INTELLECTUAL PROPERTY RIGHTS (IPR). The Supplier shall retain all rights to the Supplier's intellectual capital, including but not limited to the Supplier's methodologies, ideas, knowhow, techniques, models, tools, skills, generic industry information, knowledge and experience. In order to allow the Buyer the full use of the Delivery Items, the Supplier shall – as an integral part of the Delivery Items – grant all rights of use without any restrictions, includ- ing restrictions derived from patent law, design law, copyright law or trademark l aw. The Supplier furthermore represents and warrants that the Deliverables and the Buyer's import, use and possible subsequent export does not infringe any third party rights of whatever nature, and that no third party has the right to claim license fees , royalties or other payments from the Buyer for the ownership, possession or use of the Deliverables. If a third party should bring an action or submit a claim against the Buyer as a result of the Buyer's ownership and / or use of the Deliverables, the Buyer shall notify the Supplier without undue delay after receiving a notice, claim or similar from such third party and shall allow the Supplier to take over any proceedings, including commercial negotiations following the receipt of such notice, claim or similar. The Supplier shall keep the Buyer informed of the process . Upon receipt of such notice from the Buyer, the Supplier shall within 1 (one) week inform the Buyer if the Supplier wishes to take over any proceedings, including commercial nego- tiations, always provided that, in case of legal proceedings, always provided that the Sup- plier uses a reputable and recognized attorney or law-firm to handle the proceedings. The Buyer shall free of charge render reasonable assistance to the Supplier. The Supplier shall pay all other costs, including legal assistance and any expert assistance necessary. Should the Supplier not take over the proceedings, including commercial negotiations, within 1 (one) week, the Buyer shall be entitled to carry out the legal proceedings or related commercial negotiations. In this case, the Supplier must assist the Buyer, free of charge, to the extent necessary in such proceedings. The Buyer shall be held harmless for the cost of any legal services necessary and fair to defend the Buyer's position, any court fees, and fees of independent experts retained by the Buyer or appointed by the court, etc. If a claim from a third party is successful, i.e. if such third party is ab...
INTELLECTUAL PROPERTY RIGHTS (IPR). 7.1 All data, information, and materials provided to Vendor by CWT under this Agreement or any SOW, including CWT Data, are and shall remain the sole and exclusive property of CWT as sole owner or as custodian of such data, information, materials on behalf of a third party.
7.2 Vendor will at all times retain ownership of all IPR in Vendor Background IPR.
7.3 All Work Product delivered to CWT pursuant to this Agreement and applicable SOW, shall be in all respects the sole and exclusive property of CWT.
7.4 All IPR in the Work Product shall also be the sole and exclusive property of CWT and Vendor shall procure the waiver of any moral or performance rights in the Work Product.
7.5 All Work Product shall be considered work made for hire under copyright laws and authorship shall immediately vest in CWT. To the extent any Work Product does not qualify as work made for hire under copyright or other laws, Vendor hereby assigns all IPR in the Work Product to CWT.
7.6 At CWT's request, Vendor shall, and shall cause Vendor Personnel and their respective contractors and agents, to take all reasonable efforts, including executing and delivering documents and delivery and/or transmission of machine-readable code and/or source code to facilitate CWT's ownership and full enjoyment of all such Work Product and all IPR therein.
7.7 CWT shall be free to use and exploit rights in the Work Product without compensation to Vendor beyond the agreed price set forth in the applicable SOWs to this Agreement.
7.8 Vendor hereby grants CWT a perpetual, non-exclusive, non-revocable, fully paid-up, worldwide license to use Vendor Background IPR, and sublicense its use to the extent required for CWT to use and to obtain the intended benefit of the Services, Licensed Software, Hardware and/or Work Product as detailed in the relevant SOW.
7.9 To the greatest extent possible, Vendor shall not include any information or materials that are subject to any third party's rights in any Work Product. If Vendor includes any such third-party materials in any Work Product, Vendor hereby grants, and shall cause all applicable third parties to grant, CWT a non-transferable (except as otherwise provided by the Agreement), perpetual, non-exclusive, fully paid-up, and worldwide license to use Vendor IPR and any such third-party materials, and to sublicense such use to others, as required or helpful for CWT to use and to obtain the full enjoyment such Work Product.
7.10 Vendor represents and warrants that...
INTELLECTUAL PROPERTY RIGHTS (IPR). 1.13.1 It shall be a condition of the Contract that, except to the extent that the Services incorporate designs furnished by the Contracting Authority, the Services will not infringe any patent, trade xxxx, registered design, copyright or other right in the nature of Intellectual Property of any third party and the Successful Provider shall indemnify the Contracting Authority and the Crown against all actions, suits, claims, demands, losses, charges, costs and expenses which the Contracting Authority or the Crown may suffer or incur as a result of or in connection with any breach of this Condition.
1.13.2 All Intellectual Property Rights (including ownership and copyright, but excluding trade marks and trade names of the Supplier) in: any Specifications, instructions, plans, drawings, patents, patterns, models, designs or other material furnished to or made available to the Supplier by the Contracting Authority shall remain the property of the Contracting Authority; and the final version of any tangible product of the Services (the “Final Product”) delivered to the Contracting Authority and prepared by or for the Supplier for use, or intended use, in relation to the performance of this Contract;
1.13.3 shall (save as set out below) belong to the Contracting Authority on payment of the Contract Price for the Services, and the Supplier shall not and shall procure that the Supplier’s employees, servants, agents, suppliers and sub-contractors shall not (except when necessary for the implementation of the Contract or as otherwise permitted by the Contract) without prior written consent of the Contracting Authority, use any Intellectual Property Rights assigned to the Contracting Authority in accordance with this clause.
1.13.4 The Contracting Authority shall not require the Supplier and the Supplier shall not be obliged to transfer or assign: Intellectual Property Rights in any part of the Final Product that may be owned by a third party and which has been identified as such in the Final Product and or any Intellectual Property Rights in the Supplier’s methods of work, working papers, computer programmes, methodologies, skills, experience, expertise and any associated or related information maintained by the Supplier in any form, all Intellectual Property Rights therein remaining vested in the Supplier .
1.13.5 To the extent that matters excluded in the part (b) are comprised in or incorporated in or required in connection with a Final Product, the Provider sha...
INTELLECTUAL PROPERTY RIGHTS (IPR) patents, rights to inventions, copyright and neighboring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to xxx for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
INTELLECTUAL PROPERTY RIGHTS (IPR). 5.1 All Background IPR is and shall remain the exclusive property of the party owning prior to the Agreement.
5.2 Each party warrants to the other that its Background IPR does not, so far as it is aware, infringe the IPR of any third party and none of its Background IPR is the subject of any actual or, so far as it is aware, threatened challenge, opposition or revocation proceedings.
5.3 The Contractor shall have no right to use any IPR owned or licensed by the Authority save as may be necessary for the performance of its obligations under this Agreement and subject to such consents and restrictions as may be specified by the Authority.
5.4 The Contractor warrants that the provision of the Services does not and will not infringe any IPR of whatever nature of any third party anywhere in the world and that it has obtained, in writing, any licences, permissions or consents in connection with any Third Party IPR required for the provision of the Services, copies of which the Contractor shall provide to the Authority on request).
5.5 The Contractor warrants that it has all necessary contractual arrangements to enable it to perform its obligations under this clause.
5.6 Unless otherwise agreed, the Contractor hereby assigns (with full title guarantee) to the Authority ownership of any IPR in the products of the Services and shall procure the waiver in favour of the Authority of all moral rights relating to the products of the Services The Contractor undertakes at the Authority's request and expense to execute all deeds and documents which may reasonably be required to vest such rights in the Authority and to give effect to this clause.
5.7 The Contractor shall notify the Authority as soon as reasonably practicable, if any third party notifies the Contractor of a claim or an intention to make a claim against the Contractor or Authority for infringement or alleged infringement of any IPR arising out of, or in connection with, the Services.
INTELLECTUAL PROPERTY RIGHTS (IPR). 7.1 All IPR in the Software, any Products and the Services supplied by Civica from time to time, including all trade secrets, copyright, patent rights, ideas and any other IPR in relation thereto, shall belong to Civica or its suppliers or a third party licensor.
7.2 The Third Party Software owner’s terms shall apply, as detailed in the Special Terms, in respect of licensing of the Software.
INTELLECTUAL PROPERTY RIGHTS (IPR). 7.1 You will be entitled to the IPR in theses, dissertations, exercises and answers to tests, assignment tasks and examinations produced solely and exclusively by you as part of your coursework or research except where:
7.1.1 a person other than the School wholly or partly owns or is entitled to the IPR;
7.1.2 you are working in collaboration with others in a manner that gives rise to joint creation of IPR, or interdependent IPR, when you may be required to assign IPR to the School or place the results in the public domain without restriction;
7.1.3 you are also a member of staff of the School, in which case the School will be entitled to the IPR in the absence of specific agreement to the contrary; or
7.1.4 the IPR resides in databases, computer software, firmware, courseware and related material if they may reasonably be considered to possess commercial potential.
7.2 The School shall have a non-exclusive, royalty-free, perpetual licence to use material which falls within Condition 7.1 for teaching, research and other academic purposes.
7.3 The School is the proprietor of the registered trade mark of its name, logo and has goodwill and reputation to protect. You accordingly agree not to publish, post or commercially exploit in any form or medium any matter in which you are entitled to the IPR under Condition 7.1 in any form which mentions the name or logo of the School or any member of staff without our prior consent to the form and context.
INTELLECTUAL PROPERTY RIGHTS (IPR). There are no IPR obligations toward the European Commission (EC). All results and IPR generated within the projects are owned by the beneficiary that generates it. The Sub-Grant Agreement will introduce provisions concerning joint ownership of the results of the selected projects, if applicable. This will be assessed and negotiated case by case. This project has received funding from the European Union’s Horizon 2020 research and innovation programme
INTELLECTUAL PROPERTY RIGHTS (IPR). 10.1 Each Party shall retain the IPR in any Materials that they issue to the other Party in relation to this Contract, and agree to provide the other Party with an exclusive licence to use these Materials in the delivery of the Contract.
10.2 Both Parties warrant that all Background IPR is owned by that Party, or in the case of any Third Party IPR is licensed to that Party to be used in the Materials, and that the Materials do not infringe the Intellectual Property Rights of any third party. Either Party shall provide the other Party with copies of any licences, permissions or model consents acquired by that Party to fulfil the terms of the Contract which permit that Party to use Third Party IPR in the Materials. Such licences, permissions or model consents shall be in writing.
10.3 Each Party agrees that the other Party shall have no liability and shall indemnify, defend and hold the other Party harmless against any and all damages, liabilities, claims, causes of action, legal fees and costs incurred by the other Party in defending against any third-party claim of Intellectual Property Rights infringements or threats of claims thereof with respect of their use of the Materials, provided that:
(1) the use of the Materials has been in full compliance with the terms and conditions of this Contract;
(2) there is prompt notification of any such claim or threat of claim to the rights owning Party;
(3) the Party owning the IPR has sole and complete control over the defence or settlement of such claim.
10.4 The Contractor is to ensure that they have obtained all appropriate licences for any software used under this Contract, and IWM accepts no liable if the terms of the licence are infringed by the Contractor.
10.5 If the Contractor use software developed by themselves, no rights in the software are transferred to IWM as a result of its use in the Contract.
INTELLECTUAL PROPERTY RIGHTS (IPR). 16.1 The parties agree that any copyright or other IPR for the programme(s) created by either of the parties shall be vested in and be owned by the party responsible for creating and/or developing the relevant materials, unless otherwise agreed in writing between the parties. If any materials are developed jointly by the parties any copyright or other Intellectual Property Rights in those materials shall be vested in and owned by the parties jointly unless otherwise agreed in writing.
16.2 Any materials originating from either party shall be used by the other party solely for the purposes of performing the other party's obligations and exercising their rights under this agreement.
16.3 Each party shall promptly and fully notify the other of any actual, threatened or suspected infringement of any of its Intellectual Property Rights which comes to a party's notice and both parties shall do all such things as may be reasonably required to assist in taking or resisting any proceedings in relation to any such infringement.
