OWNERSHIP AND ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS Sample Clauses

OWNERSHIP AND ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS. 38.1 Nothing in this Agreement shall affect the ownership of Intellectual Property Rights owned by a Party prior to the Effective Date, or that a Party obtains ownership of independently of the performance of the Services under this Agreement. 38.2 In consideration of the sum of one pound (£1) (receipt of which is hereby acknowledged by the Service Provider), the Service Provider agrees that, subject to Clause 39.3, TfL shall own upon their creation (and otherwise assigns to TfL ownership of) present and future Intellectual Property Rights created by or on behalf of the Service Provider in the conduct of the provision of the Services (such Intellectual Property Rights being referred to as "Foreground IPR"). Insofar as any Foreground IPR does not vest automatically by operation of law or under this Agreement, the Service Provider holds legal title in these rights on trust for TfL. 38.3 The Service Provider shall, at the expense of TfL as to the Service Provider's reasonable, externally invoiced, out-of-pocket costs, execute all documents and instruments and take such other steps as TfL may reasonably require to vest all right, title and interest in and to Foreground IPR absolutely in TfL. 38.4 Any assignment of Intellectual Property Rights pursuant to this Clause 38 shall be with full title guarantee, free from encumbrances and shall include the right to take action for any past, present and future damages and other remedies in respect of any infringement. 38.5 The Service Provider shall notify TfL of any Foreground IPR created and provide to TfL (or any person nominated by TfL in writing) a copy of the Source Code and object code for all Software and copies of all Documentation, the Intellectual Property Rights in which are assigned to TfL pursuant to this Clause 38 (including without limitation any update or upgrade of that Software), and shall do so at the same time as providing any associated Deliverable to TfL during the Implementation Phase or in connection with a Change or, in all other circumstances, on a monthly basis.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
OWNERSHIP AND ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS. 50.1 Subject to clause 50.7, TfL shall own the Intellectual Property Rights subsisting or residing in the TfL Materials and the TfL IPR and the Service Provider shall not acquire any rights in those Intellectual Property Rights or in any other Intellectual Property Rights owned by TfL, whether pre-existing or created during the Term of this Agreement. 50.2 As between the Parties, the Service Provider shall own the Intellectual Property Rights subsisting or residing in the Licensed Materials. 50.3 Without limiting clause 54.8 (Source Code), the Service Provider shall, as it develops the Detailed Design and other Services Materials and thereafter pursuant to the Change Control Request Procedure, inform TfL of the nature of all of the programs and code which it or any Affiliate of the Service Provider and/or any Sub- Contractor proposes to create pursuant to this Agreement, together with its view (with supporting evidence) as to whether or not such programs and code constitutes TfL Materials. Any dispute about whether any Services Materials constitute TfL Materials shall be referred to the Dispute Resolution Procedure. 50.4 In consideration of the sum of one pound (£1) (receipt of which is hereby acknowledged by the Service Provider), and subject to clause 50.7, the Service Provider agrees that TfL shall own upon their creation (and otherwise assigns to TfL) ownership of present and future Intellectual Property Rights subsisting or residing in (or in connection with) the TfL Materials. The Service Provider undertakes, at TfL's request and expense, to do all such acts and execute all deeds and other documents which may reasonably be required to confirm and perfect TfL's ownership of the Intellectual Property Rights assigned under this clause, whether in connection with registration, title or otherwise. 50.5 Any assignment of Intellectual Property Rights pursuant to this clause 50 shall be with full title guarantee, free from encumbrances and shall include the right to take action for any past, present and future damages and other remedies in respect of any infringement. 50.6 The Service Provider shall provide to TfL (or any person nominated by TfL in writing) a copy of the Source Code for all Software and copies of all Documentation the Intellectual Property Rights in which are assigned to TfL pursuant to clauses 50.4 and 50.5 (including without limitation any update or upgrade of that Software) and shall do so at the same time as providing any associated Deli...
Sample 1
OWNERSHIP AND ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS. The Deliverables shall be the sole and exclusive property of Siebel, whether the Deliverables are in preparation or in a form or content approved by Siebel. Contractor hereby irrevocably assigns to Siebel all right, title and interest Contractor may have in and to any intellectual property developed by Contractor in its performance of this Agreement (whether conceived individually or jointly), and Contractor will take all steps reasonably required by Siebel to perfect its copyright, trademark and other intellectual property rights in and to the Deliverables. To the extent that the Deliverables, in whole or in part, constitute computer software programs or products ("Software"). Siebel and Contractor agree that Siebel shall have and enjoy any and all ownership and proprietary rights in and to such Software under all federal, state, local, and foreign intellectual property laws, including without limitation the Copyright Act of 1976, as amended) and all other applicable laws.
Sample 1
OWNERSHIP AND ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS. 5.1 Contractor shall disclose and assign to MAKO, and does hereby automatically assign to MAKO upon inception, all patent, copyright, trade secret and all other industrial, intellectual or proprietary rights that Contractor may possess or be entitled to receive, in each and every territory, state and country throughout the world, and under all applicable conventions and treaties (the “Intellectual Property Rights”) in all inventions (whether or not patentable or reduced to practice), industrial models, works of authorship, databases, industrial and ornamental designs, mask works, computer programs, data, drawings, know-how, information and other forms of industrial and intellectual property (collectively, “Intellectual Property”) (a) that are created, discovered, conceived of and/or reduced to practice by Contractor during the term of this Agreement and relate to the subject matter of the Services to be performed under this Agreement or the business, research or development interests of MAKO, or (b) that, subject to Subsection 5.2 below, are embodied, incorporated or used in any drawings, specifications, computer program, software, manuals, data, documentation, models, prototypes, information, or other materials or items created or prepared by Contractor or its employees or contractors in the performance of the Services under this Agreement (collectively “Work Product”) or the defined Deliverables. Notwithstanding the forgoing, to the extent permitted by applicable law and consistent with Contractor’s status as an independent contractor, Contractor’s Work Product and Deliverables shall be considered and treated for all purposes as works made for hire, and title to all Intellectual Property Rights respecting such Work Product shall vest initially, completely, and exclusively in MAKO. 5.2 Contractor may include in the Work Product and Deliverables materials, information and other items existing prior to, or which were developed outside the scope of, the Services (“Preexisting Materials”) only if (a) they are owned or, if not owned, are otherwise licensable by, Contractor upon the terms of Subsection 5.3 below; (b) they are identified prior to commencement of services involving such work or materials; and (c) reasonable proof in the form of documentation is provided that the materials, information or items to be included are in fact Preexisting Materials and that Contractor possesses all necessary rights to grant the license set forth below in Subsection 5.3 ...
Sample 1
OWNERSHIP AND ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS a. All processes, designs, discoveries, inventions, computer programs, trade secrets, concepts, writings, or improvements made or conceived by Employee during the course of his employment with Boomerang, whether alone or jointly with others or during regular working hours, shall be and remain the sole and exclusive property of Boomerang. Employee agrees to disclose Intellectual Property fully and promptly to Boomerang, and upon request and without further compensation from Boomerang, to execute, acknowledge and deliver such papers and instruments as Boomerang deems necessary to perfect, secure and maintain its interests in Intellectual Property. b. Employee acknowledges and agrees that it is the desire and intent of the parties that all work made or conceived by Employee shall constitute a "work made for hire" for purposes of the U.S. Copyright Act of 1976, as amended. If the copyright to any such copyright work is not the property of Boomerang by operation of law, Employee will assign to Boomerang all right, title and interest in and to such work.
Sample 1

Related to OWNERSHIP AND ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS

  • 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.

  • Ownership and Intellectual Property Rights 1. This Agreement gives you limited rights to use the Software. Syncro retains any and all rights, title and interest in and to the Software and all copies thereof, including copyrights, patents, trade secret rights, trademarks and other intellectual property rights. All rights not specifically granted in this Agreement, including International Copyrights, are reserved by Syncro. The structure, organization and code of the Software are valuable trade secrets and confidential information of Syncro.

  • Intellectual Property Rights and Ownership 5.1. You acknowledge that all Intellectual Property Rights (including any new Intellectual Property Rights) arising out of or in connection with the Access Products and associated Documentation, belong at all times to Us or Our licensors. 5.2. Nothing in this Agreement shall transfer any Intellectual Property Rights in or arising from Access Products or Documentation to You but that these shall remain vested in Us or Our licensors. No rights to use any such Intellectual Property are granted, except as expressly stated in these Terms and Conditions or the relevant Statement of Work. If, notwithstanding this, any Intellectual Property Rights in or arising from the Access Product and/or Documentation are acquired by You (including any new Intellectual Property Rights), You hereby assign (and to the extent that any such Intellectual Property Rights are not capable of such assignment, agree to hold on trust) and agree to do all such things and sign all such documents as We may reasonably require in respect of the assignment of all such Intellectual Property Rights to Us or Our licensors as may be appropriate. 5.3. Subject to clauses 5.6 and 5.7, We will indemnify You against all direct costs, claims, demands, expenses (including reasonable legal costs) and liabilities of whatever nature incurred by or awarded against You arising out of or in connection with any claim that Your use of the Access Product(s) any Documentation, information, data, computer facilities or material that We supply, infringes a third party’s Intellectual Property (Infringement Claim). 5.4. We warrant that We are not aware that the Access Product(s) any Documentation, information, data, computer facilities or material that We supply, or Your use of the same in accordance with the terms of this Agreement, will infringe any third party’s Intellectual Property Rights but We have not carried out any investigation into the same. We shall indemnify You against all direct costs, claims, demands, expenses (including reasonable legal costs) and liabilities of whatever nature incurred by or awarded against You arising out of or in connection with any breach of the warranty contained in this clause. 5.5. If an Infringement Claim is alleged or threatened against either You or Us, or if We believe that the Access Product or the Documentation or any part thereof may infringe any third party’s copyright or registered patent (effective at the date of this Agreement), We may, at Our sole option, (i) procure such licence, authorisation or consent as is necessary to enable Your continued use of the Access Product and/or the Documentation; (ii) modify or replace the same as necessary to avoid infringement without any material adverse effect to the functionality of the Access Product; or (iii) terminate this Agreement and/or the affected Statement of Work and refund an amount equal to the unused portion of any Annual Licence Fees pre-paid in respect of such Software (as the case may be) to You. 5.6. You shall permit Us to have access upon reasonable Notice during the Licence Term to inspect during Business Hours the premises and the Customer System at or on which the Software is being kept or used, and any records kept pursuant to the Licence, for the purposes of ensuring that You are complying with the terms of this Agreement. In carrying out such an inspection We will comply with any reasonable restrictions You require, and We will only request such an inspection where We believe We have reasonable cause to do so. In the event that You have unauthorised copies of the Software, without prejudice to any other rights or remedies that We may have, You shall pay an additional fee to Us in respect of any such unauthorised copies calculated by reference to the standard list price prevailing at the date of invoice in respect of such Software. 5.7. Without prejudice to clause 5.8, We shall only be liable under the terms of this Agreement for an Infringement Claim or alleged Infringement Claim if (i) You promptly notify Us of any infringement or alleged infringement of which You are aware, or ought reasonably to have been made aware of; (ii) You make no admission as to liability or agree any settlement of such claim without Our prior written consent; (iii) You allow Us (or a relevant third party supplier), at Our expense, to conduct and/or settle all negotiations and litigation arising from any claim or action relating to the alleged infringement; and (iv) You, at Our expense, give Us (or a relevant third party supplier) such reasonable assistance as may berequested in such settlement or negotiation. 5.8. We shall have no liability for any Infringement Claim or alleged Infringement Claim to the extent such claim arises from (i) possession, use, development, modification, or operation of the Access Product or part thereof by You other than in accordance with the terms of this Agreement, the relevant Statement of Work or the Documentation; (ii) failure by You to take any reasonable corrective action directed by Us (including using an alternative, non-infringing version of the Access Products); or (iii) is based upon any item provided by You and incorporated into the Access Product(s) or used in combination with the Access Product(s) at Your request.

  • Intellectual Property Rights and Confidentiality 3.1 Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A in its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A. 3.2 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason. 3.3 The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.

  • 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.

  • INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY 42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights. 42.2 The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party. 42.3 With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that: 42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect; 42.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies; 42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the: 42.4.1 availability, provision or use of the Services (or any parts thereof); and 42.4.2 performance of the Supplier's responsibilities and obligations hereunder. 42.5 The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder. 42.6 If a claim or demand is made or action brought to which Clauses 42.3 and/or 42.4 may apply, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to Approval) at its own expense and within a reasonable time either: 42.6.1 modify any or all of the affected Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Off Contract; or 42.6.2 procure a licence to use the Services on terms that are reasonably acceptable to the Authority and in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and 42.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term and for no other purpose.

  • Enforcement of Intellectual Property Rights and Assistance During and after the period of my employment, I will assist Company in every proper way to obtain and enforce United States and foreign Intellectual Property Rights relating to Company Inventions in all countries. If the Company is unable to secure my signature on any document needed in connection with such purposes, I hereby irrevocably designate and appoint Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act on my behalf to execute and file any such documents and to do all other lawfully permitted acts to further such purposes with the same legal force and effect as if executed by me.

  • 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 Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

  • Assignment of Intellectual Property The Executive hereby assigns to the Company or its designees, without further consideration and free and clear of any lien or encumbrance, the Executive’s entire right, title and interest (within the United States and all foreign jurisdictions) to any and all inventions, discoveries, improvements, developments, works of authorship, concepts, ideas, plans, specifications, software, formulas, databases, designees, processes and contributions to Confidential Information created, conceived, developed or reduced to practice by the Executive (alone or with others) during the Term which (i) are related to the Company’s current or anticipated business, activities, products, or services, (ii) result from any work performed by Executive for the Company, or (iii) are created, conceived, developed or reduced to practice with the use of Company property, including any and all Intellectual Property Rights (as defined below) therein (“Work Product”). Any Work Product which falls within the definition of “work made for hire”, as such term is defined in the U.S. Copyright Act, shall be considered a “work made for hire”, the copyright in which vests initially and exclusively in the Company. The Executive waives any rights to be attributed as the author of any Work Product and any “droit morale” (moral rights) in Work Product. The Executive agrees to immediately disclose to the Company all Work Product. For purposes of this Agreement, “Intellectual Property” shall mean any patent, copyright, trademark or service xxxx, trade secret, or any other proprietary rights protection legally available.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!