Intellectual Property Rights and License Grant Sample Clauses

Intellectual Property Rights and License Grant. 4.1 Ownership of any intellectual property rights in (i) the Software; (ii) the Documentation; (iii) any works derived from the Software or the Documentation; and (iv) any other literary works or other works of authorship created by Xxxxxxx, their personnel, employees, subcontractors or consultants, shall vest or remain vested in Xxxxxxx or their third party licensors, as applicable, and no such rights shall pass to You. 4.2 Subject to timely payment of the applicable License Fees and subject to the applicable License Parameters, Xxxxxxx hereby grants You a non-exclusive, non-assignable, non-transferable (except to the extent as may be permitted by the License Parameters) and non-sublicensable License, to download, install and/or use, display and run the Software on Equipment that fulfils the minimum configuration requirements set forth in the Documentation. Each License acquired by You shall permit one concurrent floating or one named User of the Software, as specified in the Order Form. 4.3 The License Type for Your License to the Software, the Subscription Period, and the commercial terms of Your purchase are specified in in the Order Form. The Order Form may also specify additional terms and conditions applicable to Your License to the Software. If the License Type is not specified in the Order Form, the License Type shall be User License, Standard (as defined below). 4.4 Floating Licenses and User Licenses ● Floating License means that the number of Users using the Software concurrently to connect to Xxxxxxx’x License server shall not exceed the number of Licenses purchased by You. ● User License means that the User must (i) be identified by a unique user identification, the Xxxxxxx ID and (ii) be an individual, not a group associated with a generic login. The User must log in using the aforementioned Xxxxxxx ID to access the Software, and no one else may access the Software using the same Xxxxxxx ID. ● All previously acquired permanent “Commercial Domestic” and “Commercial Enterprise” licenses (see below) will stay as Floating Licenses until exchanged into subscriptions between You and Your Authorized Distributor or Xxxxxxx. All the other license types (see below) will be (and/or will be converted into) User Licenses while subscriptions are renewed and/or when new subscriptions are acquired. ● Except to the extent otherwise set forth on the Order Form, the License Parameters for each of the License Types shall be as set out below. And if the license ...
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Intellectual Property Rights and License Grant. By entering this CSA, you further agree that: (i) all Proposed Solutions will not be returned; (ii) Seeker (and its Authorized Representatives) have the unlimited right to alter and/or edit the Proposed Solution or any part or element thereof; and (iii) Seeker and its licensees, successors and assigns have the right to use any and all Proposed Solutions, and the names, likenesses, voices and images of all persons appearing in the Proposed Solution, for future advertising, promotion and publicity in any manner and in any medium now known or hereafter devised throughout the world in perpetuity. All intellectual property rights, if any, in the idea or concept demonstrated by the proposed solution will remain with the Solver. By submitting a proposed solution to this challenge, each Solver agrees to grant to the seeker a royalty free, non-exclusive license in respect of all such intellectual property rights, if any, for the purposes of commercial exploitation of the idea or concept demonstrated by the proposed solution. Notwithstanding granting the seeker a perpetual, non-exclusive license for the proposed solution, the Solver retains ownership of the proposed solution. Please also be aware that your Proposed Solution may not be acknowledged and will not be received or held "in confidence" and your Proposed Solution does not create a confidential relationship or obligation of secrecy between you and any of the entities involved in this Challenge. Without prejudice to the article 5.5 of the Terms of Use, the obligation to grant the non-exclusive license set in this article does not apply if the winning Proposed Solution is proposed by Enel employee, unless the employee is the owner of the solution according to the relevant national law.
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Intellectual Property Rights and License Grant. 10.1 The Object of Purchase shall comprise all rights and licenses for using the Object of Purchase in the Customer's business. The Customer shall have the right to assign the Object of Purchase fully or partially to a third party. 10.2 The Customer and its group companies shall receive a perpetual, irrevocable, transferable and worldwide license to use the Object of Purchase in accordance with the Purchase Agreement. The license to use the Object of Purchase shall include a free right to: (i) make changes and further developments to the Object of Purchase and/or use them as a basis for further work either by the Customer or by third parties without any restrictions imposed by any licenses or confidentiality undertakings hereunder; and ii) deliver and take such copies of any documentation regarding the Object of Purchase as may be necessary for their use for the intended purpose (including but not limited for the purpose of maintenance of the Object of Purchase by third parties and right to convey such documentation and the Customer’s rights thereto to third parties). 10.3 The license to use the Object of Purchase is not limited based on the number of users or copies, or on some other comparable ground. The license also entitles to use the content of the Object of Purchase to provide solutions and services to third parties. 10.4 The Customer shall not transfer any intellectual property rights to the Supplier by the Purchase Agreement. Any and all information or designs concerning the Object of Purchase and/or the Customer’s business processes and procedures furnished by or on behalf of the Customer to the Supplier or otherwise revealed to contain the Customer’s trade secrets and know-how, and title and all related intellectual property rights in such information or design, are and will remain the exclusive property of the Customer. The Supplier shall not have any right to furnish such information or design, or parts of the Object of Purchase that contain or may contain trade secrets or know-how to any third party. 10.5 The Supplier shall ensure that the Object for Purchase or its use by the Customer in accordance with the Purchase Agreement will not breach any third-party intellectual property rights or any other right. If a third party makes claims to the Customer for any breach of aforesaid rights, the Supplier shall indemnify and keep the Customer harmless of any costs incurred because of the breach or a claim based on the breach. The Supplier shall, at...
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Intellectual Property Rights and License Grant 
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Related to Intellectual Property Rights and License Grant

  • Proprietary Rights and Licenses 7.1 Subject to the limited rights expressly granted under this Agreement, we and our licensors reserve all of right, title and interest in and to the Sage Services and Content, including all related intellectual property rights. No rights are granted to you other than as expressly set out in this Agreement. 7.2 We grant to you a worldwide, limited-term license to use Content acquired by you pursuant to Order Forms, subject to those Order Forms, this Agreement and the Collateral. 7.3 You grant us and our Affiliates a worldwide, limited- term license to host, copy, transmit and display Customer Data, and any Non-Sage Applications and program code created by or for you using a Sage Service, as necessary for us to provide the Sage Services in accordance with this Agreement. Subject to the limited licenses granted within this Agreement, we acquire no right, title or interest under this Agreement in or to Customer Data or any Non-Sage Application. 7.4 You grant to us and our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Sage Services any suggestion, enhancement request, recommendation, correction or other feedback provided by you or users relating to the operation of the Sage Services. 7.5 You grant to us a non-exclusive non-transferable right to use your name and logo in our marketing or promotional material during the term of this Agreement for the purpose of identifying you as a customer.

  • 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 Rights and Indemnification Any intellectual property which originates from or is developed by a Party shall remain in the exclusive ownership of that Party. No license in patent, copyright, trademark or trade secret, or other proprietary or intellectual property right now or hereafter owned, controlled or licensable to a Party, is granted to the other Party or shall be implied or arise by estoppel. It is the responsibility of each Party to ensure at its own cost that it has obtained any necessary licenses in relation to intellectual property of third Parties used by it to receive any service or to perform its respective obligations under this Agreement.

  • Intellectual Property Rights The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

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