IPR Sample Clauses
IPR. 5.1 All Intellectual Property Rights in the Software and Documentation 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.
5.2 The 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.
5.3 The Customer hereby grants to Civica a non-exclusive, non-transferrable (except as part of a permitted assignment of the Contract), royalty free licence to copy, modify, and use the Customer data as reasonably appropriate for the purposes of these Software Terms.
5.4 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 the Contract, that 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:
5.4.1 Customer notifies Civica immediately;
5.4.2 Customer provides all information and assistance as Civica reasonably requests at Civica’s cost, and Customer does not prejudice the defence of such claim;
5.4.3 Civica is given immediate and complete control of such claim; and
5.4.4 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.
5.5 In the event that a claim, as contemplated by clause 5.4, is made or in Civica’s opinion is likely to be made, Civica may at its option:
5.5.1 obtain the right for Customer to continue to use the Software;
5.5.2 change or replace all or any part of the Software; or
5.5.3 terminate these Software Terms immediately on written notice.
5.6 The third party owner’s terms shall apply in respect of licensing and/or the supply of the Products.
SECTION 3.1 CLOUD HOSTING CIVICA SUPPORT TERMS AND CONDITIONS SaaS (Supplemental)
1. Civica will use reasonable endeavours to answer the Customer's reasonable questions concerning the day to day administration and use of the SaaS Service and concerning any difficulties experienced.
1. The Support Services are: •...
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. 9.1 Where the Supplier has provided Software and/or Documentation necessary for the Customer to make reasonable use of the Services and/or Equipment, the Customer acknowledges and agrees that:
9.1.1 the ownership of and all Intellectual Property Rights in the Software and Documentation remains with the Supplier or its Third-Party Licensor;
9.1.2 the Supplier grants a non-exclusive, non- transferable limited right to use the Software and/or Documentation to the Customer, solely as necessary for the provision of the Service in accordance with the terms of this Agreement. The Customer hereby agrees to comply with the provisions of any Third-Party Software licence, which will automatically terminate on expiry or termination of this Agreement;
9.1.3 it will not make any modifications to the Software or Documentation;
9.1.4 it will not (and shall not permit any third party to) copy, adapt, reverse engineer, decompile, disassemble, modify or make error corrections to the Software in whole or part except as permitted by law;
9.1.5 it will not rent, lease, lend, make available or distribute the Software or Documentation, assign the benefit or subcontract the burden of this Agreement in whole or part or allow the Software to become the subject of any charge, lien or encumbrance;
9.1.6 it shall not (and shall not permit any third party to) export the Software, Documentation or any hardware upon which the Software is embedded, out of the UK without the prior written consent of the Supplier or any licensor;
9.1.7 it will not modify, obscure or remove any copyright or proprietary notices on the Software or Documentation;
9.1.8 it permits the Supplier or the Software licensor, upon reasonable notice to enter during Normal Working Hours any premises owned or controlled by the Customer in order to review the Customer’s use of the Software and/or the Documentation and ensure that the Customer is using the same in accordance with this Agreement;
9.1.9 it shall not resell the Services or sub-licence any Software to any third party, without the Supplier’s express consent. Such consent shall be at the Supplier’s sole discretion and subject to the Customer entering into a separate licence;
9.1.10 the Supplier does not warrant that the Software or Documentation is error free and the Customer hereby agrees to make proper back-ups of all data, and;
9.1.11 it shall be responsible, unless otherwise included in Service Schedules for applying patches, fixes or other temporary repairs a...
IPR. 5.1 All Intellectual Property Rights in the SaaS Service, including the Software and Documentation, 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 and Documentation, pass to the Customer.
5.2 The Customer grants to Civica 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.
5.3 The Customer hereby grants to Civica a non-exclusive, non-transferrable (except as part of a permitted assignment of the Contract), royalty free licence to copy, modify, and use the Customer data as reasonably appropriate for the purposes of these SaaS Terms.
5.4 Civica shall defend or, at its option, settle any claim brought against Customer regarding its authorised use of the SaaS Service, excluding third party software and open source software, in the UK and in accordance with the Contract, that 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:
5.4.1 Customer notifies Civica immediately;
5.4.2 Customer provides all information and assistance as Civica reasonably requests at Civica’s cost, and Customer does not prejudice the defence of such claim;
5.4.3 Civica is given immediate and complete control of such claim; and
5.4.4 the claim does not arise from any unauthorised access or alteration to the SaaS Service or Customer’s (including the Authorised Users or Authorised Third Parties) access of the SaaS Service after notice of alleged infringement is known.
5.5 In the event that a claim, as contemplated by clause 5.4, is made or in Civica’s opinion is likely to be made, Civica may at its option:
5.5.1 change or replace all or any part of the SaaS Service; or
5.5.2 terminate these SaaS Terms immediately on written notice.
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. 11..1 All IPR produced by you in the course of or for the purpose of provision of the Services shall belong to and vest in the Client.
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.