Common use of Intellectual Property Rights and Trade Secrets Clause in Contracts

Intellectual Property Rights and Trade Secrets. 9.1 All Intellectual Property rights used or acquired by the Company in connection with its business are in full force and effect and are vested in and beneficially owned by it. 9.2 No right or licence has been granted to any person by the Company to use in any manner or to do anything which would or might otherwise infringe any of the Intellectual Property rights referred to above; and no act has been done or omission permitted by the Company whereby they or any of them have ceased or might cease to be valid and enforceable. 9.4 The business of the Company (and of any licensee under a licence granted by the Company) as now carried on does not and is not likely to infringe any Intellectual Property right of any other person (or would not do so if the same were valid) or give rise to a liability to pay compensation pursuant to the Patents Xxx 0000 Sections 40 and 41 and all licences to the Company in respect of any such Right are in full force and effect. 9.5 The Company has not (otherwise than in the ordinary and normal course of business) disclosed or permitted to be disclosed or undertaken or arranged to disclose to any person other than the Purchaser any of its know-how, trade secrets, confidential information, price lists or lists of customers or suppliers. 9.6 The Company is not a party to any secrecy agreement or agreement which may restrict the use of disclosure of information. 9.7 Nothing has been done or omitted by the Company which would enable any licensee under a licence granted by the Company to be terminated or which in any way constitutes a breach of terms of any licence.

Appears in 2 contracts

Samples: Share Sale Agreement (Aftersoft Group), Share Sale Agreement (Aftersoft Group)

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Intellectual Property Rights and Trade Secrets. 9.1 All 7.1 Particularsof all Intellectual Property rights used or acquired Rights owned by the Company Company, and particularly in connection with its business respect to the computer software called "Rentman" are listed in full force and effect and are vested in and beneficially owned by it. 9.2 No right or licence has been granted to any person by the Disclosure Letter; where registration is possible, the Company to use in any manner or to do anything which would or might otherwise infringe any is registered as proprietor; each of the Intellectual Property rights referred to above; and no act has been done or omission permitted by the Company whereby they or any of them have ceased or might cease to be Rights is valid and enforceable; and none of them is being used, otherwise than under a licence of which details are set out in the Disclosure Letter, claimed, opposed or attacked by another person. 9.4 7.2 The business of the Company Business (and of any licensee under a licence granted by the Company) does not, and is, as now carried on does not and is far as the Warrantors are aware, not likely to to, infringe any an Intellectual Property right Right of another person. 7.3 Particulars of any other person (or would licences granted to the Company in relation to Intellectual Property Rights are set out in the Disclosure Letter and the Company has not do so if committed a breach of the same were valid) or give rise to a licences. 7.4 The Company has no liability to pay compensation pursuant to the Patents Xxx 0000 Sections under sections 40 and 41 and all licences to of the Company in respect of any such Right are in full force and effectPatents Act 0000. 9.5 0.5 The Company has not (otherwise than in the ordinary and normal course of business) disclosed disclosed, or permitted to be disclosed or disclosed, nor undertaken or arranged to disclose disclose, to any a person other than the Purchaser Buyer any of its know-how, technical information, trade secrets, confidential information, price lists or lists of customers or suppliers. 9.6 7.6 The Company is not a party to any a secrecy agreement or agreement which may restrict the use of or disclosure of information. 9.7 7.7 Nothing has been done or omitted by the Company which would enable any a licensee under a licence granted by the Company to be terminated terminate it or which in any way constitutes a breach of terms of any licenceits terms.

Appears in 1 contract

Samples: Agreement for the Sales and Purchases of Share Capitals (Bridgestreet Accommodations Inc)

Intellectual Property Rights and Trade Secrets. 9.1 All Intellectual Property rights used or acquired by the Company or MAM USA, as the case may be, in connection with its business are in full force and effect and are vested in and beneficially owned by it. 9.2 No right or licence has been granted to any person by the Company or MAM USA to use in any manner or to do anything which would or might otherwise infringe any of the Intellectual Property rights referred to above; and no act has been done or omission permitted by the Company or MAM USA, as the case may be, whereby they or any of them have ceased or might cease to be valid and enforceable. 9.4 The business of each of the Company and MAM USA (and of any licensee under a licence granted by the Companyeither of them) as now carried on does not and is not likely to infringe any Intellectual Property right of any other person (or would not do so if the same were valid) or give rise to a liability to pay compensation pursuant to the Patents Xxx 0000 Act 1977 Sections 40 and 41 and all licences to the Company or MAM USA, as the case may be, in respect of any such Right are in full force and effect. 9.5 The Neither the Company nor MAM USA has not (otherwise than in the ordinary and normal course of business) disclosed or permitted to be disclosed or undertaken or arranged to disclose to any person other than the Purchaser any of its know-know- how, trade secrets, confidential information, price lists or lists of customers or suppliers. 9.6 The Neither the Company nor MAM USA is not a party to any secrecy agreement or agreement which may restrict the use of disclosure of information. 9.7 Nothing has been done or omitted by the Company or MAM USA which would enable any licensee under a licence granted by the Company or MAM USA, as the case may be, to be terminated or which in any way constitutes a breach of terms of any licence.

Appears in 1 contract

Samples: Share Sale Agreement (Auto Data Network)

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Intellectual Property Rights and Trade Secrets. 9.1 10.1 All Intellectual Property rights used or acquired Rights required by the any Group Company in connection with its business are in full force and effect and are vested in and beneficially owned by itit and no such right is being used, claimed, opposed or attached by any other person. 9.2 10.2 No express right or licence has been granted to any person by the any Group Company to use in any manner or to do anything which would or might otherwise infringe any of the Intellectual Property rights Rights referred to above; and so far as the vendor is aware, no act has been done or omission permitted by the any Group Company whereby they or any of them have ceased or might cease to be valid and enforceable. 9.4 10.3 The business of the Operating Company (and of any licensee under a licence granted by the Company) as now carried on does not and is not likely to infringe any Intellectual Property right Right of any other person (or would not do so if the same were valid) or give rise to a liability to pay compensation pursuant to the Patents Xxx Act 0000 Sections Xxxtions 40 and 41 and all licences to the any Group Company in respect of any such Right right are in full force and effect. 9.5 The 10.4 No Group Company has not (otherwise than in the ordinary and normal course of business) disclosed or permitted to be disclosed or undertaken or arranged to disclose to any person other than the Purchaser any of its know-how, trade secrets, confidential information, price lists or lists of customers or suppliers. 9.6 The 10.5 No Group Company is not a party subject to any secrecy agreement or agreement which may restrict the use of disclosure of information. 9.7 10.6 Nothing has been done or omitted by the any Group Company which would enable any licensee under a licence granted by the a Group Company to be terminated or which in any way constitutes a breach of the terms of any licence.

Appears in 1 contract

Samples: Share Sale Agreement (Reynard Motorsport Inc)

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