Software and Intellectual Property Rights Sample Clauses
Software and Intellectual Property Rights. A. Subject to Client’s payment to Developer of the compensation as provided in this Agreement, Developer’s Work (including the Software, Technical Design and the Documentation) will be deemed a “commissioned work” and “work made for hire” to the greatest extent permitted by law and Client will be the sole owner of the Software and/or any works derived therefrom. To the extent that Developer’s Work is not properly characterized as “work made for hire,” Developer hereby irrevocably assigns to Client all right, title and interest in and to Developer’s Work and the Software (including but not limited to the copyright therein), and any and all ideas and information embodied therein, in perpetuity and throughout the world. Except to the extent otherwise provided in this Agreement, Developer retains no right, ownership, or title in the Developer’s Work, Software, Technical Design and the Documentation, or any related copyrights, trademarks, patents, trade secrets, Confidential Information, or any other proprietary rights obtained on the Software, Technical Design or the Documentation. The parties agree that the Software, Technical Design and the Documentation, and all associated intellectual property rights are being sold in their entirety to Client for whatever use Client desires. Nothing in this Agreement may be construed to convey a mere license to Client. Developer agrees to cooperate with Client, without additional compensation, in providing information or performing any necessary actions to register and secure any copyrights, patents, or trademarks or other intellectual property rights for the benefit of Client. Upon request, each party hereto shall execute and deliver any instruments, assignments, confirmations of assignments, or other written instruments as the other party may request in the ordinary course of business related to the Software, Technical Design and the Documentation or the rights or obligations set forth herein.
B. Developer also grants to Client a royalty free, fully-paid, non-exclusive, perpetual, worldwide right and license in and to any other underlying software or platform used by Developer, separate and apart from the Software itself, in performing the Work and completing the Software as may be needed from time to time by Client in order to update the Software and/or make the Software perform according to Client’s needed specifications from time to time. Client hereby grants to Developer a perpetual, royalty-free, worldwide, non-excl...
Software and Intellectual Property Rights. 11.1 Supanet grants you a personal non-transferable and non-exclusive licence to use exclusively in connection with the Service any software and documentation owned by or licensed to Supanet, which is provided or made available for your use by Supanet in relation to the Service. This licence will cease immediately on termination of the Contract. If we supply you with software and/or documentation provided by a third party, you must use that software in accordance with and abide by the terms of software licence agreement supplied with it. All rights in all software and documentation remain the property of Supanet or its licensors.
11.2 Except to any extent permitted by law, you must not and must not permit any other person to copy, modify, alter or adapt any software or documentation provided by Supanet including, but not limited to, translating, decompiling, disassembling or creating derivative works.
11.3 You may not transfer, assign, distribute, rent, lend, sublicense or lease any software or documentation provided by Supanet.
11.4 You must keep confidential and protect the contents of any software or documentation provided by Supanet. This obligation of confidentiality and protection shall survive the cancellation or termination of the Contract but shall not extend to any information, which is in or comes into the public domain other than as a result of your breach of this condition.
11.5 Any addresses such as email addresses, IP addresses and domain names assigned to you by Supanet are and shall remain the sole property of Supanet. Unless we have agreed otherwise in writing, you will not be entitled to a dedicated IP address.
Software and Intellectual Property Rights. 11.1 TimeTalk grants you a personal non-transferable and non-exclusive licence to use exclusively in connection with the Service any software and documentation owned byor licensed to TimeTalk, which is provided or made available for your use by TimeTalk in relation to the Service. This licence will cease immediately on termination of the Contract. If we supply you with software and/or documentation provided by a third party, you must use that software in accordance with and abide by the terms of software licence agreement supplied with it. All rights in all software anddocumentation remain the property of TimeTalk or its licensors.
11.2 Except to any extent permitted by law, you must not and must not permit any otherperson to copy, modify, alter or adapt any software or documentation provided by TimeTalk including, but not limited to, translating, decompiling, disassembling or creating derivative works.
11.3 You may not transfer, assign, distribute, rent, lend, sublicense or lease any software or documentation provided by TimeTalk.
11.4 You must keep confidential and protect the contents of any software or documentation provided by TimeTalk. This obligation of confidentiality and protectionshall survive the cancellation or termination of the Contract but shall not extend to anyinformation, which is in or comes into the public domain other than as a result of yourbreach of this condition.
11.5 Any addresses such as email addresses, IP addresses and domain names assigned to you by TimeTalkare and shall remain the sole property of TimeTalk. Unless we have agreed otherwise in writing, you will not be entitled to a dedicated IP address.
Software and Intellectual Property Rights. 8.1 The Purchaser acknowledges and agrees that, as between the Parties, the Contractor and/or its licensors own all Intellectual Property Rights in all materials connected with the Managed Service and in any material developed or produced in connection with this agreement by the Contractor, its officers, employees, subcontractors or agents.
8.2 The Purchaser shall own and retain all rights, title and interest in and to the Purchaser Data. The Contractor shall have no rights to access, use or modify the Purchaser Data other than strictly in the performance of its obligations and otherwise unless it has the prior written consent of the Purchaser.
8.3 The Purchaser shall own and retain all rights, title and interest in and to all bespoke deliverables and all other reports, documents, materials, techniques, ideas, concepts, trade marks, know-how, algorithms, software, computer code, routines or subroutines, specifications, plans, notes, drawings, designs, pictures, images, text, audio-visual works, inventions, data, information and other items, expressions, works of authorship or work product of any kind that are:
8.3.1 authored, produced, created, conceived, collected, developed, discovered or made by the Contractor on a bespoke basis for the Purchaser, including any and all Intellectual Property Rights therein (collectively, “Work Product”); and
8.3.2 provided by any supplier (other than the Contractor), consultant, contractor, advisor or any other third party engaged by the Purchaser in relation to the Services, the Premises Site or its business requirements.
8.4 To the extent applicable, the Purchaser shall be deemed to be the "author" of all Work Product. The Contractor hereby waives any and all moral rights (including any rights of attribution) in and to the Work Product. To the extent that any Intellectual Property Rights in the Work Product do not automatically vest in the Purchaser, the Contractor hereby assigns absolutely [with full title guarantee] to the Purchaser all rights, title and interest that the Contractor may have or may hereafter acquire in all Work Product, including all Intellectual Property Rights therein.
8.5 At the Purchaser's cost and expense, the Contractor shall execute all documents and take all actions necessary or reasonably requested by the Purchaser to document, obtain, maintain, perfect or assign its rights to the Work Product. The Contractor shall also cause its employees, agents and subcontractors to execute such documents...
Software and Intellectual Property Rights. The Parties’ respective rights, obligations and liabilities in relation to Software and any other Intellectual Property Rights used and/or created in connection with the System, the Services and/or this Agreement are set out in Schedule Part 6 (Software and Intellectual Property Rights).
Software and Intellectual Property Rights. 5.6.1. Masergy may make certain Software (as defined below) available to Customer in connection with its CC Service. Customer’s use of this Software is subject to any software license terms that Customer may be required to consent to as a condition to using the Software.
5.6.2. The firmware, plug-ins and software included in or associated with any Masergy provided equipment or Services, all updates, upgrades, patches, and bug fixes thereto (collectively, the “Software”), and all intellectual property rights therein, are owned by Masergy or its suppliers or licensors (each of such suppliers and licensors shall be referred to herein as a “Licensor”).
5.6.3. Customer agrees and acknowledges that (i) in order to utilize some Services or portions thereof or access its data, applications, devices and network (collectively, the “Resources”), Customer may be required to first download, or to permit to be downloaded, Software; (ii) the IT environment is very dynamic and always changing with updates and upgrades to hardware, application software, firmware, operating systems, etc.; (iii) any device onto which such Software cannot be downloaded, or does not otherwise function properly, may be unable to utilize some or all of the Services or access some or all of the Resources; (iv) downloading and installing any Software will require system memory, disk space and may negatively impact the processing speed of Customer’s Resources for which neither Masergy, nor Licensor will be liable, unless due to the negligence or willful misconduct of Masergy or Licensor; (v) it is responsible for taking appropriate steps to safeguard its Resources; (vi) it will not reproduce, modify, distribute, publicly display, or reverse engineer, decompile or otherwise attempt to discover the source code for the Software, or otherwise infringe upon the intellectual property rights of its respective owner; and (vii) changes to any other software, hardware or the combination thereof associated with the Services by Customer may render partially or fully unavailable the Service that was previously available.
Software and Intellectual Property Rights. 9.1. Avangrid shall retain all of its ownership interest in Intellectual Property in any materials, specifications, designs, programs, reports and any other documentation created by any member of the Avangrid Group or for any member of the Avangrid Group by third parties. Company shall own those copies of any reports, produced and furnished to Company by Supplier (“Reports”), and Company is hereby granted, under Supplier's copyrights, the perpetual, non-exclusive, personal and non-transferable right to reproduce and modify Reports for Company's own internal business purposes. For avoidance of doubt, “internal business purposes” exclude public distribution, resale to third parties and revenue generation purposes.
9.2. Supplier and its suppliers shall retain all of their ownership interest in Intellectual Property in any materials, specifications, designs, programs, reports and any other documentation created by Supplier or its associate members and its suppliers prior to the date of this Agreement or independently of this Agreement (collectively "Supplier Pre-existing Materials").
9.3. Supplier hereby grants, or shall procure the grant of, a non-exclusive, non-transferable right for Company and or any relevant member of the Avangrid Group to use those Supplier Pre- existing Materials which are provided to Company and/or any relevant member of the Avangrid Group pursuant to this Agreement for the sole purpose of, and solely to the extent reasonably necessary for, using the Services.
9.4. In no event shall a Party's name and/or logo or the name and/or logo of its Affiliates be used, whether written or verbal, duplicated, reproduced by any means whatsoever without the prior written permission of such Party. DocuSign Envelope ID: 083E596C-A8BB-4538-ACC3-D33FD387A39B SECTION G - ACCESS TO PREMISES, HEALTH AND SAFETY AND ENVIRONMENT
Software and Intellectual Property Rights. Section 2.14 of the Disclosure Schedule describes the trademark and service mark xxxistrations and applications, unregistered trademarks and service marks, patents, patent applications, copyright registrations and copyright applications that are used in the conduct of the Business and are material to the operation of the Business, and the product name of the Software licensed, maintained or under development by the Acquired Companies that are material to the Business. The Acquired Companies own and possess all right, title and interest in, or hold a valid license (pursuant to license agreements identified in the Disclosure Schedule or falling below the required thresholds in the Disclosure Schedule) to, the Intellectual Property Rights and the Software set forth in Section 2.14 of the Disclosure Schedule, except where the failure to own or possess such right would not result in a Material Adverse Effect. Except as disclosed in Section 2.14(b) of the Disclosure Schedule, neither of the Acquired Companies have received any written notice of any infringement, misappropriation or violation of any Software or Intellectual Property Rights of any other person or entity, and, to the Knowledge of the Acquired Companies, no such infringement, misappropriation or violation has occurred. To the Knowledge of the Acquired Companies, no person or entity has infringed or misappropriated any of either Acquired Companies' Software or Intellectual Property Rights set forth in Section 2.14 of the Disclosure Schedule. To the Knowledge of the Acquired Companies, each has the right, free and clear of any material Liens, to use, modify, create derivative works for and otherwise exploit all of the Software and Intellectual Property Rights described in Section 2.14(b) of the Disclosure Schedule, other than the Software and Intellectual Property Rights identified in Section 2.14 of the Disclosure Schedule as being licensed or otherwise subject to third party rights pursuant to an agreement and other than such Software and Intellectual Property Rights licensed or otherwise subject to third party rights pursuant to an agreement that falls below the required thresholds in the Disclosure Schedule. Since its Date of Acquisition, each the of the Acquired Companies has used reasonable measures to maintain its proprietary Software as a trade secret and has a general practice of imposing reasonable confidentiality restrictions on its customers and employees.
Software and Intellectual Property Rights a. All patents, trademarks, service marks, or business names, registered designs, copyrights, design rights, utility models, topography rights, applications to register any of the aforementioned rights, trade secrets, specifications, drawings, technical information, know-how and rights of confidence and any other intellectual or industrial property rights of any nature whatsoever in any part of the world (“IPR”) arising under this Agreement, except to the extent that they comprise or incorporate IPR supplied by Customer, shall, as between the Parties, vest in and be owned by L3Harris absolutely and Customer shall acquire no right, title, or interest therein.
b. Any computer program, firmware, or other software forming part of the Equipment or supplied by L3Harris to Customer pursuant to this Agreement shall remain the exclusive property of L3Harris (or its licensee) and such software shall, unless otherwise agreed in writing, be licensed to Customer under the license terms applicable to the Equipment, software, or systems to which they relate.
c. Unless otherwise indicated, information provided to Customer via Tech-Link is copyrighted by and proprietary to L3Harris and may not be copied, reproduced, transmitted, displayed, performed, distributed, sublicensed, altered, stored for subsequent use, or otherwise used in whole or in part in any manner without L3Harris' prior written consent.
d. All Software Updates and Security Updates shall be made available to Customer Point of Contact. In addition, each Software Update shall contain at least one (1) set of Software Release Notes. In the event any software media incurs damage while being made available from L3Harris to Customer Point of Contact, then L3Harris shall provide replacements to Customer at no additional charge.
e. Customer agrees that if it makes any backup copies of any Software Update supplied by L3Harris, Customer will reproduce any copyright notice and/or proprietary notice appearing on and/or in such Software Update and will label all copies with all information, including part numbers and revision levels, provided on the original set of media provided by L3Harris. Nothing herein grants Customer any right to sublicense any software included in a Designated System or to distribute copies to any other person or entity, and such sublicensing and distribution is expressly prohibited.
f. Customer agrees not to modify, enhance or otherwise alter any Software Update unless specifically authorized in t...
Software and Intellectual Property Rights. No title or ownership of software supplied or made available by CHANGE CONNECT to the Customer shall be transferred to the Customer. Software is licensed, not sold.