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. 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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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 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 Authorized Purchaser’s use thereof in accordance with the terms of the Contract would be interrupted or otherwise disturbed by the assertion of an infringement claim.
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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.
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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.‌‌
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Intellectual Property; Non-Infringement. (a) 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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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 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.

  • Trademark Infringement (a) If either Party learns that a third party is infringing the ACTIMMUNE xxxx, it shall promptly notify the other in writing. The Parties shall use reasonable efforts in cooperation with each other to stop such trademark infringement without litigation.

  • Intellectual Property License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party.

  • Third Party Intellectual Property Rights You acknowledge that, in respect of any Third Party Intellectual Property Rights in the Services, Your use of any such Intellectual Property Rights is conditional on Us obtaining a written licence from the relevant licensor on such terms as will entitle Us to license such rights to You. We shall provide the Third Party Applications or Third Party Services under the standard licence terms provided by the relevant third parties (the Third Party End User Licence(s), copies of which shall be provided to You), and You agree to be bound to the relevant third parties by such licence terms. You shall comply with the Third-Party End User Licences and shall indemnify and hold Us harmless against any loss of damage which We may suffer or incur as a result of Your breach of such terms howsoever arising.

  • 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

  • Third Party Intellectual Property 6.1 Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable.

  • Intellectual Property, Inventions and Patents Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to Parent’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Executive (whether alone or jointly with others) while employed by the Company and its Subsidiaries, whether before or after the date of this Agreement (“Work Product”), belong to Parent, the Company or such Subsidiary. Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

  • Intellectual Property Licenses Notwithstanding anything to the contrary contained in the TSA, and except as otherwise provided in Section 5.13 of the SPA, it shall be the responsibility of the Receiving Party (at the Receiving Party’s sole cost and expense) to obtain all licenses associated with the use of third party intellectual property, including but not limited to copyrights (e.g., software), trademarks and patents (and/or consents and extensions relating to such licenses), if any, necessary for the provision of Services to the Receiving Party during the Term. The Service Provider agrees to use commercially reasonable efforts to assist the Receiving Party in its negotiations with any licensors from whom the Receiving Party may require such a license (or consent or extension) during the Term. In the event the Receiving Party is unable to obtain a necessary license, consent or extension, the Services related to such license shall be removed from the scope of the TSA, without a reduction in fees or payments owed by the Receiving Party under the TSA. In all events, and in addition to (and not in limitation of) any similar rights that the Service Provider may have under the TSA, the Receiving Party shall indemnify, defend and hold the Service Provider harmless from and against any actions, liabilities and/or claims relating to the licenses and the license matters discussed in this provision. The Receiving Party’s obligation to pay any fees under this Section 1.5 shall apply whether or not such claims for fees arise from the Receiving Party’s continued or past access to or benefit from third party intellectual property. The Receiving Party also acknowledges the Service Provider’s right to initiate discussion with third party licensors that may involve the Receiving Party’s use of intellectual property. All negotiated agreements with third party licensors for the future use of or rights to intellectual property and associated services shall be at the cost of the Service Provider, provided that the Receiving Party shall bear the cost of incremental third party use fees which are specifically identified in the agreements with the third party licensors and which relate solely to the Receiving Party’s use (“Incremental License Fees”). Such Incremental License Fees shall be approved in advance in writing by the Receiving Party, which approval shall not be unreasonably withheld or delayed.

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