INTELLECTUAL PROPERTY, SOFTWARE AND PRODUCTS Sample Clauses

INTELLECTUAL PROPERTY, SOFTWARE AND PRODUCTS. (a) Section 3.13.1(a) of the TriZetto Disclosure Schedule contains (a) a complete and correct list of all Intellectual Property, Software and products relating to or used in the business or operations of the business of TriZetto and its Subsidiaries, and (b) a complete and correct list of all persons who have contributed to the creation or development of the Intellectual Property, Software and products. Except as set forth in Section 3.13.1(a) of the TriZetto Disclosure Schedule, no TriZetto stockholder, employee or contractor, nor any of their respective Affiliates, has any right, title or interest in or to any Intellectual Property, Software or products.
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INTELLECTUAL PROPERTY, SOFTWARE AND PRODUCTS. (a) Section 2.21.1(a) of the HealthWeb Disclosure Schedule contains (a) a complete and correct list of all Intellectual Property, Software and Products relating to or used in the business or operations of the business of HealthWeb, and (b) a complete and correct list of all persons who have contributed to the creation or development of the Intellectual Property, Software and Products. Except as set forth in Section 2.21.1(a) of the HealthWeb Disclosure Schedule, no HealthWeb Partner, employee or contractor, nor any of their respective Affiliates, has any right, title or interest in or to any Intellectual Property, Software or Products.
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INTELLECTUAL PROPERTY, SOFTWARE AND PRODUCTS. (a) Section 2.21.1(a) of the CBS Disclosure Schedule contains (a) a complete and correct list of all Intellectual Property, Software and Products relating to or used in the business or operations of the business of CBS or its Subsidiary, and (b) a complete and correct list of all persons who have contributed to the creation or development of the Intellectual Property, Software and Products. Except as set forth in Section 2.21.1(a) of the CBS Disclosure Schedule, no CBS Stockholder, employee or contractor, nor any of their respective Affiliates, has any right, title or interest in or to any Intellectual Property, Software or Products.
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INTELLECTUAL PROPERTY, SOFTWARE AND PRODUCTS. (a) Schedule 3.8.1(a) contains a complete and correct list of all patents, patent applications, patent licenses, copyrights, copyright licenses, trademarks, trademark applications and trademark licenses, trade names, service marks, service names, licenses, trade secrets, and any other know-how or intellectual property rights, and rights in any thereof ("Intellectual Property") and software programs and rights in any thereof ("Software") relating to or used in the business or operations of the Business ("
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INTELLECTUAL PROPERTY, SOFTWARE AND PRODUCTS. (i) Except as set forth in Section 2.26(a) of the Novaxxx Xxxclosure Schedule, all non-clerical employees of, or consultants to, Novaxxx xxxe executed a proprietary rights agreement or similar documentation (a copy of which has been provided to TriZetto) assigning all rights, title and interest to the Intellectual Property, Software and Products. To the Knowledge of
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INTELLECTUAL PROPERTY, SOFTWARE AND PRODUCTS. (i) Section 3.21(a)(i) of the Finserv Disclosure Schedule contains (a) a complete and correct list of all Intellectual Property, Software and Products relating to or used in the business or operations of the business of Finserv, and (b) a complete and correct list of all persons who have contributed to the creation or development of the Intellectual Property, Software and Products. No Finserv Securityholder, employee or contractor, nor any of their respective Affiliates, has any right, title or interest in or to any Intellectual Property, Software or Products.
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Related to INTELLECTUAL PROPERTY, SOFTWARE AND PRODUCTS

  • Intellectual Property; Software (a) Schedule 4.12 contains a list and description (showing in each case any product, device, process, service, business or publication covered thereby, the registered or other owner, expiration date and number, if any) of all Copyrights, Patent Rights and Trademarks owned by, licensed to or used by the Company.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • Software Licenses Seller has all necessary licenses to use all material third-party software used in Seller's business, and Seller's use of third-party software does not infringe the rights of any Person.

  • Third Party Software Customer acknowledges that in order for MyEcheck to perform the Consulting Services, Customer may need to obtain additional third party services ("Third Party Services") or third party technology ("Third Party Technology"). Customer agrees that the rights and licenses with respect to Third Party Technology and Third Party Services shall be under terms set forth in the pertinent purchase, license or services agreements between Customer and the vendors of such Third Party Software or Third Party Services. Customer shall execute and comply with appropriate purchase, license, or services agreements with respect to any Third Party Software or Third Party Services. Any amounts payable to third party vendors or service providers under such agreements are the sole responsibility of Customer and shall be paid directly by Customer to such third party vendors or service providers. MyEcheck Services Agreement

  • Technology and Intellectual Property (a) Schedule 2.22(a) sets forth a complete and correct list of all (i) registered trademarks, service marks, domain names, copyrights and patents; (ii) applications for registration or grant of any of the foregoing; (iii) unregistered trademarks, service marks, trade names, logos and assumed names; and (iv) licenses for any of the foregoing, in each case, owned by or for the benefit of the Company or a Company Subsidiary, or used in or necessary to conduct the Company’s or a Company Subsidiary’s business as presently conducted. The items on Schedule 2.22(a), together with all other trademarks, service marks, trade names, logos, assumed names, patents, copyrights, trade secrets, computer software, licenses, formulae, customer lists or other databases, business application designs and inventions currently used in or necessary to conduct the businesses of the Company or of a Company Subsidiary, constitute the “Intellectual Property.”

  • Intellectual Property Licenses Notwithstanding anything to the contrary contained in the TSA, and except as otherwise provided in Section 5.13 of the SPA, it shall be the responsibility of the Receiving Party (at the Receiving Party’s sole cost and expense) to obtain all licenses associated with the use of third party intellectual property, including but not limited to copyrights (e.g., software), trademarks and patents (and/or consents and extensions relating to such licenses), if any, necessary for the provision of Services to the Receiving Party during the Term. The Service Provider agrees to use commercially reasonable efforts to assist the Receiving Party in its negotiations with any licensors from whom the Receiving Party may require such a license (or consent or extension) during the Term. In the event the Receiving Party is unable to obtain a necessary license, consent or extension, the Services related to such license shall be removed from the scope of the TSA, without a reduction in fees or payments owed by the Receiving Party under the TSA. In all events, and in addition to (and not in limitation of) any similar rights that the Service Provider may have under the TSA, the Receiving Party shall indemnify, defend and hold the Service Provider harmless from and against any actions, liabilities and/or claims relating to the licenses and the license matters discussed in this provision. The Receiving Party’s obligation to pay any fees under this Section 1.5 shall apply whether or not such claims for fees arise from the Receiving Party’s continued or past access to or benefit from third party intellectual property. The Receiving Party also acknowledges the Service Provider’s right to initiate discussion with third party licensors that may involve the Receiving Party’s use of intellectual property. All negotiated agreements with third party licensors for the future use of or rights to intellectual property and associated services shall be at the cost of the Service Provider, provided that the Receiving Party shall bear the cost of incremental third party use fees which are specifically identified in the agreements with the third party licensors and which relate solely to the Receiving Party’s use (“Incremental License Fees”). Such Incremental License Fees shall be approved in advance in writing by the Receiving Party, which approval shall not be unreasonably withheld or delayed.

  • Licensed Software Section 3.17(f).......................................27

  • Intellectual Property License Solely for the purpose of enabling the Administrative Agent to exercise rights and remedies under this Section 6 and at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, an irrevocable, non-exclusive, worldwide license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of said Trademarks, to use, operate under, license, or sublicense any Intellectual Property now owned or hereafter acquired by the Grantors.

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Licenses; Intellectual Property Maintain, and cause each Subsidiary of the Borrower to maintain, in full force and effect, all licenses, franchises, Intellectual Property, permits, authorizations and other rights as are necessary for the conduct of its business, the loss of which could reasonably be expected to have a Material Adverse Effect.

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