PROPRIETARY RIGHTS OF THE COMPANY Sample Clauses

PROPRIETARY RIGHTS OF THE COMPANY. The Employee may participate in the development of the Company's products, marketing materials, and/or business plans due to the Employee's involvement in the creative process with the Company's technical, development, marketing and/or management staff, and, to the extent of the Employee's participation and contribution, all resulting products and product enhancements, marketing and/or business plan materials shall be deemed to be made for hire, free from any claim or right of the Employee. The Employee shall promptly inform the Company of any product or literature, or any component of either or both of them, in the development or creation of which he/she participated and shall cooperate with the Company, even after the termination of his/her employment by the Company, in securing the product or literature as the Company's sole property; the Employee's cooperation shall be without further compensation, although the Company shall reimburse the Employee for any reasonable, documented out-of-pocket expenses incurred by the Employee in so cooperating.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
PROPRIETARY RIGHTS OF THE COMPANY. The computer systems and services of the Company are unique to the Company and the computer systems and software designed, written and/or implemented by the Company and its Officers are the exclusive property of the Company. The Officer agrees that the Company retains exclusive ownership of all the documentation, software programs, trademarks, logos, product names, and other materials related thereto. The Officer further recognizes that the Company has invested considerable time and expense to develop the Company's products, and the Company would be damaged by any unauthorized copying, reproduction, or distribution of the Company's products. The Officer agrees to take all necessary cautions to safeguard the Company's products and related materials and will not loan or provide any products to any person without first obtaining written consent from an officer of the Company.
Sample 1Sample 2
PROPRIETARY RIGHTS OF THE COMPANY. Employee acknowledges and agrees --------------------------------- that all Inventions (or any modifications thereof) shall be the property of the Company free of any reserved or other rights of any kind on Employee's part. Employee shall, at the Company's expense, promptly execute formal applications for patents and also do all other acts and things (including, among others, executing and delivering instruments of further assignments, registrations, assurance or confirmation) deemed by the Company necessary or desirable at any time or times in order to effect the full assignment to the Company of Employee's rights, title and interest to such inventions and/or modifications, without payment therefore and without further compensation beyond that provided for in this Agreement. The absence of a request by the Company for information, or for the making of an oath or for the execution of any document, shall in no way be construed to constitute a waiver of the rights of the Company. For purposes of the Agreement, "inventions" shall mean those discoveries, developments and works of authorship, whether or not patentable, relating to the Company's present, past or prospective activities, services and products, which activities, services, and products became known to Employee at any time during Employee's employment, including any patents, models, trade secrets, trademarks, service marks, copyrightable subject matter and any copyrights therein, proprietary information, any design of a useful article (whether the design is ornamental or otherwise), computer programs and related documentation, and other writings, code, algorithms and information and related documentation and materials which the Employee has made, written or conceived during Employee's employment by the Company, either solely or jointly with others, and either on or off the Company's premises (i) while providing services to the Company, or (ii) with the use of time, materials or facilities of the Company, (iii) relating to any Company product, service or activity of which Employee has knowledge, or (iv) suggested by or resulting from any work performed by or for the Company. Such term shall not be limited to the meaning of "invention" under the United States patent laws.
Sample 1Sample 2
PROPRIETARY RIGHTS OF THE COMPANY. Notwithstanding anything else in this Agreement, it is expressly acknowledged and understood by Executive that all work product of Executive performed on behalf of the Company and related to the Company’s business, which includes but is not limited to works, inventions and improvements, including without limitation photographic, video, audio, visual, musical, artistic and literary works and discoveries, designs and secret processes (collectively hereinafter referred to as “Developments”), whether or not patentable or copyrightable, which are developed by him in the course of his employment with Company shall be the sole and complete property of the Company, that any and all copyrights and other proprietary interest therein shall belong to the Company. The Executive hereby waives any and all rights to the Developments, including without limitation any rights to royalties or other remuneration in respect of the exploitation of such Developments or any moral rights he may have to the Developments under any copyright law or otherwise. The Executive hereby assigns to the Company without any further consideration than is provided for in this Agreement, all such rights, title and interest to each such Development effective at the time it is created and agrees to execute such further documents and do such acts and other things reasonably requested by the Company to evidence and effect such assignment and to enable the Company to obtain patents or copyrights or the like covering any such Development. The Executive further agrees to notify the Company promptly of the creation of any such Development and to keep accurate written records in respect thereof, which records shall also become, the property of the Company.
Sample 1Sample 2
PROPRIETARY RIGHTS OF THE COMPANY. The Services may be branded with such name, logos, marks, and/or other identifying content as provided and approved by the Company ("Company Content"). Company Content shall include any materials provided by the Company for incorporation into the Services, including but not limited to any marks, domain names, logos, proprietary or copyrightable material, software, images, photographs, illustrations, graphics, audio clips, video clips or text and other materials of the Company that the Company may provide to IKANO to facilitate IKANO's provision of the Services and all intellectual property rights therein. As between Company and IKANO, Company Content shall remain the sole and exclusive property of Company, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights. The Company assumes sole responsibility for (i) acquiring any authorization(s) necessary for hypertext links to third party web sites and (ii) the accuracy of materials provided to IKANO, including, without limitation, Company Content, descriptive claims, warranties, guarantees, nature of business and address where business is conducted, and (iii) ensuring that Company Content does not infringe or violate any right of any third party. The Company provide Company Content that does not contain any content or materials which are obscene, threatening, malicious, which infringe on or violate any applicable law or regulation or any proprietary, contract, moral, privacy or other third party right, or which otherwise expose IKANO to civil or criminal liability. Any such materials provided by Company to IKANO which do not satisfy the foregoing requirements shall be deemed to be a material breach of this Agreement. The Company will indemnify and hold IKANO harmless for any allegations of misuse of such material resulting from the Company's failure to obtain such necessary permissions and licenses or any other violation of third party rights caused by use of the Company Content. No title to or ownership of any of the Company Content will be transferred to IKANO.
Sample 1
PROPRIETARY RIGHTS OF THE COMPANY. The Company owns or legally possesses all right, title and interest in and to all of the Proprietary Rights and: (a) there have been no claims made against the Company for the assertion of the invalidity, abuse, misuse or enforceability of any such Proprietary Rights and there are no grounds for the same; (b) the Company has not received a notice of conflict with the asserted rights of others; and (c) the conduct of the Practice has not infringed any such rights of others.
Sample 1
PROPRIETARY RIGHTS OF THE COMPANY. 4.11.1 The Company possesses all proprietary rights, including without limitation patents, trade secrets, technology, know-how, copyrights, trademarks, trade names, and rights to any of the foregoing, which are necessary for it to carry on its business as now being conducted (collectively, the "Proprietary Rights") without conflict with valid proprietary rights of others. Schedule 4.11 contains a complete list of those Proprietary Rights which consist of patents, copyrights, trade marks, trade names and any rights to use any of them and any pending applications to register any of them. Those patents and 510K submissions identified on Schedule 4.11 are not required by the Company to carry on its business as it is now being conducted and are not believed by the Sellers to have any material commercial value. (i) The Company owns all right, title and interest in and to or licenses from others under valid fully paid up license agreements all of the Proprietary Rights, (ii) there have been no claims made against the Company for the assertion of the invalidity, abuse, misuse, or unenforceability of any of such rights, and to the knowledge of the Sellers or the Company there are no grounds for the same, (iii) none of the Sellers or the Company has received a notice of conflict of any of the Proprietary Rights with the asserted rights of others within the last five years, and (iv) the conduct of the Company's business has not infringed on such rights of others.
Sample 1
AutoNDA by SimpleDocs
PROPRIETARY RIGHTS OF THE COMPANY. The Members acknowledge and agree that all business developed or served by the Company, its Members, agents or employees during the term hereof is owned by the Company and constitutes the Company's business; that all business records concerning the Company's business constitute Confidential Information and proprietary information and trade secrets of the Company, or in which the Company has a protectable and established business interest; and that during the term of this Agreement the Company will provide the Members with access to Confidential Information, business records and contact with customers of the Company which, unless restricted, could be unfairly utilized by the Member in competition with the Company.
Sample 1
PROPRIETARY RIGHTS OF THE COMPANY. You understand, acknowledge and agree that the Company is the sole owner of all rights, title and interest, including any and all intellectual property rights in the Content, Platform, Services, logos, trade names, brand names, designs and any necessary software used in connection with the Platform. There may be proprietary logos, service marks and trademarks found on the Platform whether owned/used by the Company or otherwise. By displaying them on the Platform, the Company is not granting you any license to utilize the proprietary logos, service marks, or trademarks. Any unauthorized use of the same may violate applicable intellectual property laws. You understand and acknowledge that the Platform is owned by the Company. Nothing under these Terms shall be deemed to be a transfer in ownership, rights, title, from the Company to you or any third party, in the Platform. You are entitled to avail the Services offered by the Company during the validity of your registration with the Company.
Sample 1

Related to PROPRIETARY RIGHTS OF THE COMPANY

  • Proprietary Rights The term “Proprietary Rights” shall mean all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.

  • Proprietary Rights and Licenses 7.1 Subject to the limited rights expressly granted under this Agreement, we and our licensors reserve all of right, title and interest in and to the Sage Services and Content, including all related intellectual property rights. No rights are granted to you other than as expressly set out in this Agreement. 7.2 We grant to you a worldwide, limited-term license to use Content acquired by you pursuant to Order Forms, subject to those Order Forms, this Agreement and the Collateral. 7.3 You grant us and our Affiliates a worldwide, limited- term license to host, copy, transmit and display Customer Data, and any Non-Sage Applications and program code created by or for you using a Sage Service, as necessary for us to provide the Sage Services in accordance with this Agreement. Subject to the limited licenses granted within this Agreement, we acquire no right, title or interest under this Agreement in or to Customer Data or any Non-Sage Application. 7.4 You grant to us and our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Sage Services any suggestion, enhancement request, recommendation, correction or other feedback provided by you or users relating to the operation of the Sage Services. 7.5 You grant to us a non-exclusive non-transferable right to use your name and logo in our marketing or promotional material during the term of this Agreement for the purpose of identifying you as a customer.

  • Proprietary Rights Notices Licensee shall not remove any copyright notices, trademark notices or other proprietary legends of Oracle or its suppliers contained on or in the TCK, and shall incorporate such notices in all copies of any TCK. Licensee shall comply with all reasonable requests by Oracle to include additional copyright or other proprietary rights notices of Oracle or third parties from time to time.

  • Intellectual Property Rights and Ownership 5.1. You acknowledge that all Intellectual Property Rights (including any new Intellectual Property Rights) arising out of or in connection with the Access Products and associated Documentation, belong at all times to Us or Our licensors. 5.2. Nothing in this Agreement shall transfer any Intellectual Property Rights in or arising from Access Products or Documentation to You but that these shall remain vested in Us or Our licensors. No rights to use any such Intellectual Property are granted, except as expressly stated in these Terms and Conditions or the relevant Statement of Work. If, notwithstanding this, any Intellectual Property Rights in or arising from the Access Product and/or Documentation are acquired by You (including any new Intellectual Property Rights), You hereby assign (and to the extent that any such Intellectual Property Rights are not capable of such assignment, agree to hold on trust) and agree to do all such things and sign all such documents as We may reasonably require in respect of the assignment of all such Intellectual Property Rights to Us or Our licensors as may be appropriate. 5.3. Subject to clauses 5.6 and 5.7, We will indemnify You against all direct costs, claims, demands, expenses (including reasonable legal costs) and liabilities of whatever nature incurred by or awarded against You arising out of or in connection with any claim that Your use of the Access Product(s) any Documentation, information, data, computer facilities or material that We supply, infringes a third party’s Intellectual Property (Infringement Claim). 5.4. We warrant that We are not aware that the Access Product(s) any Documentation, information, data, computer facilities or material that We supply, or Your use of the same in accordance with the terms of this Agreement, will infringe any third party’s Intellectual Property Rights but We have not carried out any investigation into the same. We shall indemnify You against all direct costs, claims, demands, expenses (including reasonable legal costs) and liabilities of whatever nature incurred by or awarded against You arising out of or in connection with any breach of the warranty contained in this clause. 5.5. If an Infringement Claim is alleged or threatened against either You or Us, or if We believe that the Access Product or the Documentation or any part thereof may infringe any third party’s copyright or registered patent (effective at the date of this Agreement), We may, at Our sole option, (i) procure such licence, authorisation or consent as is necessary to enable Your continued use of the Access Product and/or the Documentation; (ii) modify or replace the same as necessary to avoid infringement without any material adverse effect to the functionality of the Access Product; or (iii) terminate this Agreement and/or the affected Statement of Work and refund an amount equal to the unused portion of any Annual Licence Fees pre-paid in respect of such Software (as the case may be) to You. 5.6. You shall permit Us to have access upon reasonable Notice during the Licence Term to inspect during Business Hours the premises and the Customer System at or on which the Software is being kept or used, and any records kept pursuant to the Licence, for the purposes of ensuring that You are complying with the terms of this Agreement. In carrying out such an inspection We will comply with any reasonable restrictions You require, and We will only request such an inspection where We believe We have reasonable cause to do so. In the event that You have unauthorised copies of the Software, without prejudice to any other rights or remedies that We may have, You shall pay an additional fee to Us in respect of any such unauthorised copies calculated by reference to the standard list price prevailing at the date of invoice in respect of such Software. 5.7. Without prejudice to clause 5.8, We shall only be liable under the terms of this Agreement for an Infringement Claim or alleged Infringement Claim if (i) You promptly notify Us of any infringement or alleged infringement of which You are aware, or ought reasonably to have been made aware of; (ii) You make no admission as to liability or agree any settlement of such claim without Our prior written consent; (iii) You allow Us (or a relevant third party supplier), at Our expense, to conduct and/or settle all negotiations and litigation arising from any claim or action relating to the alleged infringement; and (iv) You, at Our expense, give Us (or a relevant third party supplier) such reasonable assistance as may berequested in such settlement or negotiation. 5.8. We shall have no liability for any Infringement Claim or alleged Infringement Claim to the extent such claim arises from (i) possession, use, development, modification, or operation of the Access Product or part thereof by You other than in accordance with the terms of this Agreement, the relevant Statement of Work or the Documentation; (ii) failure by You to take any reasonable corrective action directed by Us (including using an alternative, non-infringing version of the Access Products); or (iii) is based upon any item provided by You and incorporated into the Access Product(s) or used in combination with the Access Product(s) at Your request.

  • Intellectual Property Rights and Indemnification Any intellectual property which originates from or is developed by a Party shall remain in the exclusive ownership of that Party. No license in patent, copyright, trademark or trade secret, or other proprietary or intellectual property right now or hereafter owned, controlled or licensable to a Party, is granted to the other Party or shall be implied or arise by estoppel. It is the responsibility of each Party to ensure at its own cost that it has obtained any necessary licenses in relation to intellectual property of third Parties used by it to receive any service or to perform its respective obligations under this Agreement.

  • Infringement of Intellectual Property Rights Seller (or its supplier) shall indemnify and hold Purchaser harmless against an award of damages and costs against Purchaser by a final judgment of a court of last resort in the country in which the Equipment is originally installed by Seller resulting from actual or alleged patent infringement relating in any way to use or sale of the Equipment, or any component thereof furnished hereunder, provided that Purchaser (i) gives Seller immediate notice in writing of any suit or claim for infringement against Purchaser, (ii) permits Seller (or its supplier) to control the defense of any suit or claim, and (iii) gives Seller (or its supplier) all available information, assistance, and authority to enable Seller (or its supplier) to assume such defense. Seller (or its supplier) shall diligently defend and prosecute all such patent infringement litigation and shall keep Purchaser fully informed of all developments in the defense or adjustments of any such claim or action. If a final injunction or judgment in any patent infringement action is rendered restraining Purchaser’s use of the Equipment, or of any component thereof, Seller shall, at its option and expense, either (i) procure for Purchaser the right to use the Equipment, or (ii) replace or modify the infringing component so that it no longer infringes, or (iii) repurchase the Equipment upon its return to Seller, less reasonable depreciation of 2% per month from date of installation, for use, damage, or obsolescence. Seller shall have no liability whatsoever to Purchaser if any such patent infringement or claim thereof is based upon or arises from (i) the use of any Equipment in combination with an apparatus or device not manufactured or supplied by Seller and such combination cause the infringement, (ii) the use of any Equipment in a manner for which it was neither designed nor contemplated, or (iii) any modification of any Equipment by Purchaser, or by Seller at Purchaser’s request, or by any third party, which causes the Equipment to become infringing.

  • INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY 42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights. 42.2 The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party. 42.3 With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that: 42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect; 42.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies; 42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the: 42.4.1 availability, provision or use of the Services (or any parts thereof); and 42.4.2 performance of the Supplier's responsibilities and obligations hereunder. 42.5 The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder. 42.6 If a claim or demand is made or action brought to which Clauses 42.3 and/or 42.4 may apply, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to Approval) at its own expense and within a reasonable time either: 42.6.1 modify any or all of the affected Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Off Contract; or 42.6.2 procure a licence to use the Services on terms that are reasonably acceptable to the Authority and in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and 42.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term and for no other purpose.

  • PROPRIETARY RIGHTS; ASSIGNMENT All Employee Developments shall be made for hire by the Employee for the Company or any of its subsidiaries or affiliates. “Employee Developments” means any idea, discovery, invention, design, method, technique, improvement, enhancement, development, computer program, machine, algorithm or other work or authorship that (i) relates to the business or operations of the Company or any of its subsidiaries or affiliates, or (ii) results from or is suggested by any undertaking assigned to the Employee or work performed by the Employee for or on behalf of the Company or any of its subsidiaries or affiliates, whether created alone or with others, during or after working hours. All Confidential Information and all Employee Developments shall remain the sole property of the Company or any of its subsidiaries or affiliates. The Employee shall acquire no proprietary interest in any Confidential Information or Employee Developments developed or acquired during the Term. To the extent the Employee may, by operation of law or otherwise, acquire any right, title or interest in or to any Confidential Information or Employee Development, the Employee hereby assigns to the Company all such proprietary rights. The Employee shall, both during and after the Term, upon the Company’s request, promptly execute and deliver to the Company all such assignments, certificates and instruments, and shall promptly perform such other acts, as the Company may from time to time in its discretion deem necessary or desirable to evidence, establish, maintain, perfect, enforce or defend the Company’s rights in Confidential Information and Employee Developments.

  • Intellectual Property Rights and Confidentiality 3.1 Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A in its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A. 3.2 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason. 3.3 The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.

  • 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. (b) The assignment requirement in Section 15(a) shall not apply to an invention that Executive developed entirely on Executive’s own time without using Nucor’s equipment, supplies, facilities or Secret Information or Confidential Information except for those inventions that (i) relate to Nucor’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by Executive for Nucor. (c) Executive will, within 3 business days following Nucor’s request, execute a specific assignment of title to any Developments to Nucor Corporation or its designee, and do anything else reasonably necessary to enable Nucor Corporation or its designee to secure a patent, copyright, or other form of protection for any Developments in the United States and in any other applicable country. (d) Nothing in this Section 15 is intended to waive, or shall be construed as waiving, any assignment of any Developments to Nucor implied by law.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!