INTELLECTUAL PROPERTY RIGHTS AND TECHNOLOGY Sample Clauses

INTELLECTUAL PROPERTY RIGHTS AND TECHNOLOGY. 11.1. You shall not, under any circumstances acquire any right in or to any of the IPRs (including, without limitation, copyright) subsisting in, resulting from or relating to the Equipment or Software, or any documents, drawings and/or specifications relating thereto supplied by the Service Provider to You in connection with the Products, unless otherwise expressly agreed by the Service Provider in writing. If You in any way acquire any such rights then You shall immediately inform the Service Provider and shall forthwith take such steps as may be required by the Service Provider to assign such rights or vest such title in the Service Provider. 11.2. You agree to comply with the terms of the Agreement and any licences required by the owner of any Intellectual Property Right in the Services and/or Software notified to You by the Service Provider or appearing on screen as an integral part of the Service. If You do not consent to any such licences, You may within 5 days of being notified of such a licence terminate the Agreement. However Your continued use of the Service or failure to terminate the Agreement will be deemed to constitute acceptance of the said licences of Software and You shall not be entitled to terminate the Agreement under this Clause. 11.3. The licence granted to You under the Agreement is personal to the named recipient and may not be leased, sublicensed, transferred, assigned, lent or otherwise disposed of unless otherwise stated in the terms of any agreements/licences provided with the Software or except to the extent permitted by Law You must not copy the Software, except to make a single copy for backup or archival purposes. Any such copy shall be subject to the Agreement as if it were the original and shall contain all notices regarding proprietary rights contained in the Software originally provided to You. This licence does not grant You any right to any enhancement, including without limitation all Charges incurred and any breaches of this Agreement.
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INTELLECTUAL PROPERTY RIGHTS AND TECHNOLOGY. (a) SCHEDULE 1.95 sets forth all the Intellectual Property Rights in Transferred Technology that are the subjects of patent, trademark, copyright, domain name or other similar applications, certificates, filings or registrations issued by, filed with or recorded by the U.S. Patent & Trademark Office, the U.S. Copyright Office or other similar legal authorities, and that are owned by or filed in the name of Seller (collectively, the "Registered Intellectual Property"). (b) Except as reflected in certain Contracts disclosed on SCHEDULE 1.27, Seller is the exclusive owner or exclusive or nonexclusive licensee of all Transferred Intellectual Property Rights. (c) Except as reflected in certain Contracts disclosed on SCHEDULE 1.27, Seller has not transferred ownership of or granted any license of or right to use or authorized the retention of any rights to use any Intellectual Property Rights that is or was Transferred Intellectual Property Rights, to any other Person. (d) Transferred Intellectual Property constitutes all Intellectual Property Rights used in and/or necessary to the conduct of the Computer Telephony Business as currently conducted. (e) To the extent not disclosed on SCHEDULE 1.27 or reflected in Contracts disclosed on SCHEDULE 1.27, the operation of the Computer Telephony Business, including but not limited to Purchaser's design, development, use, import, manufacture and sale of the products, technology or services (including Computer Telephony Products and products, technology or services currently under development) does not to the Knowledge of Seller, except as set forth on SCHEDULE 3.20 (i) infringe or misappropriate the Intellectual Property Rights of any Person, (ii) violate the rights of any Person (including rights to privacy or publicity) or (iii) constitute unfair competition or trade practices under the laws of any jurisdiction. Seller has not received notice from any Person claiming that such operation or any act, product, technology or service (including Computer Telephony Products) infringes or misappropriates the Intellectual Property Rights of any Person or constitutes unfair competition or trade practices under the laws of any jurisdiction (nor does Seller have Knowledge of any basis therefor). (f) Each issued and registered item of Registered Intellectual Property is valid and subsisting. In each case in which Seller has acquired from any Person anyIntellectual Property Rights associated with or related to the Computer Telephony...
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INTELLECTUAL PROPERTY RIGHTS AND TECHNOLOGY. 10.1 None of the Intellectual Property rights and Technology of the Vsource Companies have been subjected to any revocation or claim for infringement or passing-off action. In addition, to the best of the knowledge and belief of the Vendor, each of the Vsource Companies has complied with and shall continue to comply with all the legal and regulatory requirements within all laws having jurisdictions over it including new laws or regulations introduced by the relevant authority from time to time. 10.2 Each of the Vsource Companies, its employees and authorised agents are fully licensed to use the Technology and neither the relevant company, its employees nor authorised agents have breached any of the terms or conditions of such licences. For the avoidance of doubt, reference to licences in section 10 of this Schedule shall include all sub-licences and third party rights. Where necessary, each of the Vsource Companies has been duly authorized by the software owners to modify, alter and configure all existing software to suit its business operations and customer specifications.
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INTELLECTUAL PROPERTY RIGHTS AND TECHNOLOGY. 10.1 None of the Intellectual Property rights and Technology of the Vsource Companies have been subjected to any revocation or claim for infringement or passing-off action. In addition, to the best of the knowledge and belief of the Vendor, each of the Vsource Companies has complied with and shall continue to comply with all the legal and regulatory requirements within all laws having jurisdictions over it including new laws or regulations introduced by the relevant authority from time to time. 10.2 Each of the Vsource Companies, its employees and authorised agents are fully licensed to use the Technology and neither the relevant company, its employees nor authorised agents have breached any of the terms or conditions of such licences. For the avoidance of doubt, reference to licences in section 10 of this Schedule shall include all sub-licences and third party rights. Where necessary, each of the Vsource Companies has been duly authorized by the software owners to modify, alter and configure all existing software to suit its business operations and customer specifications. 10.3 None of the Vsource Companies has disclosed or to the best of the knowledge and belief of the Vendor, permitted the disclosure to any person of any of its Intellectual Property rights, Technology, data information pertaining to the Business or its business or lists of customers or suppliers, save to persons who have been properly authorised by the relevant Vsource Company to accept such information. 10.4 None of the Vsource Companies carry on business under any name other than under its current name.
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INTELLECTUAL PROPERTY RIGHTS AND TECHNOLOGY. 10.1. You shall not, under any circumstances acquire any right in or to any of the IPRs (including, without limitation, copyright) subsisting in, resulting from or relating to the Equipment or Software, or any 11.1. Intellectual property rights in the Software remain the property of the Company or its licensors. You agree to comply with the terms of the Agreement and any licences required by the owner of any intellectual property right in the Software notified to You by the Company or appearing on screen as an integral part of the Service. 11.2. The Company hereby grants You a non-exclusive revocable licence to use the Software in executable object code form only. 11.3. The licence granted to You under the Agreement is personal to You and may not be leased, sublicensed, transferred, assigned, lent or otherwise disposed of. 11.4. If You use the Software in any way which will result in You being in breach of the Agreement or the terms of any individual agreement provided with the Software or if You attempt to transfer, assign or otherwise dispose of Your licence to use the Software that licence is terminated immediately. 11.5. The Software is protected by copyright law. You must use the Software in accordance with the Agreement and the terms of any
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INTELLECTUAL PROPERTY RIGHTS AND TECHNOLOGY. 5.1 General Principles and Role of R&D Strategic Committee. (a) This ARTICLE V sets forth general principles applicable to the ownership of, and licenses to, Intellectual Property Rights and Technology related to R&D Projects. Notwithstanding the foregoing, the Parties acknowledge that they cannot anticipate and foresee as of the date hereof all of the specific details of the future R&D Projects or the appropriate allocation of rights to Intellectual Property Rights and Technology that may be related to such R&D Projects. As such, the Parties agree that the R&D Strategic Committee shall have the right, subject to Section 3.3 (as applicable), to agree to the allocation of rights and licenses with respect to Intellectual Property Rights and Technology related to a particular R&D Project that may differ from the terms set forth in this ARTICLE V. (b) The Parties agree that, notwithstanding the provisions of this ARTICLE V or this Agreement, no Intellectual Property Rights or Technology are licensed or allocated pursuant to this Agreement. Rather, in accordance with Section 5.1(a), and subject to Section 3.3 as applicable, the R&D Strategic Committee shall, prior to the commence of each R&D Project, establish written terms and conditions with respect to Intellectual Property Rights and Technology related to the applicable R&D Project, including the ownership and licensing (including sublicensing) thereof (each set of terms and conditions, a “Project IPRT Agreement”).
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INTELLECTUAL PROPERTY RIGHTS AND TECHNOLOGY. 11.1. You shall not, under any circumstances acquire any right in or to any of the IPRs (including, without limitation, copyright) subsisting in, resulting from or relating to the Equipment or Software, or any documents, drawings and/or specifications relating thereto supplied by the Service Provider to You in connection with the Products, unless otherwise expressly agreed by the Service Provider in writing. If You in any way acquire any such rights then You shall immediately inform the Service Provider and shall forthwith take such steps as may be required by the Service Provider to assign such rights or vest such title in the Service Provider. 11.2. You agree to comply with the terms of the Agreement and any licenses required by the owner of any Intellectual Property Right in the Services and/or Software notified to You by the Service Provider or appearing on screen as an integral part of the Service. If You do not consent to any such licenses, You may within 5 days of being notified of such a license terminate the Agreement. However Your continued use of the Service or failure so to terminate the Agreement will be deemed to constitute acceptance of the said licenses of Software and You shall not be entitled to terminate the Agreement under this Clause. 11.3. The license granted to You under the Agreement is personal to the named recipient and may not be leased, sublicensed, transferred,
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Related to INTELLECTUAL PROPERTY RIGHTS AND TECHNOLOGY

  • 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.

  • Intellectual Property Rights and Ownership 5.1. You acknowledge that all Intellectual Property Rights (including any new Intellectual Property Rights) arising out of or in connection with the Access Products and associated Documentation, belong at all times to Us or Our licensors. 5.2. Nothing in this Agreement shall transfer any Intellectual Property Rights in or arising from Access Products or Documentation to You but that these shall remain vested in Us or Our licensors. No rights to use any such Intellectual Property are granted, except as expressly stated in these Terms and Conditions or the relevant Statement of Work. If, notwithstanding this, any Intellectual Property Rights in or arising from the Access Product and/or Documentation are acquired by You (including any new Intellectual Property Rights), You hereby assign (and to the extent that any such Intellectual Property Rights are not capable of such assignment, agree to hold on trust) and agree to do all such things and sign all such documents as We may reasonably require in respect of the assignment of all such Intellectual Property Rights to Us or Our licensors as may be appropriate. 5.3. Subject to clauses 5.6 and 5.7, We will indemnify You against all direct costs, claims, demands, expenses (including reasonable legal costs) and liabilities of whatever nature incurred by or awarded against You arising out of or in connection with any claim that Your use of the Access Product(s) any Documentation, information, data, computer facilities or material that We supply, infringes a third party’s Intellectual Property (Infringement Claim). 5.4. We warrant that We are not aware that the Access Product(s) any Documentation, information, data, computer facilities or material that We supply, or Your use of the same in accordance with the terms of this Agreement, will infringe any third party’s Intellectual Property Rights but We have not carried out any investigation into the same. We shall indemnify You against all direct costs, claims, demands, expenses (including reasonable legal costs) and liabilities of whatever nature incurred by or awarded against You arising out of or in connection with any breach of the warranty contained in this clause. 5.5. If an Infringement Claim is alleged or threatened against either You or Us, or if We believe that the Access Product or the Documentation or any part thereof may infringe any third party’s copyright or registered patent (effective at the date of this Agreement), We may, at Our sole option, (i) procure such licence, authorisation or consent as is necessary to enable Your continued use of the Access Product and/or the Documentation; (ii) modify or replace the same as necessary to avoid infringement without any material adverse effect to the functionality of the Access Product; or (iii) terminate this Agreement and/or the affected Statement of Work and refund an amount equal to the unused portion of any Annual Licence Fees pre-paid in respect of such Software (as the case may be) to You. 5.6. You shall permit Us to have access upon reasonable Notice during the Licence Term to inspect during Business Hours the premises and the Customer System at or on which the Software is being kept or used, and any records kept pursuant to the Licence, for the purposes of ensuring that You are complying with the terms of this Agreement. In carrying out such an inspection We will comply with any reasonable restrictions You require, and We will only request such an inspection where We believe We have reasonable cause to do so. In the event that You have unauthorised copies of the Software, without prejudice to any other rights or remedies that We may have, You shall pay an additional fee to Us in respect of any such unauthorised copies calculated by reference to the standard list price prevailing at the date of invoice in respect of such Software. 5.7. Without prejudice to clause 5.8, We shall only be liable under the terms of this Agreement for an Infringement Claim or alleged Infringement Claim if (i) You promptly notify Us of any infringement or alleged infringement of which You are aware, or ought reasonably to have been made aware of; (ii) You make no admission as to liability or agree any settlement of such claim without Our prior written consent; (iii) You allow Us (or a relevant third party supplier), at Our expense, to conduct and/or settle all negotiations and litigation arising from any claim or action relating to the alleged infringement; and (iv) You, at Our expense, give Us (or a relevant third party supplier) such reasonable assistance as may berequested in such settlement or negotiation. 5.8. We shall have no liability for any Infringement Claim or alleged Infringement Claim to the extent such claim arises from (i) possession, use, development, modification, or operation of the Access Product or part thereof by You other than in accordance with the terms of this Agreement, the relevant Statement of Work or the Documentation; (ii) failure by You to take any reasonable corrective action directed by Us (including using an alternative, non-infringing version of the Access Products); or (iii) is based upon any item provided by You and incorporated into the Access Product(s) or used in combination with the Access Product(s) at Your request.

  • INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS A. Data produced under this Annex which is subject to paragraph C. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement will be protected for the period of one year. B. Under paragraph H. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement, Disclosing Party provides the following Data to Receiving Party. The lists below may not be comprehensive, are subject to change, and do not supersede any restrictive notice on the Data provided.

  • 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.

  • Patents and Intellectual Property Rights Recipients are subject to the Xxxx-Xxxx Act, 35 U.S.C. § 200 et seq, unless otherwise provided by law. Recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from federal financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14.

  • INTELLECTUAL PROPERTY RIGHTS - INVENTION AND PATENT RIGHTS A. General 1. NASA has determined that 51 U.S.C. § 20135(b) does not apply to this Agreement. Therefore, title to inventions made (conceived or first actually reduced to practice) under this Agreement remain with the respective inventing party(ies). No invention or patent rights are exchanged or granted under this Agreement, except as provided herein.

  • Third Party Intellectual Property Rights 10.7.1 Each Party shall give prompt written notice to the other of any intellectual property rights of any third party which could reasonably be considered as constituting impediment on the use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event the Parties shall agree on the strategy and procedural steps to be taken in respect of opposing and/or settling such potential impediment. 10.7.2 Each Party shall give prompt written notice to the other of claims or suits arising out of actual or alleged Infringement of Patent Rights, Know-How or other intellectual property owned by a third party, as a result of any use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event Licensee, subject to the provisions of Section 10.7.3, shall have the right to contest or defend such claim or suit on behalf of itself and on behalf of Ipsen. If Licensee elects to contest or defend such claim or suit, Licensee shall notify Ipsen of such election, and shall keep Ipsen fully informed of any development in such claim or suit, including by transmitting copies of all documents in such claim or suit. If Licensee contests or defends a claim or suit pursuant to this Section 10.7.2 and Ipsen has not elected to contest or defend such claim or suit subject to, and in accordance with, the provisions of Section 10.7.3, then (a) Licensee shall control the defense of such claim or suit, (b) Ipsen shall provide assistance in the defense of such claim or suit in a reasonable and timely manner upon reasonable request of Licensee and at Licensee’ sole cost and expense; and (c) Licensee shall have the right to compromise or settle such claim or suit; provided, however, that, if such claim or suit was originally made or filed against Ipsen or any of its Affiliates or pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Know-How, any such compromise or settlement by Licensee of such claim or suit shall be subject to Xxxxx’x prior written approval, which shall not be unreasonably withheld or delayed. Notwithstanding Licensee’s control of the defense of any claim or proceeding pursuant to this Section 10.7.2, Ipsen shall have the right to participate in such defense using counsel of its own choice and at its own expense, provided that such claim or proceeding was originally made or filed against Ipsen or any of its Affiliates or pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Inventions. 10.7.3 If, within [ ]* after Licensee receives written notice of any such claim or suit, Licensee elects not to contest or defend, or fails to notify Ipsen of its intent to contest to or defend, such claim or suit, then Ipsen shall have the right to contest or defend such claim or suit on behalf of itself and Licensee and shall keep Licensee fully informed of any development in such claim or suit, including by transmitting copies of all documents submitted in such claim or suit. Notwithstanding any of the foregoing provisions of this Section 10.7.3 to the contrary, Xxxxx’x right under this Section 10.7.3 to contest or defend such claim or suit shall apply only if either (i) such claim or suit was originally made or brought against Ipsen or any of its Affiliates or (ii) such claim or suit pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Inventions. If Ipsen contests or defends a claim or suit pursuant to this Section 10.7.3, then (a) Ipsen shall control the defense of such claim or suit, (b) Licensee shall provide assistance in the defense of such claim or suit in a reasonable and timely manner upon reasonable request of Ipsen and at Xxxxx’x sole cost and expense and (c) Ipsen shall have the right to compromise or settle such claim or suit; provided, however, that such compromise or settlement shall be subject to Licensee’s prior written approval, which shall not be unreasonably withheld or delayed. Notwithstanding Xxxxx’x control of the defense of any such claim or proceeding, Licensee shall have the right to participate in such defense using counsel of its own choice and at its own expense. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 10.7.4 The defending Party shall bear its own costs and expenses (including, without limitation, attorneys fees and court costs) in connection with the defense of any claim or suit pursuant to Section 10.7.2 or Section 10.7.3, and the defending Party shall also bear the costs and expenses of the other Party if and to the extent that such costs and expenses were incurred by such other Party in connection with reasonable assistance provided by such other Party in connection with such defense at the request of the defending Party. 10.7.5 In the event that, in connection with the defense of any claim or suit pursuant to this Section 10.7 or any settlement thereof, the defending Party shall receive damages, costs or other amounts, such damages, costs or other amounts shall be treated in the manner contemplated under Section 10.6 as if they had been received by the defending Party in connection with any action or proceeding initiated and pursued by the defending Party pursuant to Section 10.6 above. 10.7.6 The provisions of this Section 10.7 and the respective rights and obligations of the Parties under this Section 10.7 shall be without prejudice to any of the provisions of Article 15 or any of the respective rights and obligations of the Parties under Article 15.

  • 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. 42.2 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. 42.3 With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that: 42.3.1 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 Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect; 42.3.2 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; 42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand 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: 42.4.1 availability, provision or use of the Services (or any parts thereof); and 42.4.2 performance of the Supplier's responsibilities and obligations hereunder. 42.5 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. 42.6 If a claim or demand is made or action brought to which Clauses 42.3 and/or 42.4 may apply, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to Approval) at its own expense and within a reasonable time either: 42.6.1 modify any or all of the affected Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Off Contract; or 42.6.2 procure a licence to use the Services on terms that are reasonably acceptable to the Authority and in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and 42.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term and for no other purpose.

  • Infringement of Intellectual Property Rights Seller (or its supplier) shall indemnify and hold Purchaser harmless against an award of damages and costs against Purchaser by a final judgment of a court of last resort in the country in which the Equipment is originally installed by Seller resulting from actual or alleged patent infringement relating in any way to use or sale of the Equipment, or any component thereof furnished hereunder, provided that Purchaser (i) gives Seller immediate notice in writing of any suit or claim for infringement against Purchaser, (ii) permits Seller (or its supplier) to control the defense of any suit or claim, and (iii) gives Seller (or its supplier) all available information, assistance, and authority to enable Seller (or its supplier) to assume such defense. Seller (or its supplier) shall diligently defend and prosecute all such patent infringement litigation and shall keep Purchaser fully informed of all developments in the defense or adjustments of any such claim or action. If a final injunction or judgment in any patent infringement action is rendered restraining Purchaser’s use of the Equipment, or of any component thereof, Seller shall, at its option and expense, either (i) procure for Purchaser the right to use the Equipment, or (ii) replace or modify the infringing component so that it no longer infringes, or (iii) repurchase the Equipment upon its return to Seller, less reasonable depreciation of 2% per month from date of installation, for use, damage, or obsolescence. Seller shall have no liability whatsoever to Purchaser if any such patent infringement or claim thereof is based upon or arises from (i) the use of any Equipment in combination with an apparatus or device not manufactured or supplied by Seller and such combination cause the infringement, (ii) the use of any Equipment in a manner for which it was neither designed nor contemplated, or (iii) any modification of any Equipment by Purchaser, or by Seller at Purchaser’s request, or by any third party, which causes the Equipment to become infringing.

  • Intellectual Property Rights and Confidentiality 3.1 Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A in its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A. 3.2 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason. 3.3 The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.

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