related to Intellectual Property Data

  • 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 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 Warranty CONTRACTOR represents and warrants that its performance of all obligations under this Contract does not infringe in any way, directly or contributorily, upon any third party’s intellectual property rights, including, without limitation, patent, copyright, trademark, trade secret, right of publicity and proprietary information.

  • Intellectual Property; Software Other than as set forth on Schedule 5.12: (a) There are no Copyrights, Patent Rights and Trademarks (including any assumed or fictitious names used by the Company within the previous two (2) years) owned by or licensed to the Company. (b) There is no Software owned by or licensed to the Company except for mass market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (c) The Company is not a party to Contracts which relate to: (i) any Copyrights, Patent Rights or Trademarks; (ii) any Trade Secrets owned by or licensed to the Company; and (iii) any Software, other than market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (d) The Company owns the entire right, title and interest in and to, or has the valid and enforceable right to use, the Intellectual Property and Software used in the Business as currently conducted, and to the Knowledge of Seller there is no other Intellectual Property necessary for the Company to conduct the Business as currently conducted. (i) No infringement, misappropriation or violation of any Intellectual Property, or any rights of publicity or privacy relating to the use of names, likenesses, voices, signatures or biographical information, of any other Person has occurred or results in any way from the operation of the Business or the use, sale or distribution of any Intellectual Property owned by or licensed exclusively to the Company; (ii) no claim of any infringement, misappropriation, violation or dilution of any Intellectual Property or any such rights of any other Person has been made or asserted in respect of the operation of the Business; (iii) no claim of invalidity of any Intellectual Property owned by the Company has been made by any other Person; (iv) no Proceedings are pending or, to the Knowledge of Seller, threatened that challenge the validity, ownership or use of any Intellectual Property owned by the Company; (v) the Company has not had notice of, and, to the Knowledge of Seller, there is no basis for, a claim against the Company that the operations, activities, products, Software, equipment or processes of the Business infringe, misappropriate, violate or dilute any Intellectual Property or any such rights of any other Person; and (vi) to the Knowledge of Seller, no Person infringes, misappropriates or violates any Intellectual Property owned or exclusively licensed by or to Seller, in each case except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • 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.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • 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 Matters A. Definitions

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