PROPERTY AND INTELLECTUAL PROPERTY RIGHTS Sample Clauses

PROPERTY AND INTELLECTUAL PROPERTY RIGHTS. 7.1. The Company’s systems remain the exclusive property of the Company.
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PROPERTY AND INTELLECTUAL PROPERTY RIGHTS. 12.1 The property and funds of CMSC must be used only for promoting the objects of the CMSC and do not belong to the Members of the CMSC and no part thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise to the members of the CMSC.
PROPERTY AND INTELLECTUAL PROPERTY RIGHTS. All Objectif Lune’s libraries, source code, byte code executables and any other files (collectively the “files”) remain Objectif Lune's exclusive property. Regardless of any modifications that you make, you may not distribute any files (particularly but not limited to Objectif Lune source code and other non-executable files) except those that Objectif Lune has expressly designated. Nothing in this License Agreement permits you to derive the source code of files provided to you in executable form only, or to reproduce, modify, use or distribute the source code of such files. This License Agreement does not grant you any intellectual property rights in the Software.
PROPERTY AND INTELLECTUAL PROPERTY RIGHTS. 21.1 During construction, the hull and/or parts of it, the engine and/or parts of it, the machinery, the equipments and/or outfitting materials and, in general, whatever else is intended for the construction of the Vessel (excluding Owner's Supplies and any other items supplied by the Owner), shall be the Builder's property, and the Builder undertakes, in any case, not to dispose of the Vessel and not to allow any mortgage or lien to be registered on the Vessel, without the Owner's prior written consent. On the delivery of the Vessel, the Owner will acquire the whole property of the Vessel with full title guarantee and free from all claims, encumbrances and liens whatsoever.
PROPERTY AND INTELLECTUAL PROPERTY RIGHTS. All documents and data carriers on which Confidential Information has been recorded or stored, or which the Receiving Party receives from the Disclosing Party on the basis of this Agreement, remain property of the Disclosing Party. All existing intellectual property rights regarding the Confidential Information remain fully with the Disclosing Party. By communicating or providing access to the Confidential Information, the Receiving Party shall not obtain any rights of use to any intellectual property rights.
PROPERTY AND INTELLECTUAL PROPERTY RIGHTS. You acknowledge that the Software in source code, its structure and organization form remain confidential valuable trade secrets of OL or its suppliers and that all OL libraries, source code, byte code executables and any other files (collectively the “files”) remain OL's exclusive property or that of licensed third parties suppliers which are usually more fully identified in the “About” section of the Software Help menu. Therefore you agree not to modify the Software or attempt to reverse engineer, decompile or disassemble or otherwise attempt to discover the source code of the Software. You also agree that you may not distribute any files (particularly but not limited to OL source code and other non-executable files) except those that OL has expressly designated. Nothing in this License Agreement permits you to derive the source code of files provided to you in executable form only, or to reproduce, modify, adapt, translate, use or distribute the source code of such files. This License Agreement does not grant you any intellectual property rights in the Software nor in any third parties’ components licensed to OL and bundled in the Software. INFRINGEMENT. - OL will, at its own expense, defend or settle any claim or suit against you alleging that the Software, when used in accordance with this License Agreement, infringes a patent, copyright, trademark, trade secret or other proprietary right of a third party. OL will also pay all damages and costs that may be assessed against you by final judgment as a result of such an infringement under the following conditions: i) OL shall be notified promptly in writing of any claim or suit; ii) OL shall have sole control of the defense or settlement of any claim or suit; iii) you shall cooperate with OL in a reasonable way to facilitate the settlement or defense of any claim or suit; and iv) the claim or suit does not arise from modifications by you, or from combinations of products provided by OL with products provided by a third party, except as a combination occurring by use of the Software for which they were designed. For more clarity, this indemnity undertaking by OL applies only to the Software content and excludes any infringement of third party’s intellectual property rights resulting from your use or operation of the Software, or from development you made with the Software, including any workflow process developed by you with the Software functionalities. If the Software becomes, or in OL’s opinion is like...
PROPERTY AND INTELLECTUAL PROPERTY RIGHTS. You acknowledge that the Software in source code, its structure and organization form remain confidential valuable trade secrets of OL or its suppliers and that all OL libraries, source code, byte code executables and any other files (collectively the “files”) remain OL's exclusive property or that of licensed third parties suppliers which are usually more fully identified in the “About” section of the Software Help menu. Therefore you agree not to modify the Software or attempt to reverse engineer, decompile or disassemble or otherwise attempt to discover the source code of the Software. You also agree that you may not distribute any files (particularly but not limited to OL source code and other non-executable files) except those that OL has expressly designated. Nothing in this License Agreement permits you to derive the source code of files provided to you in executable form only, or to reproduce, modify, adapt, translate, use or distribute the source code of such files. This License Agreement does not grant you any intellectual property rights in the Software nor in any third parties’ components licensed to OL and bundled in the Software.
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Related to PROPERTY AND INTELLECTUAL PROPERTY RIGHTS

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Intellectual Property Rights The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

  • Third Party Intellectual Property Rights You acknowledge that, in respect of any Third Party Intellectual Property Rights in the Services, Your use of any such Intellectual Property Rights is conditional on Us obtaining a written licence from the relevant licensor on such terms as will entitle Us to license such rights to You. We shall provide the Third Party Applications or Third Party Services under the standard licence terms provided by the relevant third parties (the Third Party End User Licence(s), copies of which shall be provided to You), and You agree to be bound to the relevant third parties by such licence terms. You shall comply with the Third-Party End User Licences and shall indemnify and hold Us harmless against any loss of damage which We may suffer or incur as a result of Your breach of such terms howsoever arising.

  • Intellectual Property Licenses Notwithstanding anything to the contrary contained in the TSA, and except as otherwise provided in Section 5.13 of the SPA, it shall be the responsibility of the Receiving Party (at the Receiving Party’s sole cost and expense) to obtain all licenses associated with the use of third party intellectual property, including but not limited to copyrights (e.g., software), trademarks and patents (and/or consents and extensions relating to such licenses), if any, necessary for the provision of Services to the Receiving Party during the Term. The Service Provider agrees to use commercially reasonable efforts to assist the Receiving Party in its negotiations with any licensors from whom the Receiving Party may require such a license (or consent or extension) during the Term. In the event the Receiving Party is unable to obtain a necessary license, consent or extension, the Services related to such license shall be removed from the scope of the TSA, without a reduction in fees or payments owed by the Receiving Party under the TSA. In all events, and in addition to (and not in limitation of) any similar rights that the Service Provider may have under the TSA, the Receiving Party shall indemnify, defend and hold the Service Provider harmless from and against any actions, liabilities and/or claims relating to the licenses and the license matters discussed in this provision. The Receiving Party’s obligation to pay any fees under this Section 1.5 shall apply whether or not such claims for fees arise from the Receiving Party’s continued or past access to or benefit from third party intellectual property. The Receiving Party also acknowledges the Service Provider’s right to initiate discussion with third party licensors that may involve the Receiving Party’s use of intellectual property. All negotiated agreements with third party licensors for the future use of or rights to intellectual property and associated services shall be at the cost of the Service Provider, provided that the Receiving Party shall bear the cost of incremental third party use fees which are specifically identified in the agreements with the third party licensors and which relate solely to the Receiving Party’s use (“Incremental License Fees”). Such Incremental License Fees shall be approved in advance in writing by the Receiving Party, which approval shall not be unreasonably withheld or delayed.

  • Intellectual Property Agreements Borrower shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Borrower's rights and interests in any property included within the definition of the Intellectual Property Collateral acquired under such contracts.

  • Intellectual Properties (a) All ownership, copyright, patent, trade secrecy and other rights in all works, designs, inventions, ideas, manuals, improvements, discoveries, processes, customer lists or other properties (the "Intellectual Properties") made or conceived by Executive during the term of his/her employment by the Company shall be the rights and property solely of the Company, whether developed independently by Executive or jointly with others, and whether or not developed or conceived during regular working hours or at the Company's facilities, and whether or not the Company uses, registers, or markets the same.

  • Property Rights The Employee agrees that all literary work, copyrightable material or other proprietary information or materials developed by the Employee during the term of this Agreement and relating to, or capable of being used or adopted for use in, the business of the Company shall inure to and be the property of the Company and must be promptly disclosed to the Company. Both during employment by the Company and thereafter, the Employee shall, at the expense of the Company, execute such documents and do such things as the Company reasonably may request to enable the Company or their nominee (i) to apply for copyright or equivalent protection in the United States, Canada and elsewhere for any literary work hereinabove referred in this Paragraph, or (ii) to be vested with any such copyright protection in the United States, Canada and elsewhere.

  • Licenses; Intellectual Property Maintain, and cause each Subsidiary of the Borrower to maintain, in full force and effect, all licenses, franchises, Intellectual Property, permits, authorizations and other rights as are necessary for the conduct of its business, the loss of which could reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property; Software (a) Schedule 4.12 contains a list and description (showing in each case any product, device, process, service, business or publication covered thereby, the registered or other owner, expiration date and number, if any) of all Copyrights, Patent Rights and Trademarks owned by, licensed to or used by the Company.

  • 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.

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