Intellectual Property (IP). Seller expressly warrants that there has been no violation, misappropriation or infringement of any trade secret, patent, trademark, copyright, or other third party property right (including without limitation, any violation of a third party license) in any way connected with or arising out of the furnishing of the goods and/or services specified in this Purchase Order. Seller shall indemnify, defend, and save Company harmless against such claims related to any idea, work of authorship, design, program, process, or other IP provided by Seller to Company under this Purchase Order or created by the Seller under this Purchase Order. Any of the foregoing IP created by Seller under this Purchase Order shall be considered “works for hire” and are the property of Company. Seller shall promptly disclose in writing all such IP to Company. Seller shall assist Company, if Company decides to perfect its title in any of said IP, as well as assist in Company’s defense of said IP; at Company’s expense. Notwithstanding any other provision herein to the contrary, Seller or applicable third-party owner shall retain all rights of ownership and title in its respective firmware and software, including all copyrights relating to such firmware and software and all copies of such firmware and software. Except as otherwise provided herein, Company is hereby granted a nonexclusive, irrevocable, royalty free license to use firmware and software, and copies of firmware and software, incorporated into the goods only in conjunction with such goods. Company’s use of certain firmware (as specified by Seller) and all other software shall be governed exclusively by Seller’s and/or third-party owner’s applicable license terms.
Intellectual Property (IP). The Participant(s) represent and warrant that: (i) they have the right to use the “background” IP required for the Project, and to commercialize any “foreground” IP; and (ii) the terms for intellectual property matters relating to or arising from the Project are described in Schedule “D” – Intellectual Property Term Sheet.
Intellectual Property (IP). 6.1. The Charity and the Host Institution agree that all rights, title and interest in or to any information, data, reports, documents, procedures, forecasts, technology, know-how and any other intellectual property rights whatsoever owned by the Charity or the Host Institution prior to the period of grant shall remain the property of that party.
6.2. All intellectual property rights arising as a result of activity funded by the grant (the ‘IP Rights’) shall, in the first instance, vest in the Host Institution. The Host Institution shall be responsible for ensuring that contracts of employment and other such terms of engagement relating to the research personnel provide for automatic and immediate vesting in the Host Institution of the IP Rights.
6.3. The Host Institution undertakes that it shall not enter into any arrangement with another funder, sponsor or other person or body relating to the Research, such that any third party shall have any proprietary interest in the IP Rights, without the prior written approval of the Charity.
6.4. The Charity is under an obligation to ensure that the useful results of research that it funds (whether in whole or in part) are applied for the public good. In some circumstances, this obligation may be best achieved through the protection of intellectual property and commercial exploitation. The Host Institution must also prioritise the delivery of public benefit, with no excessive private or personal benefit.
6.5. None of the IP Rights may be exploited, sold, assigned or otherwise be disposed of or purported to be disposed of, without the prior written agreement of the Charity (such agreement not to be unreasonably withheld or delayed). The Charity will only refuse the Host Institution’s request where it considers that the proposed commercial exploitation would run counter to its interests and charitable objectives.
6.6. The Host Institution must have procedures in place for the identification, protection, management and exploitation of the IP Rights. As a condition of granting consent, the Charity will require the Host Institution to accept the standard revenue and equity sharing terms of the Charity.
6.7. The Charity’s standard revenue and equity sharing terms include the provision that all revenue received from the commercial exploitation of the IP Rights, after legal costs, any applicable taxes and other incidental expenses incurred directly in connection with the exploitation of the IP Rights (‘Net Revenue’) shall ...
Intellectual Property (IP) a. The Client represents and warrants that: (i) it has the right to use the “background” IP required for the Project, and to commercialize Project Intellectual Property; and (ii) any agreements governing intellectual property matters relating to or arising from the Project are identified and described in Schedule “D” – Intellectual Property Agreement/Term Sheet.
b. Ownership and exploitation of the Project Intellectual Property and the ownership of Project Intellectual Property Rights therefor, will remain in Canada until the fifth (5th) anniversary of the end of the Term unless otherwise agreed to by the Administrators. Notwithstanding the foregoing, the Client may grant any right or license to any of the Project Intellectual Property without the prior written consent of the Administrators, (i) to an affiliated entity, (ii) in the context of commercialization of the Project Intellectual Property or (iii) in respect of an end-user licensee in conjunction with the sale of products that incorporate the Project Intellectual Property.
c. The Client shall take appropriate steps to protect and enforce the Project Intellectual Property, provided that, for greater certainty, the Client shall in its sole discretion decide if, when, how and where to apply for patent or other statutory protections for any Project Intellectual Property owned by it. The Client shall provide information to the Administrators in that regard, upon request.
d. The Client agrees that no Project asset purchased or developed with Funding provided hereunder, including, Project Intellectual Property, may be sold or disposed of contrary to the requirements imposed by the Administrators and/or the Funders.
Intellectual Property (IP). The Client represents and warrants that it has the right to use the “background” IP required for the Project, and to commercialize any “foreground” IP. Intellectual property derived from the Project is to be managed by the Client, and OCE does not claim intellectual rights in the Project outcomes. The funding recipient must be free to use, develop and exploit for commercial purposes without any third-party encumbrances, any intellectual property required to execute the Project.
Intellectual Property (IP). 2.2.1 A listing of all patents and patent applications encompassed by the term Patent Rights, including U.S. and foreign equivalents, with docket and status reports to be delivered to LICENSEE, within *** Business Days of the Effective Date.
2.2.2 Copies of file wrappers for the PFIZER Product Patent Rights will be Delivered to LICENSEE within *** calendar days of the Effective Date. Records will be provided electronically in non-proprietary format.
2.2.3 After entering into a Community of Interest Agreement, Pfizer will provide copies of all written searches, prior art, and written opinions of counsel related to the Patent Rights or Products.
2.2.4 LICENSEE shall inform PFIZER in writing within *** Business Days of the Effective Date the names of the outside counsel and foreign patent counsel selected to maintain and prosecute the Patent Rights. Upon receipt of the names of the outside counsel and foreign patent counsel PFIZER shall inform its outside patent counsel, and any annuity services, that transfer of responsibility for Patent Rights to LICENSEE’s counsel is permitted or that it has no objection to Pfizer’s outside patent counsel or annuity services representing Licensee in the future if they wish to do so. LICENSEE is responsible for all costs and expenses incurred for the Patent Rights *** days after the Effective Date.
Intellectual Property (IP). 4.1 The provisions of Circular HDL (2004)9 and any subsequent national or local guidance or policies in relation to the management of Intellectual Property will apply during students’ placement with the Practice. This guidance and resulting policies will include the arrangements for sharing with the innovator any income generated from the successful exploitation of IP and also the position regarding copyright. In this context, an innovator is defined as the person without whose intellectual contribution the development would not have taken place.
4.2 From time to time students may generate IP which may have value in the delivery of better patient care. This IP can be in the form of inventions, discoveries, surgical techniques or methods, developments, processes, schemes, formulae, specifications, or any other improvements which may give rise to certain rights such as patents, trademarks, service marks, design rights, copyright, know-how, trade or business names and other similar rights (all of the foregoing rights being referred to as “Intellectual Property Rights”).
Intellectual Property (IP). 2.8.1 We do not automatically take ownership of intellectual property that you create as part of your studies or your research. However, in some circumstances, we will need you to transfer intellectual property to UCKM or a third party. This will sometimes be necessary before you can participate in a specific project, for example if a third party is funding research or other work.
2.8.2 Teaching and learning materials such as lecture notes, slides, hand-outs, recorded lectures and electronic resources are provided to you only for your own private study purposes. You must not use them for any other purpose, share them with anyone else who is not on your course or make them public (including by uploading them to an internet site or social media platform) without prior confirmation from us that your proposed use is authorised or permitted by the owner or licensee of the legal rights in the materials.
Intellectual Property (IP). 12.1 Intellectual Property Rights shall mean all patents, rights to inventions, copyright and related rights, moral rights, trademarks, rights in designs, rights in computer software, database rights and other intellectual property rights.
12.2 Unless agreed otherwise, you shall own any intellectual property you generate and provide to the ICMT during your course.
12.3 If you develop intellectual property, including an invention, discovery, materials, product, process, or any other potentially valuable result or innovation, with material input from the ICMT's academic staff, the ICMT resources, or as part of a collective project, you will be required to assign all rights in such intellectual property to the ICMT. The ICMT will not claim any intellectual property developed by you in circumstances other than those in the Intellectual Property Rights Policy: Students >
Intellectual Property (IP). 5.1 Unless otherwise specified in the Specification, title to and intellectual property rights in all new contract material will vest in the Purchaser in accordance with clauses 5.2 and 5.3.
5.2 Title to any IP created under and as a product of this Contract (“New IP”), excluding any pre-existing IP of the Service Provider (“Service Provider IP”) or any third party (“Third Party IP”) will upon its creation be transferred to the Purchaser without need for further assurance.
5.3 This Contract does not affect or transfer rights over Service Party IP or Third Party IP but the Service Provider grants, and will ensure that relevant third parties grant to the Purchaser a paid up non-exclusive, non-transferable licence (where such is incorporated into the contract material) in respect of the Service Provider IP and the Third Party IP:
5.3.1 to use, reproduce and adapt the same for its own use; and
5.3.2 to perform any other act with respect to copyright; and
5.3.3 to manufacture, sell, hire or otherwise exploit a product or process or to provide a service or to licence a third party to do any of those things in respect of, the Service Provider IP and the Third Party IP.
5.4 Upon the expiration or earlier termination of this Contract, the Service Provider will deliver to the Purchaser all records, contract material and all copies of it (other than to the extent that the Service Provider reasonably requires to retain sufficient documentation to support any advice, report, or opinion the Service Provider may provide to the Purchaser), and if necessary, transfer or have transferred any New IP to the Purchaser.
5.5 The Service Provider will ensure that contract material and records are used, copied, supplied or reproduced only for the purposes of this Contract.
5.6 Prior to commencing work in relation to the contract material, the Service Provider will obtain from every person who may create New IP in the course of this Contract (whether an employee or otherwise), and provide to the Purchaser, a written assignment from that person to the Purchaser of any New IP which they generate will vest in and be owned by the Purchaser.
5.7 If any contract material is produced or reproduced in an electronic format, the Service Provider must deliver it to the Purchaser in a format approved in writing by the Purchaser.
5.8 If any contract material is produced or reproduced in an electronic format or stored electronically, the Service Provider must not store it on a foreign computer w...
