Intellectual Property Rights and Licensing Sample Clauses

Intellectual Property Rights and Licensing. 23.1 The ownership of the IPR in any item existing before the Commencement Date will not be transferred or assigned from one party to the other party merely by virtue of that item’s use by the other party under this Agreement. 23.2 Nothing in this clause affects the ownership of any IPR in any item coming into existence independently of this Agreement and which is incorporated into the Products. 23.3 On receipt of payment in full of the Charge and subject always to Your compliance with this clause 23, Canon grants You a non-exclusive and non-transferable licence during the Term to use the Software and/or Canon Materials for Your internal business purposes. In the case of Canon Materials, the licence granted is also royalty-free. 23.4 You may, subject to clause 23.5(c): (a) use one copy of the Software where ‘use’ means storing, loading, installing, executing or displaying the Software for Your own internal purposes; and (b) make a reasonable number of back-up copies of the Software and Canon Materials to support the permitted use, provided all copies include Canon or the third party manufacturer’s copyright notice as it appears in the original copy of the Software provided. 23.5 You must not: (a) copy, reproduce, export or deal in the Software or Canon Materials in any way except as expressly permitted by this Agreement and to the extent and in the circumstances permitted by law; (b) remove, alter or obliterate any IPR or proprietary notice or other notice required by national legislation or regulation on any Product supplied by Canon; and (c) decompile, reverse engineer, disassemble or otherwise reduce any part of the Software to human-readable form nor permit any third party to do so. 23.6 If Software or Canon Materials contains any items in which IPR are owned by a third party, Canon warrants You are entitled to use them for the purpose contemplated under this Agreement without having to obtain consent from that third party, except where You are required to enter into a third party licence and You are informed of that requirement before entering into this Agreement.
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Intellectual Property Rights and Licensing. 12.1 All intellectual property rights in all Applications developed or made available as part of the Services or other documentation and other materials in which any right of intellectual property is or may be vested are vested exclusively in Taggrs or its licensors. 12.2 Client only acquires the revocable, non-exclusive and non-transferable rights and powers of use, as granted expressly and in writing in the Agreement or otherwise, for the duration of the Agreement (license). The license is granted subject to Customer's timely and complete payment of the fees set forth in the Agreement and subject to Customer's compliance with the provisions of the Agreement and the Terms and Conditions. Without Taggrs' prior written consent, Client shall not be entitled to sublicense. 12.3 Client will not otherwise reproduce or disclose the Applications developed or made available as part of the Services or other documentation and other materials. Client is not allowed to remove or change any indication concerning copyrights, brands, trade names or other intellectual property rights from Applications or other documentation and other materials developed or made available as part of the Services. Nor is Customer permitted to reconstruct the source code of by reverse engineering. Customer guarantees that it will not use the intellectual property rights vested in or contained in the Applications or other documentation and other materials developed or made available as part of the Services for purposes other than those included in the Agreement. 12.4 Taggrs is permitted to take technical measures to protect the Applications developed or made available as part of the Services or other documentation and other materials, provided such measures do not adversely affect functionality. If the Applications developed or made available as part of the Services or other documentation and other materials are secured by means of technical protection, Client shall not be permitted to remove or circumvent such security.
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Intellectual Property Rights and Licensing. The copyright of the software and other material (e.g. documentation, training material ...) contributed to gLite remains with the Party or Parties having developed or provided the software or material. This includes in particular the gLite software developed so far by the EGEE project series. Rights and obligations of the Parties with regard to intellectual property shall be agreed in writing between the parties after consulting the Council. The software developed as the result of the common activities of the Collaboration established upon the signature of this CA will be distributed under an Open-Source license that allows its commercial exploitation through distribution, extension, support, training, etc. The Apache License, version 2, (xxxx://xxxxxx.xxx/licenses/LICENSE-2.0), currently adopted for most of the gLite software, is considered adequate for this purpose and is adopted. The following are excluded from this CA: - all past, present or future intellectual property not jointly developed by the Parties; - all past, present or future intellectual property owned and developed by the individual Parties, its members, clients, users, associated agents and contractors. - all past, present or future Intellectual Property not developed by the same specific principal researcher (and his/her research group) employed by a Party who was said Party’s principal researcher for the EGEE series. The remaining allocation and protection of intellectual property rights under this CA shall be in accordance with the annexes which would be negotiated by each party in the future. The annexes will form an integral part of this CA.
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Intellectual Property Rights and Licensing. 3.1. Ownership and licensing (intellectual property rights formed by management consulting and service) (A) The two parties confirm that Company A is the exclusive owner of all rights and benefits generated from the implementation of the Agreement, including but not limited to trademark rights, software copyright, enterprise development strategy, technical information (data), proprietary technology (including technical know-how/secrets), management system, patent rights, trade secrets, copyright (if any) and other intellectual property rights related to the service provided, whether developed by Company A or developed by Company B on the basis of Company A’s previous intellectual property rights. (B) The two parties warrant that Company B shall sign up all documents and take all actions required to make Company A the owner of such intellectual property. Company B shall not challenge Company A’s ownership of all intellectual property hereinabove. Any application for registration or other acquisition of any such intellectual property by Company B shall be subject to the prior written consent of Company A. (C) Company A may grant Company B a non-exclusive right to utilize the intellectual property mentioned in article 3.1 on the condition that the content, purpose and scope of the intellectual property used by Company B shall be subject to the prior written consent of Company A. The licensed intellectual property hereinabove shall be a paid and revocable authorization. Any matters related to the above license shall be specified in a separate agreement signed by both parties and the grant of such license shall not result in the transfer of any intellectual property rights or any restriction on Company A’s exercise of its full ownership over all such intellectual property. Without the prior written consent of Company A’s, the intellectual property license granted to Company B shall not be transferred or sublicensed by Company B to any third party. 3.2. Exclusive license (intellectual property under the name of Company B) Both parties agree that Company A is hereby irrevocably authorized to enjoy the exclusive utilization and benefit rights of all intellectual property whether currently or in the future belongs to Company B, including but not limited to copyright in computer software [HengKuaiBao insurance software (hereinafter referred to as “HengKuaiBao”), YouHuiBao insurance software ((hereinafter referred to as “YouHuiBao”)], proprietary technology (APP appl...
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Intellectual Property Rights and Licensing. 6.1 The trademarks, logos, trade names and service marks, whether registered or unregistered (collectively the "Trademarks") displayed on the Platform are Trademarks of us or our associated parties. Nothing contained on the Platform should be construed as granting by implication or otherwise, any license or right to use any of the Trademarks without the written permission of us or our associated parties. 6.2 All content available on the Platform, including but not limited to text, graphics, photographs, sounds, music, videos, user manuals, information, applications, documentation, the Studio, APIs, and the layout of the Platform (the “Content”), is protected by applicable intellectual property laws. The Content or the underlying intellectual property rights ar e owned by us or our associated parties, or are used by us under a license or with permission including any intellectual property rights that subsist in the Studio. You may not copy, publish, distribute, license, edit, modify or use the Content in any manner, unless such rights are expressly granted to you by agreement. 6.3 We hereby grant you a limited, worldwide, royalty-free, non-exclusive, revocable, non-sublicenseable, non-transferable license to use the Studio made available on the Platform, solely to develop mini-programs for implementation on platforms operated by us or our associated parties . You may not use the Studio made available on the Platform to develop applications for other platforms or to develop another software development kit (“SDK”). You may not copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the Studio or any part of the Studio, except as expressly provided under this Agreement. 6.4 You shall not provide the Content (or any part thereof) to any third parties. We reserve the right to take actions and seek the appropriate remedy against you for any unauthorized use of the Content. 6.5 We agree that we obtain no right, title or interest from you (or your licensors) under this Agreement in or to any software applications that you develop using the Studio, including any intellectual property rights that subsist in those applications. You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any data, content, or resources that you create, transmit or display through any software applications that you develop using the Studio, and for the...
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Intellectual Property Rights and Licensing. Related Warranties. Z-Tel represents and warrants to MCI as follows: ********. ********.
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Intellectual Property Rights and Licensing 
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Related to Intellectual Property Rights and Licensing

  • 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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