Retained Technology Clause Samples

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Retained Technology. To the extent there is any Intellectual Property that is owned or licensed by any Seller or any Non-Company Affiliate as of the Closing that (i) was at any time during the one-year period prior to the Closing used by any Target Company, (ii) is not transferred to any Buyer or any Target Company at the Closing in connection with the transactions contemplated by this Agreement and (iii) is useful or otherwise necessary to any Target Company in connection with conducting the Business by any such Target Company after the Closing (the “Retained Technology”), each Seller hereby unconditionally grants to each Target Company and its Affiliates a non-exclusive, perpetual, irrevocable, transferable (in connection with a merger, acquisition, change in control or similar such transaction involving such Target Company or its successors or assigns), worldwide, fully-paid right and license, with the right to sublicense through multiple levels of sublicensees, under all of any Seller’s Intellectual Property rights in any and all Retained Technology, (i) to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Retained Technology in any medium or format, whether now known or hereafter discovered, (ii) to use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from the Retained Technology, and (iii) to exercise any and all other present or future rights in the Retained Technology. Notwithstanding the foregoing, to the extent any such Retained Technology is licensed by any Seller or any Non-Company Affiliate from a third party and any Seller or any Non-Company Affiliate is subject to limitations under the applicable third party license that prevent any Seller from granting the foregoing license to each Target Company and its Affiliates, the foregoing license is subject to such limitations as to such Retained Technology. Prior to the Closing, US Seller shall procure from each of its Non-Company Affiliates owning or licensing Retained Technology all rights necessary for Sellers to grant the foregoing license to each Target Company and its Affiliates in such Retained Technology.
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Retained Technology. All of the Retained Technology described on Schedule 2.2(d).
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Retained Technology. Retained Technology" is defined to include WebServices Pros' products, software code, programs and tools, training or professional services materials, know how, techniques, technologies, methods and concepts, that in each case either (i) existed before the commencement of the Services, (ii) constitute ordinary course enhancements, modifications, interfaces or integrations to any pre- existing materials described in Subsection 6.1(i) above, even if first developed for use by Client, or (iii) are developed by WebServices Pros during the term of this Agreement, but independently and separate from the performance of the Services.
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Retained Technology. Total.js retains ownership of its retained technology. Rights to this technologies are governed by the Total.js licensing arrangements. Total.js may not use as part of the Services or incorporate into the Work Product any technology or any intellectual property rights or technology owned by Partner without Partner's prior consent. If Partner consents, Partner will make its Technology available on the Total.js Platform. In the event that a new “Work Product” is created by the joint effort in the course of the Partnership, the provisions of clause 3.1 shall apply.
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Retained Technology. The Parties acknowledge that certain Transferred Technology may also be used or held for use by Seller or Seller Parent in their businesses (other than the Business) conducted as of the Closing. Notwithstanding anything to the contrary herein, Seller will not knowingly retain any Transferred Technology that is a complete, or substantially complete, product of or material component of a product of, or service offered by, Seller in its conduct of the Business and if Seller has notice that it has retained such Transferred Technology it will use reasonable commercial efforts to delete copies of such Transferred Technology not used or held for use in the businesses (other than the Business) of Seller or Seller Parent at or before the Closing in the ordinary course.
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Related to Retained Technology

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Third Party Technology The Company makes use of third party technology to collect information required for traffic measurement, research, and analytics. Use of third party technology entails data collection. We therefore would like to inform clients the Company enables third parties to place or read cookies located on the browsers of users entering the Company’s domain. Said third parties may also use web beacons to collect information through advertising located on the Company’s web site. Please note that you may change your browser settings to refuse or disable Local Shared Objects and similar technologies; however, by doing so you may be disabling some of the functionality of Company’s services.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you.

  • INTELLECTUAL PROPERTY RIGHTS - INVENTION AND PATENT RIGHTS A. General 1. NASA has determined that 51 U.S.C. § 20135(b) does not apply to this Agreement. Therefore, title to inventions made (conceived or first actually reduced to practice) under this Agreement remain with the respective inventing party(ies). No invention or patent rights are exchanged or granted under this Agreement, except as provided herein.

  • New Technology When new or updated technology is introduced into a workplace, it will be the responsibility of the employer to provide appropriate and, if necessary, ongoing training to the employees directly affected. Such training will include any health and safety implications or information that will enable employees to operate the equipment without discomfort and will help maintain their general well-being.