Non-infringement and Ownership Sample Clauses

Non-infringement and Ownership. If a Deliverable or any Services violate or infringe upon the rights of any third party, including, without limitation, any patent rights, copyright rights, trademark rights, trade secret rights, or other proprietary rights of any kind, District may seek the remedies set forth in Section 18.2. Contractor is and shall be (a) either the owner of, or authorized to use, the software and related material used in connection with the Services, which is not otherwise owned by LAUSD, and (b) sufficiently authorized to grant to LAUSD the rights, title, interest and/or ownership, specified in Article 10 or the applicable Work Order, in and to materials, information, Documentation, Work Product, or other Deliverables developed by Contractor for LAUSD as part of the Services. Contractor will use commercially reasonable efforts to perform its responsibilities under this Agreement in a manner that does not infringe, or constitute an infringement or misappropriation of, the patent, copyright, trademark, trade secret or other proprietary rights of a third party. Contractor shall have sufficient title and rights to license to District, to the extent specified in Article 10 or any applicable Work Order, all Contractor Commercial Software, Contractor Customized Software, and Deliverables.
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Non-infringement and Ownership. IMX represents and warrants to Rapiscan that (i) the Trademarks, Patents, and any other intellectual property rights underlying the Products now or in the future do not and shall not infringe the rights of any third parties, and (ii) IMX is the exclusive owner of the Trademarks, Patents and all other intellectual property rights related to any of them or the Products, (iii) said Trademarks and Patents are valid and enforceable and in good standing, and (iv) IMX has the sole right to use the Trademarks and Patents throughout the Territory as well as any other intellectual property rights necessary for Rapiscan to exploit the Products.
Sample 1
Non-infringement and Ownership. The Deliverables developed by SEG in performing Services hereunder, including without limitation, the Valuation Report, list of prospective buyers and Confidential Memorandum, as well as any and all reports, data, computer programs, drawings, notes and specifications, and any discoveries, inventions and other information and material conceived, developed or made during the term of the Agreement relating in any manner to the Deliverables a) will not infringe upon or violate the patent, copyright or other intellectual property rights of any third party, and b) will be and remain the exclusive property of SEG.
Sample 1

Related to Non-infringement and Ownership

  • Intellectual Property Infringement The Supplier warrants that the use or supply by UNDP of the goods sold under this Purchase Order does not infringe any patent, design, trade-name or trade-mark. In addition, the Supplier shall, pursuant to this warranty, indemnify, defend and hold UNDP and the United Nations harmless from any actions or claims brought against UNDP or the United Nations pertaining to the alleged infringement of a patent, design, trade-name or trade-mark arising in connection with the goods sold under this Purchase Order.

  • Patent Infringement (a) If LICENSEE learns of any substantial infringement of Patent Rights, LICENSEE shall so inform UNIVERSITY and provide UNIVERSITY with reasonable evidence of the infringement. Neither party shall notify a third party of the infringement of Patent Rights without the consent of the other party. Both parties shall use reasonable efforts and cooperation to terminate infringement without litigation. (b) LICENSEE may request UNIVERSITY to take legal action against such third party for the infringement of Patent Rights. Such request shall be made in writing and shall include reasonable evidence of such infringement and damages to LICENSEE. If the infringing activity has not abated ninety (90) days following LICENSEE’s request, UNIVERSITY shall elect to or not to commence suit on its own account. UNIVERSITY shall give notice of its election in writing to LICENSEE by the end of the one-hundredth (100th) day after receiving notice of such request from LICENSEE. LICENSEE may thereafter bring suit for patent infringement in its own name (and in the name of UNIVERSITY if necessary) and at its own expense, if and only if UNIVERSITY elects not to commence suit and the infringement occurred in a jurisdiction where LICENSEE has an exclusive license under this Agreement. If LICENSEE elects to bring suit, UNIVERSITY may join that suit at its own expense. (c) Recoveries from actions brought pursuant to Paragraph 5.2(b) shall belong to the party bringing suit except that in the event that LICENSEE brings suit for infringement of Patent Rights and an acceptable settlement is entered into or monetary damages are awarded in a final non-appealable judgment, UNIVERSITY shall be reimbursed for any amount which would have been due to UNIVERSITY under this Agreement if the products sold by the infringer actually had been sold by LICENSEE. Legal actions brought jointly by UNIVERSITY and LICENSEE and fully participated in by both shall be at the joint expense of the parties and all recoveries shall be shared jointly by them in proportion to the share of expense paid by each party. (d) Each party shall cooperate with the other in litigation proceedings at the expense of the party bringing suit. Litigation shall be controlled by the party bringing the suit, except that UNIVERSITY may choose to be represented by counsel of its choice (at its expense) in any suit brought by LICENSEE.

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