Intellectual and Industrial Property Rights (a) Except to the extent expressly provided herein, each party shall continue to own its intellectual and industrial property rights without conferring any interests therein on the other party and neither the Supplier nor any third party shall acquire any right, title or interest in any intellectual or industrial property rights of any company within the ASSA ABLOY Group.
(b) Regardless of the above, all intellectual property rights with regard to and for the Products, including but not limited to, drawings, designs, models, calculations, tools etc. that are provided by the Purchaser or are created by the Supplier in connection with this Purchase Agreement, shall vest in and exclusively belong to the Purchaser. The Supplier shall, where necessary, take all actions required to ensure that Purchaser receives the rights referred to herein.
(c) To the extent that the Products may be protected by intellectual property rights owned by the Supplier, or the Supplier's licensors, the Supplier hereby grants to the Purchaser, a perpetual, worldwide, non-exclusive, irrevocable, fully paid-up, royalty-free license, including the right to grant sub-licenses, under all such intellectual property rights to: (i) use the Products; (ii) integrate the Products into Purchaser's own Products; (iii) sell, offer for sale, import and export the Products.
(d) Without limiting the generality of clause 5(a) and except as may otherwise be expressly provided for herein, the Supplier agrees that it shall not without the prior written consent of the Lead Purchaser use the trademark "ASSA ABLOY" or any other trademark of any company within the ASSA ABLOY Group for any purposes whatsoever.
(e) To the extent the Products include software (“Software”), the Supplier hereby grants to the Purchaser in perpetuity (or for the maximum period foreseen by applicable law) a non-exclusive, royalty- free, world-wide, unlimited (also with respect to number of users) licence over the Software including without limitation any permanent or temporary reproduction or modification of the Software reasonably required for these purposes, at a charge included in the price of the Products for the purposes of installing, testing, configuring, putting into service, operating, using, developing, modifying, selling, maintaining, adjusting and repairing the Products. The Purchaser shall be permitted to create a reasonable quantity of back-up copies of the Software.
(f) For at least the period under this Purchase Agreement during which the Supplier has agreed to supply spare parts for the Products, the Supplier shall continue to maintain the Software and offer licences to the Software, in the same format and version as made available hereunder, to the Purchaser. During the same period of time, the Supplier will also free of charge offer to the Purchaser all updates offered to its other clients for the Products, including without limitation any related support, maintenance or consultancy services provided free of charge to such other clients. It is acknowledged that the Purchaser may accept or refuse the offer of such updates at its sole discretion without limiting any right or remedy available hereunder.
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.
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.
Intellectual Property Matters A. Definitions
Patents and Intellectual Property Rights Recipients are subject to the Xxxx-Xxxx Act, 35 U.S.C. § 200 et seq, unless otherwise provided by law. Recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from federal financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14.
Industrial Property Rights For the purpose of this Agreement, "INDUSTRIAL PROPERTY RIGHTS" shall mean all of the Company's patents, trademarks, trade names, inventions, copyrights, know-how or trade secrets, formulas and science, now in existence or hereafter developed or acquired by the Company or for its use, relating to any and all products and services which are developed, formulated and/or manufactured by the Company.
Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
Intellectual Properties To the extent permissible under applicable law, all intellectual properties made or conceived by Employee during the term of this employment by Employer shall be the right and property solely of Employer, whether developed independently by Employee or jointly with others. The Employee will sign the Employer’s standard Employee Innovation, Proprietary Information and Confidentiality Agreement (“Confidentiality Agreement”).
Documents & Data; Licensing of Intellectual Property This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically, electronically or otherwise recorded or stored, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City's express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of five (5) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. In addition, before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.
COPY RIGHT AND INTELLECTUAL PROPERTY 8.1. All information (inclusive of data, text, image) displayed in xxxx.xxxxxxxx.xxx.xx shall not be used or published in other channels without the express written permission of PAH. PAH has the right to use any available legal remedies which may include the demand for factual or statutory damages, solicitor's fees and injunctive relief for any violation of PAH's intellectual property rights.
