Retention of Proprietary Rights Sample Clauses

Retention of Proprietary Rights. Sale of the Products to Customer does not convey a license, implied or otherwise, under any patent, or “Patent Pending” in which Seller has an interest nor does it convey rights to any software or source code, descriptive data, including, but not limited to, Seller’s manufacturing drawings, secrets, processes or tooling accept as expressly set forth in this Agreement.
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Retention of Proprietary Rights. Buyer shall retain all intellectual property rights in and to (i) the tooling customized for the Product and paid in full by Buyer (ii) the software, hardware, firmware, and other deliverables furnished by Buyer to SERCOMM and (iii) the industrial design of the Product being manufactured by SERCOMM if such design is paid in full by Buyer. Unless provided in this Section 13.1, SERCOMM or its licensor retains for itself exclusive ownership of all rights, titles and interests in and to the Products, Product Software, and Documentation (collectively, the “SERCOMM Owned Items”) and all related intellectual and other proprietary rights embodied in or related to the SERCOMM Owned Items.
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Retention of Proprietary Rights. Except as specifically provided in this license, Infomart shall acquire no right, title or interest in or to any of the Content or any copyrights, trademarks, service marks, trade secrets, patents or any other intellectual property or intangible property or proprietary rights of Company by reason of the license granted to Infomart hereunder, except that Infomart shall have and retain all right, title and interest in the compilation work resulting from the selection and arrangement of the Content with third party content.
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Retention of Proprietary Rights. A. Licensor shall retain the rights to all technical data or information disclosed to Licensee in connection with this License except as specifically licensed herein, and Licensee will use the technical data or technical information only to exercise the rights granted under this License. B. Licensee will not disclose intentionally or negligently any such technical data or information nor will it permit such data or information to be disclosed or be acquired by anyone without the prior written consent of Licensor. C. Failure by Licensee to honor the terms of this Article shall constitute a material failure.
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Retention of Proprietary Rights. 1. The article of sale remains the property of the Supplier until all outstanding bills as outlined in the contract have been fulfilled. 2. For the duration of the retention of title, the Purchaser is prohibited from pledging the retained goods or to use them as security. Resale is only permitted if the reseller receives payment from his Purchaser or makes the transfer of property to the Purchaser dependent upon the Purchaser fulfilling his obligation to pay. The Purchaser shall assign to us as of now all claims, together with all accessory rights which accrue to him from the resale to his customer. The Purchaser retains the right to collect the claims even after the transfer. The Supplier’s authority to collect claims remains unaffected; the Supplier however is obligated to not collect these claims as long as the Purchaser fulfils his liability to pay the Supplier in accordance with the regulations. The Supplier can, however, demand that the Purchaser names the debtors of the accounts receivable assigned and informs these debtors of the assignment. 3. The Purchaser must inform the Supplier without delay in case of seizure, confiscation and other regulations or interventions by third parties. 4. In case of breaches of duty, particularly payment delays, the Supplier has the right to withdraw and take goods back after unsuccessful payment reminders with appropriate deadlines. The statutory provisions concerning the dispensability of setting a deadline remain unaffected. The Purchaser is obligated to return said items. 5. The recipient of confidential information is expressly prohibited to use this confidential information for personal use or to pass it on to third parties. Confidential information includes drawings, plans, specifications, technical descriptions, prototypes, models and other types of information that that were passed on or transferred.
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Retention of Proprietary Rights. CCLI retains for itself all proprietary rights in and to the Service, all components thereof and all products, data and information related thereto.
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Retention of Proprietary Rights. The Physician permits the PHO to use the Physician’s name in lists of PHO Providers. These lists may be given to Covered Individuals and Payors. Each party reserves the right to control the use of any of its copyrighted material, symbols, trademarks, and servicemarks presently existing or hereafter established including but not limited to those relating to computer software.
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Retention of Proprietary Rights. ChartHouse reserves and retains all rights to the Intellectual Property and strictly prohibits any unauthorized copy, edit, broadcast, resale, publication, creation of a derivative work, circulation, or commercial use of the Intellectual Property, in whole or in part, including, but not limited to, the recorded Performances, printed Performance, video, audio and/or computer or electronic materials without ChartHouse’s express written consent. Contractor therefore agrees that it will not, during or after the term of this Agreement, engage in any conduct, directly or indirectly, that would infringe upon, harm or contest the rights of title of ChartHouse in or to the Intellectual Property (including unauthorized use), any goodwill, or the validity of the Intellectual Property. Contractor acknowledges and agrees that any goodwill associated with the use of the Intellectual Property shall inure to the sole benefit of ChartHouse. Contractor further will take all commercially reasonable actions to prevent duplication or the unauthorized showing of the Intellectual Property, and recordings of any Performance, and, if Contractor should become aware, at any time, of the unauthorized use, duplication or recording, Contractor shall immediately contact ChartHouse in writing and take whatever steps are reasonable and necessary to halt the unauthorized use or duplication.
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Related to Retention of Proprietary Rights

  • Protection of Proprietary Rights 4.1 Right to Use Licensed Products Licensee acknowledges that no right, title, or interest, other than the right to use the Licensed Products, is transferred or granted by this Agreement. Licensee is prohibited from selling, renting, leasing, making available to third parties, and sublicensing the Licensed Products.

  • Enforcement of Proprietary Rights I will assist the Company in every proper way to obtain, and from time to time enforce, United States and foreign Proprietary Rights relating to Company Inventions in any and all countries. To that end I will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, I will execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee. My obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of my employment, but the Company shall compensate me at a reasonable rate after my termination for the time actually spent by me at the Company’s request on such assistance. In the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by me. I hereby waive and quitclaim to the Company any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.

  • Proprietary Rights and Confidentiality Except as specifically authorized by this Agreement or as otherwise approved by UCB, information and materials shared with you by UCB or developed hereunder in connection with the Services (“Work Product”) shall be considered to be the confidential and proprietary property of UCB and will be used only in connection with the Services. You shall not use, disclose, or duplicate any confidential and proprietary information except as necessary to provide the Services. Your confidentiality obligations under this Section shall not apply to any information which is or becomes, through no fault of yours, part of the public knowledge. If required to disclose any UCB confidential information by any law, regulation, judicial or administrative process, you agree that (a) prior to making any such disclosure, you will provide UCB with (i) written notice of the proposed disclosure in order to provide UCB with sufficient opportunity to seek a protective order or other similar order preventing or limiting the proposed disclosure and (ii) reasonable assistance in UCB’s efforts to obtain a protective order or other similar order and (b) you shall disclose such confidential information only to the extent required in order to comply with the applicable law, regulation or action. The Work Product and all original works of authorship resulting or derived from your performance of the Services, will be and will remain the sole and exclusive property of UCB, and you hereby assign to UCB in perpetuity all right, title and interest that you may have therein, including, without limitation, all copyrights or similar property rights recognized by any country or jurisdiction.

  • Proprietary Rights and Licenses 7.1 Subject to the limited rights expressly granted under this Agreement, we and our licensors reserve all of right, title and interest in and to the Sage Services and Content, including all related intellectual property rights. No rights are granted to you other than as expressly set out in this Agreement. 7.2 We grant to you a worldwide, limited-term license to use Content acquired by you pursuant to Order Forms, subject to those Order Forms, this Agreement and the Collateral. 7.3 You grant us and our Affiliates a worldwide, limited- term license to host, copy, transmit and display Customer Data, and any Non-Sage Applications and program code created by or for you using a Sage Service, as necessary for us to provide the Sage Services in accordance with this Agreement. Subject to the limited licenses granted within this Agreement, we acquire no right, title or interest under this Agreement in or to Customer Data or any Non-Sage Application. 7.4 You grant to us and our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Sage Services any suggestion, enhancement request, recommendation, correction or other feedback provided by you or users relating to the operation of the Sage Services. 7.5 You grant to us a non-exclusive non-transferable right to use your name and logo in our marketing or promotional material during the term of this Agreement for the purpose of identifying you as a customer.

  • Proprietary Rights The term “Proprietary Rights” shall mean all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.

  • Intellectual Property Rights and Confidentiality Clauses 3.1 Party A shall have exclusive and proprietary ownership, rights and interests in any and all intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A at its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A. 3.2 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance of this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third party, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, directors, employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, directors, employees, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the shareholders, director, employees of or agencies engaged by any Party shall be deemed disclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement.

  • Intellectual Property Rights and Confidentiality 3.1 Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A in its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A. 3.2 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason. 3.3 The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.

  • Protection of Proprietary Information The Seller has taken all reasonable steps to maintain the confidentiality of and otherwise protect and enforce their rights in all proprietary information pertaining to the Seller or any Seller Product. Without limiting the generality of the foregoing, no portion of the source code for any software ever owned or developed by the Seller has been disclosed or licensed to any escrow agent or other Person.

  • Confidentiality and Intellectual Property Rights (a) The parties acknowledge that the information which the disclosing party submits to the receiving party in connection with this Agreement includes disclosing party's confidential and proprietary information, both of a technical and commercial nature. Receiving party agrees not to disclose such information to third parties without disclosing party's prior written consent. (b) The intellectual property rights, copyrights and other rights connected therewith, in respect of drawings, specifications, documents, data and software made available by the Seller to the Buyer shall be owned solely by the Seller and shall remain its property. Buyer is not allowed to permit any third party to fabricate the Products or any parts thereof. (c) The Buyer is obliged to inform the Seller of any intellectual property rights that may exist with respect to the Equipment if Services are rendered for Equipment not supplied by the Seller. In case of third-party claims that may be asserted on the grounds of the existence of intellectual property rights on the Equipment or Products not delivered by the Seller, the Buyer shall indemnify and hold harmless the Seller against any such claims. (d) With regard to software the Seller grants to the Buyer a non-exclusive and non-transmissible right to use the intellectual property right, in machine-readable, object code form, on one system limited to the operation of the agreed Equipment. The software license shall be unlimited in time and free of charge, if not otherwise agreed. Neither the Buyer nor any third party shall modify, reproduce, translate, reverse engineer, transfer from object code to the source code or decompile the Seller´s software. The license does not entitle the Buyer to use the software for any equipment other than the agreed Equipment, to grant sub-licenses or to copy the software documents without the Seller ´s prior written consent. The Buyer is only entitled to make a single copy for backup purposes to be able to reload the system limited to the one agreed Equipment. If the Buyer exchanges the agreed Equipment, new software has to be purchased and installed. In case of termination of the Agreement the license terminates and all copies of the software and the documentation shall be returned to the Seller promptly after termination.

  • Definition of Proprietary Information The Executive acknowledges that he may be furnished or may otherwise receive or have access to confidential information which relates to the Company’s past, present or future business activities, strategies, services or products, research and development; financial analysis and data; improvements, inventions, processes, techniques, designs or other technical data; profit margins and other financial information; fee arrangements; compilations for marketing or development; confidential personnel and payroll information; or other information regarding administrative, management, or financial activities of the Company, or of a third party which provided proprietary information to the Company on a confidential basis. All such information, including in any electronic form, and including any materials or documents containing such information, shall be considered by the Company and the Executive as proprietary and confidential (the “Proprietary Information”).

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