Common use of Operator Materials Clause in Contracts

Operator Materials. Operator retains all right, title and interest in and to any and all of Operator’s software, materials, tools, forms, documentation, training and implementation materials and intellectual property (“Operator Materials”). Operator grants to the LEA a personal, nonexclusive license to use the Operator Materials for its own non-commercial, incidental use as set forth in the Service Agreement. Operator represents that it has all intellectual property rights necessary to enter into and perform its obligations in this DPA and the Service Agreement, warrants to the District that the District will have use of any intellectual property contemplated by the Service Agreement free and clear of claims of any nature by any third Party including, without limitation, copyright or patent infringement claims, and agrees to indemnify the District for any actual related claims. The intellectual property indemnity provided herein shall not apply to the extent the alleged infringement arises from any use of the Operator Materials not in accordance with this Agreement or from any unauthorized modification of the Operator Materials by the LEA.

Operator Materials. Operator retains all right, title and interest in and to any and all of Operator’s software, materials, tools, forms, documentation, training and implementation materials and intellectual property (“Operator Materials”). Operator grants to the LEA a personal, nonexclusive license to use the Operator Materials for its own non-commercial, incidental use as set forth in the Service Agreement. Operator represents that it has all intellectual property rights necessary to enter into and perform its obligations in this DPA and the Service Agreement, warrants to the District that the District will have use of any intellectual property contemplated by the Service Agreement free and clear of claims of any nature by any third Party including, without limitation, copyright or patent infringement claims, and agrees to indemnify the District for any actual related claims. The intellectual property indemnity provided herein Without prejudice to the foregoing, Operator shall not apply to the extent the alleged infringement arises from any be liable for improper use of the Operator Materials not in accordance with this Agreement or from any unauthorized modification of the Operator Materials services and eventual intellectual property infringements committed by the LEADistrict (or District’s officers, trustees, board members, supervisors, agents, servants, employees or volunteers), agents upon using the services. Operator shall be entitled to remove any infringing content without prior notice, whether proven or suspected, created by the District and uploaded to Operator’s website.