Intellectual Property Rights in the Deliverables Sample Clauses

Intellectual Property Rights in the Deliverables. The Consultant assigns to the City all Intellectual Property Rights in the Deliverables, whether created before or after the Commencement Date. The Consultant undertakes to do all acts and execute all documents necessary or desirable for perfecting the City's title to the Deliverables. The City grants to the Consultant a non-exclusive, royalty-free and non-transferable licence for the term of this Contract, to use the Deliverables for the sole purpose of the Consultant performing its obligations under this Contract. Notwithstanding any provision to the contrary and in no way limiting the City’s ownership of the Deliverables, the City: acknowledges and agrees to make reasonable endeavours to consult with the Consultant before making any substantial alterations to the Deliverables; and after taking the steps set out in clause 10.2(d)(i), may exercise its rights under clause 10.2(a) in any manner it sees fit, regardless of the outcome of the consultation under clause 10.2(d)(i).
Sample 1
AutoNDA by SimpleDocs
Intellectual Property Rights in the Deliverables. Notwithstanding any other clause in this Agreement, Wellteq shall, subject to confidentiality obligations, be permitted to reuse all ideas, concepts or knowledge developed or acquired (other than those provided by Bupa or developed jointly by Bupa and Wellteq under a separate statement of work) during The Term of this Agreement. Nothing in this Agreement shall be construed to preclude Wellteq from acquiring, developing, promoting or enhancing technology performing the same or similar functions as any work product or services created for Bupa under the terms of this agreement.
Sample 1
Intellectual Property Rights in the Deliverables. Party−2 acknowledges and agrees that Party−1 contracted with Party−2 to create the Deliverables for Party−1 and that the Deliverables are owned by Party−1 in the entirety as: (a) a "work made for hire" (to the extent permitted by Law) in which Party−1 owns all copyrights as the author and all other intellectual property and proprietary rights, if legally applicable; and (b) the exclusive owner or assignee of all intellectual property and proprietary rights to the Deliverables. To the extent that any works within the Deliverables may not be considered a "work made for hire" under the United States copyright Laws, and to the extent that any rights to the Deliverables may be vested in any person other than Party−1, Party−2 hereby irrevocably grants and assigns, and represents and covenants to cause any third party to irrevocably grant and assign, free and clear of any liens, claims or encumbrances, exclusively to Party−1, each and every right in the Deliverables throughout the world, including all copyright, patent, trade secret, and all other intellectual property and proprietary rights, together with all renewals and extensions thereto, and the right to
Sample 1
Intellectual Property Rights in the Deliverables. (a) The Consultant assigns to the City all Intellectual Property Rights in the Deliverables, whether created before or after the Commencement Date.
Sample 1
Intellectual Property Rights in the Deliverables. 3.1. Method Grid and its licensors shall retain ownership of all Intellectual Property Rights in the Deliverables, excluding the Customer Materials.
Sample 1

Related to Intellectual Property Rights in the Deliverables

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!