INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights.
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 17.1 Save as granted under this Contract, neither the CUSTOMER nor the CONTRACTOR shall acquire any right, title or interest in the other’s Pre-Existing Intellectual Property Rights. The CONTRACTOR acknowledges that the CUSTOMER Data is the property of the CUSTOMER and the CUSTOMER hereby reserves all Intellectual Property Rights which may subsist in the CUSTOMER Data.
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights. The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party. With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that: it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Agreement which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect; it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies; The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand in full from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the: availability, provision or use of the Services (or any parts thereof); and performance of the Supplier's responsibilities and obligations hereunder. The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder. If a claim or demand is made or action brought to which Clause 42.3 and/or 42.4 may apply, or in the reasonable opinion o...
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. Save as granted under this Contract, neither the CUSTOMER nor the CONTRACTOR shall acquire any right, title or interest in the other’s Pre-Existing Intellectual Property Rights. The CONTRACTOR acknowledges that the CUSTOMER Data is the property of the CUSTOMER and the CUSTOMER hereby reserves all Intellectual Property Rights which may subsist in the CUSTOMER Data. The CONTRACTOR shall ensure that no unlicensed software or open source software (other than the Open Source Ordered Software) is interfaced with or embedded within any software which is proprietary to the CUSTOMER or which is developed by or on behalf of the CONTRACTOR under this Contract. The CUSTOMER acknowledges that the Open Source Ordered Software is subject to the open source licensing terms set out in Schedule 2-16 and that the Intellectual Property Rights in the Open Source Ordered Software are owned by a variety of third parties. The CONTRACTOR shall not do or allow to be done any act or omission which would cause the licence terms relating to the Open Source Ordered Software to be breached. The CONTRACTOR will convey to the CUSTOMER the Open Source Ordered Software and associated documentation (including technical specifications, user manuals, operating manuals, process definitions and procedures) on the applicable open source licence terms set out in Annex B of Schedule 2-16. The CONTRACTOR: hereby grants to the CUSTOMER a licence to use the CONTRACTOR Software on its standard licence terms (set out in Annex A to Schedule 2-16); shall procure that the owners or the authorised licensors of any Third Party Software hereby grant a licence to the CUSTOMER on the Third Party Software owner’s standard licence terms (as set out in Annex B of Schedule 2-16); and hereby grants to the CUSTOMER a non-exclusive licence to copy the descriptions of the Ordered IT Products, including technical specifications, user manuals, operating manuals, process definitions and procedures, for any purpose that is connected with or otherwise incidental to the exercise of the rights granted to the CUSTOMER under this Clause 17.5. Where any Third Party Software is being licensed to the CUSTOMER: the CONTRACTOR shall use its reasonable endeavours to ensure that such Third Party Software is sub-licensed to the CUSTOMER by the CONTRACTOR rather than being licensed to the CUSTOMER directly by the Third Party Software owner; and the CUSTOMER shall not, by virtue of the Third Party Software owner’s standard licence terms ...
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 14.1. No Party to this Agreement shall acquire any right, title or interest in or to the Intellectual Property Rights of the other Party.
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 10.1 The Supplier shall indemnify and hold harmless Fujitsu, its affiliates and its customers against any and all claims, liabilities, direct, indirect or consequential losses (including loss of profits, loss of business, depletion of goodwill and similar losses whether of a direct, indirect or consequential nature), costs and expenses (including legal fees) howsoever arising which Fujitsu, its affiliates or its customers may incur or suffer as a result of a claim by a third party arising from any infringement, actual or alleged, whether or not under English law, of any Intellectual Property Rights resulting from the possession, use, licensing, sale or other exploitation of the Supplies.
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 14.1 If in the course of or as a result of any Services provided by VM to the Customer, VM or any of its employees or agents create any documentation or other material protected by copyright, or any other intellectual property right, all legal and beneficial rights therein shall be ow xxx by VM and the Customer shall have no rights therein beyond a non-exclusive licence to make copies of any such document or material (but not other material including, w ithout limitation, electronic data or softw are) for internal use for the purpose of using the Services. The Customer shall execute any assignment or other instrument w hich may be necessary to give effect to this provision.
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Intellectual Property Rights. The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that: it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call Off Agreement which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect; and
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 10.1 The Supplier grants to Inchcape an irrevocable, non- exclusive, transferable, royalty-free licence (with the right to sub- licence), to use background intellectual property rights in connection with the Goods and Services and for the use, repair, maintenance, upgrade or modification of the Goods and Services.
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 4.1 All Intellectual Property Rights belonging to a Party prior to the Commencement Date, including all enhancements and modifications to those Intellectual Property Rights, shall remain vested in that Party. Unless expressly agreed in writing in an Order form, the Parties do not intend that the ownership of any Intellectual Property Rights shall transfer from one Party to another as a result of entering into this Agreement.
