P roprietary Rights Sample Clauses

P roprietary Rights. Company acknowledges that Contract Administrator has developed certain symbols, trademarks, service marks, designs, data, processes, procedures and information, all of which are proprietary information and trade secrets of Contract Administrator (the “Materials”). Company agrees that it will not use the Materials, except as expressly contemplated by this Agreement without the prior written consent of Contract Administrator and agrees to cease any and all usage of the Materials immediately upon the termination of this Agreement.
Sample 1
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P roprietary Rights. Title to and ownership of all copies of the Wavelink Products and documentation whether in machine-readable or printed form, and including, without limitation, derivative works, compilations, or collective works thereof and all related technical know-how and all rights therein (including without limitation rights in patents, patents pending, copyrights, and trade secrets applicable thereto), are and will remain the exclusive property of Ivanti and its suppliers. Reseller will not act to jeopardize, limit, or interfere in any manner with Ivanti’s ownership of and rights with respect to the Wavelink Products and documentation. Reseller will have only those rights in or to the Wavelink Products and documentation granted to it pursuant to this Agreement.
Sample 1
P roprietary Rights. All right, title, and interest in the intellectual property rights related to the Products and the deliverables (if any) of the Services (the “Deliverables”), including, without limitation, all patents, trademarks, trade names, inventions, copyrights, know-how, and trade secrets (“Intellectual Property Rights”) relating to the design, manufacture, operation or service of the Products and Deliverables are retained by Mosaic except as specifically set forth herein. Nothing herein shall grant to Client any right, title or interest in the Intellectual Property Rights in the Products and Deliverables.
Sample 1
P roprietary Rights. (a) Licensee acknowledges that the Indexes are selected, arranged and prepared by MSCI through the application of methods and standards of judgment used and developed through the expenditure of considerable work, time and money by MSCI. Licensee also acknowledges that the Indexes and the Marks are the exclusive property of MSCI, and the Indexes and their compilation and composition and changes therein are in the control and discretion of MSCI. (b) MSCI reserves all rights with respect to the Indexes and the Marks except those expressly licensed to Licensee hereunder. (c) Each party shall treat as confidential and shall not disclose or transmit to any third party any confidential and proprietary information of the other party, including the terms of this Agreement or (in the case of MSCI) Informational Materials submitted to MSCI pursuant to paragraph 6(a) hereof, provided that the documentation or other written materials containing such information are designated as “Confidential” or “Proprietary” by the providing party and such information is not available generally to the public or otherwise available to the receiving party from a source other than the providing party. Notwithstanding the foregoing, Licensee or its affiliates may publish daily through the National Securities Clearing Corporation for distribution to NSCC members only and through Bloomberg L.P., or some other organization mutually agreed upon by the parties hereto, by electronic or in other means, each Fund’s daily market basket (including each Fund’s constituents and weights); provided, however, that MSCI may withdraw any such distribution approval in the event that such distribution materially adversely affects other MSCI business initiatives. In addition, if requested or required (by interrogatories, requests for information or documents, subpoena, or other process) either party may reveal such information if such information to be disclosed is (i) approved in writing by the other party for disclosure or (ii) required by law (in the opinion of counsel), regulatory agency or court order to be disclosed by a party, provided prior written notice of such required disclosure is given to the other party. In addition, except with respect to disclosure made pursuant to (i) and (ii) in the immediately preceding sentence, each party shall treat as confidential the terms of this Agreement. The provisions of this paragraph shall survive any termination of this Agreement for five (5) years from disc...
Sample 1
P roprietary Rights. Licensee acknowledges that (a) the Software, including each program or system of which it is a part, and all supporting documentation and materials therefore, are the exclusive property of EFJohnson and/or any third-party software manufacturer as applicable, and (b) title to and all rights to the Software, including copyright, patent, intellectual property rights, trade secret and other rights in the Software, shall remain with EFJohnson and/or any third-party software manufacturer as applicable. Licensee shall not copy, reproduce, disclose or divulge the Software to any person, except to the extent reasonably required for purposes consistent with this license to an officer, employee, independent accountant, attorney or other similar agent of Licensee, and then only if Licensee uses the same degree of care, but no less than a reasonable degree of care, that Licensee uses to protect the confidentiality and title thereto of its own confidential or proprietary information of a like nature. Licensee shall not publish any results of benchmark tests run on the programs. Licensee acknowledges EFJohnson's right to seek equitable relief, including an injunction in the event of any breach or threatened breach by Licensee of this license. Notwithstanding the foregoing, Licensee shall have the right to disclose the Software to the extent required by a governmental agency or court with appropriate jurisdiction, provided that Licensee notifies EFJohnson in writing of the need to so disclose in advance of such disclosure. Licensee agrees that if any use of the Software comes to Licensee's attention which, in its opinion is unauthorized, Licensee shall promptly notify EFJohnson of such unauthorized use. Licensee, however, shall be under no affirmative obligation to make investigations to determine if an unauthorized use has occurred. In addition to the system key and encryption keys (and any programming materials or documents foregoing, Licensee acknowledges and agrees that, in order to protect the privacy of its radio system, it shall treat its encryption key and/or Multi-Net containing such keys) as highly confidential information and not disclose such keys to any third party unless such third party is subject to obligations of confidentiality in favor of Licensee.
Sample 1
P roprietary Rights. All rights, title, and interests, including copyrights and any other intellectual property rights, in and to the Licensed Software (including, but not limited to all source code, database schemas, images and other information incorporated into the Licensed Software), the Documentation and all software used by RigNet in connection with the provision of each Software Subscription (including, but not limited to, all source code, database schemas, images and other information incorporated into such software) are owned by RigNet or its suppliers. The Licensed Software and Documentation are protected by copyright laws and international treaty provisions. Accordingly, Customer is required to treat the Licensed Software like any other copyrighted material, except as otherwise allowed pursuant to Section 3.1. Unless specifically stated otherwise in a Purchase Order in writing, any and all modifications, enhancements and/or additions made to the Licensed Software, the Documentation or a Software Subscription, and any anonymous data derived from Customer’s use of any of the foregoing, shall be and remain the sole, exclusive property of RigNet (whether such modifications, enhancements, derivations, or additions were made by RigNet in its sole discretion or at the request of Customer, whether or not Customer engaged with or paid RigNet for such purpose). The Licensed Software is not sold, and instead is only licensed for use, strictly in accordance with this Agreement. Unless specifically stated otherwise in a Purchase Order in writing, Customer grants RigNet a worldwide, perpetual, irrevocable, fully paid up, royalty free license to use, commercialize, and incorporate into the Software Subscription any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or users relating to the operation of the Software Subscription.
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P roprietary Rights 
Sample 1
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Related to P roprietary Rights

  • Proprietary Rights The term “Proprietary Rights” shall mean all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.

  • Proprietary Rights and Licenses 7.1 Subject to the limited rights expressly granted under this Agreement, we and our licensors reserve all of right, title and interest in and to the Sage Services and Content, including all related intellectual property rights. No rights are granted to you other than as expressly set out in this Agreement. 7.2 We grant to you a worldwide, limited-term license to use Content acquired by you pursuant to Order Forms, subject to those Order Forms, this Agreement and the Collateral. 7.3 You grant us and our Affiliates a worldwide, limited- term license to host, copy, transmit and display Customer Data, and any Non-Sage Applications and program code created by or for you using a Sage Service, as necessary for us to provide the Sage Services in accordance with this Agreement. Subject to the limited licenses granted within this Agreement, we acquire no right, title or interest under this Agreement in or to Customer Data or any Non-Sage Application. 7.4 You grant to us and our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Sage Services any suggestion, enhancement request, recommendation, correction or other feedback provided by you or users relating to the operation of the Sage Services. 7.5 You grant to us a non-exclusive non-transferable right to use your name and logo in our marketing or promotional material during the term of this Agreement for the purpose of identifying you as a customer.

  • Proprietary Rights Notices Licensee shall not remove any copyright notices, trademark notices or other proprietary legends of Oracle or its suppliers contained on or in the TCK, and shall incorporate such notices in all copies of any TCK. Licensee shall comply with all reasonable requests by Oracle to include additional copyright or other proprietary rights notices of Oracle or third parties from time to time.

  • PROPRIETARY RIGHTS; ASSIGNMENT All Employee Developments shall be made for hire by the Employee for the Company or any of its subsidiaries or affiliates. “Employee Developments” means any idea, discovery, invention, design, method, technique, improvement, enhancement, development, computer program, machine, algorithm or other work or authorship that (i) relates to the business or operations of the Company or any of its subsidiaries or affiliates, or (ii) results from or is suggested by any undertaking assigned to the Employee or work performed by the Employee for or on behalf of the Company or any of its subsidiaries or affiliates, whether created alone or with others, during or after working hours. All Confidential Information and all Employee Developments shall remain the sole property of the Company or any of its subsidiaries or affiliates. The Employee shall acquire no proprietary interest in any Confidential Information or Employee Developments developed or acquired during the Term. To the extent the Employee may, by operation of law or otherwise, acquire any right, title or interest in or to any Confidential Information or Employee Development, the Employee hereby assigns to the Company all such proprietary rights. The Employee shall, both during and after the Term, upon the Company’s request, promptly execute and deliver to the Company all such assignments, certificates and instruments, and shall promptly perform such other acts, as the Company may from time to time in its discretion deem necessary or desirable to evidence, establish, maintain, perfect, enforce or defend the Company’s rights in Confidential Information and Employee Developments.

  • INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS A. Data produced under this Annex which is subject to paragraph C. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement will be protected for the period of one year. B. Under paragraph H. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement, Disclosing Party provides the following Data to Receiving Party. The lists below may not be comprehensive, are subject to change, and do not supersede any restrictive notice on the Data provided.

  • 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. (b) The assignment requirement in Section 15(a) shall not apply to an invention that Executive developed entirely on Executive’s own time without using Nucor’s equipment, supplies, facilities or Secret Information or Confidential Information except for those inventions that (i) relate to Nucor’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by Executive for Nucor. (c) Executive will, within 3 business days following Nucor’s request, execute a specific assignment of title to any Developments to Nucor Corporation or its designee, and do anything else reasonably necessary to enable Nucor Corporation or its designee to secure a patent, copyright, or other form of protection for any Developments in the United States and in any other applicable country. (d) Nothing in this Section 15 is intended to waive, or shall be construed as waiving, any assignment of any Developments to Nucor implied by law.

  • Infringement of Intellectual Property Rights Seller (or its supplier) shall indemnify and hold Purchaser harmless against an award of damages and costs against Purchaser by a final judgment of a court of last resort in the country in which the Equipment is originally installed by Seller resulting from actual or alleged patent infringement relating in any way to use or sale of the Equipment, or any component thereof furnished hereunder, provided that Purchaser (i) gives Seller immediate notice in writing of any suit or claim for infringement against Purchaser, (ii) permits Seller (or its supplier) to control the defense of any suit or claim, and (iii) gives Seller (or its supplier) all available information, assistance, and authority to enable Seller (or its supplier) to assume such defense. Seller (or its supplier) shall diligently defend and prosecute all such patent infringement litigation and shall keep Purchaser fully informed of all developments in the defense or adjustments of any such claim or action. If a final injunction or judgment in any patent infringement action is rendered restraining Purchaser’s use of the Equipment, or of any component thereof, Seller shall, at its option and expense, either (i) procure for Purchaser the right to use the Equipment, or (ii) replace or modify the infringing component so that it no longer infringes, or (iii) repurchase the Equipment upon its return to Seller, less reasonable depreciation of 2% per month from date of installation, for use, damage, or obsolescence. Seller shall have no liability whatsoever to Purchaser if any such patent infringement or claim thereof is based upon or arises from (i) the use of any Equipment in combination with an apparatus or device not manufactured or supplied by Seller and such combination cause the infringement, (ii) the use of any Equipment in a manner for which it was neither designed nor contemplated, or (iii) any modification of any Equipment by Purchaser, or by Seller at Purchaser’s request, or by any third party, which causes the Equipment to become infringing.

  • Intellectual Property Rights and Confidentiality 3.1 Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A in its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A. 3.2 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason. 3.3 The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.

  • CONFIDENTIALITY; PROPRIETARY RIGHTS 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider includes non-public information regarding features, functionality and performance of the Network. The Receiving Party agrees: (i) to take reasonable precautions to protect the Proprietary Information of the Disclosing Party; and (ii) not to use (except in performance of the Network or as otherwise permitted herein) or divulge to any third person the Proprietary Information of the Disclosing Party. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document: (a) is or becomes generally available to the public; (b) was in its possession or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; (d) was independently developed without use of any Proprietary Information of the Disclosing Party; or (e) is required to be disclosed by law. 3.2 Provider shall own and retain all right, title and interest in and to (a) the Network and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network or support, and (c) all intellectual property rights related to any of the foregoing. 3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software. 3.4 Notwithstanding anything to the contrary, Provider shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network and related systems and technologies, and Provider shall also have the right (during and after the Term hereof) to (a) use such information and data to improve and enhance the Network and for other development, diagnostic and corrective purposes in connection with the Network and other Provider offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber. 3.5 No rights or licenses are granted except as expressly set forth herein.

  • Property Rights All County facilities, equipment and data will remain under the sole ownership, custody and control of County and CONTRACTOR is not granted any property interest therein. CONTRACTOR shall only use County’s facilities and equipment for the purposes of fulfilling its obligations to County under this Agreement. County may access any and all electronic or paper data and records created, transmitted, or accessed utilizing County equipment or while on County property.

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