Software Intellectual Property Sample Clauses
The Software Intellectual Property clause defines the ownership and rights related to any software developed, used, or provided under the agreement. It typically specifies whether intellectual property rights, such as copyrights or patents, remain with the developer, are transferred to the client, or are shared, and may outline any licenses granted for use of the software. This clause ensures clarity over who controls the software and its underlying code, helping to prevent disputes over usage rights and future development.
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Software Intellectual Property a. all software programs (including all source code, object code and all related applications and data files), whether now owned, upgraded, enhanced, licensed or leased or hereafter acquired by the Company, above;
b. all computers and electronic data processing hardware and firmware associated therewith;
c. all documentation (including flow charts, logic diagrams, manuals, guides and specifications) with respect to such software, hardware and firmware described in the preceding clauses (a) and (b); and
d. all rights with respect to all of the foregoing, including, without limitation, any and all upgrades, modifications, copyrights, licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications and substitutions, replacements, additions, or model conversions of any of the foregoing.
Software Intellectual Property. Except for those expressly granted in this Agreement, Honeywell and its Affiliates and licensors own and reserve all intellectual property rights in and to the Software, the Documentation and all of their derivative works, modifications and improvements. The Documentation, Software and operation and performance of the Software constitute Honeywell’s Confidential Information.
Software Intellectual Property. (a) Schedule 5.9(a) sets forth a list of all registrations and applications for registration of any Mediasite Intellectual Property, including, for each item listed, the record owner, jurisdiction and issuance, registration or application number and date, as applicable, of such item. All registrations set forth on Schedule 5.9(a) are, in all material respects, valid and in force, and all applications set forth on Schedule 5.9(a) are pending and in good standing.
(b) Each Mediasite Company, as applicable, owns or has a valid right to use in the manner currently used all Mediasite Intellectual Property (including all Intellectual Property rights pertaining to the Seller Software) that is used in the Mediasite Business as currently conducted.
(c) Except as set forth on Schedule 5.9(c), no Mediasite Company has received any written notice from any Person (i) alleging that the conduct of the Mediasite Business as currently conducted infringes, constitutes a misappropriation of or violates any Intellectual Property of any Person or (ii) challenging the ownership by a Mediasite Company of or the validity or enforceability of any Mediasite Intellectual Property, in each case, that would reasonably be expected to be material to the Mediasite Business. Except as set forth on Schedule 5.9(c), neither the conduct of the Mediasite Business as currently conducted nor the development, operation, marketing or sale of any and all products sold or used in connection with the Mediasite Business infringes, misappropriates or violates any Intellectual Property of any other Person.
(d) To the Knowledge of Sellers, and except as set forth on Schedule 5.9(d), no other Person has infringed, misappropriated or violated any Mediasite Intellectual Property.
(e) Except as would not have a Material Adverse Effect, each Mediasite Company has used reasonable efforts to protect the confidentiality of all trade secrets and know-how included in the Mediasite Intellectual Property.
(f) Except as set forth on Schedule 5.9(f), no Mediasite Company has licensed or provided to any Person, or allowed any Person to access or use, any source code for any material (x) Purchased Software or (y) Software owned by a Transferred Company (collectively, the "Mediasite Software"), other than employees, contractors and consultants of a Seller or any of its Subsidiaries that have confidentiality obligations to such Seller or one of its Subsidiaries with respect to such source code.
Software Intellectual Property. (a) Schedule 3.12(a) hereto lists all material software (whether owned by the Sellers or licensed from a third party) that is currently used by the Sellers in the conduct of the Business, other than the Installed Commercial Software and software related to Overhead and Shared Services.
(b) To the Knowledge of the Sellers, (i) each of the Sellers has the right to use and exploit the Assets in connection with and to conduct the Business as currently conducted by the Sellers without infringing upon or otherwise violating in any material respect the intellectual property rights of any other Person, and (ii) no consent, approval or authorization of any other Person will be required for the use or exploitation of the Assets (other than any electronic copies of software provided pursuant to Section 1.01(a)(xiii)) or the conduct of the Business by the Purchaser after the Closing Date. There is no Claim pending or, to the Knowledge of the Sellers, threatened against any of the Sellers that the use or exploitation of the Assets by the Sellers or the conduct of the Business by the Sellers infringes upon or otherwise violates the intellectual property rights of any other Person in any material respect.
Software Intellectual Property. Our Professional Services are usually rendered in connection with software or Software-as-a-Service products (“Software“), which are subject to completely separate agreements and contracts. The Software and all accompanying mate- rials such as documentation, logos, designs etc., are at all times the sole and exclusive property of ourselves and our licensors or sub- contractors. Unless expressly stated otherwise in these separate Software agreements we do not grant you any intellectual property rights in or to such software and accompanying materials.
Software Intellectual Property