Joint Intellectual Property. 9.1 University agrees to not Implement any Joint Intellectual Property for any purpose other than educational, experimental or research purposes. In consideration of University not Implementing the Joint Intellectual Property except for the limited purposes set forth in this paragraph, Company agrees to Implement any Joint Intellectual Property only in accordance with a license agreement to be entered into by Company and University with respect to the Implementation of such Joint Intellectual Property. Company shall pay to University, in connection with such Implementation, a compensatory royalty in accordance with such license agreement to be agreed by the Parties.
9.2 University agrees to not grant to any third party a license to Implement its rights in the Joint Intellectual Property without Company’s prior written consent. Notwithstanding anything contrary herein provided, University may grant to a third party a license to use the Joint Intellectual Property without Company’s prior written consent in the following cases:
(i) if Company fails to execute a license agreement with University pursuant to Article 9.1 without any reasonable cause within three years from the Completion Date, or otherwise seeks to Implement any such Joint Intellectual Property other than pursuant to any such license agreement; or
(ii) if Company fails to pay any compensatory royalty in accordance with the license agreement entered into pursuant to Article 9.1.
9.3 Company may grant a third party a non-exclusive license to the Joint Intellectual Property provided that Company first executes a license agreement with University setting forth, among other matters, the allocation of any license fee or royalty received from any such third party as between the Parties.
9.4 Unless otherwise provided in this Agreement, neither Party may transfer, grant a security interest in, grant a license to or otherwise dispose of its right, title or interest in or to the Joint Intellectual Property to any third party without the prior written consent of the other Party.
9.5 Each Party shall notify the other Party in writing before abandoning its right, title or interest in and to any Joint Intellectual Property.
Joint Intellectual Property. 1. The protection of intellectual property rights shall be enforced in conformity with the respective national laws, rules and regulations of the Parties and with other international agreements signed by both Parties.
2. The use of the name, logo and/or official emblem of any of the Parties on any publication, document and/or paper is prohibited without the prior written approval of either Party.
3. The ownership of all intellectual property arising of the work or any project under this Agreement (hereinafter referred to as “Joint Intellectual Property”) shall be shared equally between both Parties.
4. Either Party may, by giving a prior written notice to the other Party and upon certain payment, the amount of which to be agreed later by the Parties, to the other Party abandon its own share in the Joint Intellectual Property and transfer its share in the Joint Intellectual Property to the other Party.
Joint Intellectual Property. The Parties shall not develop or create any Intellectual Property that shall be deemed to be jointly owned unless they mutually agree in writing in advance that such Intellectual Property shall be jointly owned.
Joint Intellectual Property. In the event that either party desires to obtain any Intellectual Property Protections concerning Joint Intellectual Property, such party will notify the other party and the parties shall mutually agree upon patent strategy and cost allocation. Each party agrees to execute documentation necessary in connection therewith. Title to all patents issued on Joint Intellectual Property shall be joint and each party shall have the right to license such Joint Intellectual Property to third parties, with the right to sublicense thereunder, without accounting to the other and without seeking the consent of the other. In the event that consent by each joint owner is necessary for either joint owner to non-exclusively license the Joint Intellectual Property, the parties hereby consent to the other party’s grant of one or more licenses under the Joint Intellectual Property to third parties and shall execute any document or do any other reasonable act deemed necessary to evidence such consent.
Joint Intellectual Property. 4.3.1. Each Party will have the independent, unrestricted right to use, practice and dispose of its interest in Joint Intellectual Property in such manner as it deems appropriate without accounting to the other Party.
4.3.2. UVM will have the first right to file a patent application on potentially patentable Joint Intellectual Property in the names of both Parties. All expenses incurred in obtaining and maintaining any patent on such Joint Intellectual Property will be shared equally, except that, if one Party declines to share in such expenses, the other Party may take over the prosecution and maintenance thereof, at its own expense, provided that title to the patent application or patent remains in the names of both Parties. UVM reserves the right to license Joint Intellectual Property to third parties.
Joint Intellectual Property. Joint IP" means all intellectual property that is developed jointly by the Parties under this Agreement. Each Party will have the right, subject to this Agreement and applicable law, to make, have made, use, offer to sell, sell, import, publicly display and publicly perform Joint IP and freely exercise, transfer, assign, license, encumber, and enforce all of its rights in the Joint IP without the consent, joinder, or participation of, or payment or accounting, to the other Party. By mutual agreement, the Parties shall identify which Party shall file patent applications, trademark applications, or any other intellectual property filing for any Joint IP.
Joint Intellectual Property. (i) The parties intend that any Intellectual Property developed through the combined efforts of the parties during the Term of this Agreement shall be developed pursuant to a negotiated development agreement, which shall be negotiated in good faith, and entered into, by the parties prior to commencement of work for the development of the Intellectual Property (each such agreement a “Development Agreement”). The terms of any such Development Agreement shall govern the parties rights in and any restrictions or obligations with respect to the Intellectual Property that is the subject of such Development Agreement.
(ii) In the event that a Development Agreement has not been entered into by the parties with regard to jointly developed Intellectual Property, such Intellectual Property shall be owned jointly by the parties and any restrictions or obligations on use shall be governed by the remainder of this Section 10.3(b)(ii). During the Term and in perpetuity thereafter, Bank shall have the right to use, license and otherwise exploit such jointly owned Intellectual Property without any restriction or obligation to account to Kohl’s. During the Term and in perpetuity thereafter, Kohl’s shall have the right to use, license and otherwise exploit such jointly owned Intellectual Property without any restriction or obligation to account to Bank for such uses (A) solely in connection with and for purposes of operating the Kohl’s-branded private label credit card program and any other payment product program offered by Kohl’s, either directly or through third party, including in connection with the creation, establishment, marketing and administration of such programs, and the provision of services related thereto; and (B) solely for the purposes described in subsection 10.3(b)(ii)(A), sublicense such jointly owned Intellectual Property to its Affiliates and subcontractors, the third party purchaser of the Program Assets and any other third party that offers such any such payment program with Kohl’s.
(iii) Patents and inventions shall be deemed to be developed jointly only if employees or contractors of each party who have assigned all such patent rights to such party are deemed co-inventors under the applicable patent laws. Software and other works of authorship and associated copyrights shall be deemed to be jointly developed only if the parties are deemed co-authors of such software or other work of authorship under the applicable copyright laws or otherwise deemed ...
Joint Intellectual Property. All Joint Foreground IP will be jointly owned by the Parties.
Joint Intellectual Property. In the event that TU and COMPANY file a patent application for the Joint Intellectual Property set forth in either Article 10.3, the parties shall, upon mutual consultation, choose one of the options set forth in either Article 12.1.1, Article 12.1.2, Article 12.1.3 or Article 12.
Joint Intellectual Property. Any and all Joint Intellectual Property shall be subject to the following provisions:
