Licensing of Intellectual Property Rights Sample Clauses

Licensing of Intellectual Property Rights. (“IPR”) 21.1 Where any agreement involves the provision of a Regional Function on behalf of the Parties by a Lead Force pursuant to clause 12 hereof then; 21.2 The Parties grant to the Lead Force a royalty free non-exclusive, non- transferable license during the term of the agreement to use; 21.2.1 the relevant IPR owned by the Parties 21.2.2 All documentation processes and procedures relevant to the collaborative function being delivered. 21.2.3 All data and databases relevant to the Regional Function being delivered including the right to grant a sub-license to any sub contractors provided that the relevant sub-contractor has entered into a confidentiality undertaking with the Lead Force in a reasonable form acceptable to the Parties. 21.3 The licence granted in this clause is granted only to the extent necessary for the operation of the relevant Regional Function in accordance with this Agreement. 21.4 A Lead Force shall only use the names of the Parties or any logos, emblems or any other images or any forms of words associated with them with their prior consent which is not to be unreasonably withheld or delayed.
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Licensing of Intellectual Property Rights. (c) Unless the Schedule provides otherwise, You grant Us a perpetual, irrevocable, royalty-free, worldwide, non-exclusive and transferrable licence (including the right to sub-license) to use, copy, modify and exploit the Agreement Material. You grant Us a perpetual, irrevocable, royalty-free, worldwide, non- exclusive and transferrable licence (including the right to sub-license) to use, copy, modify and exploit the Third Party Materials and Your Other Material, but only in conjunction with the Agreement Material. You agree to promptly provide Us with copies of any Agreement Material upon request.
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Licensing of Intellectual Property Rights. (a) If You are the IPR Owner then You grant Us a Licence to Use the IPR in Agreement Material and in Existing Material owned or controlled by You or a subcontractor for any Commonwealth purpose.‌ (b) If We are the IPR Owner then: (i) You grant Us a Licence to Use Existing Material owned or controlled by You or a subcontractor for any Commonwealth purpose; (ii) We grant You a royalty free, non-exclusive licence (excluding the right of sublicense) to Use the IPR in Agreement Material and in Existing Material owned or controlled by Us for the purposes of performing this Agreement and any other purposes approved in writing by Us under clause 21.3(c), but not for any other purpose.
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Licensing of Intellectual Property Rights. Despite any other provision of this Licence, the Licensee grants, or must procure for, the Director a perpetual, irrevocable, royalty-free, worldwide, non-exclusive licence (including a right of sub-license) to use, reproduce, modify, adapt, communicate, publish, broadcast and exploit the Licence Material for the purposes of managing, administering and promoting the Park, and carrying out the Director’s functions under section 514B of the EPBC Act. Intellectual Property Rights and title to Director Material remains vested at all times in the Director. The Director grants to the Licensee a royalty-free, world- wide, non-exclusive licence (including a right of sub-license to subcontractors) to use, reproduce and modify the Director Material for the purposes of this Licence and undertaking or facilitating the Licensed Activities, but subject to any conditions reasonably imposed by the Director on that use.
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Licensing of Intellectual Property Rights. Licence of Commonwealth Material and Agreement Material The Department grants the Organisation a licence to use, copy and reproduce Commonwealth Material and Agreement Material, but only for the purposes of this Agreement and in accordance with any conditions or restrictions Notified by the Department to the Organisation. Clauses 20.2 and 20.3 apply only where the Organisation deals with Personal Information for the purpose of conducting the Project under this Agreement, and the terms ‘agency’, ‘APP Code’, ‘contracted service provider’, ‘organisation’, ‘sensitive information’ and ‘Australian Privacy Principle’ (APP) have the same meaning as they have in section 6 of the Privacy Act, and ‘subcontract’ and other grammatical forms of that word have the meaning given in section 95B(4) of the Privacy Act. The Organisation acknowledges that it is a contracted service provider and agrees, in respect of the conduct of the Project under this Agreement: to use or disclose Personal Information, including sensitive information, obtained in the course of conducting the Project (‘relevant Personal Information’), only for the purposes of this Agreement or where otherwise permitted under the Privacy Act; and not to do any act or engage in any practice that if done or engaged in by an agency, or where relevant, an organisation, would be a breach of an APP. The Organisation must immediately Notify the Department if it becomes aware: of a breach or possible breach of any of the obligations contained in, or referred to in, this clause 20 by any Personnel; that a disclosure of Personal Information may be required by law; or of an approach to the Organisation by the Privacy Commissioner or by a person claiming that their privacy has been interfered with. Protected Information The Organisation must ensure that when handling Protected Information, it complies with the requirements under Division 3 [Confidentiality] of Part 5 of the Social Security (Administration) Xxx 0000 (Cth).
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Licensing of Intellectual Property Rights. Licence from Service Provider 38.1 The Service Provider hereby grants to TfL (and any Third Parties nominated by TfL, for TfL’s benefit) a non-exclusive, irrevocable, transferable, fully paid-up licence for the period up to expiry or Partial Expiry (as applicable) of this Agreement or (as applicable) the Termination Date or Partial Termination Date and to the extent necessary to enable TfL to exercise its rights under Clauses 63.5.7 and 63.5.8 and Schedule 16 (Exit Plan): 38.1.1 to the Intellectual Property Rights (other than TfL Background IPR and Foreground IPR which are owned by TfL) (including in Service Provider Materials) used by or on behalf of the Service Provider in connection with the Services to the extent necessary for, and for the purposes of: (A) receiving the Services and other services in connection with the Schemes; (B) receiving services in connection with the operation of the Schemes from Other Service Providers; (C) providing assistance and advice to public authorities in relation to schemes other than the Schemes; and/or (D) exercising any rights or performing any obligations of TfL under this Agreement (including without limitation the exercise of Step-In Rights or any rights under Clause 35 (Audit and Inspection) or C ause 63 (Exit Management)); 38.1.2 subject to Clause 73 (Confidentiality), to disclose, copy and reproduce the Service Provider Materials as reasonably necessary for the purposes envisaged under Clause 38.1.1; 38.1.3 to modify, adapt and enhance the Service Provider Materia s as reasonab y required for t e ur oses envisaged under C ause 38.1.1, provided that: (A) Software owned by the Service Provider and licensed to TfL pursuant to Clause 38.1.1 may not be modified, adapted or enhanced by TfL except pursuant to a Step-In Action; and (B) Software owned by a Third Party and licensed to TfL pursuant to Clause 38.1.1 may not be modified, adapted or enhanced by TfL except pursuant to a Step-In Action when permitted by the Service Provider's relevant software licence agreement with such Third Party; and 38.1.4 to grant sub-licences (each with a right to sub-license and further sub-license through multiple tiers) similar to those granted to TfL under Clauses 38.1.1 to 38.1.3 (inclusive) to any Other Service Provider or ot er T ird Party (working wit or on be a f of TfL) for t e ur oses envisaged under C auses 38.1.1 to 38.1.3 (inclusive). 38.2 To the extent that the TfL Foreground Materials are subject to any Intellectual Pro...
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Licensing of Intellectual Property Rights. (a) If You are the IPR Owner then You grant Us a Licence to Use the IPR in Agreement Material and in Existing Material owned or controlled by You or a subcontractor for any Commonwealth purpose. (b) If We are the IPR Owner then: (i) You grant Us a Licence to Use Existing Material owned or controlled by You or a subcontractor for any Commonwealth purpose; (ii) We grant You a royalty free, non­exclusive licence (excluding the right of sublicense) to Use the IPR in Agreement Material and in Existing Material owned or controlled by Us for the purposes of performing this Agreement and any other purposes approved in writing by Us under clause 13.3(c), but not for any other purpose. (c) We may, upon a written request by You, grant written approval for You to sublicense all or any specified part of Agreement Material of which We are the IPR Owner and/or Existing Material which We own or control: (i) to a specified person; (ii) for a specified use or purpose; and (iii) subject to any other specified terms and conditions or limitations. (d) We are under no obligation to approve any request made by You under clause 13.3(c), and We may at Our discretion impose any limitations or requirements on Our approval.
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Licensing of Intellectual Property Rights 
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Related to Licensing of Intellectual Property Rights

  • Infringement of Intellectual Property Rights Seller (or its supplier) shall indemnify and hold Purchaser harmless against an award of damages and costs against Purchaser by a final judgment of a court of last resort in the country in which the Equipment is originally installed by Seller resulting from actual or alleged patent infringement relating in any way to use or sale of the Equipment, or any component thereof furnished hereunder, provided that Purchaser (i) gives Seller immediate notice in writing of any suit or claim for infringement against Purchaser, (ii) permits Seller (or its supplier) to control the defense of any suit or claim, and (iii) gives Seller (or its supplier) all available information, assistance, and authority to enable Seller (or its supplier) to assume such defense. Seller (or its supplier) shall diligently defend and prosecute all such patent infringement litigation and shall keep Purchaser fully informed of all developments in the defense or adjustments of any such claim or action. If a final injunction or judgment in any patent infringement action is rendered restraining Purchaser’s use of the Equipment, or of any component thereof, Seller shall, at its option and expense, either (i) procure for Purchaser the right to use the Equipment, or (ii) replace or modify the infringing component so that it no longer infringes, or (iii) repurchase the Equipment upon its return to Seller, less reasonable depreciation of 2% per month from date of installation, for use, damage, or obsolescence. Seller shall have no liability whatsoever to Purchaser if any such patent infringement or claim thereof is based upon or arises from (i) the use of any Equipment in combination with an apparatus or device not manufactured or supplied by Seller and such combination cause the infringement, (ii) the use of any Equipment in a manner for which it was neither designed nor contemplated, or (iii) any modification of any Equipment by Purchaser, or by Seller at Purchaser’s request, or by any third party, which causes the Equipment to become infringing.

  • Assignment of Intellectual Property Rights (a) Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof. (b) The assignment requirement in Section 15(a) shall not apply to an invention that Executive developed entirely on Executive’s own time without using Nucor’s equipment, supplies, facilities or Secret Information or Confidential Information except for those inventions that (i) relate to Nucor’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by Executive for Nucor. (c) Executive will, within 3 business days following Nucor’s request, execute a specific assignment of title to any Developments to Nucor Corporation or its designee, and do anything else reasonably necessary to enable Nucor Corporation or its designee to secure a patent, copyright, or other form of protection for any Developments in the United States and in any other applicable country. (d) Nothing in this Section 15 is intended to waive, or shall be construed as waiving, any assignment of any Developments to Nucor implied by law.

  • License of Intellectual Property Each Party (a “Licensor”) grants the other Party (a “Licensee”) the non-exclusive, royalty-free, paid-up, worldwide, irrevocable, right, during the term of this Agreement, to use the Licensor’s Intellectual Property solely for the purposes of this Agreement and to carry out the Party’s functions consistent with its responsibilities and authority as set forth in the enable legislation and regulations. Such licenses shall not give the Licensee any ownership interest in or rights to the Intellectual Property of the Licensor. Each Licensee agrees to abide by all third-party license and confidentiality restrictions or obligations applicable to the Licensor’s Intellectual Property of which the Licensor has notified the Licensee in writing.

  • Ownership of Intellectual Property Rights 1. 3. 1. Your only right to use the Software is by virtue of this License and you acknowledge that all intellectual property rights in or relating to the Software and all parts of the Software are and shall remain the exclusive property of Traction Software Limited or its licensors. 2. 3. 2. You further acknowledge that all intellectual property rights in or relating to any improvement, modification or adaptation of the Software arising directly or indirectly from you using the Software are and shall remain the exclusive property of Traction Software Limited. 3. 3. 3. You agree that you will not remove or alter any copyright notices or similar proprietary devices, including without limitation any electronic watermarks or other identifiers, that may be incorporated in the Software or any copy of the Software.

  • Enforcement of Intellectual Property Rights I will cooperate fully with the Company, both during and after my employment with the Company, with respect to the procurement, maintenance and enforcement of Intellectual Property Rights in Company-Related Developments. I will sign, both during and after the term of this Agreement, all papers, including without limitation copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development. If the Company is unable, after reasonable effort, to secure my signature on any such papers, I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development.

  • Registration of Intellectual Property Rights (a) Each Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as applicable: (i) those Copyrights listed on Exhibit A to the Intellectual Property Security Agreement identified by Lender as material and those intellectual property rights listed on Exhibits B and C to the Intellectual Property Security Agreement delivered to Lender by each Borrower in connection with this Agreement, within thirty (30) days of the date of this Agreement, (ii) all registrable Trademarks and Patents any Borrower has developed as of the date of this Agreement which are material to any Borrower's business as currently operated and as contemplated to be operated and which have not yet been registered and all Copyrights reasonably identified by Lender as material Copyrights and which have not yet been registered, in each case within thirty (30) days of the date of this Agreement; provided, however, that in the event Lender identifies any Patent, Trademark or Copyright as material after the date of this Agreement, Borrower shall have thirty (30) days from the date of such determination to cause such Patents, Trademarks or Copyrights to be registered on an expedited basis, and (iii) those additional intellectual property rights developed or acquired by any Borrower from time to time in connection with any product or service and reasonably deemed material by Lender, prior to the sale or licensing of such product or the rendering of such service to any third party, and prior to any Borrower's use of such product (including without limitation major revisions or additions to the intellectual property rights listed on such Exhibits A, B and C). Borrowers shall give Agent written notice of all such applications or registrations within five (5) days thereof. (b) In connection with Borrower's obligations hereunder, Borrowers shall execute and deliver such additional instruments and documents from time to time as Lender shall reasonably request to perfect Lender's security interest in the Intellectual Property Collateral. (c) Borrowers shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights unless Borrowers have obtained the prior written consent of Lender that no such action is necessary, which consent shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(i) shall be deemed to have occurred for failure by Borrower to take appropriate action to so protect, defend and maintain the validity and enforceability of the Trademarks, Patents and Copyrights if Borrowers have provided written notice of the need to take such measures to Agent promptly following any Borrower's learning of the same and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower, (ii) use their best efforts to detect infringements of the Patents and use their best efforts to detect infringements of the Trademarks and Copyrights where any such infringement of any Trademark or Copyright, whether individually or in the aggregate, could be expected to have a Material Adverse Effect and promptly advise Lender in writing of infringements detected and (iii) not allow any Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of Lender, which shall not be unreasonably withheld; provided, however, that no breach of this Section 6.9(c)(iii) shall be deemed to have occurred if Borrowers have provided at least sixty (60) days prior written notice to Agent of the need to take action so as to avoid any such abandonment, forfeiture or dedication to the public and Lender fails to respond to such request for consent on a timely basis, it being understood that the timeliness of Lender's response will depend on Agent having sufficiently timely notice from Borrower. (d) Subject to attorney-client privilege, Agent may audit Borrowers' Intellectual Property Collateral to confirm compliance with this Section, provided that Borrowers shall not be obligated to provide any information that could reasonably be expected to interfere with or impair its position in the pending litigation between Borrowers and Lender. Lender shall have the right, but not the obligation, to take, at Borrowers' sole expense, any actions that Borrowers are required under this Section to take but which any Borrower fails to take, after fifteen (15) days' notice to Borrowers. Borrowers shall reimburse and indemnify Lender for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section.

  • Patents and Intellectual Property Rights Recipients are subject to the Xxxx-Xxxx Act, 35 U.S.C. § 200 et seq, unless otherwise provided by law. Recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from federal financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14.

  • Protection of Intellectual Property Rights Borrower and each of its Subsidiaries shall: (a) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to Borrower’s business; (b) promptly advise Collateral Agent in writing of material infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s prior written consent.

  • INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS A. Data produced under this Annex which is subject to paragraph C. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement will be protected for the period of one year. B. Under paragraph H. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement, Disclosing Party provides the following Data to Receiving Party. The lists below may not be comprehensive, are subject to change, and do not supersede any restrictive notice on the Data provided.

  • Intellectual Property Rights The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

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