IPR Ownership. 12.1 Subject to Clause 13 below and anything to the contrary in the applicable Specific Schedule(s) or as agreed in a particular Order, as between Reseller and the Supplier, all Intellectual Property Rights in the Products shall be owned by the Supplier. The Supplier grants to the Reseller Group for the term as indicated in the Order a non-exclusive, worldwide, irrevocable license to resell the Products as standalone and Combined Products together with Reseller`s products and to permit its End Users to use the Products, including as Combined Products. Such license shall include the right to have any third party exercise such rights for the benefit of Reseller and Reseller Group.
12.2 In those cases, where natural language processing, text signal and image processing, machine learning technologies, or other cognitive capabilities for analyzing and processing data and content are used, any content including without limitation data used in or with the instances, processed content, output or results based on Reseller or End Customer content, as well as any enhancement or variation of such Instances based on or resulting from processing Reseller or End Customer con- tent shall remain at all times the property of Reseller. Supplier will not use or disclose such Reseller content, output or results and enhance- ments or variations of the Instances
12.3 Supplier represents and warrants that, if it has used or uses open source software or the Product contains open source software, Supplier has used, modified, and/or further developed the open source software in full compliance with the underlying license terms and conditions and such open source software has no viral effect on Reseller’s and its Af- filiate’s Intellectual Property Rights regardless of how such open source software is utilized, (b) will not subject reseller Group’s prod- ucts to any open source software licensing terms, regardless of how such open source software is utilized, and (c) will not include any terms that restrict Reseller Group’s full freedom of action, including, without limitation, any use restrictions.
12.4 The Supplier grants to the Reseller a temporary, royalty-free, non- exclusive licence to use the trademarks of the Supplier which are con- nected with the Products (the "Supplier Trademarks" subject to the fol- lowing conditions:
12.4.1 the Reseller shall only use the Supplier Trademarks as necessary for the purposes of performing its obligations under this Reseller Agreement;
12.4.2...
IPR Ownership. All intellectual property rights existing prior to the Effective Date will belong to the party that owned such rights immediately prior to such date (“Pre-Existing Intellectual Property Rights”). Neither party will gain, by virtue of this Agreement, any rights of ownership of the Pre-Existing Intellectual Property Rights owned by the other.
IPR Ownership. Except as expressly agreed upon by the Parties in the applicable Statement of Work or otherwise, all Foreground IPR, including Foreground IPR incorporated in Deliverables, shall be owned by the Parties in accordance with Clause 22.1 of the Agreement. Background IPR of a Party, including any Background IPR incorporated in Deliverables, shall remain the exclusive property of such Party as set forth in Section 22 of the Agreement.
IPR Ownership. 9.1 Each Party shall promptly disclose in confidence to the other Parties all Resulting IPR during the term of this Agreement and all Parties shall co-operate, where required, in relation to the preparation and prosecution of patent applications and any other Resulting IPR applications, and in relation to any legal proceedings concerning such patents and patent applications and any other Resulting IPR applications.
9.2 Each Party shall own the Resulting IPR generated by it under the Project and shall be responsible for securing ownership of such Resulting IPR from its employees, students and other agents.
9.3 Subject to clause 7.3, nothing contained in this Agreement or any licence agreement pertaining to this Project shall affect the absolute and unfettered rights of each Party in all inventions, discoveries and intellectual property contained in its Background IPR and the provisions of clause 13 shall apply to all such Background IPR. For the avoidance of doubt, this Agreement does not transfer or assign the ownership of a Party’s Background IPR to another Party.
9.4 Unless agreed otherwise, each Party shall take reasonable steps to undertake and continue at its expense the timely prosecution and maintenance of all Resulting IPR which is solely owned by that Party.
9.5 In the event that any of the Parties are jointly responsible for generating Resulting IPR such Resulting IPR shall be jointly owned by such Parties in accordance with the inventive contribution made by each Party to such Resulting IPR.
9.6 Joint owners of Resulting IPR shall agree between them on who shall be responsible for the timely prosecution and maintenance of all such Resulting IPR and the Party that is nominated to be so responsible shall be entitled to charge the other joint owners with a percentage of the costs of so doing as agreed between the joint owners. In the absence of any agreement to the contrary between joint owners the costs shall be equally shared.
IPR Ownership. Customer and AssetWorks shall each retain ownership of and all right, title, and interest in and to their respective pre-existing IPR and any derivatives thereto. AssetWorks will not obtain any ownership rights, title, or interest to Customer’s confidential data files nor will Customer obtain any ownership rights, title, or interest to the Software, SaaS, systems, and methods developed or employed by AssetWorks (collectively referred to herein as the “Service”). Services performed, code developed, deliverables, and any IPR however arising during this Agreement (“Developments”) are not “works made for hire” nor any similar concept throughout the world, and AssetWorks is the sole owner of all right, title, and interest in such Developments. If any Developments may be considered “works made for hire” such that any IPR may accrue to Customer, then Customer hereby irrevocably assigns and agrees to assign any and all right, title, and interest thereto, whether now known or hereafter defined or discovered, to AssetWorks and Customer agrees to take such further action as AssetWorks may reasonably request to evidence such assignment. If Customer provides suggestions, enhancement requests, or ideas related to Services (“Feedback”), Customer agrees that AssetWorks has all rights to use, exploit, and incorporate such Feedback into the Services without restriction or payment.
IPR Ownership. 10.1 Wherever practicable and unless otherwise agreed with Nesta, the parties to this Agreement shall use Open Technologies to create the project IPR and disseminate project IPR free of charge under a creative commons attribution – non-commercial – share like licence (CCBY – NC –SA) xxxxx://xxxxxxxxxxxxxxx.xxx/licences/3y-nc-sa/3.0. The parties agreed that Nesta and the programme partners and their evaluators and researchers shall be entitled to use and disseminate the project IPR for the purposes of exercising their rights under the Grant Agreement with Greenspace Scotland.
10.2 Greenspace Scotland hereby agrees that ownership of and the right to exploit all forms and aspects of Intellectual Property in anything created or produced as a result of the Project shall belong to the party that created such and accordingly Glasgow Council and Edinburgh Council hereby assigns to Greenspace Scotland a non-exclusive perpetual royalty free license in such Intellectual Property and all renewals and extensions thereof. Greenspace Scotland shall give written notice to both Councils of all Intellectual Property created in connection with this Agreement as expeditiously as possible.
10.3 Nothing in this agreement shall require either party to copy or otherwise breach the intellectual property rights (IPR) of any third party. It is Greenspace Scotland’s responsibility to obtain all licenses necessary to ensure its products or services supplied do not infringe such rights. Where the Council specifies a product or service in which a third party owns such rights, the Council does not imply that it has any licence or authorisation from them.
10.4 Greenspace Scotland shall indemnify the Council against all claims demands, actions, costs, expenses (including all but not limited to legal costs and disbursements on a solicitor client basis) losses and damages arising from or incurred by reason of any infringement or alleged infringement ( including but not limited to the defence of such alleged infringement of nay IPR) arising from use or possession of the goods by or on behalf of the Council and always excluding any such liabilities that result from any breach of this agreement by the Council
IPR Ownership. 6.1 As between the Parties, NIO owns all the Intellectual Property Rights, titles, and other legal rights and interests in and to any Licensed Technologies provided by NIO to LICENSEE in connection with the performance of this Agreement (including without limitation, any documents, materials, responses, or other content containing NIO’s intellectual property, whether provided in written or oral form). The ownership of these rights and interests shall remain unchanged as a result of the performance of this Agreement.
6.2 Unless expressly agreed otherwise in writing between the Parties, LICENSEE will own all Intellectual Property Rights in and relating to the Improvements.
6.3 Nothing in this Agreement will operate to transfer, assign or otherwise grant any Party any ownership right or interest in any other Party’s Intellectual Property Rights.
IPR Ownership. 7.1 You acknowledge that all IPR in and title to the System, Software, Materials and our Confidential Information are owned by us or our licensors and that you have no right in the same other than the licence granted in this Agreement. Any such licence to Software is limited to the object code and you acknowledge that you have no right in or title to the source code of any Software. Nothing in this Agreement should be construed as granting any licence, right in or title to any of our trade marks to you or Users, including LOOPUP, RING2 and CALLEFFECT. You will not, and you will ensure that Users will not: reverse engineer or decompile the Software; translate, modify, rent, lease, sub-license, adapt, or create derived works based on the Software or Materials; nor use the Software or Materials for any use which is not purely to receive a Service. This is without prejudice to your right to distribute Software to Users in accordance with this Agreement nor any right you may have which, under any applicable law, may not be excluded by contract provided that you satisfy all conditions prior to exercising such rights, including payment of any reasonable fee.
IPR Ownership. 9.1. The Customer acknowledges and agrees that Loxo and/or its licensors own all Intellectual Property Rights in the Platform and the Loxo Processing Data. Except as expressly stated herein, this Agreement does not grant the Customer or the Authorised Users any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Platform or the Loxo Processing Data.
9.2. Loxo confirms and warrants that it has all the rights in relation to the Platform that are necessary to enable it to licence the use of the same to the Customer under, and in accordance with, the terms of this Agreement.
9.3. Without prejudice to clause 9.1, the Customer shall own all intellectual property rights in the Customer Data.
9.4. Loxo may use the Customer's name and logo for the limited purpose of identifying the Customer as a customer of Loxo.
IPR Ownership. 9.1. The Customer acknowledges and agrees that Nomio and/or its licensors own all Intellectual Property Rights in the Platform and the Nomio Processing Data. Except as expressly stated herein, this Agreement does not grant the Customer or the Authorised Users any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Platform or the Nomio Processing Data.
9.2. Nomio confirms and warrants that it has all the rights in relation to the Platform that are necessary to enable it to licence the use of the same to the Customer under, and in accordance with, the terms of this Agreement.
9.3. Without prejudice to clause 9.1, the Customer shall own all intellectual property rights in the Customer Data.
9.4. Nomio may use the Customer's name and logo for the limited purpose of identifying the Customer as a customer of Nomio.
