Intellectual Proprietary Rights. 5.1 Intellectual Property Rights Ownership. As between the Parties, Pantheon retains ownership in and reserves all right, title, and interest in and to any and all Proprietary Rights in and to the Documentation, Subscription Plans, the Support and Professional Services excluding Subscriber Confidential Information, the UI, and Software Tools, in whole and in part, and all derivative works thereof (“Pantheon IP”). Except for Pantheon IP, as between the Parties, Subscriber retains ownership in and reserves all right, title, and interest in and to any and all Proprietary Rights in and to Subscriber Content and any works created by Subscriber or End User that do not include any Pantheon IP. Except as expressly set forth in Section 5.2 below, no express or implied license or right of any kind is granted to Subscriber regarding any Pantheon IP, the Services, or any part thereof, including without limitation any right to obtain possession of any source code, data or other technical material relating to the Services. All rights not expressly granted to Subscriber are hereby reserved by Pantheon.
Intellectual Proprietary Rights. The Supported Software, including any fixes or updates provided to you, is licensed, not sold. All intellectual property rights, including all copyrights and patent rights, in and to the Supported Software will, at all times, remain with NXP or its licensors. NXP and its licensors reserve all rights not expressly granted to you. Physical copies of the Supported Software remain the property of NXP. You must fully reproduce any copyright or other notice marked on any part of the Supported Software on all authorized copies and must not alter or remove any such copyright or other notice.
Intellectual Proprietary Rights. (i) The Executive agrees that the results and proceeds of the Executive’s services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed for the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived or reduced to practice or learned by the Executive, either alone or jointly with others (collectively, “Inventions”), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Company) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright and other intellectual property rights (collectively, “Proprietary Rights”) of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to the Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then the Executive hereby irrevocably assigns and agrees to assign any and all of the Executive’s right, title and interest thereto, including, without limitation, any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, to the Company (or, if applicable or as directed by the Company, any of its Affiliates), and the Company or such Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company or such Affiliates without any further payment to the Executive whatsoever. As to any Invention that the Executive is required to assign, the Executive shall promptly and fully disclose to the Company all information known to the Executive concerning such Invention. The Executive hereby waives and quitclaims to the Company any and all claims, of any natur...
Intellectual Proprietary Rights. 8.1. All IP rights for the Product shall stay with Mennen. For the avoidance of doubt it is hereby clarified that Mennen shall have no rights whatsoever in connection with the G-Medical’s Wireless ECG System regardless of whether or not the Product was integrated therein.
8.2. Mennen will indemnify G-Medical and its Mother company in Malta that owns 100% of G-Medical, and affiliated companies that are owned 100% by the G-Medical’s Mother company in Malta only of any direct damages, losses and expenses (including reasonable legal fees resulting therefrom) awarded by a court verdict that the use of the Product infringes third party’s intellectual property rights.
8.3. In the event that the Product or any portion thereof, has become, or in Mennen’s and/or G-Medical’ opinion is likely to become, subject of an intellectual property rights’ suit or proceeding and the use of the Product or any portion thereof may be injured, Mennen shall, at its sole expense, upon consultation with G-Medical: (and without derogating from any other right or remedy available to G-Medical as defined in 8.2):
8.3.1. obtain for G-Medical the right to use the Product;
8.3.2. replace or modify the Product in such a way that (i) it become non-infringing and non-misappropriating and (ii) it substantially perform in the same manner or substantially provide the same results and there is no material adverse effect in their overall performance.
8.3.3. if the foregoing alternatives are not available or too costly in Mennen’s opinion, Mennen may demand G-Medical to stop using the Product, and refund G-Medical, the amount G-Medical paid Mennen for the Product.
Intellectual Proprietary Rights. The Company and its Subsidiaries own or have the right to use all Intellectual Property necessary for the operation of their businesses as presently conducted. SCHEDULE 4.16 constitutes a full and complete list of all material Intellectual Property that the Company and its Subsidiaries own or license (to or from a third party) in connection with their operations (the "COMPANY INTELLECTUAL PROPERTY ASSETS"), and specifies whether such Intellectual Property is owned or used under license and whether the Company and its Subsidiaries act as licensor or licensee. The Company and its Subsidiaries hold all right, title and interest in and to those Company Intellectual Property Assets which are specified as owned by them, except where the failure to hold all such right, title and interest would not have a Material Adverse Effect. All material license agreements and all other instruments relating to material licenses are in full force and effect and true and complete copies thereof have been provided to the Purchaser. None of the Company Intellectual Property Assets have been held or stipulated to be invalid in any litigation which has been concluded and the validity of the Company Intellectual Property Assets has not been questioned in any litigation that is currently pending or, to the Company's Knowledge, threatened, except where any such pending or threatened litigation would not have a Material Adverse Effect. To the Company's Knowledge, none of the Company and its Subsidiaries infringes on the Intellectual Property of any third party through its actions in the conduct of its business in any material respect.
Intellectual Proprietary Rights. The Purchaser and its Subsidiaries own or have the right to use all Intellectual Property necessary for the operation of their businesses as presently conducted. SCHEDULE 5.16 constitutes a full and complete list of all material Intellectual Property that the Purchaser and its Subsidiaries own or license (to or from a third party) in connection with their operations (the "PURCHASER INTELLECTUAL PROPERTY ASSETS"), and specifies whether such Intellectual Property is owned or used under license and whether the Purchaser and its Subsidiaries act as licensor or licensee. The Purchaser and its Subsidiaries hold all right, title and interest in and to those Purchaser Intellectual Property Assets which are specified as owned by them, except where the failure to hold all such right, title and interest would not have a Material Adverse Effect. All material license agreements and all other instruments relating to material licenses are in full force and effect and true and complete copies thereof have been provided to the Company. None of the Purchaser Intellectual Property Assets have been held or stipulated to be invalid in any litigation which has been concluded and the validity of the Purchaser Intellectual Property Assets has not been questioned in any litigation that is currently pending or, to the Purchaser's Knowledge, threatened, except where any such pending or threatened litigation would not have a Material Adverse Effect. To the Purchaser's Knowledge, the Purchaser and its Subsidiaries do not infringe on the Intellectual Property of any third party through its actions in the conduct of its business in any material respect.
Intellectual Proprietary Rights. “IPR”)
7.1 The Customer acknowledges and agrees that all IPR in the Software belongs to Bitplane or Bitplane’s Licensor (as the case may be), and the Customer shall have no rights in or to the Software other than the right to use it in accordance with the terms of this Licence. Nor shall it acquire in any way any title, rights of ownership, IPR of whatever nature in the Software or in any copies of it. All such interests and rights are and shall remain the exclusive and absolute property of Bitplane or Bitplane's Licensor as applicable.
7.2 The IPR and all other proprietary rights in any materials developed under this Agreement in connection with the Support Services (including Updates) will remain vested in and be the absolute property of Bitplane or Bitplane's Licensor. The Customer will do all such acts and things as Bitplane may reasonably require for the purpose of preserving or perfecting such vesting.
7.3 The Customer agrees not to conceal, modify, remove, or destroy in any way any proprietary markings of Bitplane or Bitplane's Licensor on or in the Software including without limitation any copyright notices or confidential legends placed upon or contained within the Software or any related materials and documentation. The Customer shall incorporate or reproduce such proprietary markings in any permitted back-up or other copies.
7.4 The Customer acknowledges and understands that the Software contains confidential and proprietary information and the Customer shall:
7.4.1 not provide or otherwise make any of the Software available for any reason to any third party except as permitted by the Agreement or otherwise in accordance with express written authority signed by an authorised signatory of Bitplane;
7.4.2 keep confidential the Software and limit access to the same to those of its Representatives who either have a need to know or who are engaged in the use of the Software;
7.4.3 maintain an accurate and up-to-date record of the number of instances of the Software installed which are in use by the Customer and of users and Representatives in each environment;
7.4.4 use its best endeavours to ensure that all relevant Representatives are advised that the Software constitutes confidential and proprietary information of Bitplane and/or Bitplane's Licensors and that all IPR therein are the property of Bitplane and/or Bitplane's Licensor and that they owe a duty of confidentiality to Bitplane and/or Bitplane's Licensor.
7.5 The Customer shall effect and m...
Intellectual Proprietary Rights. Copyrights Trademark information Right of inspection and correction
Intellectual Proprietary Rights. (a) Schedule 2.16(a)(i) of the Disclosure Letter contains a true, correct and complete list of each issued or pending Registration of Seller related to the Business or the Purchased Assets. Each Registration is and at all times has been in compliance with all Legal Requirements, and all filings, payments, and other actions required to be made or taken to maintain such Registration in full force and effect have been made by the applicable deadline. Except as provided in Schedule 2.16(a)(i) of the Disclosure Letter, no application related to any Registration has been abandoned, allowed to lapse, or rejected.
(b) (i) Schedule 2.16(b)(i) of the Disclosure Letter is an accurate and complete list and description (including a name, product description, version level, the language in which it is written and the hardware requirements) of all Seller Proprietary Software.
(ii) Schedule 2.16(b)(ii) of the Disclosure Letter is an accurate and complete list and description (including a name, product description, version level, the language in which it is written and the hardware requirements) of all Third Party Software that constitutes a component of the Products and Services.
(c) (i) Seller has, and immediately following the Closing Buyer shall have, good and marketable title to all of the Seller Proprietary Software and holds all rights in and to the Intellectual Property attributable thereto, and has the rights in and to the Third Party Software, the Intellectual Property attributable thereto and all other Intellectual Property, as may be necessary to operate the Business consistent with past practices, free and clear of all Liens (other than Permitted Liens). Except as provided in Schedule 2.13(d), no Seller Proprietary Software or any Intellectual Property attributable thereto is subject to any Proceeding that restricts in any manner the use, transfer or licensing thereof by Seller or may affect the validity, use or enforceability of the Seller Proprietary Software or any Intellectual Property attributable thereto.
Intellectual Proprietary Rights. (a) Schedule 5.16(a) of the Disclosure Letter contains a true, correct and complete list of each issued or pending Registration of Seller related to the Business or the Purchased Assets. Each Registration is and at all times has been in material compliance with all Legal Requirements, and all filings, payments, and other actions required to be made or taken to maintain such Registration in full force and effect have been made by the applicable deadline. Except as provided in Schedule 5.16(a) of the Disclosure Letter, no application related to any Registration has been abandoned, allowed to lapse, or rejected. Schedule 5.16(a) of the Disclosure Letter identifies and describes each filing, payment, and action that must be made or taken on or before the date that is ninety (90) days after the Closing Date in order to maintain each Registration in full force and effect.
(b) (i) Schedule 5.16(b)(i) of the Disclosure Letter is an accurate and complete list and description (including a name, product description, version level, the language in which it is written and the hardware requirements) of all Seller Proprietary Software.
(ii) Schedule 5.16(b)(ii) of the Disclosure Letter is an accurate and complete list and description (including a name, product description, version level, the language in which it is written and the hardware requirements) of all Third Party Software that constitutes a component of the Products or is used to deliver services to customers as part of the Business. Such Third Party Software is generally commercially available for license at commercially reasonable rates and on commercially reasonable terms.
(c) (i) Seller has, and immediately following the Closing Buyer shall have, good and marketable title to all of the Seller Proprietary Software and holds all rights in and to the Intellectual Property attributable thereto, and has all rights in and to the Third Party Software, the Intellectual Property attributable thereto and all other Intellectual Property, as may be necessary to operate the Business consistent with past practices or to otherwise conduct the Business, free and clear of all Liens (other than Permitted Liens and Liens which will be discharged or released at or prior to Closing). No Seller Proprietary Software or any Intellectual Property attributable thereto is subject to any Proceeding that restricts in any manner the use, transfer or licensing thereof by Seller or may affect the validity, use or enforceability of the Sell...
