IPR. 7.1 All Intellectual Property Rights in the SaaS Service including the Software belong to Civica or a third party licensor. At no time shall any rights, interests or title in any intellectual property in the SaaS Service, including the Software, pass to the Customer.
7.2 Civica shall have a royalty-free, worldwide, irrevocable perpetual licence to use and incorporate into the SaaS Service any suggestions, enhancement requests or other feedback provided by the Customer or its Authorised Users relating to the SaaS Service without restriction.
7.3 The Customer hereby grants to Civica a non-exclusive, non- transferrable (except as part of a permitted assignment of this Contract), royalty free licence to copy, modify, and use the Customer data as reasonably appropriate for the purposes of this Contract.
7.4 Civica shall defend or, at its option, settle any claim brought against Customer that its authorised use of the SaaS Service, excluding third party software and open source software, in the UK and in accordance with this Contract infringes any Intellectual Property Rights of any third party and shall pay any damages finally awarded against Customer in respect of such claim and any reasonable costs and expenses incurred by Customer provided that:
7.4.1 Customer notifies Civica immediately;
7.4.2 Customer provides all information and assistance as Civica reasonably requires at Civica’s cost, and Customer does not prejudice the defence of such claim;
7.4.3 Civica is given immediate and complete control of such claim; and
7.4.4 the claim does not arise from any unauthorised use or alteration to the SaaS Service or Customer’s use of the SaaS Service after notice of alleged infringement is known.
7.5 In the event that a claim as contemplated by clause 7.4 is made or in Civica’s opinion is likely to be made, Civica may at its option:
7.5.1 obtain the right for Customer to continue to use the SaaS Service;
7.5.2 change or replace all or any part of the SaaS Service; or
7.5.3 terminate this Contract immediately on written notice.
7.6 Clauses 7.4 and 7.5 state the entire liability of Civica in respect of any claim as contemplated by clause 7.4.
7.7 The third party owner’s terms shall apply, as detailed in the Special Terms, in respect of licensing and/or the supply of the Products.
IPR. The Seller shall fully indemnify the Buyer against any action, claim, demand, costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement of any IPR by the use or sale of the Goods and against all loss and damages which the Buyer may incur thereby, save for any infringement which is due to the Seller having followed a design or instruction furnished by the Buyer or to the use of the Goods in a manner or for a purpose not disclosed to the Seller and not reasonably inferable by the Seller. In the event of any claim being made or action brought against the Buyer arising out of the matters referred to in this clause 15 the Seller shall be notified thereof as soon as possible and may at his own expense assume the conduct of all negotiations for the settlement of the same and of any litigation that may arise therefrom, acting in consultation with the Buyer and taking into account all reasonable observations of the Buyer. The Seller shall within 14 days of such notification inform the Buyer in writing whether or not it will conduct such negotiations and/or litigation. The Buyer shall not, unless and until the Seller shall have failed to take over the conduct of such negotiations and/or litigation, make any admission prejudicial thereto and shall at the request of the Seller afford all available assistance for such purpose and be repaid any expenses incurred in so doing. The Buyer warrants that any design or instructions furnished or given to the Seller shall not be such as may cause the Seller to infringe IPR in the performance of the Order.
IPR. 11.1. Subject to Clause 11.2, in consideration of the payment by us to you of the Fees, to the extent that we are not already the owner, you hereby assign to us (by way of present and future assignment) absolutely with full title guarantee all IPR in all and any part of the world in the Assigned Materials (whether created, devised, made, designed, invented or supplied before, on or after the date of this Agreement), for the full term of such rights and all renewals and extensions, together with all accrued rights of action, including:
11.1.1. the right to file an application, claim priority from such application, and prosecute and obtain grant of any IPR in the Assigned Materials or similar protection in or in respect of any country or territory in the world;
11.1.2. the right to extend to or register in or in respect of any country or territory in the world each and any of the IPR in the Assigned Materials, and each and any of the applications comprised in the IPR in the Assigned Materials or filed as set out above, and to extend or register in, or in respect of, any country or territory in the world any IPR registration or like protection granted on any such applications;
11.1.3. the absolute entitlement to any IPR granted pursuant to any of the applications comprised in the IPR in the Assigned Materials or filed as set out above; and
11.1.4. the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of the IPR in the Assigned Materials or any IPR granted on any of the applications in the IPR in the Assigned Materials or filed as set out above, whether occurring before, on or after the date of this Agreement.
11.2. The Parties acknowledge that, as between them, you shall retain ownership of all Background IPR.
11.3. We hereby grant to you a non-exclusive, royalty-free licence to use the Assigned Materials and Our Materials to the extent necessary to provide the Deliverables. Such licence shall be non-transferable, non-assignable and non-sublicensable except to the extent that we give our express prior written consent (which may be provided or withheld or conditional, in our absolute discretion). You shall not use or permit the use of the Assigned Materials or Our Materials for any other purpose without our prior written consent (which may be provided or withheld or conditional, at our abs...
IPR. 7.1 All Intellectual Property Rights in the Services including the Software belong to Civica or a third party licensor. At no time shall any rights, interests or title in any intellectual property in the Software, pass to the Customer.
7.2 Customer grants to Civica a royalty-free, worldwide, irrevocable perpetual licence to use and incorporate into Software any suggestions, enhancement requests or other feedback provided by the Customer or its Authorised Users relating to the Software without restriction.
7.3 The Customer hereby grants to Civica a non-exclusive, non- transferrable (except as part of a permitted assignment of this Contract), royalty free licence to copy, modify, and use the Customer data as reasonably appropriate for the purposes of this Contract.
7.4 Civica shall defend or, at its option, settle any claim brought against Customer that its authorised use of the Software, excluding third party software and Open Source Software, in the UK and in accordance with this Contract infringes any Intellectual Property Rights of any third party and shall pay any damages finally awarded against Customer in respect of such claim and any reasonable costs and expenses incurred by Customer provided that:
7.4.1 Customer notifies Civica immediately;
7.4.2 Customer provides all information and assistance as Civica reasonably requires at Civica’s cost, and Customer does not prejudice the defence of such claim;
7.4.3 Civica is given immediate and complete control of such claim; and
7.4.4 the claim does not arise from any unauthorised use or alteration to the Software or Customer’s use of the Software after notice of alleged infringement is known.
7.5 In the event that a claim as contemplated by clause 7.4 is made or in Civica’s opinion is likely to be made, Civica may at its option:
7.5.1 obtain the right for Customer to continue to use the Software;
7.5.2 change or replace all or any part of the Software; or
7.5.3 terminate this Contract immediately on written notice.
7.6 Clauses 7.4 and 7.5 state the entire liability of Civica in respect of any claim as contemplated by clause 7.4.
7.7 The third party owner’s terms shall apply, as detailed in the Special Terms, in respect of licensing and/or the supply of the Products.
IPR. 5.1 Neither party shall acquire any rights or interests in the other party’s IPR as a result of this Agreement.
5.2 Except to the extent that you have provided content for the Campaign, we own the IPR in the Campaign and all the content, materials and deliverables created for the Campaign together with any associated goodwill.
5.3 The Campaign materials we produce under this Agreement are to be used in relation to the Campaign only and you shall not be entitled to use, or permit a third party to use, the materials independently of the Campaign.
5.4 Where you are providing content for the Campaign you grant to us (and/or procure that any third party owner of the IPR in the content grants to us) an irrevocable, non- exclusive, royalty-free licence to use such content during the Campaign so that we can broadcast the Campaign in accordance with the terms of this Agreement.
IPR. No IPR is transferred by RI in the provision of the Services and as between the parties remains the exclusive property of RI.
IPR. Each Party maintains all rights title and interest in and to all its respective IPR. The limited, conditional access and use rights granted to Customer, Authorized Users, and Xxxxxxxx’s Representatives under these Terms of Service do not convey any additional rights in the Software Service or in any IPR associated therewith. Subject only to the conditional and limited right to access and use the Software Services as stated herein, all rights, title, and interest and in and to the Software Services, Documentation, Signify Confidential Information, and any IPR therein, will remain with and belong exclusively to Signify.
IPR. 17.1 Each of JBT and Response will own all IPR respectively that was owned by such party as of the date of execution of the Technology Development Agreement and is thereafter developed by such party independent of the activities under the Technology Development Agreement, the Collaboration Agreement and the Supply Agreement (with respect to each party, the “Background IPR”). Nothing in the Technology Development Agreement, the Collaboration Agreement or the Supply Agreement will be deemed to transfer ownership of any Background IPR of a party, or, except as expressly set forth below, any other IPR owned or controlled by a party. 17.2 As a consideration to Sections 17.3 & 17.4 herein, IPR that arises from the activities under the Technology Development Agreement, the Collaboration Agreement and/or the Supply Agreement that relates to the development, transfer and/or manufacture of [***]2 will be owned solely by Response. Response agrees to provide a license for such IPR free of charge to use on the New Analyzer developed by JBT. After the Supply Agreement expires, Response agrees to continue to provide a license for such IPR free of charge to use on New Analyzer already manufactured or installed by JBT. 17.3 As a consideration to Section 17.2, IPR of [***] arising under the Technology Development Agreement, the Collaboration Agreement and/or the Supply Agreement, which is [***], will be owned solely by JBT. The term [***] means that [***]. For the avoidance of doubt, this excludes Background IPR of Response and IPR of [***]that is [***] (“[***]”). To the extent JBT uses the “[***] “in the New Analyzer, during the term of the Technology DevelopmentAgreement, the Collaboration Agreement, the Supply Agreement and thereafter, Response agrees to grant a license for such IPR with respect to [***]for free.
IPR. 6.1 All Intellectual Property Rights in the Services belong to Civica or a third party licensor. At no time shall any rights, interests or title in any intellectual property in the Services pass to the Customer.
6.2 Civica shall have a royalty-free, worldwide, irrevocable perpetual licence to use and incorporate into the Services any suggestions, enhancement requests or other feedback provided by the Customer relating to the Services without restriction.
6.3 The Customer hereby grants to Civica a non-exclusive, non- transferrable (except as part of a permitted assignment of this Contract), royalty free licence to copy, modify, and use the Customer data as reasonably appropriate for the purposes of this Contract.
6.4 Civica shall defend or, at its option, settle any claim brought against Customer regarding its authorised use of the Services, excluding third party software and open source software, in the UK and in accordance with this Contract, infringes any Intellectual Property Rights of any third party and shall pay any damages finally awarded against Customer in respect of such claim and any reasonable costs and expenses incurred by Customer provided that:
6.4.1 Customer notifies Civica immediately;
6.4.2 Customer provides all information and assistance as Civica reasonably requests at Civica’s cost, and Customer does not prejudice the defence of such claim;
6.4.3 Civica is given immediate and complete control of such claim; and
6.4.4 the claim does not arise from any unauthorised use or alteration to the Services or Customer’s use of the Services after notice of alleged infringement is known.
6.5 In the event that a claim as contemplated by clause 6.4 is made or in Civica’s opinion is likely to be made, Civica may at its option:
6.5.1 obtain the right for Customer to continue to use the Services;
6.5.2 change or replace all or any part of the Services; or
6.5.3 terminate this Contract immediately on written notice.
6.6 Clauses 6.4 and 6.5 state the entire liability of Civica in respect of any claim as contemplated by clause 6.4.
IPR. 7.1 All Intellectual Property Rights in the Services including the Software belong to Civica or a third party licensor. At no time shall any rights, interests or title in any intellectual property in the Software, pass to the Customer.
7.2 Customer grants to Civica a royalty-free, worldwide, irrevocable perpetual licence to use and incorporate into Software any suggestions, enhancement requests or other feedback provided by the Customer or its Authorised Users relating to the Software without restriction.
7.3 The Customer hereby grants to Civica a non-exclusive, non- transferrable (except as part of a permitted assignment of this Contract), royalty free licence to copy, modify, and use the Customer data as reasonably appropriate for the purposes of this Contract.
7.4 Civica shall defend or, at its option, settle any claim brought against Customer regarding its authorised use of the Software, excluding third party software and Open Source Software, in the UK and in accordance with this Contract, infringes any Intellectual Property Rights of any third party and shall pay any damages finally awarded against Customer in respect of such claim and any reasonable costs and expenses incurred by Customer provided that:
7.4.1 Customer notifies Civica immediately;
7.4.2 Customer provides all information and assistance as Civica reasonably requests at Civica’s cost, and Customer does not prejudice the defence of such claim;
7.4.3 Civica is given immediate and complete control of such claim; and
7.4.4 the claim does not arise from any unauthorised use or alteration to the Software or Customer’s (including the Authorised Users or Authorised Third Parties) use of the Software after notice of alleged infringement is known.
7.5 In the event that a claim, as contemplated by clause 7.4, is made or in Civica’s opinion is likely to be made, Civica may at its option:
7.5.1 obtain the right for Customer to continue to use the Software;
7.5.2 change or replace all or any part of the Software; or
7.5.3 terminate this Contract immediately on written notice.
7.6 Clauses 7.4 and 7.5 state the entire liability of Civica in respect of any claim as contemplated by clause 7.4.
7.7 The third party owner’s terms shall apply, as detailed in the Special Terms, in respect of licensing and/or the supply of the Products.
