Protection of Intangible Property Sample Clauses

Protection of Intangible Property. It has been, during the last 24 months, Seller's practice to require all employees of Seller who have worked on or contributed in any material respect to the development of the TFS Intellectual Property or Licensed Intellectual Property to execute a proprietary rights and information agreement substantially in the form previously delivered by Seller to Buyer (the "Proprietary Rights and Information Agreement"). Seller's rights under any such Proprietary Rights and Information Agreements, for all purposes with respect to the TFS Intellectual Property, are included in the Contracts. Seller's and Seller's Subsidiaries' rights under such Proprietary Rights and Information Agreements are freely assignable to Buyer.
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Protection of Intangible Property. Schedule 3.16A sets forth a true and complete list of all employees and consultants who have worked on or contributed to the development of the Seller's Intellectual Property and other proprietary rights. Except as disclosed on Schedule 3.16A, each of such persons has executed a proprietary rights and information agreement in the form delivered to the Purchaser (the "Proprietary Rights and Information Agreement"). The Seller's rights under such Proprietary Rights and Information Agreements are freely assignable to the Purchaser. Complete and correct copies of all such Proprietary Rights and Information Agreements have been made available to the Purchaser. Schedule 3.16B sets forth, to the Seller's knowledge, a list of all persons or entities to whom the Seller has disclosed any of its source codes relating to the Intermittent Testing Business.
Protection of Intangible Property. Each employee and --------------------------------- consultant of the Company who has worked on or contributed to the development of the Company's technology, trade secrets and other proprietary rights, executed a proprietary rights and information agreement in the form attached to the Disclosure Statement. The Company's trade secrets have not been used, distributed or otherwise commercially exploited under circumstances which have caused, or with the passage of time could cause, the loss of copyright or trade secret status.
Protection of Intangible Property. All employees and consultants --------------------------------- who have worked on or contributed to the material development of each of Interra's trademarks, trade names, copyrights, trade secrets and other proprietary rights relating to the Software have executed a confidentiality and proprietary rights assignment agreement. Section 11.3 of the Disclosure Schedule sets forth a list of all persons or entities to whom Interra has disclosed any of its confidential proprietary rights relating to the Software, including without limitation Source Code. None of such proprietary rights have been used, distributed or otherwise commercially exploited under circumstances which have caused, or with the passage of time could cause, the loss of trademark, copyright, trade secret or other proprietary rights status.
Protection of Intangible Property. Schedule 3.13 sets forth a true and complete list of all employees and consultants who have worked on or contributed to the development of Seller’s technology, patents, trademarks, trade names, copyrights, trade secrets and other proprietary rights, including without limitation, the Business’ software, firmware or hardware. None of such proprietary rights have been used, distributed or otherwise commercially exploited under circumstances which have caused, or with the passage of time could cause, the loss of patent, trademark, copyright or trade secret status.
Protection of Intangible Property is hereby incorporated herein by reference thereto.
Protection of Intangible Property. The Schedule of Exceptions sets forth a true and complete list of all employees and consultants who have worked on or contributed (during the two years prior to this Agreement) to the development of Seller's technology, patents, trademarks, trade names, copyrights, trade secrets and other proprietary rights, including without limitation, Seller's software, firmware or hardware. Each of such persons has executed a proprietary rights and information agreement substantially in the form attached hereto as Exhibit 3.19A (the "Proprietary Rights and Information Agreement"). Such Proprietary Rights and Information Agreements are included in the Contracts. Seller's rights under such Proprietary Rights and Information Agreements are freely assignable to Buyer. Seller has delivered to Buyer complete and correct copies of such Proprietary Rights and Information Agreements. The Schedule of Exceptions sets forth, to the best of Seller's knowledge, a list of all persons or entities to whom Seller has disclosed any of its confidential proprietary rights, including without limitation source codes. None of such proprietary rights have been used, distributed or otherwise commercially exploited under circumstances which have caused, or with the passage of time could cause, the loss of patent, trademark, copyright or trade secret status.
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Related to Protection of Intangible Property

  • Protection of Intellectual Property Subject to and except as permitted by the Credit Agreement, such Grantor shall use commercially reasonable efforts not to do any act or omit to do any act whereby any of the Intellectual Property that is material to the business of Grantor may lapse, expire, or become abandoned, or unenforceable, except as would not reasonably be expected to have a Material Adverse Effect.

  • Protection of Improvements So far as practicable, Purchaser shall protect Specified Roads and other improvements (such as roads, trails, telephone lines, ditches, and fences): (a) Existing in the operating area, (b) Determined to have a continuing need or use, and

  • Possession of Intellectual Property The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) necessary to carry on the business now operated by them, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any of its subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect.

  • PERMITS AND INTANGIBLES The COMPANY and each of the COMPANY's Subsidiaries holds all licenses, franchises, permits and other governmental authorizations including permits, titles (including motor vehicle titles and current registrations), fuel permits, licenses, franchises, certificates, trademarks, trade names, patents, patent applications and copyrights, the absence of any of which would have a Material Adverse Effect. The COMPANY has delivered to URSI an accurate list and summary description (Schedule 5.12) of all such licenses, franchises, permits and other governmental authorizations, provided that copyrights need not be listed unless registered. To the knowledge of the COMPANY, the licenses, franchises, permits and other governmental authorizations listed on Schedule 5.12 are valid, and neither the COMPANY nor any of the COMPANY's Subsidiaries has received any notice that any governmental authority intends to cancel, terminate or not renew any such license, franchise, permit or other governmental authorization. The COMPANY (including the COMPANY's Subsidiaries) has conducted and is conducting its business in compliance with the requirements, standards, criteria and conditions set forth in applicable permits, licenses, orders, approvals, variances, rules and regulations and is not in violation of any of the foregoing except where such non-compliance or violation would not have a Material Adverse Effect. Except as specifically provided in Schedule 5.12, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or have a Material Adverse Effect upon the rights and benefits afforded to the COMPANY (including the COMPANY's Subsidiaries) by, any such licenses, franchises, permits or government authorizations.

  • General Intangibles Borrower represents and warrants that it owns, or is licensed to use, all General Intangibles necessary to conduct its business as currently conducted except where the failure of Borrower to own or license such General Intangibles could not reasonably be expected to have a Material Adverse Effect.

  • 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.

  • Protection of Intellectual Property Rights Borrower and each of its Subsidiaries shall: (a) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to Borrower’s business; (b) promptly advise Collateral Agent in writing of material infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s prior written consent.

  • Intangible Property Intangible and intellectual property of this award shall generally follow provisions established in 2 CFR § 200.315.

  • Assignment of Intellectual Property The Executive hereby assigns to the Company or its designees, without further consideration and free and clear of any lien or encumbrance, the Executive’s entire right, title and interest (within the United States and all foreign jurisdictions) to any and all inventions, discoveries, improvements, developments, works of authorship, concepts, ideas, plans, specifications, software, formulas, databases, designees, processes and contributions to Confidential Information created, conceived, developed or reduced to practice by the Executive (alone or with others) during the Term which (i) are related to the Company’s current or anticipated business, activities, products, or services, (ii) result from any work performed by Executive for the Company, or (iii) are created, conceived, developed or reduced to practice with the use of Company property, including any and all Intellectual Property Rights (as defined below) therein (“Work Product”). Any Work Product which falls within the definition of “work made for hire”, as such term is defined in the U.S. Copyright Act, shall be considered a “work made for hire”, the copyright in which vests initially and exclusively in the Company. The Executive waives any rights to be attributed as the author of any Work Product and any “droit morale” (moral rights) in Work Product. The Executive agrees to immediately disclose to the Company all Work Product. For purposes of this Agreement, “Intellectual Property” shall mean any patent, copyright, trademark or service xxxx, trade secret, or any other proprietary rights protection legally available.

  • Definition of Intellectual Property For the purposes of this Agreement, the term “intellectual property” refers to all categories of intellectual property that are the subject of Articles 6.6 (Trademarks) to 6.11 (Undisclosed Information / Measures Related to Certain Regulated Products).

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