Patents and Information Sample Clauses

Patents and Information. 17.1 It shall be a condition of this Contract that, except to the extent that the Goods are made up in accordance with design furnished by the purchaser, none of the Goods will infringe any patent, trade xxxx, registered design, copyright or other right in the nature of industrial property or any third party and the Supplier shall indemnify the Council against all actions, suits, claims, demands, losses, charges, costs and expenses which the Council may suffer or incur as a result of or in connection with any breach of the condition. 17.2 All rights (including ownership and copyright) in any specification, instruction, plans, drawings, patterns, models, design or other materials furnished to or made available to the supplier by the Council pursuant to this Contract shall remain vested solely in the Council and the Supplier shall not (except to the extent necessary for the implementation of this Contract) without prior written consent of the Council use or disclose any such specification, instruction, plans, drawings, patterns, models, design or any information (whether or not relevant to this Contract) which the supplier may obtain pursuant to this Contract and in particular (but without prejudice to the generality of the forgoing) the Supplier shall not refer to the Council or the Contract in any advertisement without the Council’s prior written agreement.
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Patents and Information. 10.1 It shall be a condition of this Order that, except to the extent that the Goods are made up in accordance with design furnished by the School, none of the Goods will infringe any patent, trade mark, registered design, copyright or other right in the nature of industrial property or any third party and the Supplier shall indemnify the Trust against all actions, suits, claims, demands, losses, charges, costs and expenses which the Trust may suffer or incur as a result of or in connection with any breach of the condition. 10.2 All rights (including ownership and copyright) in any specification, instruction, plans, drawings, patterns, models, design or other materials furnished to or made available to the supplier by the School pursuant the Order shall remain vested solely in the Trust and the Supplier shall not (except to the extent necessary for the implementation of this Order) without prior written consent of the Trust use or disclose any such specification, instruction, plans, drawings, patterns, models, design or any information (whether or not relevant to this Order) which the supplier may obtain pursuant to this Order and in particular (but without prejudice to the generality of the forgoing) the Supplier shall not refer to the School or the Order in any advertisement without the Trust's prior written agreement.
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Patents and Information. 23.1 ADA agrees that it will not knowingly incorporate anything in the Work which involves the use of a trade secret or proprietary information of any third party without the prior written approval of Nortel, such approval not to be unreasonably withheld. 23.2 ADA shall, at its expense, timely defend any suit instituted against Nortel and indemnify Nortel against any award of damages and costs made against Nortel in any suit insofar as such is based on a claim that the use of the Work or Deliverables, or the manufacture, lease, sale or sublicensing of same infringes any patent, copyright, or other industrial or intellectual property right, in the United States, Canada, any member country of the European Economic Community, or Japan, except to the extent the claim is based on (i) ADA's compliance with or use of designs, requirement specifications, or alterations supplied, developed or requested by Nortel, and the infringement is necessitated by such compliance or (ii) infringement is caused by the use of with another product in combination with the Deliverables or Work whose use with the Deliverables or Work was not otherwise intended or reasonably foreseen by the ADA based on the information available to it or (iii) the Work or Deliverables are altered and the infringement results from that alteration. Provided Nortel gives ADA timely notice in writing of the institution of suit and permits ADA to defend same and provides, at ADA's request and expense, all available information, assistance and authority to so defend such suit and any appeals. ADA shall have sole control of the defense of any such claim or suit including appeals and of all the negotiations for settlement, including the right to effect the settlement or compromise thereof. If any element of the Work or Deliverables is in any suit held to constitute an infringement and its use is enjoined, ADA may at its option and expense: (b) replace or modify the same so that it becomes non-infringing, provided, however, the essential attributes of the element remain the same. (c) Where after exercising all reasonable efforts to obtain the rights set out in a) or b) above, neither alternative is possible, ADA shall refund all of the monies paid by Nortel pursuant to the Development Agreement which has given rise to the infringement. 23.3 The indemnity set out in Section 23.2 shall only be extended to countries other than those set forth therein upon mutual agreement of the parties with respect to any speci...
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Patents and Information. 9.1 It shall be a condition of this Contract that, except to the extent that the Equipment are made up in accordance with designs furnished by the Purchaser, none of the Equipment will infringe any patent, trade xxxx, registered design, copyright or other right in the nature of industrial property of any third party and the Supplier shall indemnify the Purchaser against all actions, suits, claims, demands, losses, charges, costs and expenses which the Purchaser may suffer or incur as a result of or in connection with any breach of this Condition. 9.2 All rights (including ownership and copyright) in any specifications, instructions, plans, drawings, patterns, models, designs or other material furnished to or made available to the Supplier by the Purchaser pursuant to this Contract shall remain vested solely in the Purchaser and the Supplier shall not (except to the extent necessary for the implementation of this Contract) without prior written consent of the Purchaser use or disclose any such specifications, plans, drawings, patterns, models or designs or any information (whether or not relevant to this Contract) which the Supplier may obtain pursuant to this Contract and in particular (but without prejudice to the generally of the foregoing) the Supplier shall not refer to the Purchaser or the Contract in any advertisement without the Purchaser's prior written agreement.
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Patents and Information. 11.2.1. All Information and materials given to the UofN or PSCJ by the OPCC or Force, remain in the ownership of the OPCC even when being used by or in the possession of the UofN and or PSCJ. Upon the completion of the funding Agreement any and all information and materials provided to the UofN or PSCJ by the OPCC office or Force, for use by the UofN or PSCJ as part of or in connection with the performance of the PSCJ, shall (if possible) be returned to the OPCC Office as requested by the OPCC Office or at the end of the funding Agreement, whichever occurs first. 11.2.2. All rights (including ownership and copyright) in any specifications, instructions, plans, drawings, patterns, models, designs, research or other Free Issue Materials given to the UofN or PSCJ by OPCC, under the funding Agreement and any materials produced as a result of the PSCJs delivering, specifications, instructions, plans, drawings, patterns, models, design, research, or other free issue materials, shall remain owned solely by the OPCC. 11.2.3. The UofN or PSCJ shall not without prior written consent of the OPCC use or disclose any specifications, plans, drawings, patterns, models or designs, research or any information or Materials or Free Issue Materials which the UofN or PSCJ may obtain or create under this funding Agreement. These provisions regarding patents and information shall apply whilst the funding Agreement is in force and after it is terminated for whatever reason. 11.2.4. Where the OPCC is the owner of the copyright or Intellectual Property Rights (“IPR”) in any element of the Pre-Existing Materials, or PSCJ created, specifications, instructions, plans, drawings, patterns, models, designs, research or other Free Issue Materials copyright or IPR shall in all instances be retained wholly and exclusively by the OPCC and this shall include the OPCC and Police force crest and or logo. The UofN or PSCJ is not permitted to sub-license, assign or resell any element of any copyright or IPR as described above, without the OPCC’S express written consent. 11.2.5. The OPCC does not grant to the UofN or PSCJ any third party licence or other rights to use or exploit in any way whatsoever any copyright, invention, patent, trademark or other of the OPCC IPR whether or not protection has been registered or applied for and whether or not it is supplied as Confidential Information. 11.2.6. All Intellectual Property Rights in and title to all minutes, reviews, papers, reports, diagrams, des...
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Patents and Information. 3.21.1 Except to the extent that the Service incorporates designs furnished by the Authority, the Contractor shall ensure that the Service does not infringe any patent, trade xxxx, registered design, copyright or other right in the nature of intellectual property of any third party. 3.21.2 All rights, including ownership and copyright, in any specifications, instructions, plans, drawings, patents, models, designs, reports, surveys, or other materials or the like either:- (a) furnished to or made available to the Contractor by the Authority and shall vest in the Authority absolutely, or, (b) prepared by or for the Contractor for use, or intended use, in relation to the performance of this Contract are hereby assigned to and shall vest in the Authority absolutely.
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Patents and Information. 1It shall be a condition of this Contract that, except to the extent that the Services incorporate designs furnished by the Museum, the Services will not infringe any patent, trade xxxx, registered design, copyright or other right in the nature of industrial property of any third party. The Contractor shall indemnify the Museum against all actions, claims, demands, costs and expenses which the Museum may suffer or incur as a result of or in connection with any breach of this Condition.
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Patents and Information. 10.1 It shall be a condition of this Contract that, except to the extent that the Services incorporate designs furnished by the Company, the Services will not infringe any patent, trade mark, registered design, copyright or other right in the nature of industrial property of any third party and the Contractor shall indemnify the Company against all actions, claims, demands, costs and expenses which the Company suffer or endure as a result of or in connection with any breach of this Condition. 10.2 All rights (including ownership and copyright) in any specifications, instructions, plans, drawings, patents, models, designs or other materials: 10.2.1 furnished to or made available to the Contractor by the Company are hereby assigned to and shall vest in the Company absolutely. 10.2.2 prepared by or for the Contractor for use, or intended use, in relation to the performance of this Contract are hereby assigned to and shall vest in the Company absolutely, and the Contractor shall not and shall procure that his servants and agents shall not (except to the extent necessary for the implementation of this Contract) without prior written consent of the Company use or disclose any such specifications, instructions, plans, drawings, patents, models, designs or other material as aforesaid or any other information (whether or not relevant to this Contractor which the Contractor may obtain pursuant to or by reason of this Contract, except information which is in the public domain otherwise than by reason of a breach of this provision, and in particular (but without prejudice to the generality of the foregoing) the Contractor shall not refer to the Company or the Contract in any advertisement without the Company's prior written consent. 10.3 The provisions of this Condition 10 shall apply during the continuance of this Contract and after its termination howsoever arising.
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Patents and Information. 10.1 It shall be a condition of this Contract that, except to the extent that the Services incorporate designs furnished by the Authority, the Contractor will not infringe any patent, trade xxxx, registered design, copyright or other right in the nature of intellectual property of any third party and the Contractor shall indemnify the Authority and the Crown against all actions, suits, claims, demands, losses charges, costs and expenses which the Authority or the Crown may suffer or incur as a result of or in connection with any breach of this Condition. 10.2 All rights (including ownership and copyright) in any specifications, instructions, plans, drawings, patterns, models, design or other materials: (a) furnished to or made available to the Contractor by the Authority are hereby assigned to and shall vest in the Crown absolutely; (b) prepared by or for the Contractor for use, in relation to the performance of this Contract are assigned to and shall vest in the Crown absolutely. Without prejudice to Condition 13, the Contractor and his sub-contractors shall not disclose any specifications, plans, instructions, drawings, patents, models or other information obtained pursuant to or by reason of this Contract, without the written permission of the Authority. 10.3 The Contractor and his sub-contractors shall not refer to the Authority in any advertisement without the Authority's written consent. 10.4 The provisions of this Condition 10 shall apply during the continuance of this Contract and after its termination howsoever arising, without limitation of time. 10.5 Subject to any prior rights and to the rights of third parties, copyright and every other property right in all reports, documents and things produced or information obtained by you or which is prepared or obtained under your direction or control under this Agreement shall be vested as copyright in the Crown.
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Related to Patents and Information

  • Access and Information (a) Upon reasonable notice, each party shall (and shall cause its Subsidiaries to) afford the other party and its representatives (including, without limitation, directors, officers and employees of such party and its affiliates and counsel, accountants and other professionals retained by it) such reasonable access during normal business hours throughout the period prior to the Effective Time to the books, records (including, without limitation, tax returns and work papers of independent auditors), contracts, properties, personnel and to such other information relating to it and its subsidiaries as the other party may reasonably request; provided, however, that no investigation pursuant to this Section 5.3 shall affect or be deemed to modify any representation or warranty made by in this Agreement. (b) From the date hereof until the Effective Time, First Valley Bancorp shall, and shall cause First Valley Bancorp’s Subsidiaries to, promptly provide New England Bancshares with (i) a copy of each report filed with federal or state banking regulators, (ii) a copy of each periodic report to its senior management and all materials relating to its business or operations furnished to its Board of Directors, (iii) a copy of each press release made available to the public and (iv) all other information concerning its business, properties and personnel as New England Bancshares may reasonably request. Notwithstanding the foregoing, neither First Valley Bancorp nor its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate the rights of such entity’s customers, jeopardize the attorney-client privilege of the entity in possession or control of such information, or contravene any law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the previous sentence apply. (c) New England Bancshares will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, New England Bancshares will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to New England Bancshares or an affiliate of New England Bancshares, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to New England Bancshares or an affiliate of New England Bancshares from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of First Valley Bancorp or (iv) is or becomes readily ascertainable from published information or trade sources. First Valley Bancorp will not, and will cause its representatives not to, use any information obtained pursuant to this Section 5.3 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of applicable law, First Valley Bancorp will keep confidential, and will cause its representatives to keep confidential, all information and documents obtained pursuant to this Section 5.3 unless such information (i) was already known to First Valley Bancorp or an affiliate of First Valley Bancorp, other than pursuant to a confidentiality agreement or other confidential relationship, (ii) becomes available to First Valley Bancorp or an affiliate of First Valley Bancorp from other sources not known by such party to be bound by a confidentiality agreement or other obligation of secrecy, (iii) is disclosed with the prior written approval of New England Bancshares or (iv) is or becomes readily ascertainable from published information or trade sources. (d) First Valley Bancorp shall give notice, and shall cause Valley Bank to give notice, to two (2) designees of New England Bancshares, and shall invite such Persons to attend all regular and special meetings of the Board of Directors of First Valley Bancorp and Valley Bank and all regular and special meetings of any senior management committee (including but not limited to the executive committee and the loan and discount committee of Valley Bank) of First Valley Bancorp or Valley Bank. Such designees shall have no right to vote and shall not attend sessions of board and committees during which there is being discussed: (i) matters involving this Agreement; (ii) information or material that First Valley Bancorp or Valley Bank is required or obligated to maintain as confidential under applicable laws or regulations or policies or procedures of First Valley Bancorp or Valley Bank; or (iii) pending or threatened litigation or investigations if, in the opinion of counsel to First Valley Bancorp, the presence of such designees would or might adversely affect the confidential nature of or any privilege relating to the matters being discussed. (e) New England Bancshares shall give notice, and shall cause Enfield Federal to give notice, to two (2) designees of First Valley Bancorp, and shall invite such Persons to attend all regular and special meetings of the Board of Directors of New England Bancshares and Enfield Federal and all regular and special meetings of any senior management committee (including but not limited to the executive committee and the loan and discount committee of Enfield Federal) of New England Bancshares or Enfield Federal. Such designees shall have no right to vote and shall not attend sessions of board and committees during which there is being discussed: (i) matters involving this Agreement; (ii) information or material that New England Bancshares or Enfield Federal is required or obligated to maintain as confidential under applicable laws or regulations or policies or procedures of New England Bancshares of Enfield Federal; or (iii) pending or threatened litigation or investigations if, in the opinion of counsel to New England Bancshares, the presence of such designees would or might adversely affect the confidential nature of or any privilege relating to the matters being discussed.

  • Background Information The Adviser has entered into an Investment Adviser's Agreement with the Fund ("Investment Adviser's Agreement"). Pursuant to the Investment Adviser's Agreement, the Adviser has agreed to render investment advisory and certain other management services to all of the funds of the Fund, and the Fund has agreed to employ the Adviser to render such services and to pay to the Adviser certain fees therefore. The Investment Adviser's Agreement recognizes that the Adviser may enter into agreements with other investment advisers who will serve as fund managers to the funds.

  • Reports and Information Contractor shall at such times and in such forms as the City may require furnish the City such periodic reports as it may request pertaining to the work or services undertaken pursuant to this Agreement, the costs and obligations incurred or to be incurred in connection therewith, and any other matters are covered by this Agreement as specified in Exhibit A and Exhibit E.

  • Documents and Information After the Closing Date, the Purchaser and the Company shall, and shall cause their respective Subsidiaries to, until the seventh (7th) anniversary of the Closing Date, retain all books, records and other documents pertaining to the business of the Target Companies in existence on the Closing Date and make the same available for inspection and copying by the Purchaser Representative during normal business hours of the Company and its Subsidiaries, as applicable, upon reasonable request and upon reasonable notice. No such books, records or documents shall be destroyed after the seventh (7th) anniversary of the Closing Date by the Purchaser or its Subsidiaries (including any Target Company) without first advising the Purchaser Representative in writing and giving the Purchaser Representative a reasonable opportunity to obtain possession thereof.

  • Third-Party Agreements and Information Executive represents and warrants that Executive’s employment by the Company does not conflict with any prior employment or consulting agreement or other agreement with any third party, and that Executive will perform Executive’s duties to the Company without violating any such agreement. Executive represents and warrants that Executive does not possess confidential information arising out of prior employment, consulting, or other third party relationships, that would be used in connection with Executive’s employment by the Company, except as expressly authorized by that third party. During Executive’s employment by the Company, Executive will use in the performance of Executive’s duties only information that is generally known and used by persons with training and experience comparable to Executive’s own, common knowledge in the industry, otherwise legally in the public domain, or obtained or developed by the Company or by Executive in the course of Executive’s work for the Company.

  • Records and Information 14.1 A Sector Association and an Operator must retain records of all information required to be supplied to the Administrator under these Rules. 14.2 In particular, an Operator must retain: 14.2.1 sufficient records to allow the Administrator to verify whether a target unit has met its target, including sufficient records to allow the accurate verification of throughput and annual consumption of energy of a target unit; and 14.2.2 records of energy saving actions and measures implemented during each target period. 14.3 A Sector Association and an Operator must make all records which it is required to retain under these Rules available for inspection by the Administrator or a person appointed by the Administrator and must provide copies of such records in response to a request by the date specified in the request. 14.4 All records required to be retained under these Rules must be retained throughout the duration of an agreement and for a period of four years following the termination of an agreement.

  • Documentation and Information Such Stockholder shall not make any public announcement regarding this Agreement or the transactions contemplated hereby without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), except as may be required by applicable Law (provided that reasonable notice of any such disclosure will be provided to Parent, and such Stockholder will consider in good faith the reasonable comments of Parent with respect to such disclosure and otherwise cooperate with Parent in obtaining confidential treatment with respect to such disclosure). Such Stockholder consents to and hereby authorizes Parent to publish and disclose in all documents and schedules filed with the SEC or any other Governmental Entity or applicable securities exchange, and any press release or other disclosure document that Parent reasonably determines to be necessary or advisable in connection with the Offer, the Merger or any other transactions contemplated by the Business Combination Agreement or this Agreement, such Stockholder’s identity, the aggregate number of Subject Shares owned by Stockholders subject to this Agreement, the existence of this Agreement and the nature of such Stockholder’s commitments and obligations under this Agreement, and such Stockholder acknowledges that Parent may, in Parent’s sole discretion, file this Agreement or a form hereof with the SEC or any other Governmental Entity or securities exchange. Such Stockholder agrees to promptly give Parent any information necessary for the preparation of any such disclosure documents, and such Stockholder agrees to promptly notify Parent of any changes with respect to information supplied by such Stockholder specifically for use in any such disclosure document, if and to the extent that any such information shall have become false or misleading in any material respect.

  • Data and Information 14.1 The Contractor shall have the right to use, and shall have access to, all geological, geophysical, drilling, well production, well location maps and other information held by the Republic related to the Contract Area in consideration of the payment of the required fees. 14.2 The Contractor shall promptly provide the Minister, free of cost, with all data obtained as a result of Hydrocarbons Operations under this Contract, including seismic data, geological, geophysical, geochemical, petro-physical, engineering, well logs, maps, magnetic tapes, cores, cuttings and production data, as well as all interpretative and derivative data, including reports, analyses, interpretations and evaluations prepared in respect of Hydrocarbons Operations. 14.3 The Republic shall have title to all original data and information resulting from Hydrocarbons Operations under this Contract, including but not limited to geological, geophysical, petro-physical and engineering data, well logs and completion status reports, and any other data that the Contractor or anyone acting on its behalf may compile or obtain during the term of this Contract. The Contractor is entitled to retain and use a copy of all such data, subject to the provisions of this Article 14. 14.4 The Contractor acknowledges the proprietary rights of the Republic in all data and information referred to in this Article 14 and agrees to treat all such data and information as confidential and to comply with applicable laws and regulations with respect to the storage and any transport or export out of the Republic of any such data and information. 14.5 The Contractor may disclose such information to its employees to the extent required for efficient conduct of Hydrocarbons Operations, provided such individuals have signed or otherwise be subject to an undertaking relating to the confidentiality of the same information as part of their employment contract, or to Affiliates and consultants, or to bona fide prospective assignees of rights under this Contract or to banks or financial institutions from which finance is sought, provided that the Contractor obtains from such entities, prior to disclosure, a written confidentiality undertaking. In the case of disclosure to prospective assignees, any disclosure of such information shall require the prior written consent of the Minister, which consent shall not be unreasonably withheld. 14.6 The Contractor may disclose information as and to the extent required by a regulatory or judicial authority having proper jurisdiction over the Contractor, provided that the Minister is first notified of such disclosure and of the information so disclosed. 14.7 The Contractor’s obligation of confidentiality under this Article shall be of a continuing nature and shall not be cancelled by the expiration, suspension or termination of this Contract, or by any transfer or assignment of interest under this Contract.

  • Other Reports and Information Borrower shall advise Lender promptly, in reasonable detail, of: (a) any Lien, other than Permitted Encumbrances, attaching to or asserted against any of the Collateral or any occurrence causing a material loss or decline in value of any Collateral and the estimated (or actual, if available) amount of such loss or decline; (b) any material change in the composition of the Collateral; and (c) the occurrence of any Default or other event which has had or could reasonably be expected to have a Material Adverse Effect. Borrower shall, upon request of Lender, furnish to Lender such other reports and information in connection with the affairs, business, financial condition, operations, prospects or management of Borrower or any other Credit Party or the Collateral as Lender may request, all in reasonable detail.

  • Fund Information Each Fund will provide documentary evidence of its tax domicile, organizational specifics and other documentation and information as may be required by the Custodian from time to time for tax purposes, including, without limitation, information relating to any special ruling or treatment to which the Fund may be entitled that is not applicable to the general nationality and category of person to which the Fund belongs under general laws and treaty obligations and documentation and information required in relation to countries where the Fund engages or proposes to engage in investment activity or where Portfolio assets are or will be held. The provision of such documentation and information shall be deemed to be a Proper Instruction, upon which the Custodian shall be entitled to rely and act. In giving such documentation and information, the Fund represents and warrants that it is true and correct in all material respects and that it will promptly provide the Custodian with all necessary corrections or updates upon becoming aware of any changes or inaccuracies in the documentation or information supplied.

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