INVENTOR AGREEMENTS Sample Clauses

INVENTOR AGREEMENTS. 16.1 If LICENSEE and any INVENTORS enter into an INVENTOR AGREEMENT, LICENSEE shall so notify YALE in writing within [***]. The LICENSEE acknowledges that: (i) the INVENTORS are a faculty member, other employee, or student of YALE; (ii) the INVENTORS are subject to certain policies of YALE, as such policies may be revised from time to time, including policies concerning consulting, conflicts of interest, and intellectual property (“YALE POLICIES”); (iii) to the extent any provision of the INVENTOR AGREEMENT conflicts with YALE POLICIES, or imposes obligations or responsibilities compliance with which would require the INVENTORS to act in violation of YALE POLICIES, such provision shall be void. INVENTORS are third party beneficiaries of this paragraph.
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INVENTOR AGREEMENTS. Seller will make every reasonable effort to cooperate with Purchaser and Purchaser’s counsel in obtaining and delivering to Purchaser inventor agreements, in the form attached hereto as Exhibit E, signed by each of the inventors under the Patents and, if asked by such inventors, will encourage the inventors to so sign the inventor agreements.
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INVENTOR AGREEMENTS. If LICENSEE and CHEN enter (or have entered) into an INVENTOR AGREEMENT while CHEN is MEANINGFULLY INVOLVED with YALE, LICENSEE shall so notify YALE in writing within thirty (30) days. The LICENSEE acknowledges that as of the EFFECTIVE DATE: (i) CHEN is a faculty member of YALE; (ii) CHEN is subject to certain policies of YALE, as such policies may be revised from time to time, including policies concerning consulting, conflicts of interest, and intellectual property (“YALE POLICIES”); and (iii) to the extent any provision of the INVENTOR AGREEMENT conflicts with YALE POLICIES, or imposes obligations or responsibilities compliance with which would require CHEN to act in violation of YALE POLICIES, to the extent of any such conflict with applicable YALE POLICIES, such provision shall be void. Upon reasonable request by LICENSEE, YALE shall notify LICENSEE of applicable YALE POLICIES and any material changes thereto. CHEN is a third party beneficiary of this paragraph.
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INVENTOR AGREEMENTS. Prior to Closing, (i) to the extent any of the inventors are employed by or under contract with Seller, Seller will obtain and deliver to Purchaser the Inventor Consulting Agreements, in the form attached hereto as Exhibit E, signed by each of the inventors under the Patents and (ii) with regard to inventors not currently employed by or under contract with Seller, Seller will make every reasonable effort to cooperate with Purchaser and Purchaser’s counsel in obtaining the executed Inventor Consulting Agreements from such inventors. For the avoidance of doubt, such inventors shall be reasonably compensated for their assistance, in accordance with the terms of Exhibit E.
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INVENTOR AGREEMENTS. If LICENSEE and INVENTOR enter into an INVENTOR AGREEMENT, LICENSEE shall so notify YALE in writing within thirty (30) days. The LICENSEE acknowledges that: (i) the INVENTOR is a faculty member, other employee, or student of YALE; (ii) the INVENTOR is subject to certain policies of YALE, as such policies may be revised from time to time, including policies concerning consulting, conflicts of interest, and intellectual property (“YALE POLICIES”); (iii) to the extent any provision of the INVENTOR AGREEMENT conflicts with YALE POLICIES, or imposes obligations or responsibilities compliance with which would require the INVENTOR to act in violation of YALE POLICIES, such provision shall be void. INVENTOR is a third party beneficiary of this paragraph.
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INVENTOR AGREEMENTS. 15.1. If Licensee and Inventor enter into an Inventor Agreement, Licensee shall so notify Dartmouth in writing within thirty (30) days after the execution of such Inventor Agreement. The Licensee acknowledges that: (i) Inventor is a faculty member of Dartmouth; (ii) Inventor is subject to certain policies of Dartmouth, including policies concerning consulting, conflicts of interest, and intellectual property ("Dartmouth Policies"); and (iii) to the extent any provision of the Inventor Agreement conflicts with Dartmouth Policies, or imposes obligations or responsibilities compliance with which would require Inventor to act in violation of Dartmouth Policies, the provisions of the Dartmouth Policies shall prevail. DARTMOUTH CONFIDENTIAL
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INVENTOR AGREEMENTS. 16.1. If LICENSEE or an AFFILIATE and any INVENTOR while such INVENTOR is an employee of YALE enter into an INVENTOR AGREEMENT, LICENSEE shall so notify YALE in writing within [***]. The LICENSEE acknowledges and shall require any AFFILIATE to acknowledge that: (i) the INVENTOR is a faculty member, other employee, or student of YALE; (ii) the INVENTOR is subject to certain policies of YALE, as such policies may be revised from time to time, including policies concerning consulting, conflicts of interest, and intellectual property (“YALE POLICIES”); and (iii) to the extent any provision of the INVENTOR AGREEMENT conflicts with YALE POLICIES, or imposes obligations or responsibilities compliance with which would require [***] to act in violation of YALE POLICIES, the provisions of the YALE POLICIES shall prevail. INVENTOR is a third party beneficiary of this paragraph while such INVENTOR is an employee of YALE. 16.2. LICENSEE or an AFFILIATE shall provide written notice to YALE within [***] after receipt of an invention disclosure in which an employee of YALE is a named as an inventor, and no later than [***] prior to the filing of any patent application of LICENSEE, SUBLICENSEE, or an AFFILIATE where an employee of YALE is a named as an inventor or claims an invention made while inventor was an employee of YALE. Such disclosure under this Section 16.2 shall be considered CONFIDENTIAL INFORMATION. Page [***] of 44 16.3. In the event that LICENSEE or an AFFILIATE is granted an assignment by an employee of YALE in violation of YALE POLICIES to an invention made by any employee of YALE without the prior written consent of the Yale Ventures then pursuant to Section 13, YALE shall have the right to terminate this AGREEMENT if such assignment is not corrected by LICENSEE within [***] of written notice from YALE.
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Related to INVENTOR AGREEMENTS

  • Labor Agreements The Corporation is not a party to any collective bargaining agreement. Except as set forth in Exhibit J, the Corporation is not bound by any severance pay requirements or agreements, or any other agreement, handbook, manual, or benefit book referring to, relating to, or involving its employees.

  • Property Agreements A complete list of all FF&E Leases, Service Contracts and Leases (other than those entered into by the Existing Manager on its own behalf) used in or otherwise relating to the operation and business of the Hotel is attached hereto as Exhibit C-1, and, to Seller’s knowledge, a complete list of all other FF&E Leases, Service Contracts and Leases used in or otherwise relating to the operation and business of the Hotel is attached hereto as Exhibit C-2. The assets constituting the Property to be conveyed to Buyer hereunder constitute all of the property and assets of Seller used in connection with the operation and business of the Hotel. There are no leases, license agreements, leasing agent’s agreements, equipment leases, building service agreements, maintenance contracts, suppliers contracts, warranty contracts, operating agreements, or other agreements (i) to which Seller is a party or an assignee, or (ii) to Seller’s knowledge, binding upon the Hotel, relating to the ownership, occupancy, operation, management or maintenance of the Real Property, FF&E, Supplies or Tradenames, except for those Service Contracts, Leases, Warranties and FF&E Leases disclosed on Exhibit C or to be delivered to Buyer pursuant to Section 3.1. The Service Contracts, Leases, Warranties and FF&E Leases disclosed on Exhibit C or to be delivered to Buyer pursuant to Section 3.1 are in full force and effect, and no default has occurred and is continuing thereunder and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default. No party has any right or option to acquire the Hotel or any portion thereof, other than Buyer.

  • 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.

  • HHSC and Contractor Agreements HHSC and Contractor hereby agree: A. That in the event any provision of this Contract becomes unenforceable or void all other provisions of this Contract will remain ineffect. B. That the Contractor may not transfer or assign this Contract without the express prior written approval of HHSC. C. That this Contract may be assigned to a state agency or agencies. D. That HHSC may amend this Contract by written notice to the Contractor. HHSC reserves the right to amend this Contract through execution of a unilateral amendment signed by an HHSC person with delegated signature authority and provided to the Contractor under the following circumstances: 1. to correct an obvious clerical error in the Contract; 2. to incorporate new or revised federal or state statutes, rules or policies; 3. to comply with a court order or judgment; and 4. to change the name of the Contractor to reflect the Contractor's name as recorded by the Texas Secretary of State. E. That nothing in this Contract or any conduct by a representative of HHSC relating to this Contract shall be construed as a waiver of the state's sovereign immunity to suit. F. That neither party to this Contract waives its right to enforce a right under this Contract by failing to enforce or delaying the enforcement of any other right under this Contract. G. That the Contractor is an independent contractor and not an employee of HHSC for any purpose. The Contractor and HHSC agreethat: 1. HHSC will not withhold or pay on behalf of the Contractor any sums for income tax, unemployment insurance, Social Security or any other withholding, or make available to the Contractor any of the benefits, including workers' compensation insurance coverage and health and retirement benefits, afforded to HHSC employees; and 2. the Contractor must indemnify HHSC from any liability, including attorneys' fees and legal expenses, incurred by HHSC with respect to claims that HHSC should have been withholding or making payments on behalf of the Contractor or providing benefits to the Contractor's employees. H. That nothing in this Contract is intended to create a joint venture, a partnership or a principal-agent relationship. I. That the Contractor assigns to HHSC all claims for overcharges associated with this Contract arising under the anti-trust laws of the United States, 15 U.S.C. §§ 1-38, or the anti-trust laws of the state of Texas, Tex. Bus. & Com. Code, §§ 15.01-.40. J. That HHSC has authority to monitor and conduct fiscal and program compliance reviews of the Contractor and its subcontractor(s) to the extent of services provided under the terms of this Contract. The Contractor will grant on-site access at reasonable times to all records relating to services provided and payments received under the terms of this Contract to state and federal auditing agencies and personnel and representatives of HHSC and HHS when it is deemed necessary by such agencies for purposes of inspection, monitoring, auditing or evaluating Contractor's performance under this Contract and compliance with applicable state and federal laws, rules and regulations; the applicable HHSC provider handbook or manual; and this Contract. That for Title XX programs, HHSC shall, by Form 2029, Information Worksheet – POS Contract, set the rate or maximum amount of funds or both available to be paid to Contractor by HHSC. Form 2029 is incorporated into and made a part of this Contract and is effective for the time stated on the form. Form 2029 may be amended by HHSC as necessary to comply with state and federal laws and regulations or renewed by HHSC by a new Form 2029 and incorporated into and made part of this Contract. K. That in compliance with §2262.003, Texas Government Code: 1. the state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the Contract or indirectly through a subcontract under the Contract; 2. acceptance of funds directly under the Contract or indirectly through a subcontract under the Contract acts as acceptance of the authority of the state auditor, under the direction of the legislative audit committee, to conduct an audit or investigation in connection with those funds; and 3. under the direction of the legislative audit committee, an entity that is the subject of an audit or investigation by the state auditor must provide the state auditor with access to any information the state auditor considers relevant to the investigation or audit. L. That this Contract shall continue subject to the availability of appropriated funds or until the federal or state governments or both cease to participate in the program. M. That any breach or violation of any of the provisions of this Contract or state or federal regulations shall make this entire Contract, at HHSC's option, subject to termination. N. That if HHSC does not renew the Contractor's contract due to the Contractor's noncompliance with applicable federal or Texas statutes or rules, the Contractor cannot enter into another contract for a Community Services program until the application denial period established by HHSC expires. O. That the venue for any lawsuit between HHSC and the Contractor shall be Travis County, Texas. P. That this Contract may be terminated by:

  • Vendor Agreement (Part 1)