INTELLECTUAL PROPERTY RIGHTS AND ROYALTIES Sample Clauses

INTELLECTUAL PROPERTY RIGHTS AND ROYALTIES. 12.1 Unless otherwise specified in the Purchase Order, all Intellectual Property Rights produced or created in the course of supplying the Goods and/or providing the Services under this Contract vest in (and are hereby assigned to) the Company. 12.2 The Supplier grants (and must procure any relevant third party grant) the Company a non- exclusive, perpetual, irrevocable, transferable and royalty-free licence (including the right to sub-license) to use (including modify and develop) such intellectual property rights the Supplier or a third party held prior to entry into this Contract or developed independently of this Contract as is required to install, enjoy, exploit, dispose of or utilise any Good or Service. 12.3 The Supplier warrants that the supply of the Goods, Rental Items and/or Services under this Contract, and any use of them by the Company or any other person for any purpose, will not infringe any Intellectual Property Rights. The Supplier undertakes at its expense to defend, protect and hold harmless the Company and the users of the Company’s products and services from and against any Claim for infringement of any Intellectual Property Rights arising by reason of the supply and/or use of the Goods, Rental Items and/or Services. 12.4 The Goods are for the use of, or re-sale by, the Company and its Related Bodies Corporate and may be incorporated in any products made or services provided by or to the Company. In no event shall any claim for royalties or other additional compensation be made by the Supplier by reason of such use, re-sale or manufacture. The Supplier must bear any such royalties or compensation and indemnifies the Company in respect of any liability for them that the Company incurs.
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INTELLECTUAL PROPERTY RIGHTS AND ROYALTIES. In the event that the Buyer (including for this purpose every officer, department, employee, servant, agent and representative thereof) is held liable for losses and/or damages arising out of any claim at any time on account of any patent copyright, trademarks, design or intellectual property right which may be held to have been infringed or royalties which may be payable by virtue of the Buyer’s acceptance, distribution or use of the Goods supplied under the Order, the Seller shall indemnify the Buyer against such claims and costs, fees, charges and expenses in respect thereof.
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INTELLECTUAL PROPERTY RIGHTS AND ROYALTIES. 12.1 The Supplier warrants that the supply of the Goods and Services under these terms and conditions and any use of them by the Purchaser or any other person for any purpose, will not infringe any Intellectual Property Rights. The Supplier undertakes at its expense to defend, protect and hold harmless the Purchaser and the users of the Purchaser’s products from and against any claim for infringement of any Intellectual Property Rights arising by reason of the supply and/or use of the Goods or Services. 12.2 The Goods or Services are for the use of or resale by the Purchaser or its associated entities and may be incorporated in any products. In no event shall any claim for royalties or other additional compensation be made by the Supplier by reason of such use, resale or manufacture. The Supplier must bear any such royalties or compensation and indemnifies the Purchaser in respect of any liability for them that the Purchaser incurs.
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INTELLECTUAL PROPERTY RIGHTS AND ROYALTIES. 6.1 BMT R&D shall be entitled to all brands, trade marks, service marks, logos, inventions, property, copyright, designs, trade names, internet domain names, patents and other intellectual property rights ("BMT IPR") which are developed with resources provided by BMT R&D and BMT R&D shall be entitled to all rights (including royalties and payments by third parties) in relation thereto. 6.2 CUHK shall do all things and sign all documents or instruments reasonably necessary to enable BMT R&D to obtain, defend and enforce its rights in the BMT IPR. For the avoidance of doubt, to the extent that CUHK is the beneficial owner of such BMT IPR, CUHK hereby, as beneficial owner, assigns all such BMT IPR to BMT R&D and agrees to do all things and sign all documents or instruments reasonably necessary to perfect such assignment. 6.3 The provisions of this CLAUSE 6 shall survive the termination of this Agreement.
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INTELLECTUAL PROPERTY RIGHTS AND ROYALTIES. 15.1. Unless otherwise specified in the Purchase Order, all Intellectual Property Rights produced or created in the course of supplying the Goods and/or providing the Services under this Contract vest in (and are hereby assigned to) the Company. 15.2. The Vendor warrants that the supply of the Goods, Rental Items and/or Services under this Contract, and any use of them by the Company or any other person for any purpose, will not infringe any Intellectual Property Rights. The Vendor undertakes at its expense to defend, protect and hold harmless the Company and the users of the Company’s products and services from and against any Claim for infringement of any Intellectual Property Rights arising by reason of the supply and/or use of the Goods, Rental Items and/or Services. 15.3. The Goods are for the use of or re-sale by the Company and its associated entities and may be incorporated in any products made or services provided by the Company. In no event shall any claim for royalties or other additional compensation be made by the Vendor by reason of such use, re-sale or manufacture. The Vendor must bear any such royalties or compensation and indemnifies the Company in respect of any liability for them that the Company incurs.
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Related to INTELLECTUAL PROPERTY RIGHTS AND ROYALTIES

  • 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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