Rights in Developed Software Sample Clauses

Rights in Developed Software. (a) Except as otherwise agreed in this Article 6, CaIPX shall acquire all right, title and interest in and to all Work Product produced under this Agreement, including but not limited to all trade secrets, copyrights, patents and other intellectual property rights in and to such Work Product. Except as otherwise agreed in this Article 6, Xxxxx Systems hereby irrevocably assigns, transfers and conveys, and shall cause all PSC Personnel to assign, transfer and convey, to CalPX without further consideration all of its and their right, title and interest in and to such Work Product. Xxxxx Systems acknowledges, and shall cause all PSC Personnel to acknowledge, that CalPX and the successors and permitted assigns of CalPX shall have the right to obtain and hold in their own name the intellectual property rights referred to above in and to such Work Product including all rights of patent, copyright, trade secret or other proprietary rights. Xxxxx Systems agrees to execute, and shall cause all PSC Personnel to execute, any documents or take any other actions as may reasonably be necessary, or as CalPX may reasonably request, to perfect or register CaIPX's ownership of any such Work Product. (b) All Xxxxx Developed Software and related Documentation shall be owned by Xxxxx Systems. To the extent that any of the Xxxxx Developed Software and related Documentation is deemed a "work for hire" by operation of law, except as otherwise provided in this Article 6, CalPX hereby assigns, transfers and conveys, and shall cause CalPX Affiliates and agents to assign, transfer and convey, to Xxxxx Systems without further consideration all of its and their right, title and interest in and to such Xxxxx Developed Software and related Documentation including all rights of patent, copyright, trade secret or other proprietary rights. CalPX acknowledges that Xxxxx Systems and the successors and permitted assigns of Xxxxx Systems shall have the right to obtain and hold in their own names such intellectual property rights in and to the Xxxxx Developed Software and related Documentation. CalPX agrees to execute any documents or take any other actions as may be necessary, or as Xxxxx Systems may reasonably request, to perfect Xxxxx Systems' ownership of or register such intellectual property rights in any Xxxxx Developed Software and related Documentation. (i) Unless otherwise agreed in this Article 6, Xxxxx Systems shall grant and hereby does grant to CalPX, subject to the terms of this A...
Sample 1
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Rights in Developed Software. 23 6.6 Know-How .............. ..............................................25 6.7 Audit of CalPX's Business ............................................26 6.8 Data Security ........................................................26 6.9 Safety and Security Procedures........................................26 6.10 Security Relative to CalPX Competitors ...............................26 Article 7 Performance Review and Termination
Sample 1
Rights in Developed Software. (a) Copyright. Pxxxx Systems and Client agree that Client will own the copyright to software developed by Pxxxx Systems hereunder and that is delivered to Client by Pxxxx Systems but excluding modifications that are not a derivative of Client Software and any Pxxxx Systems Software and any Embedded Software (“Developed Software”). Pxxxx Systems may from time to time request that Client grant to Pxxxx Systems a license to the Developed Software for itself and for its customers on such terms as the parties agree. Client agrees that it will not unreasonably refuse to grant such license, unless such grant would materially impair a competitive advantage to Client or grant a material competitive advantage to a competitor of Client. For purposes of this Section 6.5(a) a competitor of Client is any company that competes (or whose affiliates compete) directly with the (i) then current businesses or (ii) planned businesses.
Sample 1
Rights in Developed Software 
Sample 1

Related to Rights in Developed Software

  • Intellectual Property; Software Other than as set forth on Schedule 5.12: (a) There are no Copyrights, Patent Rights and Trademarks (including any assumed or fictitious names used by the Company within the previous two (2) years) owned by or licensed to the Company. (b) There is no Software owned by or licensed to the Company except for mass market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (c) The Company is not a party to Contracts which relate to: (i) any Copyrights, Patent Rights or Trademarks; (ii) any Trade Secrets owned by or licensed to the Company; and (iii) any Software, other than market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (d) The Company owns the entire right, title and interest in and to, or has the valid and enforceable right to use, the Intellectual Property and Software used in the Business as currently conducted, and to the Knowledge of Seller there is no other Intellectual Property necessary for the Company to conduct the Business as currently conducted. (i) No infringement, misappropriation or violation of any Intellectual Property, or any rights of publicity or privacy relating to the use of names, likenesses, voices, signatures or biographical information, of any other Person has occurred or results in any way from the operation of the Business or the use, sale or distribution of any Intellectual Property owned by or licensed exclusively to the Company; (ii) no claim of any infringement, misappropriation, violation or dilution of any Intellectual Property or any such rights of any other Person has been made or asserted in respect of the operation of the Business; (iii) no claim of invalidity of any Intellectual Property owned by the Company has been made by any other Person; (iv) no Proceedings are pending or, to the Knowledge of Seller, threatened that challenge the validity, ownership or use of any Intellectual Property owned by the Company; (v) the Company has not had notice of, and, to the Knowledge of Seller, there is no basis for, a claim against the Company that the operations, activities, products, Software, equipment or processes of the Business infringe, misappropriate, violate or dilute any Intellectual Property or any such rights of any other Person; and (vi) to the Knowledge of Seller, no Person infringes, misappropriates or violates any Intellectual Property owned or exclusively licensed by or to Seller, in each case except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Licensed Software Computer program(s) provided by Contractor in connection with the Deliverables, subject to Section 14 of this Contract.

  • Embedded Software To the extent any goods contain Embedded Software (defined below) that is not Buyer’s Property, no title to such Embedded Software shall pass to Buyer, and Supplier shall grant Buyer, its customers and all other users a non-exclusive worldwide, irrevocable, perpetual, royalty-free right to use, load, install, execute, demonstrate, market, test, resell, sublicense and distribute such Embedded Software as an integral part of such goods or for servicing the goods (the “Buyer-Required License”). If such Embedded Software or any part thereof is owned by a third party, prior to delivery, Supplier shall obtain the Buyer-Required License from such third-party owner. “Embedded Software” means software necessary for operation of goods and embedded in and delivered as an integral part of goods.

  • Rights in Work Product (a) I agree that all Work Product (as hereinafter defined) will be the sole property of SOHU. I agree that all Work Product that constitutes original works of authorship protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act and, therefore, the property of SOHU. I agree to waive, and hereby waive and irrevocably and exclusively assign to SOHU, all right, title and interest I may have in or to any other Work Product and, to the extent that such rights may not be waived or assigned, I agree not to assert such rights against SOHU or its licensees (and sublicensees), successors or assigns. (b) I agree to promptly disclose all Work Product to the appropriate individuals in SOHU as such Work Product is created in accordance with the requirements of my job and as directed by SOHU.

  • Antivirus software All workstations, laptops and other systems that process and/or store PHI COUNTY discloses to CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of COUNTY must have installed and actively use comprehensive anti-virus software solution with automatic updates scheduled at least daily.

  • Proprietary Software Depending upon the products and services You elect to access through Electronic Access, You may be provided software owned by BNY Mellon or licensed to BNY Mellon by a BNY Mellon Supplier (“Proprietary Software”). You are granted a limited, non-exclusive, non-transferable license to install the Proprietary Software on Your authorized computer system (including mobile devices registered with BNY Mellon) and to use the Proprietary Software solely for Your own internal purposes in connection with Electronic Access and solely for the purposes for which it is provided to You. You and Your Users may make copies of the Proprietary Software for backup purposes only, provided all copyright and other proprietary information included in the original copy of the Proprietary Software are reproduced in or on such backup copies. You shall not reverse engineer, disassemble, decompile or attempt to determine the source code for, any Proprietary Software. Any attempt to circumvent or penetrate security of Electronic Access is strictly prohibited.

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

  • Third Party Software 1. The Software may contain third party software that requires and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located at xxxx://xxx.xxxxxxxxx.xxx/thirdparty/index.html and are made a part of and incorporated by reference into this XXXX. By accepting this XXXX, You are also accepting the additional terms and conditions, if any, set forth therein.

  • 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.

  • Computer Software The Grantee certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this Grant Agreement for the acquisition, operation, or maintenance of computer software in violation of copyright laws.

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