Intellectual Property; Non-Infringement Sample Clauses

Intellectual Property; Non-Infringement. (a) Other than generally commercially available software owned by a third party that is not an Affiliate of Seller, the Seller owns or has the right to use pursuant to license, and the Buyer will have immediately as of the Closing Date under the rights and licenses granted in the License Agreement or by statute with respect to software included in any items listed on Schedule G, all rights to use, all Intellectual Property embodied in or covered by, or necessary for the use and operation of, the Constructed BPL Network as used and operated as of the Closing by the Seller for the benefit of Buyer with respect to the services provided by Seller to the Buyer under the Utility Agreements (“BPL Intellectual Property”), without the need to obtain any assignment, license, sublicense, agreement or permission from any third party. The Seller does not know and has no reason to believe that any BPL Intellectual Property is subject to any outstanding decree, order, injunction, judgment or ruling restricting the use of such BPL Intellectual Property or that would impair the validity or enforceability of such BPL Intellectual Property. No Proceeding, action or claim has been asserted, or is pending or, to the best knowledge of the Seller has been threatened, (i) based upon or challenging or seeking to deny or restrict the use by the Seller of any of the Seller’s or its Affiliate-owned BPL Intellectual Property, (ii) alleging that the Constructed BPL Network, or any part thereof, or any use thereof, or any services provided by, processes used by, or products licensed or sold by the Seller or any of its Affiliates, infringe, violate or misappropriate any Intellectual Property or other right of any third party, or (iii) to the knowledge of the Seller, alleging that the licensed BPL Intellectual Property is being licensed or sublicensed in conflict with the terms of any license or other agreement. Other than trademark matters, neither the Seller nor any of its Affiliates has commenced or threatened any Proceeding, or asserted any allegation or claim, against any person for infringement or misappropriation of any of its or their owned BPL Intellectual Property. All BPL Intellectual Property owned by the Seller or any of its Affiliates is free of any third party rights, restrictions or limitations of any kind that do or may prevent, restrict, limit or in any way interfere with any use or operation of the Constructed BPL Network as used and operated as of the Closing by the Se...
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Intellectual Property; Non-Infringement. To the knowledge of Seller, the conduct of the Business as now being conducted does not infringe any patents, trademarks, trade names, copyrights or other intellectual property rights of others.
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Intellectual Property; Non-Infringement. (i) Schedule 1.1(aaa) contains a correct and complete list as of November 30, 2007 of all registered Transferred Intellectual Property owned or licensed and used by Seller in connection with the operation of the Purchased Business and indicates whether such Intellectual Property is owned by or licensed to Seller. Except as referred to on Schedule 8.1(j), Seller owns all rights to use, or holds a valid license to use, all such Transferred Intellectual Property. To the knowledge of Seller and except as specifically referred to on Schedule 8.1(j), Seller has not violated or infringed any patent, copyright, trade secret, trademark, service xxxx or other intellectual property rights of any other person or entity, and there are no claims pending or to the knowledge of Seller, threatened against Seller asserting that the use of any Intellectual Property by Seller infringes the rights of any other person or entity. Seller has no pending claims of violation or infringement of any Intellectual Property against any other person or entity, and Seller is not aware of any such violation or infringement. (ii) Schedule 8.1(j) separately sets forth a list of all licenses, sublicenses, and other agreements of Seller relating to Transferred Intellectual Property, other than licenses for commercial off-the-shelf software with a value of less than $10,000, and true and complete copies thereof have previously been delivered to Buyer. All such licenses are valid, enforceable, subsisting, in full force and effect, and binding upon the parties thereto, and to Seller’s knowledge each party thereto is and has been in full compliance with all applicable material terms and requirements thereof, including without limitation any payments of royalties thereunder, and there has occurred no event which, with notice or the passage of time or otherwise, would constitute a default thereunder or grounds for termination or modification thereof or the imposition of any charge or penalty thereunder. (iii) Seller and Buyer each acknowledge that certain of the trademarks comprising the Transferred Intellectual Property have been and/or are being used in conjunction with, and certain aspects of the Purchased Business have been conducted using, the words “Liz Claiborne,” “a Liz Claiborne Company” and similar terms (collectively, the “Seller IP” ). The Seller IP as listed on Schedule 8.1(j) is and will remain the property of Seller, and nothing in this Agreement shall be deemed to transfer to Buyer an...
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Intellectual Property; Non-Infringement. Contractor represents and warrants that to the best of its knowledge, Products and Services do not and will not infringe upon any patent, copyright, trade secret or similar proprietary right of any third party, and that the Contractor has no knowledge of any claim or other reason to believe that DAS PS’ or Purchasing Entity’s use thereof in accordance with the terms of this Participating Addendum and each Contract would be interrupted or otherwise disturbed by the assertion of an infringementclaim.
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Intellectual Property; Non-Infringement. (a) Seller acknowledges and agrees that all specifications, drawings, diagrams, schematics, sketches, models, samples, material, parts, designs, technical information or data, written, oral or otherwise, furnished by Buyer or on Buyer’s behalf, is and shall remain Buyer’s sole and exclusive property, and shall be returned promptly to Buyer or Buyer’s designee (together with all copies) upon the earlier of Buyer’s request or the termination or completion of this Purchase Order. Seller acknowledges and agrees that all such intellectual and industrial property shall be treated as confidential, and shall not be used or disclosed by Seller except as required in the course of performing this or other Purchase Orders for Buyer. Information and material furnished or disclosed by Seller in connection with performance of this Purchase Order shall not be considered to be confidential or proprietary, and shall be acquired by Buyer free of restrictions of any kind.‌‌ (b) Seller acknowledges and agrees that any copyrightable product made, designed or developed for Buyer in connection with the performance of this Purchase Order shall be a “work made for hire” within the meaning of Section 201 of the Copyright Law of 1976. Seller hereby assigns to Buyer any and all inventions, discoveries, computer programs, software, data, technologies, designs, innovations, improvements, products, developments and other materials, and the related patents, copyrights, trademarks, trade names and other industrial and intellectual property rights and applications therefor, made or conceived by Seller or its agents or employees in connection with the performance of this Purchase Order. Seller hereby appoints any of Buyer’s officers as its duly authorized attorney, and Seller agrees to cooperate to the extent Buyer may reasonably request, for the purposes of executing, filing, prosecuting, protecting and enforcing the foregoing.‌‌ (c) Seller represents and warrants that the products delivered hereunder do not infringe any United States or foreign patent, trademark, trade secret or copyright, or any other proprietary, intellectual property, industrial property, contract or other right held by any third party.
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Intellectual Property; Non-Infringement. Contractor represents and warrants that the Cloud Solutions and Related Services, documentation, and any other materials, provided by Contractor under the Contract do not and will not infringe upon any
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Intellectual Property; Non-Infringement. Seller acknowledges and agrees that all specifications, drawings, diagrams, schematics, sketches, models, samples, designs, technical information or data, written, oral or otherwise, furnished by us or on our behalf, is and shall remain our sole and exclusive property, and shall be returned promptly to us or our designee (together with all copies) upon the earlier of our request or the termination or completion of this Agreement. Seller acknowledges and agrees that all such items and related intellectual and industrial property shall be treated as confidential, and shall not be used or disclosed by Seller except as required in the course of performing this or any other agreements for us. Unless we have otherwise agreed in writing, information and material furnished or disclosed by Seller to us shall not be considered to be confidential or proprietary, and shall be acquired by us free of restrictions of any kind.
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Intellectual Property; Non-Infringement. The Works and Documents provided to State under this Agreement do not and will not infringe upon any intellectual property rights of other persons or entities.
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Related to Intellectual Property; Non-Infringement

  • Intellectual Property Infringement The Supplier warrants that the use or supply by UNDP of the goods sold under this Purchase Order does not infringe any patent, design, trade-name or trade-mark. In addition, the Supplier shall, pursuant to this warranty, indemnify, defend and hold UNDP and the United Nations harmless from any actions or claims brought against UNDP or the United Nations pertaining to the alleged infringement of a patent, design, trade-name or trade-mark arising in connection with the goods sold under this Purchase Order.

  • Intellectual Property Rights Infringement HP will defend and/or settle any claims against Customer that allege that an HP-branded product or service as supplied under this Agreement infringes the intellectual property rights of a third party. HP will rely on Customer’s prompt notification of the claim and cooperation with our defense. HP may modify the product or service so as to be non-infringing and materially equivalent, or we may procure a license. If these options are not available, we will refund to Customer the amount paid for the affected product in the first year or the depreciated value thereafter or, for support services, the balance of any pre-paid amount or, for professional services, the amount paid. HP is not responsible for claims resulting from any unauthorized use of the products or services.

  • Intellectual Property Claims Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property. Except as described on Schedule 5.9,(i) each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) no claim has been made to Borrower that any material part of the Intellectual Property violates the rights of any third party. Exhibit D is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

  • Infringement of Intellectual Property Rights Seller (or its supplier) shall indemnify and hold Purchaser harmless against an award of damages and costs against Purchaser by a final judgment of a court of last resort in the country in which the Equipment is originally installed by Seller resulting from actual or alleged patent infringement relating in any way to use or sale of the Equipment, or any component thereof furnished hereunder, provided that Purchaser (i) gives Seller immediate notice in writing of any suit or claim for infringement against Purchaser, (ii) permits Seller (or its supplier) to control the defense of any suit or claim, and (iii) gives Seller (or its supplier) all available information, assistance, and authority to enable Seller (or its supplier) to assume such defense. Seller (or its supplier) shall diligently defend and prosecute all such patent infringement litigation and shall keep Purchaser fully informed of all developments in the defense or adjustments of any such claim or action. If a final injunction or judgment in any patent infringement action is rendered restraining Purchaser’s use of the Equipment, or of any component thereof, Seller shall, at its option and expense, either (i) procure for Purchaser the right to use the Equipment, or (ii) replace or modify the infringing component so that it no longer infringes, or (iii) repurchase the Equipment upon its return to Seller, less reasonable depreciation of 2% per month from date of installation, for use, damage, or obsolescence. Seller shall have no liability whatsoever to Purchaser if any such patent infringement or claim thereof is based upon or arises from (i) the use of any Equipment in combination with an apparatus or device not manufactured or supplied by Seller and such combination cause the infringement, (ii) the use of any Equipment in a manner for which it was neither designed nor contemplated, or (iii) any modification of any Equipment by Purchaser, or by Seller at Purchaser’s request, or by any third party, which causes the Equipment to become infringing.

  • Patent/Copyright Materials/Proprietary Infringement Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right or trade secret right of any third party. Contractor agrees that, in accordance with the more specific requirement contained in paragraph 18 below, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, but not limited to, attorney’s fees, costs and expenses.

  • 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.

  • Third Party Intellectual Property Rights 10.7.1 Each Party shall give prompt written notice to the other of any intellectual property rights of any third party which could reasonably be considered as constituting impediment on the use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event the Parties shall agree on the strategy and procedural steps to be taken in respect of opposing and/or settling such potential impediment. 10.7.2 Each Party shall give prompt written notice to the other of claims or suits arising out of actual or alleged Infringement of Patent Rights, Know-How or other intellectual property owned by a third party, as a result of any use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event Licensee, subject to the provisions of Section 10.7.3, shall have the right to contest or defend such claim or suit on behalf of itself and on behalf of Ipsen. If Licensee elects to contest or defend such claim or suit, Licensee shall notify Ipsen of such election, and shall keep Ipsen fully informed of any development in such claim or suit, including by transmitting copies of all documents in such claim or suit. If Licensee contests or defends a claim or suit pursuant to this Section 10.7.2 and Ipsen has not elected to contest or defend such claim or suit subject to, and in accordance with, the provisions of Section 10.7.3, then (a) Licensee shall control the defense of such claim or suit, (b) Ipsen shall provide assistance in the defense of such claim or suit in a reasonable and timely manner upon reasonable request of Licensee and at Licensee’ sole cost and expense; and (c) Licensee shall have the right to compromise or settle such claim or suit; provided, however, that, if such claim or suit was originally made or filed against Ipsen or any of its Affiliates or pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Know-How, any such compromise or settlement by Licensee of such claim or suit shall be subject to Xxxxx’x prior written approval, which shall not be unreasonably withheld or delayed. Notwithstanding Licensee’s control of the defense of any claim or proceeding pursuant to this Section 10.7.2, Ipsen shall have the right to participate in such defense using counsel of its own choice and at its own expense, provided that such claim or proceeding was originally made or filed against Ipsen or any of its Affiliates or pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Inventions. 10.7.3 If, within [ ]* after Licensee receives written notice of any such claim or suit, Licensee elects not to contest or defend, or fails to notify Ipsen of its intent to contest to or defend, such claim or suit, then Ipsen shall have the right to contest or defend such claim or suit on behalf of itself and Licensee and shall keep Licensee fully informed of any development in such claim or suit, including by transmitting copies of all documents submitted in such claim or suit. Notwithstanding any of the foregoing provisions of this Section 10.7.3 to the contrary, Xxxxx’x right under this Section 10.7.3 to contest or defend such claim or suit shall apply only if either (i) such claim or suit was originally made or brought against Ipsen or any of its Affiliates or (ii) such claim or suit pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Inventions. If Ipsen contests or defends a claim or suit pursuant to this Section 10.7.3, then (a) Ipsen shall control the defense of such claim or suit, (b) Licensee shall provide assistance in the defense of such claim or suit in a reasonable and timely manner upon reasonable request of Ipsen and at Xxxxx’x sole cost and expense and (c) Ipsen shall have the right to compromise or settle such claim or suit; provided, however, that such compromise or settlement shall be subject to Licensee’s prior written approval, which shall not be unreasonably withheld or delayed. Notwithstanding Xxxxx’x control of the defense of any such claim or proceeding, Licensee shall have the right to participate in such defense using counsel of its own choice and at its own expense. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 10.7.4 The defending Party shall bear its own costs and expenses (including, without limitation, attorneys fees and court costs) in connection with the defense of any claim or suit pursuant to Section 10.7.2 or Section 10.7.3, and the defending Party shall also bear the costs and expenses of the other Party if and to the extent that such costs and expenses were incurred by such other Party in connection with reasonable assistance provided by such other Party in connection with such defense at the request of the defending Party. 10.7.5 In the event that, in connection with the defense of any claim or suit pursuant to this Section 10.7 or any settlement thereof, the defending Party shall receive damages, costs or other amounts, such damages, costs or other amounts shall be treated in the manner contemplated under Section 10.6 as if they had been received by the defending Party in connection with any action or proceeding initiated and pursued by the defending Party pursuant to Section 10.6 above. 10.7.6 The provisions of this Section 10.7 and the respective rights and obligations of the Parties under this Section 10.7 shall be without prejudice to any of the provisions of Article 15 or any of the respective rights and obligations of the Parties under Article 15.

  • 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 Property Matters A. Definitions

  • INTELLECTUAL PROPERTY RIGHTS INDEMNITY (a) Customer shall promptly notify Signify of any third party claim alleging that any of the Products and/or Services supplied to Customer by Signify infringes any third party IPR. Upon such notice, Signify may at its own option and at its own expense either: (i) procure for Customer the right to continue using such Product and/or Services; or (ii) provide a replacement non-infringing product for such Product of equivalent functionality; or (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Services. (b) In the event that a claim referred to under section 11(a) results in any legal proceedings, Customer shall give Signify full authority, at the option and cost of Signify, to settle or conduct the defence of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify without the prior consent of Signify. (c) Subject to the provisions of sections 11 and 12, Signify will reimburse Customer in respect of any final award of damages by a court of competent jurisdiction holding that Products and/or Services as supplied by Signify under an Agreement directly infringe any third party IPR, provided that the infringement is held to be directly and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify under the Agreement. (d) Notwithstanding anything to the contrary provided in the Agreement, Signify will not be liable for, and the obligations of Signify set out in this section 11 will not apply to: (i) any claim of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or any claim based on or resulting from any modification or adaptation of a Product, deliverables and/or Service made by or on behalf of Customer; or (iii) any third party IPR covering any assembly, circuit, combination, method or process, in the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim of infringement resulting from compliance with an industry standard applying to the Products or Services. (e) With regard to any claim of infringement covered by section 11 (d), Customer shall fully indemnify Signify against any award of damages for any such infringement and shall reimburse all costs incurred by Signify in defending any suit or proceeding for such infringement, provided that Signify gives Customer prompt notice in writing of any such suit or proceeding for infringement and, if so requested, full authority to conduct the defence thereof. (f) In the event that Signify receives notice claiming infringement of third party IPR in relation to any Products and/or Services supplied or to be supplied under an Agreement, Signify may, in order to limit or avoid liability, terminate the Agreement, suspend or discontinue the supply or performance to Customer of the Products and/or Services or parts to which such notice relates and Signify will not be liable to Customer by virtue of such termination, suspension or discontinuation. (g) Subject to the exclusions and limitations set forth in section 12, the foregoing states the entire liability of Signify for infringement of third party IPR in connection with the supply of Products and/or Services.

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