Retained Intellectual Property. The following Intellectual Property (including any modification, enhancement, or derivative work of that Intellectual Property) remains the property of the current owner:
a. Intellectual Property that existed prior to the date of this Agreement; and
b. Intellectual Property that was developed independently of this Agreement.
Retained Intellectual Property. Each Party will retain all rights in any data, software, ideas, know-how, or any other proprietary material or information (“Intellectual Property”) that it developed or acquired outside of the respective Order and retains all improvements, modifications, or derivatives that it makes thereto (“Retained IP”).
Retained Intellectual Property. Each Party retains any and all right, title and interest (including all Proprietary Rights) in and to its Retained Intellectual Property. “Retained Intellectual Property” consists of each party’s concepts, data, designs, developments, documentation, drawings, hardware, improvements, information, inventions, processes, software, techniques, technology, tools, and any other intellectual property, and any third party licenses or other rights to use any of the foregoing, that (i) exists prior to the Effective Date; or (ii) are developed entirely independently by a party, at any time, (A) without any use, knowledge of, or reference to, the other party’s confidential information or other information obtained in connection with this Agreement and (B) do not constitute Work Product (as defined below). Attached in Exhibit A is the list of Retained Intellectual Property of the Contract Operator with respect to the Operating Services.
Retained Intellectual Property. All of Seller's right, title, and interest in the BISON graphic logo identified in Schedule 1.2.7 as the "BISON LOGO". Buyer shall have no rights in or to the BISON LOGO, including, without limitation, the right to use the BISON LOGO. Seller grants a non-exclusive, worldwide license to Buyer to use the BISON Word Xxxx in connection with the Assets and for no other use. All other rights in the BISON Word Xxxx are reserved to Seller. Buyer acknowledges that the BISON Word Xxxx is the property of the Seller and that by this Agreement Buyer acquires license rights and not the right, title or interest in or to the BISON Word Xxxx. Buyer shall not, during the term of this Agreement or thereafter, adopt or use any service xxxx, trade name, or trademark confusingly similar to the BISON Word Xxxx. Buyer acknowledges that strict observance and performance of the terms of this section of the Agreement are necessary to protect Seller and the BISON Word Xxxx. IN that regard, Buyer agrees that the BISON Word Xxxx shall be used only in connection with the Assets and the quality of the Assets will be the same quality or better than the quality of the Assets as presently manufacturing and distributed by Seller. In all agreements entered into by Buyer in which Buyer's right in the BISON Word Xxxx are assigned, Buyer shall specify that all such assignments are subject to the terms of this Section 1.2.7 and such assignees shall agree to include such terms in any subsequent assignments. Buyer and any and all subsequent assignees shall notify Seller of such assignments of any rights to the BISON Word Xxxx.
Retained Intellectual Property. The following IP (including any modification, enhancement or derivative work of that IP) remains the property of the current owner, regardless of its use in the Product:
(a) IP that existed prior to the date of this Agreement; and
(b) IP that was developed independently of this Agreement.
Retained Intellectual Property. (a) The Purchaser, Master LLC and EBS LLC explicitly acknowledge that, regardless of whether use of the Retained Names and Marks by the Companies was permitted prior to the Closing, no interest in or right to use the Retained Names and Marks is being retained by Master LLC or by the Companies pursuant to the transactions contemplated hereby and any such rights of the Companies shall terminate as of the Closing Date.
(b) The Purchaser, Master LLC and EBS LLC hereby acknowledge and agree that, except as specifically provided in the Intercompany Agreements, (i) all express and implied licenses of Intellectual Property from Parent or any of its Affiliates (other than Master LLC, EBS LLC or the Companies) to Master LLC or the Companies shall be terminated as of the Closing and (ii) Master LLC is not retaining and, after the Closing, the Companies will not have any rights with respect to any Intellectual Property of Parent or its Affiliates (the “Parent Intellectual Property”) and that all right, title and interest in and to the Parent Intellectual Property is owned exclusively by Parent and/or its Affiliates (other than Master LLC, EBS LLC or the Companies). The Purchaser, Master LLC and EBS LLC agree that any information they or the Companies or their respective employees and Affiliates may have regarding the Parent Intellectual Property shall be maintained in confidence.
(c) As of the Closing, Parent hereby agrees to transfer, and will cause its Affiliates to transfer, ownership and title to the trade name “Emdeon” and all trademarks, service marks, trade dress, trade names, brand names, designs, logos, or corporate names, whether registered or unregistered, and all registrations and applications for registration thereof, and all goodwill related thereto (“Emdeon Name and Xxxx”) to Master LLC (or its designee) and Master LLC (or its designee) shall enter into, and will cause its Affiliates to enter into, such agreements, documents and assignments as are necessary to effect such transfer (the “Trademark Assignment Agreement”). A form of trademark assignment is attached as Exhibit 5.14(c). In the event Parent or its Affiliates fail to timely execute any assignment contemplated by this Section 5.14(c), Parent irrevocably constitutes and appoints, and will cause its Affiliates to irrevocably constitute and appoint, the Purchaser and any officer, employee or agent thereof, with full power of substitution, as their true and lawful attorney-in-fact with full irrevoc...
Retained Intellectual Property. All Retained Intellectual Property;
Retained Intellectual Property. VI EXHIBITS
Retained Intellectual Property. “Retained Intellectual Property” shall mean the patents and applications referred to in Schedule 1.1A, and any Intellectual Property Rights of Seller’s Symyx Software business units other than the LEA Software Assets listed on Schedule 1.1(d).
Retained Intellectual Property. All right, title and interest in or to any intellectual property or other intangible property or right owned by, or leased or licensed to, the Seller or any Affiliate of the Seller that is not primarily related to the Business;
