INTELLECTUAL PROPERTY, SOFTWARE AND PRODUCTS Sample Clauses

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. (b) Except as set forth in Section 2.21.1(b) of the CBS Disclosure Schedule, CBS and its Subsidiary own all right, title and interest in and to all Intellectual Property and Software used in or necessary for the conduct of CBS' and its Subsidiary's businesses as presently conducted, including, without limitation, all Intellectual Property and Software developed or discovered in connection with or contained in or related to CBS' or its Subsidiary's Products, free and clear of all liens, mortgages, charges, pledges, claims and encumbrances (including without limitation any distribution rights and royalty rights). Except as disclosed in Section 2.21.1(b) of the CBS Disclosure Schedules, all persons who have contributed to the creation or development of the Intellectual Property, Software and Products have executed an Assignment of Rights Agreement transferring any and all ownership rights to CBS. None of the Products contain any codes or modules which have been created or developed by third parties. Such Intellectual Property and Software constitutes all Intellectual Property and Software necessary for the conduct of its business in the manner conducted immediately prior to the Closing. To the knowledge of CBS or the CBS Stockholders, neither CBS nor its Subsidiary has infringed nor is infringing upon any Intellectual Property or Software rights of others. Except as set forth in Section 2.21.1(b) of the CBS Disclosure Schedules, CBS and its Subsidiary have the exclusive right to use, sell, license and dispose of, and has the right to bring actions for infringement of all Intellectual Property, Software and Products used in connection with their businesses. To the best knowledge of the CBS Stockholders, the Products do not include any Intellectual Property or Software that is in the public domain. (c) Except as set forth in Sectio...
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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. (b) Except as set forth in Section 3.13.1(b) of the TriZetto Disclosure Schedule, TriZetto and its Subsidiaries own all right, title and interest in and to all Intellectual Property and Software used in or necessary for the conduct of TriZetto's and its Subsidiaries' businesses as presently conducted, including, without limitation, all Intellectual Property and Software developed or discovered in connection with or contained in or related to TriZetto's or its Subsidiaries' products, free and clear of all liens, mortgages, charges, pledges, claims and encumbrances (including without limitation any distribution rights and royalty rights). Except as disclosed in Section 3.13.1(b) of the TriZetto Disclosure Schedules, all persons who have contributed to the creation or development of the Intellectual Property, Software and products have executed an Assignment of Rights Agreement or similar
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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. (b) Except as set forth in Section 2.21.1(b) of the HealthWeb Disclosure Schedule, HealthWeb own all right, title and interest in and to all Intellectual Property and Software used in or necessary for the conduct of HealthWeb's business as presently conducted, including, without limitation, all Intellectual Property and Software developed or discovered in connection with or contained in or related to HealthWeb's Products, free and clear of all liens, mortgages, charges, pledges, claims and encumbrances (including without limitation any distribution rights and royalty rights). Except as disclosed in Section 2.21.1(b) of the HealthWeb Disclosure Schedules, all persons who have contributed to the creation or development of the Intellectual Property, Software and Products have executed an Assignment of Rights Agreement transferring any and all ownership rights to HealthWeb. None of the Products contain any codes or
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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. (b) Except as set forth in Section 3.13.1(b) of the TriZetto Disclosure Schedule, TriZetto and its Subsidiaries own all right, title and interest in and to all Intellectual Property and Software
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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. (ii) Finserv owns all right, title and interest in and to all Intellectual Property and Software used in or necessary for the conduct of Finserv's business as presently conducted, including, without limitation, all Intellectual Property and Software developed or discovered in connection with or contained in or related to Finserv's Products, free and clear of all liens, mortgages, charges, pledges, claims and encumbrances (including without limitation any distribution rights and royalty rights). All persons who have contributed to the creation or development of the Intellectual Property, Software and Products, including, without limitation, all employee, independent contractors and consultants, have executed an Assignment of Rights Agreement transferring any and all ownership rights to Finserv. None of the Products contain any codes or modules which have been created or developed by third parties. Such Intellectual Property and Software constitutes all Intellectual Property and Software necessary for the conduct of its business in the manner conducted immediately prior to the Closing. To the Knowledge of Finserv or the Finserv Securityholders, Finserv has not infringed, nor is infringing, upon any Intellectual Property or Software rights of others. Finserv has the exclusive right to use, sell, license and dispose of, and has the right to bring actions for infringement of, all Intellectual Property, Software and Products. To the Knowledge of Finserv or the Finserv Securityholders, the Products do not include any Intellectual Property or Software that is in the public domain. (iii) No claims have been asserted against Finserv by any person challenging Finserv's use or distribution (including manufacture, marketing license, or sale) of any Product or products utilized by Finserv (including, without limitation, Third Party Technology), or challenging or questioning the validity or effectiveness of any lic...
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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 ("Intellectual Property" and "Software shall collectively be referred to as the "Technology"). Except as disclosed in Schedule 3.8.1(a), no employee of Seller has any right, title or interest or to any Technology used in the Business.
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Related to INTELLECTUAL PROPERTY, SOFTWARE AND PRODUCTS

  • Intellectual Property; Software Other than as set forth on Schedule 5.12: (a) There are no Copyrights, Patent Rights and Trademarks (including any assumed or fictitious names used by the Company within the previous two (2) years) owned by or licensed to the Company. (b) There is no Software owned by or licensed to the Company except for mass market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (c) The Company is not a party to Contracts which relate to: (i) any Copyrights, Patent Rights or Trademarks; (ii) any Trade Secrets owned by or licensed to the Company; and (iii) any Software, other than market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (d) The Company owns the entire right, title and interest in and to, or has the valid and enforceable right to use, the Intellectual Property and Software used in the Business as currently conducted, and to the Knowledge of Seller there is no other Intellectual Property necessary for the Company to conduct the Business as currently conducted. (i) No infringement, misappropriation or violation of any Intellectual Property, or any rights of publicity or privacy relating to the use of names, likenesses, voices, signatures or biographical information, of any other Person has occurred or results in any way from the operation of the Business or the use, sale or distribution of any Intellectual Property owned by or licensed exclusively to the Company; (ii) no claim of any infringement, misappropriation, violation or dilution of any Intellectual Property or any such rights of any other Person has been made or asserted in respect of the operation of the Business; (iii) no claim of invalidity of any Intellectual Property owned by the Company has been made by any other Person; (iv) no Proceedings are pending or, to the Knowledge of Seller, threatened that challenge the validity, ownership or use of any Intellectual Property owned by the Company; (v) the Company has not had notice of, and, to the Knowledge of Seller, there is no basis for, a claim against the Company that the operations, activities, products, Software, equipment or processes of the Business infringe, misappropriate, violate or dilute any Intellectual Property or any such rights of any other Person; and (vi) to the Knowledge of Seller, no Person infringes, misappropriates or violates any Intellectual Property owned or exclusively licensed by or to Seller, in each case except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property Warranty CONTRACTOR represents and warrants that its performance of all obligations under this Contract does not infringe in any way, directly or contributorily, upon any third party’s intellectual property rights, including, without limitation, patent, copyright, trademark, trade secret, right of publicity and proprietary information.

  • 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 1. The Software may contain third party software that requires and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located at xxxx://xxx.xxxxxxxxx.xxx/thirdparty/index.html and are made a part of and incorporated by reference into this XXXX. By accepting this XXXX, You are also accepting the additional terms and conditions, if any, set forth therein.

  • Intellectual Property Licenses Except as set forth in Section 4.5 of the Company Disclosure Letter, the Company possesses adequate Intellectual Property to continue to conduct its business as heretofore conducted by it or as projected to be conducted in the Operating Plan, and all Intellectual Property existing on the date hereof, together with in the case of patents and Trademarks, the date of issuance thereof, is listed in Section 4.14 of the Company Disclosure Letter. With respect to Intellectual Property of the Company unless such Intellectual Property has become obsolete or is no longer used or useful in the conduct of the business of the Company: (a) it is valid and enforceable, is subsisting, and has not been adjudged invalid or unenforceable, in whole or in part; (b) the Company has made all necessary filings and recordations to protect its interest therein, including, without limitation, recordations of all of its interest in its Patent Property and Trademark Property in the United States Patent and Trademark Office and, to the extent necessary for the conduct of the Company's business, in corresponding offices throughout the world; (c) except as set forth in Section 4.5 of the Company Disclosure Letter, the Company is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property owned by it and no claim has been made that the use of any of its owned Intellectual Property does or may violate the asserted rights of any third party; and (d) the Company has performed, and the Company will continue to perform, all acts, and the Company has paid and will continue to pay, all required fees and taxes, to maintain each and every item of such Intellectual Property in full force and effect throughout the world, as applicable. The Company owns directly or is entitled to use, by license or otherwise, all patents, Trademarks, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of importance to the conduct of the Company's business.

  • INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS A. Data produced under this Annex which is subject to paragraph C. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement will be protected for the period of one year. B. Under paragraph H. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement, Disclosing Party provides the following Data to Receiving Party. The lists below may not be comprehensive, are subject to change, and do not supersede any restrictive notice on the Data provided.

  • Licensed Software Computer program(s) provided by Contractor in connection with the Deliverables, subject to Section 14 of this Contract.

  • Intellectual Property License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party. 20.2 Except at otherwise expressly provided in this Agreement, no license under patents, copyrights or any other Intellectual Property right (other than the limited license to use consistent with the terms, conditions and restrictions of this Agreement) is granted by either Party or shall be implied or arise by estoppel with respect to any transactions contemplated under this Agreement.

  • 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.

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