Intellectual Property Developed by the Company Sample Clauses

Intellectual Property Developed by the Company. Subject to the provisions of Section 9.2 hereof, the Company shall own and hold in its own name all Intellectual Property created, developed or acquired by the Company. Subject to the provisions of Section 9.2 hereof, the Company shall not license or sell any of its Intellectual Property to any Person except with the prior approval of Members holding a Supermajority Interest.
Sample 1Sample 2
AutoNDA by SimpleDocs
Intellectual Property Developed by the Company. (a) All methodologies, templates, software, and other intellectual property developed by the Company or its agents (except for the Templates and any other intellectual property licensed to the Company under Section 8.1 or Section 8.2), will be and remain the property of the Company, and the Management Committee will take all actions necessary or useful, in its judgment, to protect such intellectual property. (b) the Company will, upon request of a Member, * * * to each Member which * * * will require * * *. (c) The Company will not assign or license any methodologies, templates, software, or other intellectual property developed by the Company or its agents in which the Company has ownership rights of which the primary component, in the reasonable judgment of the Management Committee, are instruction sets or other computer code that are copied from or are directly derived (i.e., without a significant investment of effort or originality) * * * one of the Initial Members without the approval of such Initial Member. (d) Each Member, upon request of the Company, will grant to the Company a non-assignable or sub-licensable license of any or all of the methodologies, templates, software, and other intellectual property developed by such Member or its agents that are directly or indirectly derived from intellectual property licensed to such Member by the Company.
Sample 1Sample 2
Intellectual Property Developed by the Company. All intellectual property developed by the Company at or through the use of the Transfer Station and Drop- Box Sites or otherwise in connection with the performance of the Contract Services shall be owned by the Company subject to the terms and conditions of this Section, and is hereby licensed to the County on a non-exclusive cost free, perpetual basis for use by the County and any successor operator of the Transfer Station and Drop-Box Sites (but, with respect to any successor operator, only in connection with the operation of the Transfer Station and Drop- Box Sites). Such intellectual property shall include technology, inventions, innovations, processes, know-how, formulas and software, whether protected as proprietary information, trade secrets, or patents. The County shall have an irrevocable, perpetual and unrestricted right to use such intellectual property for the purposes of operating the Transfer Station or Drop-Box Sites, whether before or following the Termination Date. The County shall not license, transfer or otherwise make available such intellectual property to any third party without the written consent of the Company, which consent is hereby granted for purposes of operating the Transfer Station and Drop-Box Sites following the Termination Date. The County’s use of any such intellectual property for purposes other than in connection with the Transfer Station and Drop-Box Sites shall be at its own risk and the Company shall have no liability therefor.
Sample 1
Intellectual Property Developed by the Company. Any Intellectual Property that will be developed by the Company shall be legally owned by the Company and where appropriate or desirable registered in its name. The Company shall grant licences in respect of any such Intellectual Property to Fugro or CGG or any of their Affiliates, as the case may be, at their request and at arm’s length commercial terms and conditions.
Sample 1
Intellectual Property Developed by the Company. All intellectual property developed by the Company in connection with the Design-Build Work shall be owned by the Company subject to the terms and conditions of this Section and Section 4.18 (Deliverable Materials), and is hereby licensed to SRWA on a non-exclusive, cost free, perpetual basis for use by SRWA on the Project and for other SRWA authorized purposes. Such intellectual property shall include technology, inventions, innovations, processes, know-how, formulas and software, whether protected as proprietary information, trade secrets, or patents. SRWA shall have an irrevocable, perpetual, royalty-free and unrestricted right to use, reuse, reproduce, publish, display, broadcast and distribute such intellectual property, and to prepare derivative and additional documents based on such intellectual property, for use on the Project or for any other SRWA authorized purpose, whether before or following the Termination Date. Neither SRWA nor the Company shall license, transfer or otherwise make available such intellectual property to any third-party for remuneration except with the consent of the other, which consent may be conditioned upon mutual agreement as to the sharing of any such remuneration; provided, however, that SRWA may transfer and make available to the Cities and TID all such intellectual property for their respective use to the same extent and subject to the same restrictions as govern use by SRWA under this Section. The use by SRWA, TID, or either City of any such intellectual property for purposes other than in connection with the Project shall be at their own risk and the Company shall have no liability therefor. NEGOTIATED FIXED PRICE WORK
Sample 1
Intellectual Property Developed by the Company. All intellectual property developed by the Company at or through the use of the Managed Assets or otherwise in connection with the performance of the Contract Services shall be owned by the Company subject to the terms and conditions of this Section, and is hereby licensed to the Borough on a nonexclusive cost free, perpetual basis for use by the Borough and any successor operator of the Managed Assets and the Collection System (but, with respect to the Borough or any successor operator, only in connection with the Managed Assets and the Collection System). Such intellectual property shall include tech nology, inventions, innovations, processes, know-how , formulas and software, whether protected as proprietary information, trade secrets, or patents.
Sample 1
Intellectual Property Developed by the Company. (a) All methodologies, templates, software, and other intellectual property developed by the Company or its agents (except for the Templates and any other intellectual property licensed to the Company under Section 8.1 or Section 8.2), will be and remain the property of the Company, and the Management Committee will take all actions necessary or useful, in its judgment, to protect such intellectual property. (b) the Company will, upon request of a Member, * * * Company * * * to each Member which * * * will require such Member * * * the Company * * *. (c) The Company will not assign or license any methodologies, templates, software, or other intellectual property developed by the Company or its agents in which the Company has ownership rights of which the primary component, in the reasonable judgment of the Management Committee, are instruction sets or other computer code that are copied from or are directly derived (i.e., without a significant investment of effort or originality) * * * the Company * * * one of the Initial Members without the approval of such Initial Member. (d) Each Member, upon request of the Company, will grant to the Company a non-assignable or sub-licensable license of any or all of the methodologies, templates, software, and other intellectual property developed by such Member or its agents that are directly or indirectly derived from intellectual property licensed to such Member by the Company.
Sample 1
AutoNDA by SimpleDocs

Related to Intellectual Property Developed by the Company

  • 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 and Industrial Property Rights (a) Except to the extent expressly provided herein, each party shall continue to own its intellectual and industrial property rights without conferring any interests therein on the other party and neither the Supplier nor any third party shall acquire any right, title or interest in any intellectual or industrial property rights of any company within the ASSA ABLOY Group. (b) Regardless of the above, all intellectual property rights with regard to and for the Products, including but not limited to, drawings, designs, models, calculations, tools etc. that are provided by the Purchaser or are created by the Supplier in connection with this Purchase Agreement, shall vest in and exclusively belong to the Purchaser. The Supplier shall, where necessary, take all actions required to ensure that Purchaser receives the rights referred to herein. (c) To the extent that the Products may be protected by intellectual property rights owned by the Supplier, or the Supplier's licensors, the Supplier hereby grants to the Purchaser, a perpetual, worldwide, non-exclusive, irrevocable, fully paid-up, royalty-free license, including the right to grant sub-licenses, under all such intellectual property rights to: (i) use the Products; (ii) integrate the Products into Purchaser's own Products; (iii) sell, offer for sale, import and export the Products. (d) Without limiting the generality of clause 5(a) and except as may otherwise be expressly provided for herein, the Supplier agrees that it shall not without the prior written consent of the Lead Purchaser use the trademark "ASSA ABLOY" or any other trademark of any company within the ASSA ABLOY Group for any purposes whatsoever. (e) To the extent the Products include software (“Software”), the Supplier hereby grants to the Purchaser in perpetuity (or for the maximum period foreseen by applicable law) a non-exclusive, royalty- free, world-wide, unlimited (also with respect to number of users) licence over the Software including without limitation any permanent or temporary reproduction or modification of the Software reasonably required for these purposes, at a charge included in the price of the Products for the purposes of installing, testing, configuring, putting into service, operating, using, developing, modifying, selling, maintaining, adjusting and repairing the Products. The Purchaser shall be permitted to create a reasonable quantity of back-up copies of the Software. (f) For at least the period under this Purchase Agreement during which the Supplier has agreed to supply spare parts for the Products, the Supplier shall continue to maintain the Software and offer licences to the Software, in the same format and version as made available hereunder, to the Purchaser. During the same period of time, the Supplier will also free of charge offer to the Purchaser all updates offered to its other clients for the Products, including without limitation any related support, maintenance or consultancy services provided free of charge to such other clients. It is acknowledged that the Purchaser may accept or refuse the offer of such updates at its sole discretion without limiting any right or remedy available hereunder.

  • 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 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.

  • Joint Intellectual Property 9.1 University agrees to not Implement any Joint Intellectual Property for any purpose other than educational, experimental or research purposes. In consideration of University not Implementing the Joint Intellectual Property except for the limited purposes set forth in this paragraph, Company agrees to Implement any Joint Intellectual Property only in accordance with a license agreement to be entered into by Company and University with respect to the Implementation of such Joint Intellectual Property. Company shall pay to University, in connection with such Implementation, a compensatory royalty in accordance with such license agreement to be agreed by the Parties. 9.2 University agrees to not grant to any third party a license to Implement its rights in the Joint Intellectual Property without Company’s prior written consent. Notwithstanding anything contrary herein provided, University may grant to a third party a license to use the Joint Intellectual Property without Company’s prior written consent in the following cases: (i) if Company fails to execute a license agreement with University pursuant to Article 9.1 without any reasonable cause within three years from the Completion Date, or otherwise seeks to Implement any such Joint Intellectual Property other than pursuant to any such license agreement; or (ii) if Company fails to pay any compensatory royalty in accordance with the license agreement entered into pursuant to Article 9.1. 9.3 Company may grant a third party a non-exclusive license to the Joint Intellectual Property provided that Company first executes a license agreement with University setting forth, among other matters, the allocation of any license fee or royalty received from any such third party as between the Parties. 9.4 Unless otherwise provided in this Agreement, neither Party may transfer, grant a security interest in, grant a license to or otherwise dispose of its right, title or interest in or to the Joint Intellectual Property to any third party without the prior written consent of the other Party. 9.5 Each Party shall notify the other Party in writing before abandoning its right, title or interest in and to any Joint Intellectual Property.

  • Intellectual Property/Work Product Ownership All data, technical information, materials first gathered, originated, developed, prepared, or obtained as a condition of this agreement and used in the performance of this agreement -- including, but not limited to all reports, surveys, plans, charts, literature, brochures, mailings, recordings (video or audio), pictures, drawings, analyses, graphic representations, software computer programs and accompanying documentation and printouts, notes and memoranda, written procedures and documents, which are prepared for or obtained specifically for this agreement, or are a result of the services required under this grant -- shall be considered "work for hire" and remain the property of the State of Vermont, regardless of the state of completion unless otherwise specified in this agreement. Such items shall be delivered to the State of Vermont upon 30- days notice by the State. With respect to software computer programs and / or source codes first developed for the State, all the work shall be considered "work for hire,” i.e., the State, not the Party (or subcontractor or sub-grantee), shall have full and complete ownership of all software computer programs, documentation and/or source codes developed. Party shall not sell or copyright a work product or item produced under this agreement without explicit permission from the State of Vermont. If Party is operating a system or application on behalf of the State of Vermont, Party shall not make information entered into the system or application available for uses by any other party than the State of Vermont, without prior authorization by the State. Nothing herein shall entitle the State to pre-existing Party’s materials. Party acknowledges and agrees that should this agreement be in support of the State's implementation of the Patient Protection and Affordable Care Act of 2010, Party is subject to the certain property rights provisions of the Code of Federal Regulations and a Grant from the Department of Health and Human Services, Centers for Medicare & Medicaid Services. Such agreement will be subject to, and incorporates here by reference, 45 CFR 74.36, 45 CFR 92.34 and 45 CFR 95.617 governing rights to intangible property.

  • Industrial or Intellectual Property Rights The Borrower shall ensure that all Goods and Works procured (including without limitation all computer hardware, software and systems, whether separately procured or incorporated within other goods and services procured) do not violate or infringe any industrial property or intellectual property right or claim of any third party.

  • Existing Intellectual Property Other than as expressly provided in this AGREEMENT, neither PARTY grants nor shall be deemed to grant any right, title or interest to the other PARTY in any PATENT, PATENT APPLICATION, KNOW-HOW or other intellectual property right owned or CONTROLLED by such PARTY.

  • 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 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!