Intellectual Property Licensing Sample Clauses

Intellectual Property Licensing. In accordance with the terms of the Agreement, the Licenser agrees to grant the Licensee, and Licensee agrees to accept such grant of the right to use all or any part of the intellectual property rights set out in Annex 1 (hereinafter collectively referred to as “Intellectual Property Rights”) or to carry out business activities with these Intellectual Property Rights. The intellectual property license under the Agreement is non-exclusive, non-transferable and non-sub-licensable.
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Intellectual Property Licensing. Party A agrees to grant Party B a royalty-free license, for the purpose of the cooperation hereunder, to use certain trademarks, software copyrights, patents and other relevant intellectual properties held by Party A, in order to facilitate Party B’s operation of the commercial real estate businesses. The details of such intellectual property licensing can be found in the Intellectual Property Licensing Agreement.
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Intellectual Property Licensing. Vendor warrants that it has the right to license or sublicense the use of all trademarks, trade names, logos, service marks and product images relating to Products. Vendor hereby grants to DPI a non-exclusive, royalty-free license to use, reproduce, distribute, and publicly display all trademarks, trade names, logos, service marks and product images related to the Products within the Territory.
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Intellectual Property Licensing. This comprehensive and unrivalled book provides model agreements, covering a variety of publishing circumstances from head contracts to a range of licensing scenarios.Together with detailed explanatory notes, appendices covering areas of licensing which for practical reasons cannot easily be covered by a single precedent, a separate overview of legal developments and a CD-ROM containing the text of the precedents, this text is invaluable in drafting effective publishing xxxxxxxxxx.Xxx to this edition:The ninth edition has been fully revised and updated to include: New sample clauses to cover text and data mining in online subscription agreements; Fully updated Appendix on collective licensing; Revisions to reflect developments re agency and distribution models and data in relation to electronic precedents; All precedents (author and licence contracts), notes and appendices have been updated to take account of the latest digital developments; More coverage of Open Access in the introduction to Journal Contributor Agreements; Updates to the US Market appendix; Hardback and paperback reprintsContents:Acknowledgements for the Ninth Edition; Editor's Preface to the Ninth Edition; Legal Developments: An Introduction to the Ninth Edition; General Book: Author - Publisher Agreement; Educational, Academic, Scientific and Professional Book: Author - Publisher Agreement; Agreement for General Editor of a Book; Agreement for Contributor to a Book; Book Series Editor - Publisher Agreement; Academic Journal: Editor's Agreement; Society-Owned Journal Publishing Agreement; Journal Contributor Agreements; Agreements for Serial Rights; Translator's Agreement;
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Intellectual Property Licensing. (a) It is acknowledged and agreed that Parent shall remain as licensee of the Intellectual Property licenses set forth on Section 3.14(a) of the Company Disclosure Letter (the “Existing Licenses”). (1) Parent shall endeavor to sublicense the Existing Licenses to the Company as provided in this Section 3.14, and to license the Patent Family as defined in Section 3.14(a) of the Company Disclosure Letter. Notwithstanding the foregoing, if obtaining any such sublicense will result in Parent incurring out-of-pocket license fees in excess of $100,000 in granting any sub-license, Parent shall not be required to grant such sublicense unless and until the Company agrees to reimburse Parent for such excess. (b) Parent shall use commercially reasonable efforts to, as promptly as practical, (i) amend the Existing Licenses in form and substance reasonably acceptable to Purchasers, and (ii) cause all rights held by Parent or its Affiliates in such amended Existing Licenses to be sublicensed to the Company, subject only to sublicenses granted under the Existing Licenses prior to the date hereof, all of which are set forth in Section 3.14(b) of the Company Disclosure Letter. Each sublicense shall be without cost to the Company, pursuant to a written exclusive sublicense in form and substance reasonably satisfactory to the Purchasers (each, a “Pending License”). Without limiting the foregoing, Parent shall use commercially reasonable efforts to (i) obtain a waiver by the licensor under each Existing License (the “Licensor”) of all rights of or claims by such Licensor to any portion of the value attributed to the grant of the Pending License and (ii) obtain the Consent of each such Licensor to allow the Company to grant further sublicenses under each Pending License without cost except as set forth in an Existing License with respect to sublicenses. (c) To the extent reasonably possible, (i) each Pending License shall require the Company to pay to Parent only those royalty and other payments based on milestones or performance that Parent is actually required to pay to the applicable Licensor under the Existing License based on activities of Company, and (ii) the scope of the field of use licensed to the Company under each Pending License shall include all fields of use under the corresponding Existing License that are not already licensed to a third party under an agreement existing as of the date hereof (“Existing Agreement”). A list of all such Existing Agreements, and th...
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Intellectual Property Licensing. In the event that any Xxxxxxxx Entity owns any patents relating to controlled atmosphere equipment installed in any Xxxxxxxx Vessels, such Xxxxxxxx Entity agrees to license said patents to each New Owner and operator of such vessel on a royalty free basis to the extent necessary for such New Owner and/or operator to comply with its obligations under the Transaction Documents. For the avoidance of doubt, such license shall not be transferable by such New Owner and/or operator without the prior consent of the relevant Xxxxxxxx Entity, such consent not to be unreasonably withheld.
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Intellectual Property Licensing. In connection with the K1 Development Work and the supply of Components under this Agreement, Quantum and Fisker have, in collaboration and separately, utilized and developed a variety of existing and new software (including source codes, diagrams, compile and link script diagrams, etc), know-how, inventions, developments, concepts, ideas, improvements, designs, processes, procedures, data, models and know-how (collectively "Technology"). Quantum acknowledges and agrees that Fisker owns all Technology related to the K1 Vehicle Program, excluding Quantum Core Software (defined below) but including modifications to Quantum Core Software made in connection with the K1 Vehicle Program (collectively, "Fisker Technology"). Fisker Technology may not be used, altered, modified or licensed by Quantum for any purpose other than the supply of components and services to Fisker without Fisker's express prior written approval. Fisker may allow other use of Fisker Technology by Quantum or any third parties under licensing and/or royalty agreements at Fisker's sole and absolute discretion. Fisker acknowledges and agrees that Quantum owns its core software which can be demonstrated (i.e., through time stamps) to have been funded internally by Quantum as part of a core Quantum R&D activity and not developed and owned by other clients ("Quantum Core Software"). Quantum represents and warrants that there are no conflicting claims of ownership with respect to the Quantum Core Software. Fisker reserves the right to use all or part of the Quantum Core software in connection with future vehicle programs provided that, at the time, Fisker will, in conjunction with Quantum, establish an appropriate royalty and/or service fee structure for such use of Quantum Core Software. In connection with the K1 Development Work and this Agreement, Fisker requires that modular software development processes be used. In addition, Fisker reserves the right to further review, at Quantum's facilities, Quantum's software development processes and source code to ensure that it meets Fisker's software quality development requirements. In addition, all software modules in object form must include: interface specifications; calibration tables and software control interface documentation, including software build documentation; complier and linker; and supplier and revision levels including software build scripts and schedules. Further, Fisker will either internally, with other suppliers (covered by mutua...
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Intellectual Property Licensing 
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Related to Intellectual Property Licensing

  • Intellectual Property License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party. 20.2 Except at otherwise expressly provided in this Agreement, no license under patents, copyrights or any other Intellectual Property right (other than the limited license to use consistent with the terms, conditions and restrictions of this Agreement) is granted by either Party or shall be implied or arise by estoppel with respect to any transactions contemplated under this Agreement.

  • Intellectual Property Licenses Except as set forth in Section 4.5 of the Company Disclosure Letter, the Company possesses adequate Intellectual Property to continue to conduct its business as heretofore conducted by it or as projected to be conducted in the Operating Plan, and all Intellectual Property existing on the date hereof, together with in the case of patents and Trademarks, the date of issuance thereof, is listed in Section 4.14 of the Company Disclosure Letter. With respect to Intellectual Property of the Company unless such Intellectual Property has become obsolete or is no longer used or useful in the conduct of the business of the Company: (a) it is valid and enforceable, is subsisting, and has not been adjudged invalid or unenforceable, in whole or in part; (b) the Company has made all necessary filings and recordations to protect its interest therein, including, without limitation, recordations of all of its interest in its Patent Property and Trademark Property in the United States Patent and Trademark Office and, to the extent necessary for the conduct of the Company's business, in corresponding offices throughout the world; (c) except as set forth in Section 4.5 of the Company Disclosure Letter, the Company is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property owned by it and no claim has been made that the use of any of its owned Intellectual Property does or may violate the asserted rights of any third party; and (d) the Company has performed, and the Company will continue to perform, all acts, and the Company has paid and will continue to pay, all required fees and taxes, to maintain each and every item of such Intellectual Property in full force and effect throughout the world, as applicable. The Company owns directly or is entitled to use, by license or otherwise, all patents, Trademarks, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of the Company's business.

  • 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.

  • Grant of Intellectual Property License For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)) (“Collateral Agent License”), including in such license the right to use, license, sublicense or practice any Intellectual Property now owned or hereafter acquired by Issuer (or any applicable grantor), and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that the Collateral Agent may sell any of such Issuer’s Inventory directly to any person, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer and any Inventory that is covered by any Copyright owned by or licensed to Issuer and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided herein.

  • 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, 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 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

  • Assignment of Intellectual Property Rights (a) Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof. (b) The assignment requirement in Section 15(a) shall not apply to an invention that Executive developed entirely on Executive’s own time without using Nucor’s equipment, supplies, facilities or Secret Information or Confidential Information except for those inventions that (i) relate to Nucor’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by Executive for Nucor. (c) Executive will, within 3 business days following Nucor’s request, execute a specific assignment of title to any Developments to Nucor Corporation or its designee, and do anything else reasonably necessary to enable Nucor Corporation or its designee to secure a patent, copyright, or other form of protection for any Developments in the United States and in any other applicable country. (d) Nothing in this Section 15 is intended to waive, or shall be construed as waiving, any assignment of any Developments to Nucor implied by law.

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