Intellectual Property Rights; Licenses. 4.5.1 Buyer hereby grants a non-exclusive, non-assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer.
4.5.2 Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other intellectual property rights. All such intellectual property that is protectable by copyright will be considered: (a) work(s) made for hire for Buyer; (b) Seller will give Buyer “first owner” status related to the work(s) under local copyright law where the work(s) was created; or (c) if the Governing Law (defined in Section 17) does not allow Buyer to gain ownership of such intellectual property, Seller hereby grants to Buyer an exclusive, transferable, irrevocable, perpetual and worldwide license for such intellectual property. Any royalty fees for the grant to Buyer are covered by the consideration as per the Order.
4.5.3 If by operation of law any such intellectual property is not owned in its entirety by Xxxxx automatically upon creation, then Seller agrees to transfer and assign to Buyer, and hereby transfers and assigns to Buyer, exclusively the entire right, title and interest throughout the world to such intellectual property. Xxxxxx further agrees to enter into and execute any documents that may be required to transfer or assign ownership in and to any such intellectual property to Xxxxx.
Intellectual Property Rights; Licenses. 7.1 Ownership of DC IP. Title to and ownership of DC IP and Documentation and all applicable proprietary rights, including but not limited to, rights in patents, copyrights , author’s rights, trademarks, trade names, graphic design and design elements, order of operations, algorithms, data structure, organizational features, know-how and identified trade secrets in the DC IP and Documentation if any, shall remain at all times with DC, and subject to the license granted to Customer pursuant to this Agreement. Except as set forth herein, as permitted by applicable copyright law, or as may be permitted in writing by DC, Customer or Customer Affiliates shall not reverse engineer, decompile or disassemble the DC IP or any portion thereof, nor otherwise attempt to create or derive the source code (or the underlying ideas, algorithms, graphic designs, order of operations, or any other structures or organization) of the Software. No other right or license with respect to any proprietary rights is granted under this Agreement.
Intellectual Property Rights; Licenses. If any Patent, design, Trade mark or any other intellectual property rights apply to the delivery (goods/related service) or accompanying documentation shall be the exclusive property of the Vendor and BHEL shall be entitled to the legal use thereof free of charge by means of a non- exclusive, worldwide, perpetual license. All intellectual property rights that arise during the execution of the Purchase Order/ contract for delivery by vendor and/or by its employees or third parties involved by the vendor for performance of the agreement shall belong to BHEL. Vendor shall perform everything necessary to obtain or establish the above mentioned rights. The Vendor guarantees that the delivery does not infringe on any of the intellectual property rights of third parties. The Vendor shall do everything necessary to obtain or establish the alternate acceptable arrangement pending resolution of any (alleged) claims by third parties. The Vendor shall indemnify BHEL against any (alleged) claims by third parties in this regard and shall reimburse BHEL for any damages suffered as a result thereof.
Intellectual Property Rights; Licenses. All copyrights and other intellectual property rights existing prior to the Effective Date ("Pre-Existing Intellectual Property") will belong to the party that owned such rights immediately prior to the Effective Date.
Intellectual Property Rights; Licenses. 6.1 Unless otherwise specified in an SOW, any deliverables such as drawings, guidelines, technical specifications, reports, analyses, work products, software, designs, tools, tangible or intangible, supplied by Axis as part of the Professional Services and any modifications, improvements or derivative works of the foregoing resulting from or used in providing Professional Services (“Axis Deliverables”) and any copyright and/or other rights related to trademarks, trade secrets, patents, patent applications or any other intellectual property or proprietary right, however arising (“Intellectual Property Rights”) therein will remain the exclusive property of Axis, regardless of whether Customer has contributed to the conception or participated in the development of Axis Deliverables except as provided in Section 6.5 below.
6.2 Unless otherwise specified in the SOW, and upon full and final payment of all fees and expenses owing to Axis under the applicable SOW and/or PSA, Customer is hereby granted a non- exclusive, non-transferrable, non-sub-licensable license, unlimited in time, to, as applicable, (a) use any Axis Deliverables (or part thereof) for the sole purpose of designing, implementing, verifying, using and maintaining an IP Surveillance System in which Axis’ products are included and (b) allow its customers a right to use the Axis Deliverables solely as required to make use of the IP Surveillance System in such customer’s business. Except as provided in this Section 6.2, the Axis Deliverables may not be reproduced, published or distributed without Axis’ prior written consent.
6.3 In case the Axis Deliverables contain any software, the use of any such software by the Customer and Customer’s customers is governed by and subject exclusively to the then current Axis General Software License Agreement, which can be found at xxx.xxxx.xxx.
6.4 With respect to any materials, documentation and software that Customer provides to Axis for the purpose of providing Professional Services (“Customer Provided Materials”), Customer represents and warrants that Customer has the necessary rights to provide the Customer Provided Materials to Axis, so that Axis can access, use and modify Customer Provided Materials as necessary for Axis’ performance of the Professional Services.
6.5 The Customer will retain ownership of any and all Intellectual Property Rights in and to any Customer Provided Materials. Axis is hereby granted a non-exclusive license to use such materials fo...
Intellectual Property Rights; Licenses. (a) SCHEDULE 3.16 lists all material patents, patent applications, patent disclosures, software, trademarks, trademark applications, trademark registrations and copyrights (collectively, the "Intellectual Property Rights") which are owned by Deanco or used by Deanco in its business. Except as disclosed on SCHEDULE 3.16, all such patents and trademarks are owned outright by Deanco on an exclusive, irrevocable basis for the term of the registration free and clear of all Encumbrances. Except as disclosed on SCHEDULE 3.16, no action, investigation or proceeding is pending, or to the knowledge of Deanco, threatened, against Deanco which involves any such Intellectual Property Rights. To the knowledge of Deanco, no Person is infringing such Intellectual Property Rights. Deanco has all requisite intellectual property rights to conduct its business as presently conducted. To the knowledge of Deanco, Deanco has not infringed since September 30, 1994, and is not now infringing, on any intellectual property rights of any Person.
(b) SCHEDULE 3.16 lists all material governmental franchises, licenses, approvals, authorizations and permits (collectively, the "Licenses") which are held or used by Deanco. The Licenses constitute all such franchises, licenses, approvals, authorizations and permits which are required by applicable law to be held by Deanco, the absence of which would have a Material Adverse Effect. The Licenses are in full force and effect, and no action for the suspension or cancellation of any License is pending.
(c) Deanco is in compliance with the terms and conditions of the Licenses, except where the failure to so comply would not have a Material Adverse Effect.
Intellectual Property Rights; Licenses. (a) Seller Parent hereby grants, on behalf of itself and the Seller Parties, with effect from Closing, to the Buyers, Target Companies and their Affiliates, a perpetual, irrevocable, worldwide, non-exclusive, transferable (only as transferred with the Business (in whole or in material part)), sublicensable (in multiple tiers), royalty‑free and fully paid-up license to use and exploit the Retained Maritime IP, solely for the purpose of conducting the Business, taking the full and unrestricted benefit of, and discharging any burdens or obligations under or with respect to, the In-Scope Assets, and otherwise taking the full and unrestricted benefit of, or using, holding for use, practicing, exploiting, licensing, distributing or otherwise making available the Maritime Products and In-Scope Assets. Without limiting the foregoing, Seller Parent hereby grants, on behalf of itself and the Seller Parties, with effect from Closing, to the Buyers, Target Companies and their Affiliates, a perpetual, irrevocable, worldwide, non-exclusive, transferable (only as transferred with the Business (in whole or in material part)), sublicensable (in multiple tiers), royalty‑free and fully paid-up license to use, reproduce, distribute, publicly perform, publicly display and make derivative works of the Retained Maritime Software (in source code, object code and executable code forms); provided, however that such rights granted to the Buyers, Target Companies and their Affiliates exclude any right to publicly display or disclose the source code to the Retained Maritime Software. To the extent within its reasonable possession or control, Seller Parties shall provide Buyers with electronic copies of tangible embodiments of any Retained Maritime IP (including any Retained Maritime Software), including as may be contemplated and agreed in the Transition Services Agreement. Any derivatives or improvements to Retained Maritime IP (including any Retained Maritime Software) created or developed by any Buyer, Target Company or any of their Affiliates, under the foregoing licenses, shall 45. be owned by the applicable Buyer, Target Company or Affiliate. Each of the foregoing licenses shall be enforceable by the beneficiaries of such licenses.
(b) CanadaCo hereby grants to the Seller Parties, with effect from Closing, a perpetual, irrevocable, worldwide, non-exclusive, transferable (only as transferred with the Retained Business (in whole or in material part)), sublicensable (in multiple ti...
Intellectual Property Rights; Licenses. 4.5.1 Buyer hereby grants a non-exclusive, non-assignable license, which is revocable with or without cause at any time, to Seller to use any information, drawings, specifications, computer software, know-how and other data furnished or paid for by Buyer hereunder for the sole purpose of performing this Order for Buyer. Any goodwill derived from such use by Buyer inures to the benefit of Seller.
4.5.2 Buyer shall own exclusively all rights in ideas, inventions, works of authorship, strategies, plans and data created in or resulting from Seller’s performance under this Order, including all patent rights, copyrights, moral rights, rights in proprietary information, database rights, trademark rights and other industrial and intellectual property rights. All such intellectual property that is protectable by copyright will be considered: (a) work(s) made for hire for Buyer or commissioned by the Buyer;
Intellectual Property Rights; Licenses. 6.1. It is agreed between the Parties that all the previous knowledge in the product will remain under Duke ownership and that all other previous knowledge will remain under the ownership of the Party who owned it prior to the signing of this Agreement.
6.2. Subject to the provisions of this Agreement, Duke hereby grants Elbit a full and irrevocable license in all the previous knowledge in the product, for Elbit’s use, whether itself or through others, for purpose of development, marketing, production and sales of the [**] product or as being integrated into the system or any other platform, its maintenance and upkeep, for defense uses and/or for defense entities and/or for para-security entities. It is agreed that in the event that Elbit decides to terminate the Collaboration as set forth in Section 8.2 hereunder, said License will expire, except for the purpose of completing fulfilment of liabilities previously undertaken by Elbit.
Intellectual Property Rights; Licenses. Pursuant to an applicable SOW, Service Provider may create one or more deliverables for Client. A deliverable may be made up of one of, or any combination of, the following intellectual property:
(1) the Client Content; (2) Service Provider Work Product; (3) Service Provider Property; and (4) Third Party Property.
