Intellectual Property; Trade Secrets Sample Clauses

Intellectual Property; Trade Secrets. The Company neither owns nor licenses Intellectual Property (which is defined to include the name of the Company, all fictional business names, trading names, registered and unregistered trademarks, service marks and applications, all patents and patent applications, and all copyrights in both published works and unpublished works) in the conduct of its Business. Neither the Company nor the Principal Shareholders have received any notice of any claims, controversies, lawsuits or judgments that affect the use or availability of the Company's name. All account encryption codes and associated software (collectively, "Trade Secrets") of the Company are current, accurate, and sufficient in detail and content to identify and explain them and to allow their full and proper use without reliance on the special knowledge or memory of others. The Company has taken all reasonable precautions to protected the secrecy, confidentiality, and value of its Trade Secrets. The Trade Secrets are not part of the public knowledge or literature, and, to the knowledge of the Principal Shareholders, have not been used, divulged, or appropriated either for the benefit of any Person (other than the Company) or to the detriment of the Company. "Person" shall mean any individual, corporation, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization or other entity. To the knowledge of the Principal Shareholders, no Trade Secret is subject to any adverse claim or has been challenged or threatened in any way. The Company licenses all software used by of the Company pursuant to valid and binding license agreements. All license agreements are in full force and effect and there are no defaults (or events which with notice, lapse of time or both, could constitute defaults) under such license agreements. The consummation of the transactions contemplated by this Agreement will not alter, impact on or otherwise affect any of the rights granted to the Company pursuant to such license agreements. None of the software has manifested any significant operating problems, other than such problems that have been corrected or are correctable in the ordinary course of business.
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Intellectual Property; Trade Secrets. (a) Part 3.18(a) of the Disclosure Letter sets forth a complete list of all of the material Intellectual Property the Company owns or has the right to use, except for mass-produced, shrink wrap computer software products licensed by third parties at a cost to the Company of less than $2,500 (the “Company Intellectual Property”). The Company is not, and has not received written notice or complaint that it is, infringing upon the intellectual property rights of any third party with respect to the Company’s use of the Company Intellectual Property, nor does the Company have Knowledge, nor has it received written notice that, any third party is infringing upon the rights of the Company in the Company Intellectual Property. There are no claims pending against the Company alleging that the Company’s use of the Company Intellectual Property infringes on the intellectual property rights of any third party and no such claim is Threatened.
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Intellectual Property; Trade Secrets. (a) Schedule 3.12(a) sets forth a complete list of all of the Intellectual Property each of the Targets own or have the right to use, except for mass-produced, shrink wrap computer software products licensed by third parties at a cost to each of the Targets of less than $2,500 (“Target Intellectual Property”). To the Knowledge of Seller, the Targets are not, and have not received written notices or complaints that they are, infringing upon the intellectual property rights of any third party with respect to either of the Targets’ use of Targets Intellectual Property, nor does Seller have Knowledge that any third party is infringing upon the rights of either of the Targets in Target Intellectual Property. To the Knowledge of Seller, there are no claims pending against either of the Targets alleging that either of the Targets’ use of Target Intellectual Property infringes on the intellectual property rights of any third party and no such claim is Threatened.
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Intellectual Property; Trade Secrets. (a) Any and all materials pertaining or related to the Company or its business created by Employee and any and all results and proceeds of the services of Employee hereunder, including without limitation ideas and concepts, (the "Work Product") will constitute specially commissioned works made for hire, which works and the copyrights therein and thereto will be the property of Company as the author thereof. To the extent sole and exclusive ownership of such copyrights and other rights in and to the Work Product does not vest in Company by virtue of the "work for hire" nature of Employee's engagement hereunder, Employee hereby fully, unconditionally and absolutely assigns, and shall immediately cause any independent contractor and other person or entity that might be considered an author or joint author with respect to the Work Product under United Sates or any other applicable copyright law, to fully, unconditionally and absolutely assign in writing to Company all copyrights and other rights Employee and/or such others may have or acquire in or to the Work Product in perpetuity throughout the universe, and Employee will immediately deliver such written assignments to Company. Employee hereby waives in favor of Company and assigns to Company, and will timely cause any independent contractor and other person or entity that might be considered an author or joint author with respect to the Work Product under United Sates or any other applicable copyright law, to waive in favor of Company and assign to Company, all so called "moral rights of authors", copyrights, copyright merger rights, and all similar or dissimilar rights of every nature and kind which Employee and/or such others may now or hereafter have in or in connection with any Work Product. The rights of Company hereunder are irrevocable and without right of rescission by Employee or reversion to Employee under any circumstances whatsoever. In the event of any dispute between Employee and Company, Employee shall be limited to Employee's remedies at law for damages, if any, and in no event shall Employee be entitled to rescind the rights granted herein, restrain or enjoin the use and exploitation of all or any part of the Work Product, or otherwise be entitled to any injunctive relief by reason of any breach or alleged breach of this agreement by Company or otherwise. Employee will immediately and without cost to Company, execute, procure and deliver any other documents or instruments, including, but no...
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Intellectual Property; Trade Secrets. (a) Schedule 2.12 contains an accurate and complete (i) list of all patents, trademarks, copyrights (registered or unregistered), trade names, assumed names and brand names and all applications therefor, owned, used or filed by Seller and used in the Business, (ii) list of all rights, licenses, permissions and other agreements relating to technology, know-how, software or processes used in the Business as currently conducted, whether proprietary to Seller or licensed or authorized to use by others, and, to the extent applicable, all applications therefor, owned, used or filed by Seller and (iii) a general description of all trade secrets and know-how which are used in the Business as currently conducted (the items set forth in clauses (i), (ii) and (iii) above are collectively referred to herein as the "INTELLECTUAL PROPERTY").
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Intellectual Property; Trade Secrets. (a) Schedule 2.12 contains an accurate and complete list of all patents, patent applications, registered and unregistered trademarks, and registered copyrights included in the Intellectual Property. In regard to the Intellectual Property, and except as set forth in Schedule
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Intellectual Property; Trade Secrets. (a) Schedule 3.22(a) sets forth a complete list of all of the material Intellectual Property the Company owns or has the right to use, except for mass-produced, shrink wrap computer software products licensed by third parties at a cost to the Company of less than $2,500 (the “Company Intellectual Property”). Neither Seller nor the Company has Knowledge or has received written notice that it is infringing upon the intellectual property rights of any third party with respect to the Company’s use of the Company Intellectual Property or has Knowledge or has received written notice that any third party is infringing upon the rights of the Company in the Company Intellectual Property. There are no claims pending against the Company alleging that the Company’s use of the Company Intellectual Property infringes on the intellectual property rights of any third party and, to the Knowledge of Seller no such claim is Threatened.
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Intellectual Property; Trade Secrets. Portions of the Confidential Information may also constitute trade secrets, as defined by the Uniform Trade Secret Act. Nothing in this Agreement limits the obligation of iReviewNow or SECOND PARTY to hold in confidence trade secret information and such obligation shall survive the expiration or termination of this Agreement. All new technology developed by the Statement of Work, relating to the work performed by SECOND PARTY shall not be used by SECOND PARTY or any third-party without prior written consent of iReviewNow.
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Intellectual Property; Trade Secrets 
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Related to Intellectual Property; Trade Secrets

  • Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • 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.

  • Intellectual Properties (a) All ownership, copyright, patent, trade secrecy and other rights in all works, designs, inventions, ideas, manuals, improvements, discoveries, processes, customer lists or other properties (the "Intellectual Properties") made or conceived by Executive during the term of his/her employment by the Company shall be the rights and property solely of the Company, whether developed independently by Executive or jointly with others, and whether or not developed or conceived during regular working hours or at the Company's facilities, and whether or not the Company uses, registers, or markets the same.

  • 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.

  • Intellectual Property Protection The Group Companies shall establish and maintain appropriate intellectual inspection system to protect the Proprietary Rights of the Group Companies. The Group Companies shall, and the Founders shall cause the Group Companies to fully comply with the laws and regulations in respect of the protection of the Proprietary Rights and refrain from infringing the Proprietary Rights of other parties. Ecommerce Company shall, and the other Warrantors shall procure Ecommerce Company to, use its best efforts to obtain as soon as possible and maintain the registration of the core trademarks used in the Business (including without limitation, the marks of “perfect diary”, “完美日记” and the combination of the foregoing) in the appropriate goods and services (including without limitation, cosmetics, cosmetics tools and advertisement). The Group Companies shall take all necessary or desirable actions to protect their trademarks, including initiating trademark petitions against any trademark applications filed by any third party for a trademark identical or similar to the Group Companies’ trademarks.

  • Transfer of Intellectual Property Rights Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.

  • Confidential Information Intellectual Property You acknowledge and agree that, as a result of your employment, you will have access to trade secrets and other confidential or proprietary information of the Company and its customers and vendors (“Confidential Information”). Such information includes, but is not limited to: (i) customers and clients and customer or client lists, (ii) accounting and business methods, (iii) services or products and the marketing of such services and products, (iv) fees, costs and pricing structures, (v) designs, (vi) analysis, (vii) drawings, photographs and reports, (viii) computer software, including operating systems, applications and program listings, (ix) flow charts, manuals and documentation, (x) databases, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (xii) copyrightable works, (xiii) all technology and trade secrets, and (xiv) all similar and related information in whatever form. You agree that you shall not disclose or use at any time, either during your employment with the Company or thereafter, any Confidential Information, except to the extent that such disclosure or use is directly related to the Company’s business, or unless required to by law, or unless and to the extent that the Confidential Information in question has become generally known to and available for use by the public other than as a result of your acts or omissions to act. In addition, you further agree that any invention, design or innovation that you conceive or devise from your use of Company time, equipment, facilities or support services belong exclusively to the Company, and that it may not be used for your personal benefit, the benefit of a competitor, or for the benefit of any person or entity other than the Company.

  • Confidentiality Intellectual Property The Executive agrees that during the Executive’s employment with the Company, whether or not under this Agreement, and at all times thereafter:

  • Confidential Information and Intellectual Property (a) Other than in the performance of the Executive’s duties hereunder, the Executive agrees not to use in any manner or disclose, distribute, publish, communicate or in any way cause to be used, disclosed, distributed, published, or communicated in any way or at any time, either while in the Company's employ or at any time thereafter, to any person not employed by the Company, or not engaged to render services to the Company, any Confidential Information (as defined below) obtained while in the employ of the Company.

  • Intellectual Property Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

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