Patents, Copyrights, and Intellectual Property. A) The Executive shall promptly disclose to the Company all Inventions. Inventions shall mean, for purposes of this paragraph, inventions, discoveries, developments, methods and processes (whether or not patentable or copyrightable or constituting trade secrets) conceived, made or discovered by the Executive (whether alone or with others) while employed by the Company that relate, directly or indirectly, to the past, present, or future business activities, research, product design or development, personnel, and business opportunities of the Company, or result from tasks assigned to the Executive by the Company or done by the Executive for or on behalf of the Company or any affiliate, subsidiary, division or parent of the Company (collectively with the Company, the “Company Group”). The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) his full right, title and interest in and to all Inventions. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including, among others, the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Inventions to the Company and to permit the Company to file, obtain and enforce any patents, copyrights or other proprietary rights in the Inventions. The Executive agrees to make and maintain adequate and current records of all Inventions, in the form of notes, sketches, drawings, or reports relating thereto, which records shall be and remain the property of and available to the Company at all times.
B) All designs, ideas, inventions, improvements, and other creations made or owned by the Executive before becoming an employee of the Company and which the Executive desires to exempt from this Agreement are listed on Attachment A hereof and authorized for exclusion by the signature of an Officer of the Company. (If the Executive does not have any such designs, ideas, inventions, improvements, or other creations write “none” on this line: .)
C) The Executive agrees to notify the Company in writing before the Executive makes any disclosure or performs or causes to be performed any work for or on behalf of the Company, which appears to threaten or conflict with (a) rights the Executive claims in any invention or idea conceived by the Executive or others (i) prior to the Executive’s employment, or (ii) otherwise outside the...
Patents, Copyrights, and Intellectual Property. 7.1 If the Contractor furnishes any design, device, material, process, or other item, which is covered by a patent, trademark or service xxxx, or copyright or which is proprietary to, or a trade secret of, another, the Contractor shall obtain the necessary permission or license to permit the State to use such item or items.
7.2 The Contractor will defend or settle, at its own expense, any claim or suit against the State alleging that any such item furnished by the Contractor infringes any patent, trademark, service xxxx, copyright, or trade secret. If a third party claims that a product infringes that party’s patent, trademark, service xxxx, trade secret, or copyright, the Contractor will defend the State against that claim at Contractor’s expense and will pay all damages, costs, and attorneys’ fees that a court finally awards, provided the State: (a) promptly notifies the Contractor in writing of the claim; and (b) allows Contractor to control and cooperates with Contractor in, the defense and any related settlement negotiations. The obligations of this paragraph are in addition to those stated in Section 7.3 below.
7.3 If any products furnished by the Contractor become, or in the Contractor’s opinion are likely to become, the subject of a claim of infringement, the Contractor will, at its option and expense: (a) procure for the State the right to continue using the applicable item; (b) replace the product with a non-infringing product substantially complying with the item’s specifications; or (c) modify the item so that it becomes non-infringing and performs in a substantially similar manner to the original item.
Patents, Copyrights, and Intellectual Property. Seller agrees to defend, indemnify, and hold harmless Buyer, its customers and its agents against any liability, including without limitation costs, expenses and attorney's fees, for or by reason of any actual or alleged infringement of any patent, trademark, copyright, industrial design right or other proprietary right, or misuse or misappropriation of trade secret, arising out of the manufacture, use, sale, delivery or disposal of Goods furnished under this Contract, except to the extent attributable to Seller's compliance with specific written instructions issued by Xxxxx’s Authorized Procurement Representative. The provisions of this ¶ 23 shall apply to each notice or claim of infringement or misuse relating to the performance of this Contract of which Seller has knowledge, regardless of whether or not Buyer has given Seller notice of such claim. Intellectual Property means any information or knowledge of an industrial, scientific, technical, commercial, literary, dramatic, artistic or otherwise creative nature relating to the Goods, whether oral or recorded in any form or medium and whether or not subject to copyright; this includes but is not limited to any inventions, designs, methods, processes, techniques, know-how, show-how, models, prototypes, patterns, samples, schematics, experimental or test data, reports, drawings, plans, specifications, photographs, manuals and any other documents, software, and firmware (“Intellectual Property”). Intellectual Property developed or otherwise acquired by Buyer or Seller prior to or outside the scope of this contract (“Background Intellectual Property”), shall be owned by the Party that developed or otherwise acquired the Background Intellectual Property and associated rights. Seller agrees that Xxxxx is the sole owner of any Intellectual Property developed under the scope of this Contract (“Foreground Intellectual Property”), and that Seller shall have no rights except as specifically authorized by Buyer in writing. Seller grants to Buyer a non-exclusive, irrevocable, worldwide, fully paid-up and royalty-free license to use Seller’s Intellectual Property, but only to the extent it is required for Buyer to use Goods or Foreground Intellectual Property belonging to Buyer under this Contract. Refer to Contract Flowdowns attached to these Purchase Order Terms & Conditions for licensing of Seller’s Intellectual Property required by Buyer’s customers. Seller agrees that parts manufactured based on Xxxxx’s drawings...
Patents, Copyrights, and Intellectual Property. 7.1. All copyrights, patents, trademarks, trade secrets, and any other intellectual property rights existing prior to the Effective Date of this Contract shall belong to the party that owned such rights immediately prior to the Effective Date (“Pre-Existing Intellectual Property”). If any design, device, material, process, or other item provided by Contractor is covered by a patent or copyright or which is proprietary to or a trade secret of another, the Contractor shall obtain the necessary permission or license to permit the State to use such item or items pursuant to its rights granted under the Contract.
Patents, Copyrights, and Intellectual Property. Section 24.01. Faculty members shall have sole rights of ownership and disposition of copyrightable material, patents and intellectual property generated by their own individual initiative, provided there is not substantial use of College personnel, facilities or resources. However, supplementary course material prepared by a faculty member, even if copyrighted, which has no reasonable market potential outside the College will be made available without charge. Intellectual property is defined as any trademarkable, copyrightable, or patentable matter or any intellectually created tangible or digital (electronic) thing or matter including, but not limited to: books, texts, articles, monographs, glossaries, bibliographies, study guides, laboratory
Patents, Copyrights, and Intellectual Property. If the Contractor furnishes any design, device, material, process, or other item, which is covered by a patent or copyright or which is proprietary to or a trade secret of another, the Contractor shall obtain the necessary permission or license to permit the State to use such item or items.
Patents, Copyrights, and Intellectual Property. A) The Executive shall promptly disclose to the Company all Inventions. Inventions shall mean, for purposes of this paragraph, inventions, discoveries, developments, methods and processes (whether or not patenable or copyrightable or constituting trade secrets) conceived, made or discovered by the Executive (whether alone or with others) while employed by the Company that relate, directly or indirectly, to the past, present, or future business activities, research, product design or development, personnel, and business opportunities of the Company, or result from tasks assigned to the Executive by the Company or done by the Executive for or on behalf of the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) his full right, title and interest in and to all Inventions. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including, among others, the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Inventions to the Company and to permit the Company to file, obtain and enforce any patents, copyrights or other proprietary rights in the Inventions. The Executive agrees to make and maintain adequate and current records of all Inventions, in the form of notes, sketches, drawings, or reports relating thereto, which records shall be and remain the property of and available to the Company at all times.
Patents, Copyrights, and Intellectual Property. All Work Product shall belong exclusively to Operator and shall be considered a work made for hire for Operator within the meaning of Title 17 of the United States Code. To the extent the Work Product may not be considered work made for hire for Operator, Contractor shall assign, hereby assigns at the time of creation of the Work Product, and shall cause all applicable members of Contractor Group to assign, without any requirement of further consideration, any right, title, or interest any member of Contractor Group may have in such Work Product. Upon request of Operator, Contractor Group shall take such further actions, including execution and delivery of declarations, instruments of conveyance, and the like for any applications or registrations Operator may, at its expense, apply for and as may be appropriate to give full and proper effect to such assignments. Contractor covenants, represents, and warrants that Contractor has the right, patent, license, or authority to use and apply any patented, patentable, otherwise protected, or unpatented, device, process, formula, information, knowledge, trade secret, apparatus, or method furnished with the Services.
(a) All intellectual property of Operator existing prior to the date of this Agreement remains the sole property of Operator and Contractor acquires no rights of any kind in such intellectual property. All iterative improvements to (i) Operator’s prior intellectual property or (ii) Operator’s intellectual property developed during the course of this Agreement remains the sole property of Operator, regardless of which Party conceived or disclosed the improvement. Contractor shall obtain permission to use any and all intellectual property that may be required for Contractor Group to perform or provide the Services. This permission will include all necessary licenses and other governmental approvals for which Contractor is responsible.
(b) CONTRACTOR SHALL RELEASE, PROTECT, DEFEND, INDEMNIFY, AND HOLD HARMLESS OPERATOR GROUP FROM AND AGAINST ANY AND ALL FINES, PENALTIES, LOSSES, LIABILITIES, DAMAGES, CLAIMS, AND COSTS (INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS) ARISING OUT OF OR INCURRED AS A RESULT, DIRECTLY AND INDIRECTLY, OF ANY ALLEGED OR ACTUAL INFRINGEMENT OR VIOLATION OF ANY RIGHT OR ALLEGED RIGHT RELATING TO INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, PATENT, COPYRIGHT, OR TRADE SECRET.
Patents, Copyrights, and Intellectual Property. 5.1 If the Contractor furnishes any design, device, material, process, or other item, which is covered by a patent, trademark or service xxxx, or copyright or which is proprietary to, or a trade secret of, another, the Contractor shall obtain the necessary permission or license to permit the State to use such item or items.
5.2 Except as provided in Section 5.4 of this Contract, the Contractor agrees that all documents and materials, including but not limited to, reports, drawings, studies, specifications, estimates, tests, maps, photographs, designs, software, graphics, mechanical, artwork, computations and data prepared by or for the Contractor for purposes of this Contract (Work Product) shall become and remain the sole and exclusive property of the State and shall be available to the MHBE at any time. The MHBE shall have the right to use the same without restriction and without compensation to the Contractor other than that specifically provided by this Contract.
5.3 Except as provided in Section 5.4 of this Contract, the Contractor agrees that at all times during the term of this Contract and thereafter, the Work Product shall be "works made for hire" as that term is interpreted under U.S. copyright law and shall be owned by the State. Ownership includes the right to copyright, patent, register and the ability to transfer these rights and all information used to formulate such Work Product. In the event any Work Product is or may not be considered a work made for hire under applicable law, Contractor assigns and transfers to the State the entire right, title and interest in and to all rights in the Work Product and any registrations and copyright applications relating thereto and any renewals and extensions thereof. Contractor shall execute all documents and perform such other proper acts as the State may deem necessary to secure for it the rights pursuant to this section.
5.4 Notwithstanding anything to the contrary in this Contract, to the extent (i) the Work Product incorporates any commercial-off-the shelf software (COTS) and/or any Pre-Existing Intellectual Property or (ii) any COTS and/or Pre-Existing Intellectual Property (other than a computer’s operating system, supported internet browser, browser accessibility software or hardware if needed by the user, and software required to access a commonly-available data transmission tool or export format) is required to access, install, build, compile or otherwise use the Work Product (such COTS and P...
Patents, Copyrights, and Intellectual Property. (A) If the Contractor furnishes any design, device, material, process, or other item, which is covered by a patent, trademark or service xxxx, or copyright or which is proprietary to, or a trade secret of, another, the Contractor shall provide the necessary permission or license to permit PARCC, the MSDE and the Consortium and any of its members and authorized contractors to use such item or items.
(B) The Contractor will defend or settle, at its own expense, any claim or suit against PARCC, the MSDE and the Consortium alleging that any such item furnished by the Contractor infringes any patent, trademark, service xxxx, copyright, or trade secret. If a third party claims that a product infringes that party’s patent, trademark, service xxxx, trade secret, or copyright, the Contractor will defend PARCC, the MSDE and the Consortium against that claim at Contractor’s expense and will pay all damages, costs, and attorneys’ fees that a court finally awards, provided PARCC, the MSDE or the Consortium, as applicable: (a) promptly notifies the Contractor in writing of the claim; and (b) allows Contractor to control and cooperates with Contractor in, the defense and any related settlement negotiations. The obligations of this paragraph are in addition to those stated in Section
