Patents and Other Rights. I agree to assist the Company in obtaining, maintaining and enforcing patents, invention assignments and copyright assignments, and other proprietary rights in connection with any Invention covered by Section 5.1, and will otherwise assist the Company as reasonably required by the Company to perfect in the Company the rights, title and other interests in my work product granted to the Company under this Agreement (both in the United States and foreign countries). I further agree that my obligations under this Section 5.4 shall continue beyond the termination of my employment with the Company, but if I am requested by the Company to render such assistance after the termination of such employment, I shall be entitled to a fair and reasonable rate of compensation for such assistance, and to reimbursement of any expenses incurred at the request of the Company relating to such assistance. If the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified above, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section 5.4 with the same legal force and effect as if executed by me.
Patents and Other Rights. Subject to Section 3.2, I will assist the Company in obtaining, maintaining and enforcing patents, invention assignments and copyright assignments, and other proprietary rights in connection with any Invention covered by Section 3.1, and otherwise will assist the Company as reasonably required by the Company to perfect in the Company the rights, title and other interests in my work product granted to the Company under this Agreement. Reasonable costs related to such assistance, if required, will be paid by the Company. I further agree that my obligations under this Section 3.4 shall continue beyond the termination of my employment with the Company, but if I am called upon to render such assistance after the termination of such employment, I shall be entitled to a fair and reasonable rate of compensation for such assistance. I shall, in addition, be entitled to reimbursement of any expenses incurred at the request of the Company relating to such assistance after the term of my employment. I hereby agree to waive any moral rights I may have in any copyrightable work I create on behalf of the Company. If the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified above, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section 3.4 with the same legal force and effect as if executed by me.
Patents and Other Rights. Each Borrower and each Significant Subsidiary possesses all permits, franchises, licenses, patents, trademarks, trade names, service marks, copyrights and all rights with respect thereto, free from maintenance and operation of its business, except where the failure to obtain any of the foregoing would not reasonably be expected to have a Material Adverse Effect.
Patents and Other Rights. Each of Lessee and its Significant Subsidiaries possesses all permits, franchises, licenses, patents, trademarks, trade names, service marks, copyrights and all rights with respect thereto, free from maintenance and operation of its business, except where the failure to obtain any of the foregoing would not reasonably be expected to have a Material Adverse Effect.
Patents and Other Rights. Each of the Borrower and its Subsidiaries possesses all permits, franchises, licenses, patents, trademarks, trade names, service marks, copyrights and all rights with respect thereto, free from burdensome restrictions, that are reasonably necessary for the ownership, maintenance and operation of its business and neither the Borrower nor any such Subsidiary is in violation of any rights of others with respect to the foregoing, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.
Patents and Other Rights. Each of the Borrower and its Material Subsidiaries possesses all permits, franchises, licenses, patents, trademarks, trade names, service marks, copyrights and all rights with respect thereto, (or could obtain such rights on terms not materially adverse to Borrower and its Material Subsidiaries taken as a whole), that are necessary for the ownership, maintenance and operation of its business and to the best of the Borrower's knowledge neither the Borrower nor any such Material Subsidiary is in violation of any rights of others with respect to the foregoing.
Patents and Other Rights. 18.1 The Seller shall fully indemnify the University against all actions, claims, demands, proceedings, damages, costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement of any Intellectual Property Rights by the use or possession of the Goods and/or any product which is a tangible output of the Services subject to the following:-
18.1.1 the University shall promptly notify the Seller in writing of any alleged infringement of which they have notice;
18.1.2 the University must make no admissions without the Seller’s consent; and
18.1.3 the University, at the Seller’s request and expense shall allow the Seller to conduct and/or settle all negotiations and litigation, and give the Seller all reasonable assistance. The costs incurred or recovered in such negotiations or litigation shall be for the Seller’s account.
18.2 If at any time any allegation of infringement of any Intellectual Property Rights is made in respect of the Goods and/or Services or in the Seller’s reasonable opinion is likely to be made, the Seller may, at its own expense, modify or replace the Goods and/or Services or any part(s) thereof, without detracting from or degrading the overall performance of the Goods and/or any product which is a tangible output of the Services, the Seller making good to the University any loss of use during modification or replacement, so as to avoid the infringement. The provisions of Clause 13 shall then take effect as if the University had requested an alteration to the Contract save that the Seller shall not be entitled to any increase to the Price.
18.3 Where development forms part of the Contract the University will own any Intellectual Property Rights arising from such development and in the case of rights which can be prospectively assigned, the Seller hereby assigns those rights to the University. In the case of other rights the Seller agrees to assign them to the University as and when they arise and agrees to do all acts and execute all documents reasonably required by the University at the University’s expense to perfect its title to those rights or to enable their registration anywhere in the world.
18.4 The Seller shall treat all information provided by the University as confidential and use such information only for purposes of performing the Contract or meeting its obligations under the Contract. Where drawings or other data are issued by the University or are prepared for the University by the Se...
Patents and Other Rights. Executive agrees to assist the Company in obtaining, maintaining and enforcing patents, invention assignments and copyright assignments, and other proprietary rights in connection with any Invention covered by Section 8.1, and will otherwise assist the Company as reasonably required by the Company to perfect in the Company the rights, title and other interests in Executive’s work product granted to the Company under this Agreement (both in the United States and foreign countries). Executive further agrees that subject to Executive’s reasonable availability, Executive’s obligations under this Section 8.4 shall continue beyond the termination of Executive’s employment with the Company, but if Executive is requested by the Company to render such assistance after the termination of such employment, Executive shall be entitled to a fair and reasonable rate of compensation for such assistance, and to reimbursement of any expenses incurred at the request of the Company relating to such assistance. If the Company is unable for any reason, after reasonable effort, to secure Executive’s signature on any document needed in connection with the actions specified above, Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact, which appointment is coupled with an interest, to act for and in Executive’s behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section 8.4 with the same legal force and effect as if executed by Executive.
Patents and Other Rights. Subject to Clause 5.4, Service Provider will assist the Company in every proper way in securing, obtaining, maintaining and enforcing patents, patent assignments, trademark assignments and copyright assignments, and other proprietary rights in connection with any Intellectual Property covered by Clause 5.1, and otherwise will assist the Company as reasonably required to perfect or evidence in, or obtain for, the Company’s rights, title and other interests in Service Provider’s work product granted to the Company under this Agreement and to maintain, enforce, and defend such work product, reasonable costs related to such assistance, if required, will be paid by the Company. Service Provider further agrees that Service Provider’s obligations under this Clause 5.7 shall continue beyond the conclusion of Service Provider’s engagement with the Company, but if Service Provider is called upon to render such assistance after the conclusion of the engagement, Service Provider shall be entitled to a fair and reasonable rate of consideration for such assistance. Service Provider shall, in addition, be entitled to reimbursement of any expenses incurred at the request of the Service Provider relating to such assistance. If the Company is unable to, for any reason, after reasonable effort, to secure Service Provider’s signature on any document needed in connection with the actions specified above, Service Provider hereby irrevocably designates and appoints the Company and its duly authorized partners and/or agents as Service Provider’s agent and attorney-in-fact, which appointment is coupled with an interest and with full power of substitution, to act for and in Service Provider’s behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Clause 5.7 with the same legal force and effect as if executed by Service Provider.
Patents and Other Rights. Each of the Company and its Subsidiaries possesses all material permits, franchises, licenses, patents, trademarks, trade names, service marks, copyrights and all rights with respect thereto, free from burdensome restrictions, that are necessary for the ownership, maintenance and operation of its business and neither the Company nor any such Subsidiary is in material violation of any rights of others with respect to the foregoing.
