IP Protection Sample Clauses

IP Protection. The protection and perfection of rights in Project Intellectual Property shall be governed as follows:

IP Protection. Each Party shall fully disclose to the other Party and assist the other Party, as reasonably requested by the other Party and at the other Party’s expense, in the other Party’s activities to obtain, register and enforce Intellectual Property Rights worldwide relative to all Other Technology developed by each Party under this Agreement that is owned exclusively by the other Party under Section 10.3. Both Parties will cooperate by mutually agreeable arrangements regarding activities to obtain, register and enforce Intellectual Property Rights worldwide relative to all Other Technology that is jointly owned by both Parties under Section 10.3. Notwithstanding the foregoing, each Party shall continue to have its rights under governing patent law to separately license without consent of or accounting to the other Party any patent to Other Technology that is jointly owned.

IP Protection. 1. The MANAGER shall disclose and assign to the Company promptly and fully any future work (including computer software programs) and any invention, improvement, discovery, process, formula, technique, method, trade secret, or other intellectual property, whether or not patentable, whether or not copyrightable, that is made, conceived, developed, or first reduced to practice, either alone or jointly with others, including any associated trademarks, trade names and good will in the area of the Company’s business field as described in § 2 of the Articles of Association of the Company and all rights to any related know-how (hereinafter referred to as “Inventions”). 2. The MANAGER hereby assigns to the Company all of his or his right, title and interest in and with respect to any future Inventions, including in particular the right to copy, disseminate, transfer to third parties, (sub-) license exclusively or non-exclusively, adapt and/or modify any such Invention and to apply for intellectual property rights in the Company’s own name. To the extent the assignment should not be legally valid, the MANAGER hereby grants to the Company an exclusive license to use such Invention as described for the entire life of such right. The MANAGER hereby waives any moral rights he may have under copyright laws, including in particular the right to publish any work, the right to be named as author and the right of access to any work, to the extent legally permitted. 3. Such assignment or license shall be deemed compensated by the regular salary according to § 5(1) above. The parties assume, and hereby agree, that the salary is an appropriate compensation for such assignment or license.

IP Protection. Licensee shall cooperate in good faith with Licensor to apply for such patents or take such other measures deemed necessary by Licensor to protect the Licensor’s rights in and to the Licensed Technology.

IP Protection. Between the Closing and the actual transfer of the files related to the BNI Assets, BNI shall use commercially reasonable efforts to preserve its ownership of the BNI IP and shall not, directly or indirectly, sell, transfer, lease, license, sublicense, mortgage, pledge, encumber, grant or otherwise dispose of or g▇▇▇▇ ▇ ▇▇▇▇ on any BNI IP, or amend or modify any existing agreements with respect to any BNI IP. Upon payment of Total Cash Investment and subsequent exercise by Q Bio of the Option, BNI shall take all actions reasonably requested of it to transfer the BNI Assets .

IP Protection. Between the Closing and the actual transfer of the files related to the Mannin IP, Mannin shall use commercially reasonable efforts to preserve its ownership of the Mannin IP and shall not, directly or indirectly, sell, transfer, lease, license, sublicense, mortgage, pledge, encumber, grant or otherwise dispose of or g▇▇▇▇ ▇ ▇▇▇▇ on any Mannin IP, or amend or modify any existing agreements with respect to any Mannin IP.

IP Protection. Gloo acknowledges and agrees that the Company is the sole owner of all intellectual property rights owned by the Company as of the Effective Date of the Purchase Agreement, including all inventions, designs, discoveries, improvements, and works of authorship, know-how, processes, designs, computer programs and routines, formulae, techniques, or developments, and further including any experimental work, work in progress, or business trade secrets made, conceived, or reduced to practice by or for the Company prior to the Effective Date of the Purchase Agreement (collectively, the “Existing Company IP”). Gloo shall not, and shall not permit any of its Affiliates to, directly or indirectly, reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Existing Company IP, in whole or in part. Following the Effective Date hereof, Gloo shall use or access the Existing Company IP only with the agreement of the Company. Notwithstanding anything to the contrary in the Agreement, Gloo and its Affiliates are and shall remain free (and it will not be a violation of Gloo’s obligations under this Agreement) to use for any purpose all knowledge, experience, know-how, information, data, ideas, concepts, processes, and techniques retained in the unaided memories of its or their respective personnel.

IP Protection. Distributor shall promptly inform Supplier of any infringement that comes to his attention of any Trademarks, service marks, and trade names, trade secrets or other intellectual property rights of Supplier. Distributor agrees to render to Supplier any and all assistance requested of it by Supplier in connection with the protection of the Trademarks, Patents and/or Copyrights, whether such protection is sought in and before any courts, administrative agencies or other such tribunals, and to make promptly available to Supplier the Distributor’s representatives, employees, officers, directors, attorneys, agents and sub-Distributors, any files, records, and any other information it possesses or to which it has access which may be of use or may be valid to Supplier in such connection.

IP Protection