OWNERSHIP OF MATERIALS; INTELLECTUAL PROPERTY Sample Clauses

OWNERSHIP OF MATERIALS; INTELLECTUAL PROPERTY. Except as set forth below, as between Client and Agency, all final work product created and executed for Client pursuant to the terms of this Agreement, that is selected and paid for by Client (“Work Product”), shall exclusively be Client’s property. Client acknowledges that Agency retains all right, title and interest in and to all technology, content, or other intellectual property or proprietary materials owned by Agency as of the Effective Date or used, created or developed at any time for the general conduct of Agency’s business, including, without limitation, any generic or business information, materials, software, processes or procedures, tools (including proprietary research tools), code (including object or source code), methodologies, software development tools, specialized database and software applications, and any enhancements, modification or derivatives of the foregoing (collectively, “Agency Materials”). To the extent that any Agency Materials are included in the Work Product, Agency hereby grants to Client a royalty-free, perpetual, non-exclusive, non-transferable license to use such Agency Materials solely as embodied in such Work Product and in accordance with its authorized use under the terms of the applicable SOW. To the extent that any materials licensed from third parties are included in Work Product (“Third Party Materials”), Client shall receive a license to such Third Party Materials in accordance with the grant of rights (including any restrictions on use) set forth in the applicable third Party license agreement. Client agrees to comply with all license restrictions and other applicable terms of any third-party agreement applicable to the Third Party Materials and communicated to Client in writing by Agency. Further, Client shall receive under the applicable third-party agreements only such rights and warranties as are offered by such third-party licensor who shall be solely responsible to Client for such Third Party Materials. Agency shall take reasonable precautions to safeguard Client’s property entrusted to Agency’s custody or control, which shall be at least as comprehensive as those precautions that Agency take to safeguard Agency’s own valuable property; provided, however, in the absence of gross negligence or intentional misconduct on Agency’s part, Agency are not to be held responsible for any loss, damage, destruction or unauthorized use of such property.
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OWNERSHIP OF MATERIALS; INTELLECTUAL PROPERTY. All materials developed, produced, or in the process of being so under this Agreement, will be and shall remain the sole and exclusive property of the Service Provider and the Customer shall, to the extent necessary, be granted a limited revocable license to use such mentioned materials during the term of this Agreement and for the sole and exclusive purpose of giving effect to this Agreement.
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OWNERSHIP OF MATERIALS; INTELLECTUAL PROPERTY. A. All manuals, teaching plans, and materials gathered, originated, developed, prepared, and/or used in the performance of this Agreement by Kean or District shall remain the property of Xxxx University. As such, Kean retains the rights to use any materials outlined above for its own internal purposes, such as but not limited to its teaching and research programs, including publications. Kean shall have the right to use or incorporate into its manuals, teaching plans and materials any input or modifications from District and shall retain all right, title and interest to all such input and modifications. Kean shall have no obligation to make any changes to its manuals, teaching plans and material based on input from District. District shall not modify any manuals, teaching plans and materials without the express written consent of Kean. B. District has a right to free access to any and all research findings and data collected as a result of this Collaborative Agreement with permission from Xxxx University with appropriate attribution. C. Other than forms completed for exam registration process and transcript, all materials will be devoid of student identifying information. D. The parties acknowledge and agree that nothing in this agreement shall affect either party’s ownership of any Intellectual Property Rights which exist as of the Effective Date or will be generated independent of this Agreement thereafter.
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OWNERSHIP OF MATERIALS; INTELLECTUAL PROPERTY. All finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials furnished by the City in connection with this Agreement shall be the property of the City. The City may use, extend, or enlarge any document produced by the City under this Agreement without the consent, permission of, or further compensation to Permittee. Each party acknowledges and agrees that each party is the sole and exclusive owner of all right, title, and interest in and to its services, products, software, source and object code, specifications, designs, techniques, concepts, improvements, discoveries and inventions including all intellectual property rights, including without limitation any modifications, improvements, or derivative works, created prior to, or independently, during the term of this Agreement. This Agreement does not affect the ownership of each party's pre-existing intellectual property. Each party further acknowledges that it acquires no rights under this Agreement to the other party's pre-existing intellectual property, other than any limited right explicitly granted in this Agreement.
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OWNERSHIP OF MATERIALS; INTELLECTUAL PROPERTY. Each Party acknowledges and agrees that the other Parties owns the intellectual property rights that they owned or controlled prior to or created separately during but unrelated to this Agreement, including any modifications thereto. Any work by the Parties resulting in the creation of new intellectual property will be governed by the applicable Definitive Agreement(s) that addresses intellectual property ownership. No right or license is granted to Parties or its affiliates under this Agreement to any Confidential Information, know-how, or other intellectual property right owned or controlled by the other Party or such other Party’s affiliates. Except for rights expressly granted under this agreement, 1. nothing in this agreement will function to transfer any of the party's Intellectual Property rights to the other party, and 2. each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this agreement
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OWNERSHIP OF MATERIALS; INTELLECTUAL PROPERTY. Except as set forth in the “Exclusive Patent License Agreement”, as between Mivium and Proto, Client acknowledges that Consultant retains all right, title and interest in and to all technology, content, or other intellectual property or proprietary materials owned by Consultant as of the Effective Date or used, created or developed at any time for the general conduct of Consultant’s business, including, without limitation, any generic or business information, materials, software, processes or procedures, tools (including proprietary research tools), code (including object or source code), methodologies, software development tools, specialized database and software applications, and any enhancements, modification or derivatives of the foregoing (collectively, “Consultant Materials”). To the extent that any Consultant Materials are included in the Work Product, Consultant hereby grants to Client authorized use under the terms of the “Exclusive Patent License Agreement”.
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OWNERSHIP OF MATERIALS; INTELLECTUAL PROPERTY 
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Related to OWNERSHIP OF MATERIALS; INTELLECTUAL PROPERTY

  • 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.

  • 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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