Ownership and Protection of Intellectual Property. As applicable, Seller owns or has the right to use pursuant to license, sublicense, agreement, or permission all Intellectual Property Assets free from any Encumbrances, and as to the owned Intellectual Property Assets, free from any requirement of any past, present, or future royalty payments, license fees, charges or other payments, or conditions or restrictions whatsoever. None of the owned Intellectual Property Assets are involved in any pending or to the best knowledge of Seller, threatened litigation, none of the licensed Intellectual Property Assets are involved in any pending or, to the best knowledge of Seller, threatened litigation involving Seller and, to the best of Seller's knowledge, none of the licensed Intellectual Property Assets are involved in any pending or threatened litigation involving parties other than Seller. Seller has not received any notice of invalidity or infringement of any rights of others with respect to such Intellectual Property Assets. To the best of Seller's knowledge after reasonable investigation, the conduct of the Business does not infringe or otherwise conflict with any rights of any other firm, corporation, association or person in respect of any Intellectual Property. To the best knowledge of Seller after reasonable investigation, none of the owned Intellectual Property Assets are being infringed or otherwise used or available for use by any other firm, corporation, association or person. Seller has taken all reasonable and prudent steps to protect the owned Intellectual Property Assets from infringement by any other firm, corporation, association or person. Seller's use of the Intellectual Property Assets is not, to the best of Seller's knowledge after reasonable investigation, infringing upon or otherwise violating the rights of any third party in or to such Intellectual Property Assets, nor, to the best of Seller's knowledge after reasonable investigation, has such infringement been alleged by any third party. All of the Intellectual Property Assets are valid and enforceable rights of Seller, and the owned Intellectual Property Assets, will be quit-claimed to Buyer and will not cease to be valid and in full force and effect by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement.
Ownership and Protection of Intellectual Property. 4.1. Both of the Parties acknowledge that nothing contained in this Agreement shall affect the ownership of any intellectual property existing at the Commencement Date and which is owned by either of the Parties.
Ownership and Protection of Intellectual Property. AND CONFIDENTIAL INFORMATION; NON-COMPETITION AGREEMENT:
Ownership and Protection of Intellectual Property. 1. The Relational Wisdom Program (“Program”) is a training program created, owned, and provided by RW360, a Montana Corporation. The Program, including words, images, design and video clips, and all intellectual property and proprietary rights of any kind associated therewith, are the sole property of RW360. Nothing in this agreement will transfer to the Instructor or any other party any ownership of, or right to retain beyond the terms of this agreement, any materials provided as part of the Instructor’s certification or any other aspect of the Program.
Ownership and Protection of Intellectual Property. Except as ------------------------------------------------- set forth on Schedule 4.18(c), the IVonyx Parties own exclusively and have the ---------------- exclusive right to use each of the Intellectual Property, and the Intellectual Property will not cease to be valid rights of the IVonyx Parties by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. All of the pending applications have been duly filed. None of the IVonyx Parties has received any notice of invalidity or infringement of any rights of others with respect to such Intellectual Property. The IVonyx Parties have taken all reasonable and prudent steps to protect the Intellectual Property from infringement by any other Person. No other Person (i) has the right to use any of an IVonyx Party's trademarks or service marks on the goods and/or services in connection with which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods or services of any such Person, to cause confusion with such trademarks or service marks or to cause a mistake or to deceive, (ii) has notified any of the IVonyx Parties that it is claiming any ownership of or right to use any of the Intellectual Property, or (iii) is infringing upon any such Intellectual Property in any way. The Intellectual Property does not and will not conflict with, infringe upon or otherwise violate the valid rights of any third party in or to such Intellectual Property, and no Action has been instituted against or notices received by any IVonyx Party that are presently outstanding alleging that any IVonyx Party's use of the Intellectual Property infringes upon or otherwise violates any rights of a third party in or to such Intellectual Property. There are not, and it is reasonably expected that after the Closing there will not be, any restrictions on any IVonyx Party's, or either Koop Party's, as the case may be, right to sell products manufactured by or offer services provided by any IVonyx Party or either Koop Party, as the case may be, in connection with the operation of the Business.
Ownership and Protection of Intellectual Property. Xxxxxx owns and retains any and all right, title, and interest, including all copyrights, trademarks, and any other proprietary and intellectual property rights embodied in or associated with the Programs and the Toolkits, including but not limited to all materials, curriculum and teaching methodologies (“Fierce Intellectual Property”). Each attendee to a Program is granted a limited personal right to use the Toolkit in connection with the Program, and this limited right does not include the right to modify, edit, translate, include in collective works, or create derivative works of the Toolkit, in whole or in part. The parties acknowledge and agree that nothing in this Agreement is intended to transfer ownership of and in Fierce Intellectual Property to Client. Fierce reserves all rights not expressly granted under this Agreement.
Ownership and Protection of Intellectual Property. All pages and Contents within this Website are our property and/or our licensors. The Contents and information on this Website are protected by copyright, trademark and other intellectual property and proprietary rights and laws. Unless We indicate otherwise, no portion of this Website may be copied, reproduced, altered, modified, used to create derivative works, publically displayed, or distributed in any form without Our prior express written permission. You shall keep intact any proprietary notices, including copyright notices, contained on any downloaded materials. You may download any Content only for Your personal use for non-commercial purposes but no modification or further reproduction of the content is permitted. The Contents may otherwise not be copied or used in any way. We reserve any and all rights not expressly granted by these Terms of Use. The logos, service marks, and trademarks owned by us and used in this Website may not be used in any advertising, publicity, or other use without Our prior explicit written permission.
Ownership and Protection of Intellectual Property. The Relational Wisdom Program (“Program”) is a training program created, owned, and provided by RW360, a Montana Corporation. The Program, including words, images, design and video clips, and all intellectual property and proprietary rights of any kind associated therewith, are the sole property of RW360. Nothing in this agreement will transfer to the Presenter or any other party any ownership of, or right to retain beyond the terms of this agreement, any materials provided as part of the Presenter’s certification or any other aspect of the Program. This Program and all associated Program materials are licensed to Presenter and do not transfer any ownership rights to Presenter. Presenter shall not: (a) copy, reproduce, modify, translate, or in any way edit Program materials without express written permission from RW360; (b) remove, alter, or obscure any copyright, legal, or proprietary notices or acknowledgements placed the Program materials, or (c) permit any exhibition, duplication, distribution, adaptation, transmission, re-transmission, broadcast, or other use of the Program materials except as expressly allowed under this agreement. In addition, Presenter shall make every reasonable effort to ensure that others do not take any of these actions either.
Ownership and Protection of Intellectual Property. Acquisition and Nautilus acknowledge that their respective interests in the Marks and Domain Names is through their joint ownership of Licensor and through the licenses granted hereunder. No Party shall at any time do or cause to be done, or fail to do or cause to be done, any act or thing, directly or indirectly, contesting or in any way impairing the Licensor's ownership rights, title and interest in the Marks or Domain Names or the licenses granted under this Agreement. The provisions of other portions of this Agreement govern the rights and obligations of the Parties to bring or defend infringement and other actions, and this Section 6.1 does not obligate a Party to bring or defend any legal proceeding.
Ownership and Protection of Intellectual Property. Each of the Company and its Subsidiaries owns exclusively, or in the case of licensed rights, possesses the valid and enforceable right to use, all of the Company IP, and such Company IP will not cease to be valid rights of the Company and its Subsidiaries by reason of the execution, delivery and performance of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby. All of the pending applications related to Company IP identified in Section 5.20(a) of the Disclosure Schedule have been duly filed. Except as identified in Section 5.20(c) of the Disclosure Schedule, none of the Company or any of its Subsidiaries has received any notice of invalidity or infringement of any rights of others with respect to any item of Company IP. The Company and its Subsidiaries have taken commercially reasonable steps to protect the Company IP from infringement by any other Person. The Company has not granted the right to any other Person (other than its Subsidiaries) to use any of the Company’s or its Subsidiaries’ trademarks or service marks either in identical form or in such near resemblance thereto as to be likely, when applied to the goods or services of any such person, to cause confusion with such trademarks or to cause a mistake or to deceive. Except as identified in Section 5.20(c) of the Disclosure Schedule, no other Person (i) has notified any of the Company or its Subsidiaries that it is claiming any ownership of or right to use any of the Company IP, or (ii) is, to the Sellers’ Knowledge, infringing upon, violating or misappropriating any of the Company IP in any way. Except as identified in Section 5.20(c) of the Disclosure Schedule, the Company IP does not conflict with, infringe upon, misappropriate or otherwise violate the valid rights of any Person in or to such Company IP, and no Action has been instituted against, or notices received by, any of the Company or its Subsidiaries that are presently alleging that any of the Company’s or its Subsidiaries’ use of the Company IP infringes upon, misappropriates or otherwise violates any Intellectual Property rights of a third Person. To the Knowledge of the Sellers, no patent, invention, device, application, or any statute, law, rule, regulation, standard or code is pending or proposed, which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
