Intellectual Property Data Sample Clauses

Intellectual Property Data. Ford Pro retains all right, title, and interest in and to all Intellectual Property (including the Software) and Data (other than certain Information and PII as set forth below) used in connection with the Software or the Subscriptions. Subject to these T&Cs, throughout the Term, Ford Pro hereby grants to Customer a fully paid- up, non-exclusive, non-transferable, revocable, time-limited license to such Intellectual Property and Data solely to the extent necessary for Customer to use the Software during the Term as specified in these T&Cs and the Subscription Services T&Cs. Certain Data may be provided under Intellectual Property licenses from third-parties and is subject to copyright or other Intellectual Property rights of such third parties. Customer may be held liable for any unauthorized copying or disclosure of such third-party-supplied Data. In furtherance of the foregoing and including as specified in the Subscription Services T&Cs, Ford Pro may collect certain Data from Customer in connection with the Software and Hardware, 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 the Software and Hardware 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 Software and Hardware operate may differ from what is provided or expected from such Data. Customer shall exercise reasonable judgment in Customer’s use of any Data under these T&Cs. Customer further acknowledges that certain Data may contain PII, including PII gathered from the operation of certain EVs (including GPS and other connected interfaces). Prior to being transferred to customers, Data will be adapted to exclude PII. It is the sole responsibility of Customer to (a) notify any Operator that Data may be collected and of the type and nature of that Data, and (b) obtain all necessary consents for Ford Pro’s collection and use, as described in these T&Cs of such Data as required by Applicable Law and these T&Cs, including, in each case, as applicable to any PII contained therein (collectively, “Consents”). Customer shall indemnify Ford Pro pursuant to the provisions of Section 4(c) and will hold harmless Ford Pro for any failure by Customer ...
Sample 1
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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.
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.
Sample 1
Intellectual Property Data 
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Related to Intellectual Property Data

  • 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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