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 by or 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 and documentation 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 other person 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 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 TimeTalk are 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. 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. 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. 10.1. No title or ownership of software supplied or made available by CVD to the Customer shall be transferred to the Customer. Software is licensed, not sold.
10.2. CVD warrants that all Intellectual Property Rights in or arising out of or in connection with the Services, Equipment or any works which are created by CVD shall be owned by CVD or its licensors.
10.3. The Customer acknowledges that the Intellectual Property Rights in any software supplied by CVD shall at all times and for all purposes vest and remain vested in the third party owner of such software. It is the Customer’s sole responsibility at its sole cost to comply with any terms and conditions of any licence attaching to the software supplied or made available by CVD or included with the Equipment. The Customer’s failure to comply with such terms could result in the Customer being refused a software licence or having it revoked by the owner of the Intellectual Property Rights, notwithstanding other remedies included in the relevant licence or by law.
10.4. The Customer agrees to indemnify and hold CVD harmless in respect of any costs, charges, damages, losses, expenses or other liability incurred by CVD as a result of any breach by the Customer of any applicable third party licence terms and conditions or failure to comply with the provisions of this clause 10.
10.5. The Customer agrees that any liability regarding breach of Intellectual Property Rights in the Equipment or Services originating from a third party shall be subject solely to the terms offered by such third party and that CVD shall have no liability to the Customer for third party Intellectual Property Right infringement claims in respect of such Equipment or Services.
10.6. CVD shall have no liability for Services performed in accordance with the Customer’s specific instructions. Further, in the event of a third party claim being made or suspected against CVD or the Customer, CVD shall have the right at its sole option and expense to either:
(a) modify or re-perform the Services so that they are non- infringing; or
(b) terminate the Customer’s right to use the relevant Services and refund the fees paid in respect thereof.
10.7. This clause 10 states CVD’s sole obligations and Customer’s sole remedies with respect to Intellectual Property Rights infringement claims against the Customer.
Software and Intellectual Property Rights. 8.1 If the SOW provides for the use of Software by the Client then TES hereby grants to the Client during the continuance in force of this Agreement, a non-exclusive, non-transferable licence to use the Software solely for the purpose of the Client’s use of the Services to which the Software relates and for no other purpose. The licence provided in this clause 8.1 is subject to the terms and conditions that may be notified to the Client or in the absence of any such terms and conditions, to the following:
8.1.1 The Client may only use the Software as set out in this clause 8.1 and for no other purpose;
8.1.2 This licence is for the benefit of the Client only and unless otherwise agreed in writing by TES the Client shall not transfer or sub-licence the use of the Software;
8.1.3 TES provides no warranty or representation as to access or availability of the Software;
8.1.4 TES may restrict the Client’s access to the Software or revoke this licence at any time without notice to the Client; and
8.1.5 The Client agrees to comply with any reasonable instruction in relation to the use of the Software provided by TES from time to time.
8.2 Each party (the “Indemnifying Party”) will indemnify, and keep indemnified, the other party from and against all costs, expenses, liabilities, injuries, losses, damages, claims, demands, proceedings and judgments which the other party incurs or suffers in respect of or as a result of any claim or action that the use of the Intellectual Property Rights provided by, or on behalf of, the Indemnifying Party pursuant to this Agreement infringes any Intellectual Property Rights of any third party.
8.3 For the purpose of the indemnity provided by TES in accordance with clause 8.2, TES’ Intellectual Property Rights shall include the Software licensed to the Client in accordance with this Agreement but this indemnity obligation explicitly excludes any other software that may be used in the Services and TES provides no warranty and accepts no liability in respect of such software.
Software and Intellectual Property Rights. (a) Section 4.17(a) of the Company Disclosure Schedule contains a complete and accurate list of (i) all patents, registrations and applications for patents owned by the Company or its Subsidiaries (the “Company Patents”); (ii) all registrations and applications Table of Contents for registration in respect of Intellectual Property Rights owned and used by the Company or its Subsidiaries (other than the Company Patents); and (iii) all computer software owned by the Company or its Subsidiaries and that is currently (A) distributed or (B) maintained and supported by the Company or its Subsidiaries (“Company Owned Software”).
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.
