Third Party Interests The other parties to this Agreement hereby represents to the Trustee that any account to be opened by, or interest to be held by, the Trustee in connection with this Agreement, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Trustee’s prescribed form as to the particulars of such third party.
OWNERSHIP IN INTELLECTUAL PROPERTY The Department and Contractor agree that each has no right, title, interest, proprietary or otherwise in the intellectual property owned or licensed by the other, unless otherwise agreed upon by the parties in writing. All deliverables, documents, records, programs, data, articles, memoranda, and other materials not developed or licensed by Contractor prior to the execution of this Contract, but specifically created or manufactured under this Contract shall be considered work made for hire, and Contractor shall transfer any ownership claim to the Department.
Security Interests in Personal and Mixed Property To the extent not otherwise satisfied pursuant to subsection 4.1F, Administrative Agent shall have received evidence satisfactory to each of them that Company and Subsidiary Guarantors shall have taken or caused to be taken all such actions, executed and delivered or caused to be executed and delivered all such agreements, documents and instruments, and made or caused to be made all such filings and recordings (other than the filing or recording of items described in clauses (iii), (iv) and (v) below) that may be necessary or, in the opinion of Agents, desirable in order to create in favor of Administrative Agent, for the benefit of Lenders, a valid and (upon such filing and recording) perfected First Priority security interest in the entire personal and mixed property Collateral. Such actions shall include the following:
Title; Liens The Issuer has good, legal and marketable title to each of its respective assets, and none of such assets is subject to any Lien, except for Permitted Encumbrances and the Liens created or permitted pursuant to the Indenture.
Third Person Claims Promptly after any party hereto (hereinafter the "Indemnified Party") has received notice of or has knowledge of any claim by a person not a party to this Agreement ("Third Person"), or the commencement of any action or proceeding by a Third Person, the Indemnified Party shall, as a condition precedent to a claim with respect thereto being made against any party obligated to provide indemnification pursuant to Section 11.1 or 11.2 hereof (hereinafter the "Indemnifying Party"), give the Indemnifying Party written notice of such claim or the commencement of such action or proceeding. Such notice shall state the nature and the basis of such claim and a reasonable estimate of the amount thereof. The Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, any such matter so long as the Indemnifying Party pursues the same in good faith and diligently, provided that the Indemnifying Party shall not settle any criminal proceeding without the written consent of the Indemnified Party. If the Indemnifying Party undertakes to defend or settle, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in the defense thereof and in any settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records or information reasonably requested by the Indemnifying Party that are in the Indemnified Party's possession or control. All Indemnified Parties shall use the same counsel, which shall be the counsel selected by Indemnifying Party, provided that if counsel to the Indemnifying Party shall have a conflict of interest that prevents counsel for the Indemnifying Party from representing Indemnified Party, Indemnified Party shall have the right to participate in such matter through counsel of its own choosing and Indemnifying Party will reimburse the Indemnified Party for the reasonable expenses of its counsel. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party diligently pursues such defense, the Indemnifying Party shall not be liable for any additional legal expenses incurred by the Indemnified Party in connection with any defense or settlement of such asserted liability, except (i) as set forth in the preceding sentence and (ii) to the extent such participation is requested by the Indemnifying Party, in which event the Indemnified Party shall be reimbursed by the Indemnifying Party for reasonable additional legal expenses and out-of-pocket expenses. If the Indemnifying Party desires to accept a final and complete settlement of any such Third Person claim and the Indemnified Party refuses to consent to such settlement, then the Indemnifying Party's liability under this Section with respect to such Third Person claim shall be limited to the amount so offered in settlement by said Third Person. Upon agreement as to such settlement between said Third Person and the Indemnifying Party, the Indemnifying Party shall, in exchange for a complete release from the Indemnified Party, promptly pay to the Indemnified Party the amount agreed to in such settlement and the Indemnified Party shall, from that moment on, bear full responsibility for any additional costs of defense which it subsequently incurs with respect to such claim and all additional costs of settlement or judgment. If the Indemnifying Party does not undertake to defend such matter to which the Indemnified Party is entitled to indemnification hereunder, or fails diligently to pursue such defense, the Indemnified Party may undertake such defense through counsel of its choice, at the cost and expense of the Indemnifying Party, and the Indemnified Party may settle such matter, and the Indemnifying Party shall reimburse the Indemnified Party for the amount paid in such settlement and any other liabilities or expenses incurred by the Indemnified Party in connection therewith, provided, however, that under no circumstances shall the Indemnified Party settle any Third Person claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. All settlements hereunder shall effect a complete release of the Indemnified Party, unless the Indemnified Party otherwise agrees in writing. The parties hereto will make appropriate adjustments for insurance proceeds in determining the amount of any indemnification obligation under this Section.
Contractor Intellectual Property Contractor shall retain all right, title and interest in and to any work, ideas, inventions, discoveries, tools, methodology, computer programs, processes and improvements and any other intellectual property, tangible or intangible, that has been created by Contractor prior to entering into this Contract (“Contractor Intellectual Property”). Should the State require a license for the use of Contractor Intellectual Property in connection with the development or use of the items that Contractor is required to deliver to the State under this Contract, including Work Product (“Deliverables”), the Contractor shall grant the State a royalty-free license for such development and use. For the avoidance of doubt, Work Product shall not be deemed to include Contractor Intellectual Property, provided the State shall be granted an irrevocable, perpetual, non-exclusive royalty-free license to use any such Contractor Intellectual Property that is incorporated into Work Product.
COURSE TITLE GE COURSE TITLE BIOL 10 General Biology transfers as GE GE Natural Sciences BOT 1 General Botany transfers as GE GE Natural Sciences BUAD 10 Introduction to Business transfers as XX XXXX 110 Business and Entrepreneurship CHEM 01A General Chemistry transfers as GE CHEM 151 General Chemistry I CHEM 01B General Chem transfers as CHEM 152 General Chemistry II CHEM 02A Intro to Chem transfers as GE CHEM 101 Chemistry and Society CHEM 02B Intro to Organic & Biochemistr transfers as GE GE Natural Sciences CHEM 10 CHEM 11 Chemistry fo Liberal Arts Lab Chemistry for Liberal Arts transfers as GE GE GE Natural Sciences GE Natural Sciences Laboratory CHEM 101 Fundamentals of Chemistry transfers as GE CHEM 101 Chemistry and Society CHEM 2A Intro to Chem transfers as GE CHEM 101 Chemistry and Society CHEM 2B Intro to Organic & Biochemistr transfers as GE GE Natural Sciences CIS 2 Intro to Computer Science transfers as BUSI 240 Intro to Info Sys & Busi App CMST 54 Small Group Communication transfers as GE GE Oral Communication CMST 60 Public Speaking transfers as GE COMM 111 Public Communication ECE 1 Human Development transfers as GE PSYC 290 Human Growth and Development ECON 1A Principles of Economics-Micro transfers as ECON 251 Principles of Microeconomics ECON 1B Principles of Economics-Macro transfers as GE ECON 250 Principles of Macroeconomics ENGL 01A College Composition transfers as GE WRIT 110 Writing 1 ENGL 01B Literature and Composition transfers as GE ENGL 111 Studies in Literature ENGL 10A World Literature (to 1500) transfers as GE GE Humanities: Literature ENGL 10B World Literature (after 1500) transfers as GE GE Humanities: Literature ENGL 11A Survey of American Literature transfers as GE GE Humanities: Literature ENGL 11B Survey of American Literature transfers as GE GE Humanities: Literature ENGL 13A Survey of English Literature transfers as GE ENGL 222 English Literature to 1789 ENGL 13B Survey of English Literature transfers as GE ENGL 232 English Literature Since 1789 ENGR 45 Properties of Materials transfers as ENGR 384 Mechanics of Materials ENVR 60 ENVR 61 Environmental Science Environmental Science Lab transfers as GE GE GE Natural Sciences GE Natural Sciences Laboratory FREN 1 French 1 transfers as GE FREN 101 Elementary French I FREN 2 French 2 transfers as GE FREN 102 Elementary French II FREN 3 French 3 transfers as FREN 201 Intermediate French I FREN 4 French 4 transfers as FREN 202 Intermediate French II FSS 25 Nutrition transfers as UNRS 120 Fund. of Human Nutrition GEOG 01A Environmental Phys Geography transfers as HIST 210 World Geography GEOL 1 Physical Geology transfers as GE PHYC 130 Earth Science GERM 1 Elementary German transfers as GE GERM 101 Elementary German I GERM 2 Elementary German transfers as GE GERM 102 Elementary German II GERM 3 Intermediate German transfers as GERM 201 Intermediate German I GERM 4 Intermediate German transfers as GERM 202 Intermediate German II HIST 17A US History/Government transfers as GE HIST 151 US History to 1877 HIST 17B US History/Government transfers as GE HIST 152 US History Since 1877 HIST 2 World Civ to 1500 CE transfers as GE HIST 120 World Civilizations to 1648
Title IX Rights Advocacy This process may be initiated by a Client who registers a statutory rights violation or a denial or abuse complaint with the County Patients’ Rights Office. The Patients’ Rights office shall investigate the complaint, and Title IX grievance procedures shall apply, which involve ADMINISTRATOR’S Director of Behavioral Health Care and the State Patients’ Rights Office.
Intellectual Property/Work Product Ownership All data, technical information, materials first gathered, originated, developed, prepared, or obtained as a condition of this agreement and used in the performance of this agreement -- including, but not limited to all reports, surveys, plans, charts, literature, brochures, mailings, recordings (video or audio), pictures, drawings, analyses, graphic representations, software computer programs and accompanying documentation and printouts, notes and memoranda, written procedures and documents, which are prepared for or obtained specifically for this agreement, or are a result of the services required under this grant -- shall be considered "work for hire" and remain the property of the State of Vermont, regardless of the state of completion unless otherwise specified in this agreement. Such items shall be delivered to the State of Vermont upon 30- days notice by the State. With respect to software computer programs and / or source codes first developed for the State, all the work shall be considered "work for hire,” i.e., the State, not the Party (or subcontractor or sub-grantee), shall have full and complete ownership of all software computer programs, documentation and/or source codes developed. Party shall not sell or copyright a work product or item produced under this agreement without explicit permission from the State of Vermont. If Party is operating a system or application on behalf of the State of Vermont, Party shall not make information entered into the system or application available for uses by any other party than the State of Vermont, without prior authorization by the State. Nothing herein shall entitle the State to pre-existing Party’s materials. Party acknowledges and agrees that should this agreement be in support of the State's implementation of the Patient Protection and Affordable Care Act of 2010, Party is subject to the certain property rights provisions of the Code of Federal Regulations and a Grant from the Department of Health and Human Services, Centers for Medicare & Medicaid Services. Such agreement will be subject to, and incorporates here by reference, 45 CFR 74.36, 45 CFR 92.34 and 45 CFR 95.617 governing rights to intangible property.
AGREEMENT TITLE This Agreement will be known as the Health and Allied Services, Managers and Administrative Workers (Victorian Public Sector) (Single Interest Employers) Enterprise Agreement 2021-2025.
