PATENT PROTECTION 10.1 LICENSEE shall be responsible for all present and future costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTS that are incurred by YALE after the EFFECTIVE DATE. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third party.
10.2 LICENSEE shall be responsible for all ongoing costs of filing, prosecution and maintenance of all foreign patent applications and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE in good faith together with LICENSEE, in each case that are incurred by YALE after the EFFECTIVE DATE. All such applications or patents shall remain the property of YALE. Notwithstanding the foregoing, YALE agrees to negotiate in good faith with LICENSEE to reduce LICENSEE’s payment on LICENSED PATENTS in the event that the LICENSED PATENTS outside of FIELD is licensed by YALE to a third party.
10.3 If, upon receipt of written notice of the request of YALE, LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent within the LICENSED PATENTS in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining such a patent application or patent in the United States, in each case as required under Articles 10.2 and 10.3, then LICENSEE’s rights under this Agreement shall terminate automatically with respect to such patent application or patent in that country.
10.4 The costs mentioned in Articles 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within [***] of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the [***] period, LICENSEE shall be responsible for any surcharge on the invoiced amount as may be charged by patent counsel. Failure of LICENSEE to comply with Articles 10.1 and 10.2 shall be grounds for termination by YALE under Article 13.1(b).
10.5 All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. YALE shall instruct patent counsel to keep both YALE and LICENSEE fully informed of the progress of all patent applications and patents, and to give both YALE and LICENSEE reasonable opportunity to comment on the filing and prosecution of patent applications in the LICENSED PATENTS, including the type and scope of useful claims and the nature of supporting disclosures, and including the opportunity to review and comment on all draft responses to applicable patent offices prior to submission thereof. YALE will ensure that LICENSEE’s comments are taken into account in good faith. YALE will not abandon any patent application or patent for which LICENSEE is bearing expenses without LICENSEE’s consent. YALE shall have no liability to LICENSEE for damages, whether direct, indirect or incidental, consequential or otherwise, allegedly arising from its good faith decisions, actions and omissions in connection with such prosecution.
10.6 LICENSEE shall xxxx, and shall require AFFILIATES and SUBLICENSEES to xxxx, all LICENSED PRODUCTS, that are tangible products, with the numbers of all patents included in LICENSED PATENTS that cover the LICENSED PRODUCTS. Without limiting the foregoing, all LICENSED PRODUCTS shall be marked in such a manner as to conform with the patent marking notices required by the law of any country where such LICENSED PRODUCTS are made, sold, used or shipped, including, but not limited to, the applicable patent laws of that country.
Whistleblower Protections and Trade Secrets Notwithstanding anything to the contrary contained herein, nothing in this Agreement prohibits Executive from reporting possible violations of federal law or regulation to any United States governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Xxxxxxxx-Xxxxx Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation (including the right to receive an award for information provided to any such government agencies). Furthermore, in accordance with 18 U.S.C. § 1833, notwithstanding anything to the contrary in this Agreement: (i) Executive shall not be in breach of this Agreement, and shall not be held criminally or civilly liable under any federal or state trade secret law (x) for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (y) for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney, and may use the trade secret information in the court proceeding, if Executive files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.
Requirements for Protection In compliance with NPCC requirements and Good Utility Practice, Developer shall provide, install, own, and maintain relays, circuit breakers and all other devices necessary to remove any fault contribution of the Large Generating Facility to any short circuit occurring on the New York State Transmission System not otherwise isolated by Connecting Transmission Owner’s equipment, such that the removal of the fault contribution shall be coordinated with the protective requirements of the New York State Transmission System. Such protective equipment shall include, without limitation, a disconnecting device or switch with load- interrupting capability located between the Large Generating Facility and the New York State Transmission System at a site selected upon mutual agreement (not to be unreasonably withheld, conditioned or delayed) of the Developer and Connecting Transmission Owner. Developer shall be responsible for protection of the Large Generating Facility and Developer’s other equipment from such conditions as negative sequence currents, over- or under-frequency, sudden load rejection, over- or under-voltage, and generator loss-of-field. Developer shall be solely responsible to disconnect the Large Generating Facility and Developer’s other equipment if conditions on the New York State Transmission System could adversely affect the Large Generating Facility.
System Protection To prevent compromise of systems which contain DSHS Data or through which that Data passes:
a. Systems containing DSHS Data must have all security patches or hotfixes applied within 3 months of being made available.
b. The Contractor will have a method of ensuring that the requisite patches and hotfixes have been applied within the required timeframes.
c. Systems containing DSHS Data shall have an Anti-Malware application, if available, installed.
d. Anti-Malware software shall be kept up to date. The product, its anti-virus engine, and any malware database the system uses, will be no more than one update behind current.
Copyrights and Trademarks The Client represents to Developer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Developer for inclusion in web pages are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Developer and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.
ACKNOWLEDGEMENT AND PROTECTION OF INTELLECTUAL PROPERTY RIGHTS 1. Licensee acknowledges that all Intellectual Property Rights in the Licensed Material are the property of the Publisher or duly licensed to the Publisher and that this Licence Agreement does not assign or transfer to the Licensee any right, title or interest therein except for the right to access and use the Licensed Material in accordance with the terms and conditions of this Licence Agreement.
2. For the avoidance of doubt, the Publisher hereby acknowledges that any database rights created by the Licensee or the Institutions as a result of Local Hosting, text mining or data mining of the Licensed Material shall be the property of the Licensee, or the Institution.
Other Patents and Copyrights 15 5.7 Remedies ................................................... 16
Copyrights, Patents and Trademarks (i) Borrower hereby represents and warrants that, as of the date of this Agreement, Borrower does not have any maskworks, computer software, or other copyrights, that are registered (or are the subject of any application for registration) with the United States Copyright Office. Borrower hereby covenants and agrees that Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrower has provided Lender not less than 30 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or application.
(ii) Borrower will identify to Lender in writing any and all patents and trademarks of Borrower that are registered (or the subject of any application for registration) with the United States Patent and Trademark Office and, upon Lender’s request therefor, promptly execute and deliver to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Patent and Trademark Office with respect to such registration or application.
(iii) Borrower will: (x) protect, defend and maintain the validity and enforceability of Borrower’s copyrights, patents, and trademarks; (y) promptly advise Lender in writing of material infringements of Borrower’s copyrights, patents, or trademarks of which Borrower is or becomes aware; and (z) not allow any material item of Borrower’s copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to the public without Lender’s written consent.
COPYRIGHT NOTICES The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software.
TEACHER PROTECTION A. The teachers shall have the right to review those things in his/her personnel file to which he/she is entitled by Law. At the option of the teacher, a representative of the Association may be present for such review. Each file shall contain a record indicating reviewer and date of review, excluding school personnel official access for record maintenance.
B. The teacher may submit a written notation regarding any material and the same will be attached to the file copy of the material in question. If the teacher is asked to sign material placed in his/her file, such signature will be understood to indicate his/her awareness of the material but in no instance shall said signature be interpreted to mean agreement with the content of the material.
X. Any serious complaint made against a teacher by any parent, student, and other person will be promptly called to the attention of the teacher.
D. If a teacher is to be disciplined or reprimanded by the Board or its designee, he/she shall be entitled to have a representative of the Association present. That representative shall be the teacher's choice between the building representative or another Association officer.
E. Each teacher has the responsibility for maintaining proper student control and discipline throughout the school day as well as at school-sponsored activities where he/she is serving as a sponsor or chaperone. The teacher, however, has the primary responsibility for maintaining control and discipline in his/her classroom. The Board will give reasonable support and assistance to teachers with respect to maintenance of control and discipline. Whenever is appears that a particular pupil requires special attention, reasonable steps shall be taken to provide such attention. The teachers recognize that all disciplinary actions and methods invoked by them shall be in accordance with established Board policy.
F. Any case of assault upon a teacher which is related to a school-centered problem shall be promptly reported to the Board or its designated representative. If the assault was by a pupil or pupils, the Administration shall promptly investigate the matter and determine suitable discipline for the assaulting pupil. This decision shall be communicated to the teacher concerned. If the assault is by an adult, who is not a pupil, the Board its designee representative shall promptly report the incident to the proper law enforcement authorities.
G. A teacher may suspend a pupil from one (1) period, when the grossness of the offense, the persistence of the misbehavior, or the disruptive effect of the violation makes the continued presence of the student in that classroom intolerable. In such cases, the teacher will promptly (by the end of the school day) furnish the administrator or counselor full particulars of the incident. The teacher and the administration will cooperatively endeavor to achieve correction of student behavior through whatever avenues are reasonably available.
H. School administrators and teachers will endeavor to achieve correction of the students' misbehavior through counseling and interviews with the child and his/her parents when warranted.
