Ownership of Intellectual Property; License Sample Clauses

Ownership of Intellectual Property; License. 2.10.1 Any intellectual property owned by a Party or its Affiliates and used after the Effective Date in connection with the provision or receipt of the Scheduled Services, as applicable, shall remain the property of such Party or its Affiliates. Other than the license granted to a Party and its Affiliates pursuant to Section 2.10.2, neither Party nor its Affiliates shall have any right, title or interest in the intellectual property owned by the other Party or its Affiliates.
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Ownership of Intellectual Property; License. Any Intellectual Property owned by a party or its Affiliates and used after the date hereof in connection with the provision or receipt of the Transition Services, as applicable, shall remain the property of such party or its Affiliates. Each party grants, and shall cause its Affiliates to grant, to the other party and its Affiliates a royalty-free, non-exclusive, non-transferable, worldwide license, during the term of this Agreement, to use the Intellectual Property owned by such party or its Affiliates only to the extent necessary for the other party and its Affiliates to provide or receive the Transition Services, as applicable. Other than the license granted to a party and its Affiliates pursuant to the preceding sentence, the Master Agreement or any Ancillary Agreement, neither party nor its Affiliates shall have any right, title or interest in the Intellectual Property owned by the other party or its Affiliates.
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Ownership of Intellectual Property; License. Section 13.1. As between the parties, all designs, inventions (whether or not patented), technical data, drawings and/or confidential information related to the Work, including without limitation the OrbView Satellites, Launch Vehicle, the Command and Control Center Segment and the Data Processing Segment are the exclusive property of Orbital and its subcontractors, except with respect to work performed under the HSI Contract, including but not limited to the hyperspectral sensor, mission data center and mobile ground station, which rights are governed by Article 11 above. All rights, title and interest in and to all underlying intellectual property relating to the Work shall remain exclusively in Orbital or its subcontractors or both, as the case may be, notwithstanding Orbital's disclosure of any information or delivery of any data items to OIC or OIC's payment to Orbital for engineering or non-recurring charges. OIC shall not use or disclose such information or property to any third party without the prior written consent of Orbital. Title to all tools, test equipment and facilities not furnished by OIC or specifically paid for by OIC and delivered to OIC under this Agreement shall remain in Orbital or its subcontractors. OIC agrees that it will not directly or through any third party reverse engineer the Work.
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Ownership of Intellectual Property; License. In the event of any improvements to, or derivatives of, the Generex Technologies are achieved pursuant to or under the auspices of the License, any and all such improvements or derivates will be the sole and exclusive property of Generex and will be included as Generex Technologies under the License (for no additional consideration).
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Ownership of Intellectual Property; License. Title to and ownership of all of the technology, trade secrets, know-how, Buyer Technology and other proprietary information regarding the Products and the manufacture of the Products supplied by Buyer to Manufacturer hereunder shall remain in Buyer. Buyer hereby grants Manufacturer a limited, non-transferable, non-exclusive, revocable license to use Buyer’s software, technology, trade secrets, know-how, and other proprietary information (“Buyer’s Proprietary Information”) for the purposes of this Agreement, free of any claim or allegation by Buyer of misappropriation of Buyer’s Proprietary Information or infringement by Manufacturer of any Buyer intellectual property rights covering Buyer’s Proprietary Information; provided, however, that Manufacturer’s rights and freedom of use in connection with the manufacture of Products for Buyer hereunder shall endure only for the term of this Agreement. After the termination or expiration of this Agreement, (i) such license shall expire and Manufacturer shall have no further rights to use Buyer’s Proprietary Information and (ii) Manufacturer shall return to Buyer all written documents and other materials relating to Buyer’s Proprietary Information. Notwithstanding the foregoing, title to and ownership of any software, technology, trade secrets, know-how, and all Manufacturer Technology and other proprietary information of Manufacturer (“Manufacturer’s Proprietary Information”) used by Manufacturer hereunder shall remain the property of Manufacturer.
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Ownership of Intellectual Property; License. Any Intellectual Property Rights of a Party, its Subsidiaries or third-party vendors used in connection with the provision or receipt of the Transition Services, as applicable, shall remain the property of such Party, its Subsidiaries, or third-party vendors. Each Party grants, and shall cause its Subsidiaries to grant, to the other Party and its Subsidiaries, a royalty-free, non-exclusive, non-transferable, worldwide license, during the Term, to use the Intellectual Property Rights of such Party or its Subsidiaries only to the extent necessary for the other Party and its Subsidiaries to provide or receive the Transition Services, as applicable. Other than the license granted to a Party and its Subsidiaries pursuant to the preceding sentence, the Stock Subscription Agreement or the Operating Agreement, neither Party nor its Subsidiaries shall have any right, title or interest in the Intellectual Property Rights of the other Party or its Subsidiaries.
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Ownership of Intellectual Property; License. Any Intellectual Property owned by a party, its Affiliates or third party vendors used in connection with the provision or receipt of the Transition Services, as applicable, shall remain the property of such party, its Affiliates, or third party vendors. Each party grants, and shall cause its Affiliates to grant, to the other party and its Affiliates a royalty-free, non-exclusive, non-transferable, fully paid-up license in the jurisdictions where Transition Services are provided or received, as applicable, during the term of this Agreement, to use the Intellectual Property owned by such party or its Affiliates only to the extent necessary for the other party and its Affiliates to provide or receive the Transition Services, as applicable. Other than the license granted to a party and its Affiliates pursuant to the preceding sentence, the Assumption Reinsurance Agreement, and any other agreement executed in connection to the Assumption Reinsurance Agreement, neither party nor its Affiliates shall have any right, title or interest in the Intellectual Property owned by the other party or its Affiliates.
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Ownership of Intellectual Property; License 
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Related to Ownership of Intellectual Property; License

  • Ownership of Intellectual Property Any intellectual property which originates from or is developed by a Party shall remain the exclusive property of that Party. Except for a limited license to use patents or copyrights to the extent necessary for the Parties to use any facilities or equipment (including software) or to receive any service solely as provided under this Agreement, no license in patent, copyright, trademark or trade secret, or other proprietary or intellectual property right now or hereafter owned, controlled or licensable by a Party, is granted to the other Party or shall be implied or arise by estoppel. It is the responsibility of each Party to ensure at no additional cost to the other Party that it has obtained any necessary licenses in relation to intellectual property of third Parties used in its network that may be required to enable the other Party to use any facilities or equipment (including software), to receive any service, or to perform its respective obligations under this Agreement.

  • Grant of Intellectual Property License For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)) (“Collateral Agent License”), including in such license the right to use, license, sublicense or practice any Intellectual Property now owned or hereafter acquired by Issuer (or any applicable grantor), and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that the Collateral Agent may sell any of such Issuer’s Inventory directly to any person, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer and any Inventory that is covered by any Copyright owned by or licensed to Issuer and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided herein.

  • Intellectual Property License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party.

  • Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property Licenses Notwithstanding anything to the contrary contained in the TSA, and except as otherwise provided in Section 5.13 of the SPA, it shall be the responsibility of the Receiving Party (at the Receiving Party’s sole cost and expense) to obtain all licenses associated with the use of third party intellectual property, including but not limited to copyrights (e.g., software), trademarks and patents (and/or consents and extensions relating to such licenses), if any, necessary for the provision of Services to the Receiving Party during the Term. The Service Provider agrees to use commercially reasonable efforts to assist the Receiving Party in its negotiations with any licensors from whom the Receiving Party may require such a license (or consent or extension) during the Term. In the event the Receiving Party is unable to obtain a necessary license, consent or extension, the Services related to such license shall be removed from the scope of the TSA, without a reduction in fees or payments owed by the Receiving Party under the TSA. In all events, and in addition to (and not in limitation of) any similar rights that the Service Provider may have under the TSA, the Receiving Party shall indemnify, defend and hold the Service Provider harmless from and against any actions, liabilities and/or claims relating to the licenses and the license matters discussed in this provision. The Receiving Party’s obligation to pay any fees under this Section 1.5 shall apply whether or not such claims for fees arise from the Receiving Party’s continued or past access to or benefit from third party intellectual property. The Receiving Party also acknowledges the Service Provider’s right to initiate discussion with third party licensors that may involve the Receiving Party’s use of intellectual property. All negotiated agreements with third party licensors for the future use of or rights to intellectual property and associated services shall be at the cost of the Service Provider, provided that the Receiving Party shall bear the cost of incremental third party use fees which are specifically identified in the agreements with the third party licensors and which relate solely to the Receiving Party’s use (“Incremental License Fees”). Such Incremental License Fees shall be approved in advance in writing by the Receiving Party, which approval shall not be unreasonably withheld or delayed.

  • 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.

  • Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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