Common use of Ownership Intellectual Property Rights Clause in Contracts

Ownership Intellectual Property Rights. The Service is copyrighted and contains proprietary information protected by law. Ownership of and title to the Service are and shall remain with Revvity or its licensors at all times, and Customer acknowledges that Revvity or its licensors own all rights to: (i) the Service and Service website, (ii) all software, databases, and tangible and intangible materials embodied in or relating to the Service, including without limitation all raw, gross or compiled statistical information, aggregate anonymous statistical data regarding use and functioning of the Service, and other data relating to the Services generally that is obtained, assembled or developed by Revvity in the course of providing its services (but excluding Customer Data), and (iii) all software modifications, Improvements (as defined below), and derivative works; and all copyright, patent, trademark, trade secret, and other intellectual property or other rights in and to each of the foregoing (collectively, the “Revvity Intellectual Property”). Nothing contained in this Agreement will be construed to convey any title or ownership right in any Revvity Intellectual Property to Customer, or any right to use any of the Revvity Intellectual Property other than as expressly set forth in this Agreement. Revvity may modify, amend, or change its applications, products, services, and the Service at its sole discretion and without notice. Revvity hereby reserves all rights not expressly granted to Customer hereunder. The Service may operate or interface with software or other technology which is not proprietary to Revvity and is licensed to Revvity by third parties (“Third Party Licensors”), but for which Revvity has the necessary rights to provide access to Customer (“Third Party Software”). Customer agrees that (i) Customer and its Users will use such Third Party Software in accordance with this Agreement, (ii) no Third Party Licensor makes any warranties or representations of any kind, either express or implied, to Customer concerning such Third Party Software or the Service itself, (iii) no Third Party Licensor will have any obligation or liability to Customer as a result of this Agreement or Customer’s use of such Third Party Software, and (iv) such Third Party Software may be licensed under license terms which grant Customer additional rights or contain additional restrictions in relation to such materials beyond those set forth in this Agreement, and such additional license rights and restrictions are described or linked to within the applicable documentation, the relevant webpage, or within the Service itself. Neither Customer nor its Users shall remove or modify any of Revvity’s or its licensors’ marks or proprietary notices contained in or on the Service or in any documentation or materials made available to Customer related to the Service.

Ownership Intellectual Property Rights. The Service ‌ XXXXX is copyrighted the owner of the Equipment and contains proprietary information protected by lawSystem provided. Ownership of XXXXX represents and warrants that it has the right to sell the Hardware Equipment and/or license the Software provided under this Agreement. XXXXX represents and warrants that Purchaser shall acquire good and clear title to the Service are Hardware Equipment purchased hereunder, free and shall remain with Revvity clear of all liens and encumbrances. XXXXX consequently represents and warrants that neither the Equipment, replacement parts, their elements nor the use thereof violates or its licensors at all times, and Customer acknowledges that Revvity or its licensors own all rights to: (i) the Service and Service website, (ii) all software, databases, and tangible and intangible materials embodied in or relating to the Service, including without limitation all raw, gross or compiled statistical information, aggregate anonymous statistical data regarding use and functioning of the Service, and other data relating to the Services generally that is obtained, assembled or developed by Revvity in the course of providing its services (but excluding Customer Data), and (iii) all software modifications, Improvements (as defined below), and derivative works; and all infringes on any copyright, patent, trademark, servicemark, trade secretsecret or other proprietary right of any person or entity. Purchaser shall notify XXXXX promptly of any infringement claim of which it has knowledge and shall cooperate with XXXXX in the defense of such claim, all at XXXXX’x expense. XXXXX retains all right, title and interest in all Firmware and associated Software delivered under this Agreement, subject only to the following license rights. Any Firmware delivered as a component of Purchased Hardware is licensed for use on a non-exclusive basis strictly as an integral part of the Purchased Hardware and for no other purpose. The Firmware and Software may not be disassembled, decompiled or reverse engineered and any information obtained in violation of this provision shall be deemed confidential information owned exclusively by the owner of such Firmware or Software (and should be safeguarded and protected as such) as stated under Clause IX (Confidentiality / Non Disclosure). Purchaser acknowledges that the System, including Firmware, Software and Hardware, incorporates valuable intellectual property rights of XXXXX and that all such intellectual property rights, and other intellectual property or other rights all counterpart rights, titles, and interests in and to each the System, including Firmware, Software and Hardware, documentation, and all modifications and enhancements of the foregoing (collectivelyaforementioned are and at all times shall remain under the sole and exclusive ownership of XXXXX, subject only to the “Revvity Intellectual Property”)rights expressly granted to the Purchaser under this Agreement. Nothing contained The Equipment is strictly subject to the provision of the Services that are contracted, and is not susceptible of any other use, nor does it grant the Customer any faculty for the extraction of any utility other than in compliance with this Agreement. Purchaser shall not use the Equipment but in material conformance with instructions for use and all such other documentation provided for the Equipment. As a result, this Agreement will be construed to convey any does not provide the Purchaser with intellectual title or intellectual ownership right in of any Revvity Intellectual Property to Customerof the Equipment, or any System, including Firmware, Software and Hardware, but only a right to use any of the Revvity Intellectual Property other than as same upon the terms expressly set forth in this Agreement. Revvity may modifyAny direct or indirect exploitation of the technology that the Equipment contains is prohibited outside the terms of provision set by XXXXX. Such prohibition specifically includes the delivery or offering, amend, or change its applications, products, services, and the Service at its sole discretion and without notice. Revvity hereby reserves all rights to any third party not expressly granted authorized by XXXXX to Customer hereunder. The Service may operate or interface with software or other technology which is not proprietary to Revvity and is licensed to Revvity by third parties (“Third Party Licensors”)exploit it, but for which Revvity has the necessary rights to provide access to Customer (“Third Party Software”). Customer agrees that (i) Customer and its Users will use such Third Party Software in accordance with this Agreement, (ii) no Third Party Licensor makes any warranties or representations of any kindmeans for the observation, either express analysis, replication or implied, to Customer concerning such Third Party Software reproduction or the Service itself, (iii) no Third Party Licensor will have any obligation or liability to Customer as a result of this Agreement or Customer’s use of such Third Party Softwarethe Hardware or of any essential element thereof, and (iv) such Third Party Software may be licensed under license terms which grant Customer additional rights total or contain additional restrictions in relation to such materials beyond those set forth in this Agreementpartial, and such additional license rights and restrictions are described or linked to within the applicable documentation, the relevant webpage, or within the Service itself. Neither Customer nor regardless of its Users shall remove or modify any of Revvity’s or its licensors’ marks or proprietary notices contained in or on the Service or in any documentation or materials made available to Customer related to the Servicepurpose.

Ownership Intellectual Property Rights. The Service is copyrighted Licensee and contains proprietary information protected by law. Ownership of DxWeb agree that DxWeb and title to the Service are and shall remain with Revvity or its licensors at all times, and Customer acknowledges that Revvity or its licensors third party providers own all rights to: (i) the Service right, title and Service website, (ii) all software, databases, and tangible and intangible materials embodied in or relating to the Serviceinterest, including without limitation all raw, gross or compiled statistical information, aggregate anonymous statistical data regarding use and functioning of the Service, and other data relating to the Services generally that is obtained, assembled or developed by Revvity in the course of providing its services (but excluding Customer Data), and (iii) all software modifications, Improvements (as defined below), and derivative works; and all copyright, patent, trademarkcopyright, trade secret, trademark and other intellectual property or other rights proprietary rights, in and to each the DxWeb System and Third Party Products, including, without limitation, the trademarks DxWebTM, DxScriptTM, DxPortalTM, DxConnectTM, DxImageTM, GuidelinkTM, CareWaveTM and/or CoglitixTMincluding the software, documentation, any corrections, bug fixes, enhancements, derivatives, updates or other modifications, any data or information (other than patient information) developed or provided by DxWeb or its suppliers, and any know-how, methodologies, equipment, or processes used by DxWeb to provide the DxWeb System. Licensee acknowledges that Licensee shall be granted only a limited right of use of the foregoing (collectivelyDxWeb System, the “Revvity Intellectual Property”). Nothing contained in this Agreement will be construed to convey any title or ownership which right in any Revvity Intellectual Property to Customer, or any right to of use any of the Revvity Intellectual Property other than as expressly set forth in this Agreement. Revvity may modify, amend, or change its applications, products, services, and the Service at its sole discretion and without notice. Revvity hereby reserves all rights not expressly granted to Customer hereunder. The Service may operate or interface with software or other technology which is not proprietary to Revvity coupled with an interest and is licensed to Revvity by third parties (“Third Party Licensors”), but for which Revvity has the necessary rights to provide access to Customer (“Third Party Software”). Customer agrees that (i) Customer and its Users will use such Third Party Software remains revocable in accordance with the terms of this AgreementXXXX. Licensee warrants and agrees, (ii) no that he or she shall not assert any ownership interest in the DxWeb System, the Third Party Licensor makes Products or any warranties or representations components thereof. Licensee acknowledges that the DxWeb System embodies valuable confidential and trade secret information of any kindDxWeb, either express or impliedthe development of which required the expenditure of considerable time and money by DxWeb. All statutory rights in the DxWeb System, to Customer concerning such the Third Party Software or Products, including but not limited to, rights in intellectual property therein, are confidential and trade secret material, source code, object code, related trademarks, service marks, patents, copyrights and logos, shall be and will remain the Service itselfsole and exclusive property of DxWeb and/or its third party providers. All notices of proprietary rights including, (iii) no without limitation, the trademark and copyright notices in the DxWeb System and the Third Party Licensor will have any obligation or liability to Customer Products must appear on all copies of the DxWeb System, the Third Party Products and related documentation. Licensee agrees that it may use the DxWeb System solely as a result SaaS or in the case of this Agreement or Customer’s use of such Third Party SoftwareAPI, in object code form and will not, and will not permit or encourage others to: (iva) such Third Party Software may be licensed under license terms which grant Customer additional rights modify, publish, translate, reverse engineer, reverse compile, disassemble, create derivative or contain additional restrictions in relation to such materials beyond those set forth in collective works from the DxWeb System or any portion thereof; (b) copy the DxSystem or any part thereof, except for purposes authorized by this AgreementXXXX; (c) resell, and such additional license rights and restrictions are described or linked to within the applicable documentationlease, the relevant webpagesublicense, or within the Service itself. Neither Customer nor its Users shall remove otherwise distribute or modify any of Revvity’s or its licensors’ marks or proprietary notices contained in or on the Service or in any documentation or materials made available to Customer related grant access to the Service.DxWeb System;

Ownership Intellectual Property Rights. The Service ‌ XXXXX is copyrighted the owner of the Equipment and contains proprietary information protected by lawSystem provided. Ownership of XXXXX represents and warrants that it has the right to sell the Hardware Equipment and/or license the Software provided under this Agreement. XXXXX represents and warrants that Customer shall acquire good and clear title to the Service are Hardware Equipment hired hereunder, free and shall remain with Revvity clear of all liens and encumbrances. XXXXX consequently represents and warrants that neither the Equipment, replacement parts, their elements nor the use thereof violates or its licensors at all times, and Customer acknowledges that Revvity or its licensors own all rights to: (i) the Service and Service website, (ii) all software, databases, and tangible and intangible materials embodied in or relating to the Service, including without limitation all raw, gross or compiled statistical information, aggregate anonymous statistical data regarding use and functioning of the Service, and other data relating to the Services generally that is obtained, assembled or developed by Revvity in the course of providing its services (but excluding Customer Data), and (iii) all software modifications, Improvements (as defined below), and derivative works; and all infringes on any copyright, patent, trademark, servicemark, trade secretsecret or other proprietary right of any person or entity. Customer shall notify XXXXX promptly of any infringement claim of which it has knowledge and shall cooperate with XXXXX in the defense of such claim, all at XXXXX’x expense. XXXXX retains all right, title and interest in all Firmware and associated Software delivered under this Agreement, subject only to the following license rights. Any Firmware delivered as a component of the hired Hardware is licensed for use on a non-exclusive basis strictly as an integral part of the Hardware and for no other purpose. The Firmware and Software may not be disassembled, decompiled or reverse engineered and any information obtained in violation of this provision shall be deemed confidential information owned exclusively by the owner of such Firmware or Software (and should be safeguarded and protected as such) as stated under Clause IX (Confidentiality / Non Disclosure). Customer acknowledges that the System, including Firmware, Software and Hardware, incorporates valuable intellectual property rights of XXXXX and that all such intellectual property rights, and other intellectual property or other rights all counterpart rights, titles, and interests in and to each the System, including Firmware, Software and Hardware, documentation, and all modifications and enhancements of the foregoing (collectivelyaforementioned are and at all times shall remain under the sole and exclusive ownership of XXXXX, subject only to the “Revvity Intellectual Property”)rights expressly granted to the Customer under this Agreement. Nothing contained The Equipment is strictly subject to the provision of the Services that are contracted, and is not susceptible of any other use, nor does it grant the Customer any faculty for the extraction of any utility other than in compliance with this Agreement. Customer shall not use the Equipment but in material conformance with instructions for use and all such other documentation provided for the Equipment. As a result, this Agreement will be construed to convey any does not provide the Customer with intellectual title or intellectual ownership right in of any Revvity Intellectual Property to Customerof the Equipment, or any System, including Firmware, Software and Hardware, but only a right to use any of the Revvity Intellectual Property other than as same upon the terms expressly set forth in this Agreement. Revvity may modifyAny direct or indirect exploitation of the technology that the Equipment contains is prohibited outside the terms of provision set by XXXXX. Such prohibition specifically includes the delivery or offering, amend, or change its applications, products, services, and the Service at its sole discretion and without notice. Revvity hereby reserves all rights to any third party not expressly granted authorized by XXXXX to Customer hereunder. The Service may operate or interface with software or other technology which is not proprietary to Revvity and is licensed to Revvity by third parties (“Third Party Licensors”)exploit it, but for which Revvity has the necessary rights to provide access to Customer (“Third Party Software”). Customer agrees that (i) Customer and its Users will use such Third Party Software in accordance with this Agreement, (ii) no Third Party Licensor makes any warranties or representations of any kindmeans for the observation, either express analysis, replication or implied, to Customer concerning such Third Party Software reproduction or the Service itself, (iii) no Third Party Licensor will have any obligation or liability to Customer as a result of this Agreement or Customer’s use of such Third Party Softwarethe Hardware or of any essential element thereof, and (iv) such Third Party Software may be licensed under license terms which grant Customer additional rights total or contain additional restrictions in relation to such materials beyond those set forth in this Agreementpartial, and such additional license rights and restrictions are described or linked to within the applicable documentation, the relevant webpage, or within the Service itself. Neither Customer nor regardless of its Users shall remove or modify any of Revvity’s or its licensors’ marks or proprietary notices contained in or on the Service or in any documentation or materials made available to Customer related to the Servicepurpose.