Ownership and Use of Intellectual Property. (a) To the extent not already licensed under the IPA, Kenvue hereby grants to J&J or its Affiliates or Service Providers, as applicable, a non-exclusive, personal, non-transferable (except as set forth in Section 11.02), non-sublicensable, royalty-free license for the term of this Agreement to use the Intellectual Property (as defined in the IPA) of Kenvue and its Affiliates, including the Kenvue Transition Data, if applicable, in the Services License Territory, solely for the purpose of J&J or its Affiliates or Service Providers, as applicable, providing the Services in accordance with this Agreement and solely for so long as such Intellectual Property is necessary or useful to J&J or its Affiliates or Service Providers, as applicable, in the provision of the Services in accordance with this Agreement.
(b) Other than with respect to Shared Data or Common Infrastructure Data (each as defined in the IPA) and subject to the provisions of the IPA and DTSA, as between Kenvue and J&J or its Affiliates or Service Providers, Kenvue shall own all data and information (i) provided by Kenvue or any third party on Kenvue’s behalf to J&J or its Affiliates or Service Providers in connection with its receipt of the Services or (ii) created by J&J or its Affiliates or Service Providers solely for or on behalf of Kenvue in relation to the provision of the Services (collectively, “Kenvue Transition Data”). J&J and Kenvue shall cooperate to ensure that a tangible embodiment of all such Kenvue Transition Data is transferred to Kenvue subject to and in accordance with the DTSA. Kenvue hereby grants a non-exclusive license to J&J under the Kenvue Transition Data, solely for the purpose of J&J providing the Services and solely for so long as the Kenvue Transition Data is necessary or useful to J&J, its Affiliates or its Service Providers in the provision of the Services.
(c) Any Intellectual Property (as defined in the IPA), excluding Kenvue Transition Data, used or developed in relation to the provision of the Services and existing only after the Separation Date (the “Foreground Intellectual Property”) shall be owned by J&J or Kenvue or otherwise licensed to the other party, as applicable, consistent with the terms of the Separation Agreement and the Ancillary Agreements as if such Foreground Intellectual Property existed as of the Separation Date, in each case which the Separation Agreement and the Ancillary Agreements shall apply mutatis mutandis to such Foreground Intellect...
Ownership and Use of Intellectual Property. Neither this Agreement nor any Services performed hereunder shall cause, or be deemed to cause, the assignment or transfer of title or any ownership right or interest of any kind whatsoever in or to any Intellectual Property of the Service Provider or the Company to the other party.
Ownership and Use of Intellectual Property. (a) Any Intellectual Property relating to the Services that is conceived, developed, or reduced to practice, or caused to be conceived, developed, or reduced to practice, in whole or in part by Consultant or Wonder in performance of the Services, during the Term (the “Consultant Intellectual Property”) will be the exclusive property of the Company.
(b) As used herein, “Intellectual Property” means any and all Inventions, Works, trade secrets, trademarks, mask works, and copyrights. “Invention(s)” means any and all discoveries, improvements, ideas, concepts, creative works, and designs, whether or not in writing or reduced to practice, and whether or not they are patentable, including, but not limited to, processes, methods, formulas, and techniques and know-how; and “Works” means those works fixed in any tangible medium of expression from which they can be perceived, reproduced, or otherwise communicated, either directly or with the aid of a machine or device, whether or not they are copyrightable.
Ownership and Use of Intellectual Property. (a) Company acknowledges that (i) it is obtaining only the right to promote and demonstrate the Products and Services on behalf of Verisity, and solicit orders for Products and Services, as provided hereunder; (ii) all ownership, right, title or interest in or to any trademarks, tradenames, insignias, logos, proprietary marks and the like related to the Products (together, "Proprietary Marks") or patents, copyrights, or other proprietary rights relating to the Products or technical documentation, promotional or demonstration materials or training session materials relating to the same (including, without limitation, any translations), whether these are registered or unregistered (all of the above, including the Proprietary Marks, together - the "Rights"), will remain at all times with Verisity and/or its licensors even if suggestions made by Company and/or any person or entity related thereto are incorporated into subsequent versions of the Products; (iii) none of the Rights or any part thereof are transferred from Verisity and/or its licensors to Company hereunder; and (iv) any permitted use of the Rights or any part thereof hereunder will inure to the benefit of Verisity and/or its licensors, and that Company will not itself claim any exclusive rights in the Rights or in any part thereof or the goodwill and rights related thereto.
(b) Subject to Verisity's right to review all marketing materials, packaging and documentation prior to their use by Company, Verisity hereby grants Company a non-exclusive right to use within the Territory the Proprietary Marks under which the Products and Services are marketed by Verisity, during the term of this Agreement, subject to Company's agreement hereby: (i) to use the Proprietary Marks in proper trademark or service xxxx manner (including such notices of ownership as Verisity may require from time to time) on the Products and materials related to the Products and Services and only in connection with their promotion and marketing, and not to use the Proprietary Marks, or any other marks confusingly similar thereto, in any other connection and (ii) that registration for the Proprietary Marks shall be sought, maintained and enforced only by Verisity, within its sole discretion and without any obligation to do so, and that Company agrees to assist Verisity in such efforts at Verisity's request. Company will not alter, infringe or do anything to lessen the value of any Proprietary Marks. Company will not use any of the Pr...
Ownership and Use of Intellectual Property a. The Center owns all right, title, and interest in, without limitation and including worldwide copyright, to all of The Center’s Materials (for example, but not limitation, handouts, slides, articles, and other paper and electronic media ) distributed to the Customer and to the Participants as part of the Services or used by or developed by of in connection with performing the Services. Customer and the Participants are strictly prohibited from reproduction or distribution of The Center’s Materials without prior written permission from The Center. Customer and Participants may not make use of The Center Materials in any manner other than the use intended by The Center through its provision of the Services. For the avoidance of doubt, no right, title or license in the Materials is granted to the Customer, except for the limited, personal, non-transferable right and license for the Customer to use the Materials for the Customer’s own internal use and benefit without reproducing them in any medium.
b. Requests for reproduction rights and the terms and fees associated therewith may be addressed to: Leadership and Learning Press 000 Xxxxxxxxx Xxx Xxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxxx 00000 Or submitted electronically at: xxxx://xxx.xxxxxxxxxxxx.xxx//resources/custom/pdf/CopyrightRequestForm.pdf
Ownership and Use of Intellectual Property. For the avoidance of doubt, Select and its Affiliates, on the one hand, and Concentra and its Affiliates, on the other hand, retain all rights, title and interest in, to and under their respective Intellectual Property, as allocated under the Separation Agreement and the Ancillary Agreements.
Ownership and Use of Intellectual Property. During the term of this Agreement, as a result of ARIS' efforts under this Agreement, ARIS may generate ideas, inventions, suggestions, copyrightable materials or other information ("Intellectual Property") which fall into one of two categories:
a. Intellectual Property specifically related to the subject matter of ARIS' efforts under this Agreement, and directly related to, or incorporated into, the work product to be produced by ARIS and delivered to Customer under this Agreement. Title to Intellectual Property described in this paragraph 5a, that is developed solely by ARIS, or jointly by ARIS and Customer, shall remain in Customer at all times. ARIS agrees to disclose and assign to Customer, in a form satisfactory to Customer, all such Intellectual Property, whether made alone or in conjunction with others, and to render such assistance as Customer may reasonably require to perfect such assignments and to protect such Intellectual Property; and
b. Intellectual Property of general applicability, whether or not related to, or incorporated into, the work product to be produced by ARIS and delivered to Customer under this Agreement. Title to Intellectual Property described in this paragraph 5b, including any Intellectual Property developed by ARIS prior to or outside of this Agreement, shall remain in ARIS. To the extent such Intellectual Property is incorporated into work product to be produced by ARIS and delivered to Customer under this Agreement, ARIS grants and Customer hereby accepts, a perpetual, worldwide, royalty-free, non-exclusive license to use all such Intellectual Property as incorporated into the ARIS work product.
Ownership and Use of Intellectual Property. Seller owns, or has the right to use pursuant to licenses, sublicenses, agreements, or permissions, all Intellectual Property used by the Business currently and as presently proposed to be conducted. The consummation of the transactions provided for under this Agreement will not result in the loss or impairment of any such Intellectual Property. Each item of Intellectual Property used by the Business will be owned or available for use by Buyer on identical terms and conditions immediately subsequent to the Closing Date. Seller has taken all necessary and desirable actions to maintain and protect each item of Intellectual Property used by the Business, including the making of all filings and recordations with respect to such Intellectual Property as required in order to maintain and protect its interests in such Intellectual Property.
Ownership and Use of Intellectual Property. 5.1 背景知识产权的归属将不受本协议的任何影响。在本协议项目研究期间，本协议的一方许可另一方在开展本项目研究的必要范围内以非独占、不可转让、不可分许可且免使用费的方式使用其背景知识产权。
5.1 The ownership of Background Intellectual Property will not be affected by this Agreement. During the process of this Project, each Party grants the other Party a non-exclusive, non-transferable, non-sublicense, royalty free licence to use that Party’s Background Intellectual Property:
Ownership and Use of Intellectual Property. Distributor acknowledge that: (i) Distributor’s right to use the Intellectual Property is derived solely from this Agreement; and (ii) Distributor’s right to use the Intellectual Property is limited to a license granted by Licensor to market, promote and sell Products during the Term pursuant to, and only in compliance with, this Agreement and the Operating Procedures. Distributor may not use any of the Intellectual Property in connection with the marketing, promotion or sale of any unauthorized product or service or in any other manner not expressly authorized by Licensor. Any material unauthorized use of the Intellectual Property may constitute an infringement of Licensor’s rights. Distributor agrees to comply with all of Licensor’s Intellectual Property usage guidelines that are attached hereto as ATTACHMENT “E”. Licensor reserves the right to modify these guidelines from time to time in its commercially reasonable discretion. This Agreement does not confer to Distributor any goodwill, title or interest in any of the Intellectual Property and Distributor will not make any such claim or representation or challenge Licensor’s rights to the Intellectual Property.
