Ownership Rights to Materials Sample Clauses

Ownership Rights to Materials. All materials obtained, developed or prepared by GRANTEE in the course of performing services hereunder, including but not limited to videotapes, audio recordings, still photographs, ads or brochures, and the derivative works, patent, copyright, trademark, trade secret or other proprietary rights associated therewith (collectively “Deliverables”), shall be the sole and exclusive property of FIRST 5. To the extent GRANTEE owns or claims ownership rights to said Deliverables, GRANTEE hereby expressly assigns all said rights, title, and interest in and to the Deliverables to FIRST 5 pursuant to the terms and conditions of this Agreement and at no additional cost. FIRST 5 has the exclusive royalty-free irrevocable right to duplicate, publish or otherwise use for any purpose, all materials prepared under this Agreement. If GRANTEE wishes to use the materials prepared hereunder for any purpose including but not limited to promotional, educational or commercial purposes, GRANTEE shall obtain prior written authorization from FIRST 5, which consent may be withheld by FIRST 5 in its sole discretion. XXXXXXX acknowledges that all original works of authorship which are made by XXXXXXX (solely or jointly with others) within the scope of this Agreement and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C., Section 101), and shall belong solely to FIRST 5. XXXXXXX agrees that FIRST 5 will be the copyright owner in all copyrightable works of every kind and description created or developed by XXXXXXX, solely or jointly with others, in connection with any agreement with FIRST 5. If requested to, and at no further expense to FIRST 5, GRANTEE will execute in writing any acknowledgments or assignments of copyright ownership of such copyrightable works as may be appropriate for preservation of the worldwide ownership in FIRST 5 and its nominees of such copyrights.
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Related to Ownership Rights to Materials

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Definitions For purposes of this Agreement:

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. Venue, Jurisdiction and Service of Process Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or Xxxxx County, Texas.

  • Notices Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

  • NOW, THEREFORE the parties hereto agree as follows:

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

  • Term The term of this Agreement will be ten (10) years from the Effective Date (as such term may be extended pursuant to Section 4.2, the “Term”).

  • Termination This Agreement may be terminated at any time prior to the Closing:

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