Ownership and Property. 9.1 In proportion to payments made by the Purchaser, and in any event, upon delivery of the Supplies by the Supplier and the acceptance thereof by the Purchaser, title and ownership of the Supplies shall pass to the Purchaser. The Supplier acknowledges and agrees that, as title shall pass in accordance with this Section 9.1, the Purchaser shall be the full, sole and unencumbered owner of the Supplies, and the Supplier shall not have any right of retention of ownership in the Supplies or security interest thereon. The Supplier further agrees that Supplier shall not register any security, hypothec, lien, charge, encumbrance or claim any right of retention in the Supplies, and waives any rights of movable accession under articles 971, 972, 973 and 974 of the Civil Code of Québec.
9.2 At the time of transfer of title in accordance with Section 9.1, Supplier warrants that such title shall transfer to the Purchaser, including intellectual property rights, free of any rights or liens held by third parties.
9.3 The Supplier shall be held liable and undertakes to save and hold the Purchaser harmless against any and all claims of any nature whatsoever resulting from the non-compliance with Sections 9.1 and 9.2.
Ownership and Property. Notwithstanding anything to the contrary, and except as provided in subsection 3.4 below:
3.1 All Services and work performed by the Consultant under this Agreement, including without limitation all materials, products, Deliverables (defined in subsection 7.1) and derivative works therefrom, are the property of the Company, and shall be deemed to be works made for hire and made in the course of the Services rendered hereunder, from the time of inception and regardless of Acceptance, completion or other circumstances. All title and interest therein shall vest in the Company and may not be used by Consultant for any other purpose except for the benefit of the Company. To the extent that title to any such Services or work may not, by operation of law, vest in the Company or such work may not be considered works made for hire, all rights, title and interest therein are hereby irrevocably assigned to the Company by Consultant, with the Company having the right to obtain and to hold in its own name, copyrights, registrations or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof. The Consultant agrees to give the Company reasonable assistance at the Company's expense required to perfect the rights defined in this section, and hereby appoints the Company as its agent and attorney-in-fact to sign in its name any such instruments or other documents which have not been duly signed by it and received by the Company within five (5) calendar days following the Company's request therefor. Consultant shall not be precluded from performing similar services for others even where such services shall produce similar results, subject to this subsection 3.1 and sections 10 and 11.
3.2 All Services, work and products provided by Consultant to the Company under prior agreements (excepting Edgewater's TimeKeeper system) are hereby irrevocably assigned to the Company by Consultant, together with all rights, title and interest therein, in accordance with this subsection, to the extent not already owned or so transferred.
3.3 The Company hereby grants to Consultant, at no charge, the restricted, non-transferable, non-exclusive, right to use (but not title to) any computer hardware, software and other equipment, whether owned or leased by the Company, as well as all applicable licenses and maintenance agreements, for the sole purpose of providing Services hereunder ("Company Resources"). Upon termination of the Agreement for any ...
Ownership and Property. 9.1 Ownership in Goods will not pass until payment is made in full of all monies owed to Hi-Tech Metals on any basis (“Full Payment”).
9.2 Hi-Tech Metals reserves the right to take possession and dispose of goods as it sees fit at any time until Full Payment and the Customer grants permission to Hi-Tech Metals to enter any property (whether owned by it or otherwise) where any Goods are, in order to do so and with such force as is necessary.
9.3 A document signed by an officer of Hi-Tech Metals identifying Goods and certifying that monies are owing to Hi-Tech Metals will be conclusive evidence of Hi-Tech Metal’s title thereto.
9.4 Upon sale or disposition of Goods prior to Full Payment the Customer agrees to hold all proceeds Upon Trust for Hi-Tech Metals in a separate bank account, agrees not to mix proceeds with any other monies and will immediately account to Hi-Tech Metals therefore even if Hi-Tech Metals may have granted any time to pay. Failure by the Customer to comply with this subclause does not render invalid the trust to be established under this subclause.
9.5 Until Full Payment the Customer agrees:
(a) to keep all goods as fiduciary for Hi-Tech Metals and to store them in a manner which shows Hi-Tech Metals as owner and will keep them safe and free from deterioration, destruction, loss or harm.
(b) only to sell goods in the usual course of business; and
(c) sale on terms, at cost or less than cost will not be “in the usual course”.
9.6 Clause 10 is not intended to create a charge and must be read down to the extent necessary to avoid being a charge.
9.7 If the Customer uses or incorporates any goods in any production, process or manufacture or combines them with anything to create a finished or combined new thing for disposition then upon such disposition prior to Full Payment, the Customer agrees to hold such part of the proceeds thereof (and until payment is received by the Customer, that part of any applicable book debt) as equals the costs of the goods used and/or incorporated therein (at the prices invoiced by Hi-Tech Metals to the Customer) Upon Trust for Hi-Tech Metals until Full Payment.
Ownership and Property. 5.1 All of (a) Alimera’s and its Affiliates’ patents, inventions, processes, databases, knowhow, trade secrets, copyrights, trade names, trademarks, service marks, proprietary data, information and materials (including, without limitation, business plans and strategies and regulatory, marketing, sales and pricing data and information for Product) and intellectual property, and (b) all improvements by Alimera and/or its Affiliates to any of the foregoing shall remain or be the sole and exclusive property of Alimera and/or its Affiliates, as the case may be. Furthermore, ****, all inventions, processes, databases, data, reports, documents, records and other information and materials collected, obtained, maintained, conceived, made or developed by Quintiles Commercial and/or its Affiliates during the course of carrying out the Services for Alimera and/or its Affiliates under this Agreement and/or the Project Orders (“Work Product”) (collectively, with (a) and (b) above, “Alimera Property”) shall remain or be the sole and exclusive property of Alimera, and the rights of Quintiles Commercial and/or its Affiliates to use such Alimera Property shall be limited to those expressly permitted by this Agreement or any Project Order. Quintiles Commercial will promptly provide and fully disclose all Work Product to Alimera. All Work Product are works made for hire to the extent allowed by law and, in addition, Quintiles Commercial agrees to make and does hereby make all assignments necessary to accomplish the **** CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. foregoing ownership. Quintiles Commercial shall assist Alimera, at Alimera’s reasonable expense, to further evidence, confirm, record and perfect such assignments, and to obtain, maintain, enforce, and defend any rights assigned.
5.2 Alimera acknowledges that Quintiles Commercial and/or its Affiliates possess certain inventions, processes, databases, know-how, trade secrets, proprietary data, information and materials, intellectual properties and other assets, including but not limited to analytical methods, procedures and techniques, procedure manuals, financial information and data, computer technical expertise and software, and business practices which have been independently developed by Quintiles Commercial separate and apart from this Agreement and which relate to its business or operations (collec...
Ownership and Property. 5.1 All CTILS’ and its Affiliates patents, trade secrets, inventions, ideas, procedures and SOPs, processes, formulations, formulae, techniques, data, results, research projects, development projects, protocols for clinical research studies, test results, engineering projects, manufacturing projects, quality assurance/control procedures, standard operating procedures, suppliers, customers, personal, pricing information, financial information, research strategies, copyrights, trade names, trademarks, service marks, proprietary data and materials or intellectual property and all improvements to any of the foregoing including without limitation those made or developed by Quintiles Commercial and/or its Affiliates for CTILS and/or its Affiliates during the course of the Services under this Agreement and/or the Project Orders (collectively “CTILS Property”) shall remain the sole and exclusive property of CTILS, and Quintiles Commercial rights to use such CTILS Property shall be limited to those permitted by this Agreement or any Project Order. Within thirty (30) days after completion or termination of any Project Order, Quintiles Commercial and/or its Affiliates shall return to the CTILS, or if CTILS so directs destroy in a manner, and at the reasonable cost and expenses of CTILS that has been previously approved by CTILS, all CTILS Property provided to Quintiles Commercial and/or its Affiliates to permit execution of the Project Order to which this CTILS Property relates.
5.2 CTILS acknowledges that Quintiles Commercial and/or its Affiliates possess certain inventions, processes, databases, know-how, trade secrets, proprietary data, information and materials, intellectual properties and other assets, including but not limited to analytical methods, procedures and techniques, procedure manuals, financial information and data, computer technical expertise and software, and business practices which have been independently developed by Quintiles Commercial and which relate to its business or operations (collectively “Quintiles Commercial’ Property”). CTILS agrees that all such Quintiles Commercial’ Property and improvements thereto which are used, modified, developed or updated by Quintiles Commercial under or during the term of this Agreement or any Project Order are the sole and exclusive property of Quintiles Commercial.
Ownership and Property. Rights -----------------------------
