Provider Intellectual Property. Except as otherwise agreed by the Parties, all data, software or other property or assets owned or created by Provider, including, without limitation, derivative works thereof, and new data or software created by Provider at Provider’s expense, in connection with the provision of Services and all intellectual property rights therein (the “Provider Property”), shall be the sole and exclusive property and responsibility of Provider. Recipient shall not acquire any rights in any Provider Property pursuant to this Agreement.
Provider Intellectual Property. Customer acknowledges that Provider has developed and uses valuable technical and non-technical information, trade secrets, know-how and the like in the Provider Materials and the provision of the Services. Customer agrees that, except for the rights specifically and expressly granted to Customer and its Affiliates under this Agreement or as otherwise agreed in writing, Intellectual Property Rights in and to the Services and the Provider Materials are and shall remain the property of Provider.
Provider Intellectual Property. Altitude™ Subscription service includes multiple elements of intellectual property owned by Provider. All of the rights to the elements listed below are retained by Provider during the duration of this contract and are removed from INF CBA and CUSTOMER CBA upon termination of Altitude™ Subscription services. Customer has no rights to any of the following intellectual property items which include, but are not limited to: • Altitude™ Base Platform − Architectural design of Altitude™ Base Platform including, but not limited to, data flows, networking designs, end-user architecture, etc. − Automation to deploy Altitude™ elements (CloudFormation templates, Terraform scripts, etc.) − Automation to manage Altitude™ elements (tools, dashboards, support workflows, automated on-boarding/off- boarding elements, automated AMI creation pipeline, etc.) − Active Directory deployment, configurations, schema, and Group Policy Objects − Configuration management deployment, settings, configuration files, state files, etc. (SaltStack state files, Ansible playbooks, etc.) − Logging/Auditing elements including, but not limited to, SQS configurations, CloudTrail deployment and configuration code CloudWatch deployment and configuration code, CloudWatch configurations, NiFi deployment code, NiFi processor configurations, Kibana deployment code, Kibana dashboard configurations, Splunk deployment code, Splunk dashboard configurations, etc. − Configurations of security tools (such as ACAS, McAfee ePO, Zeek, etc.) and any automation in the distribution of security findings, alerting mechanisms, or remediation elements − Networking deployment and configuration, including but not limited to, Palo Alto firewall deployment and configuration, Transit Gateway deployment and configuration, Weave deployment and configuration, Virtual Network deployment and configuration, etc. − End user access deployment mechanisms including automated provisioning and configuration of both VDI and VPN resources • Altitude™ Add-On Managed Services − Architectural design of Altitude™ Add-On Managed Service inclusion into Altitude™ Base Platform − Automation to deploy Altitude™ Add-On Managed Services (CloudFormation templates, Terraform scripts, etc.) − Automation to manage Altitude™ Add-On Managed Services (dashboards, support workflows, automated on- boarding/off-boarding elements, automated project/space creation pipelines, etc.) − Code or processes for integration of Altitude™ Add-On Managed Services with A...
Provider Intellectual Property. All pre-existing trademarks, service marks, patents, copyrights, trade secrets, and other propriety rights of Provider are and will remain the exclusive property of Provider. Notwithstanding the foregoing, Provider hereby grants to City an irrevocable, nonexclusive, perpetual, royalty free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Provider Intellectual Property, and to authorize others to do the same on City's behalf.
Provider Intellectual Property. The Intellectual Property of each Provider and its affiliates used in connection with the provision of Services to the Company, whether or not created prior to the date of this Agreement (“Provider Intellectual Property”), shall remain the property of such Provider or its affiliates, as applicable, and no rights therein shall be assigned or granted to the Company, other than as expressly provided herein. To the extent that any Provider Intellectual Property is required to be used by the Company in connection with the provision of the Services hereunder, each Provider, for itself and as agent for its affiliates, hereby grants to the Company a perpetual, non- exclusive, limited, nontransferable, nonsublicensable (except as provided in the last sentence of this Section 3.1.2), ************ license to use such Provider Intellectual Property of such Provider or its affiliates solely in connection with the use of such Provider’s Services. For the sake of clarity, the Company may continue to use such Provider Intellectual Property of such Provider or its affiliates in connection with such Services even if such Provider is no longer providing such Services; and, if a third party is engaged by the Company to provide such Services to the Company, and, in connection therewith, such Provider Intellectual Property is required to be used by such third party, the Company may grant to such third party a non-exclusive, limited, nontransferable, nonsublicensable, ************ sublicense to use such Provider Intellectual Property solely in connection with the provision of Services by such third party to the Company pursuant to a sublicense agreement among the Company, such third party and such Provider having terms reasonably satisfactory to such Provider, including, without limitation, that the Provider Intellectual Property will be (a) used only for Services rendered by such third party to the Company, (b) kept confidential and (c) returned to the Company at the conclusion of the engagement.
Provider Intellectual Property. Subject to the license granted to Subscriber hereunder, Provider shall maintain and possess all rights and interests, including all related Intellectual Property rights, in and to the Traction Service, Provider Technology, and the Provider Content. Suggestions, ideas, enhancement requests, feedback, recommendations or other information that relate to modifications of the Traction Service and that are provided by Subscriber, any Licensed User or any other party shall also be owned by Provider. This Agreement and the licenses granted herein do not constitute a sale nor convey any rights of ownership in or related to the Traction Service, the Provider Technology or the Intellectual Property rights to Subscriber.
Provider Intellectual Property. Provider hereby grants to Service Recipient an irrevocable, perpetual, world-wide, fully paid-up, royalty-free, non exclusive license to use any Provider Intellectual Property solely as necessary to use and receive the Services being provided to Service Recipient and/or its Affiliates. Notwithstanding anything to the contrary contained in this Agreement, including in this clause 44, Provider shall be the sole and exclusive owner of all Provider Underlying Works and all Derivative Works thereof that do not contain Service Recipient Owned Software or Developed Intellectual Property ("Provider Derivative Works") and shall provide Service Recipient the licence rights contemplated in clause 44.2.1.4 above.
Provider Intellectual Property. (a) Customer may not use the Provider Technology for any purpose other than accessing and using the Services as provided in Section 1 of this Agreement. Except for such rights, this Agreement does not transfer from Provider to Customer any Provider Technology, and all rights, titles and interests in and to the Provider Technology shall remain solely with Provider. Customer shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any of the Provider Technology.
(b) Provider’s trademarks, trade names, service marks, logos, other names and marks, and related product and service names, design marks and slogans are the sole and exclusive property of Provider. Customer may not use any of the foregoing in any advertising, publicity or in any other commercial manner without the prior written consent of Provider. Any feedback, data, answers, questions, comments, suggestions, ideas or the like which Customer sends to Provider relating to the Services will be treated as being non-confidential and non- proprietary. Provider may use, disclose or publish any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever.
Provider Intellectual Property. In the event that any Work Product is Provider Intellectual Property Provider hereby grants to City an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Provider Intellectual Property and an irrevocable, non-exclusive, perpetual, royalty-free license to authorize others to do the same on City's behalf.
Provider Intellectual Property. 7.2.1 As between Customer and Provider, Provider shall own all right, title, and interest, including all Intellectual Property Rights, in and to Provider Intellectual Property. To the extent any Intellectual Property is developed by Provider, including its Personnel, or a Third Party under Provider’s direction and control, for exclusive use in performing the Services, such developed Intellectual Property shall be owned exclusively by Provider as between Customer and Provider and constitute a portion of Provider Intellectual Property; provided, however, that if neither of NIIT Media Technologies, LLC or NIIT USA is the Provider pursuant to Section 14.2 herein, such developed Intellectual Property shall be owned exclusively by Customer as between Customer and Provider and constitute a portion of Customer Intellectual Property, provided that Customer shall be deemed to have granted NIIT USA and its Affiliates with a worldwide, royalty-free, fully paid-up, nonexclusive license to use, copy, maintain, modify, enhance, license, and create derivative works of such Customer Intellectual Property.
7.2.2 To the extent not inconsistent with Provider’s rights therein, Provider hereby grants to Customer and its Affiliates a worldwide, a royalty-free, fully paid-up, nonexclusive license to use, copy, maintain, modify, enhance, and create derivative works of Provider Intellectual Property utilized in connection with the Services and/or Projects, during the Term and for a period of eighteen (18) months after the Term, provided that if there are any Third Party costs associated with such Intellectual Property, such costs will be passed on to Customer for and limited to the eighteen-month post-Term period. Thereafter and to the extent not inconsistent with Provider’s rights therein, Provider agrees to license such Provider Intellectual Property to Customer, the terms and conditions of which shall be negotiated in good faith by the Parties.
7.2.3 To the extent that Customer or a Customer Affiliate receiving Services pursuant to Exhibit A of Schedule B or otherwise on mutual agreement between the Parties should, by operation of law, acquire any right, title, or interest, including any Intellectual Property Rights, in or to Provider Intellectual Property, Customer shall immediately notify Provider when Customer or such Customer Affiliate becomes aware of same and without any required action by either Party irrevocably assign, or cause such Customer Affiliate to assign, to Prov...
