Software Ownership and Limited Rights Sample Clauses

Software Ownership and Limited Rights. The Software, SAP Materials, and all Intellectual Property Rights embodied in the foregoing, shall be the sole and exclusive property of SAP, SAP SE or its SAP Affiliates , or its or their licensors, subject to any rights expressly granted to Provider in Section 8 hereof. Except for Modifications and Add-ons authorized under this Agreement, Provider is not permitted to create derivative works of the Software or SAP Materials. Any such unauthorized works developed by Provider, and any Intellectual Property Rights embodied therein, shall be the sole and exclusive property of SAP, SAP SE or any of its SAP Affiliates, as applicable, and Provider hereby assigns all rights in them (including moral rights) to such SAP entity. To the extent Intellectual Property Rights are not eligible to be transferred by operation of the law, SAP, SAP SE or any of its SAP Affiliates shall be granted exclusive rights to use to the widest extent lawfully possible. All rights in and to the Software and SAP Materials not expressly granted in this Agreement are reserved by SAP. Provider shall use commercially reasonable efforts to ensure that no Customer is violating the terms of its Customer Service Agreement, including without limitation ensuring that the use of the Software by its Customers has not exceeded the agreed Licensed Level. In the event Provider becomes aware that any Customer is violating its Customer Service Agreement in relation to the Software or any SAP Materials, Provider shall promptly notify SAP of such. Provider shall reasonably cooperate with SAP to enforce the terms of any such Customer Services Agreement with a Customer.
Sample 1Sample 2Sample 3See All (40)
AutoNDA by SimpleDocs
Software Ownership and Limited Rights. The Software, SAP Materials, and all Intellectual Property Rights embodied in the foregoing, shall be the sole and exclusive property of SAP, SAP SE or its SAP Affiliates , or its or their licensors, subject to any rights expressly granted to Provider in Section 8 hereof. Except for Modifications and Add-ons authorized under this Agreement, Provider is not permitted to create derivative works of the Software or SAP Materials. Any such unauthorized works developed by Provider, and any Intellectual Property Rights embodied therein, shall be the sole and exclusive property of SAP, SAP SE or any of its SAP Affiliates, as applicable, and Provider hereby assigns all rights in them (including moral rights) to such SAP entity. To the extent Intellectual Property Rights are not eligible to be transferred by operation of the law, SAP, SAP SE or any of its SAP Affiliates shall be granted exclusive rights to use to the widest extent lawfully possible. All rights in and to the Software and SAP Materials not expressly granted in this Agreement are reserved by SAP. Provider shall use commercially reasonable efforts to ensure that no Customer is violating the terms of its Customer Service Agreement, including without limitation ensuring that the use of the Software by its Customers has not exceeded the agreed Licensed Level. In the event Provider becomes aware that any Customer is violating its Customer Service Agreement in relation to the Software or any SAP Materials, Provider shall promptly notify SAP of such. Provider shall reasonably cooperate with SAP to enforce the terms of any such Customer Services Agreement with a Customer. 软件所有权和有限权利。除依据本协议第 8 节中明确授予提供商的任何权利，软件、SAP 材料及其中包含的所有知识产权均应为 SAP、SAP SE 及其关联企业或其许可方的唯一专有财产。除本协议项下授权的修改和增强模块以外，提供商不得制作软件或 SAP 材料的衍生作品。提供商开发的任何此类未经授权的作品以及其中包含的任何知识产权，均为 SAP、SAP SE 或其任何关联企业（视情况而定）的唯一专有财产，提供商特此将此类所有权利（包括著作人身权）转让给此类SAP 实体。如知识产权依照法律规定不能转让，则 SAP、SAP SE 或其任何关联企业应视为已被授予排他性权利，能够在法律允许的最大范围内使用此类知识产权。本协议中没有明确授予的软件和 SAP 材料的所有权利均由 SAP 保留。提供商应采取商业上合理的措施，确保客户不违反客户服务协议的条款，包括但不限于确保客户对软件的使用未超出约定的许可级别。提供商一旦发现任何客户违反与软件或任何 SAP 材料相关的客户服务协议，则应立即就此类行为通知 SAP。提供商应合理配合 SAP 执行与客户签署的任何此类客户服务协议的条款。
Sample 1See All (6)
Software Ownership and Limited Rights. The Software, SAP Materials, and all Intellectual Property Rights embodied in the foregoing, shall be the sole and exclusive property of SAP, SAP AG or its SAP Affiliates , or its or their licensors, subject to any rights expressly granted to Provider in Section 8 hereof. Except for Modifications and Add-ons authorized under this Agreement, Provider is not permitted to create derivative works of the Software or SAP Materials. Any such unauthorized works developed by Provider, and any Intellectual Property Rights embodied therein, shall be the sole and exclusive property of SAP, SAP AG or any of its SAP Affiliates, as applicable, and Provider hereby 8.1 SAP ;଎E࡛¢ ;º4 ¼ ½ଞ½ 4fl. SAP ;଎E࡛¢, SAP ࢕A ¼ º߾ Mଡ½ A÷ ए½ fl½4® SAP, SAP AG, SAP fi®k Ӗ÷ E kº܁ݛ ®fl࢕® ½™½, ™¤½ fl½ºØ, A ¼fl ½8࣏߾fl kº܁ݛ kࡈ4࢕߾ʯ ָfl½ºE ºØ½ A÷ 4flfl ½ࡈ¤flk. A fi®߾ fik q®½ ;Ⓑ ¼ ºEA¾ ½ª®», ½q࢕÷ SAP ;଎E࡛¢ Ӗ÷ SAP ࢕A® ½¾י¾ ¾Ⓑଟ ; ݡflk. ½q࢕߾ ®¾ fl¼½ º½ ½¾י ¼ º߾ Mଡ½ ए½ fl½4® SAP, SAP AG Ӗ÷ SAP fi®k(¾Ⓑfl÷ Ⓑº)® ½™½, ™¤½ fl½ºØ, ½q࢕÷ ¾Ⓑ SAP ®®߾ º߾ flଞ A÷ 4fl(ࢵ½®½4 Mଡ)… %Kଢflk. ए½ fl½4º ® ½ࡈ߾ ®¾ %K½ ; ÷ Ⓑº, SAP, SAP AG Ӗ÷ SAP assigns all rights in them (including moral rights) to such SAP entity. To the extent Intellectual Property Rights are not eligible to be transferred by operation of the law, SAP, SAP AG or any of its SAP Affiliates shall be granted exclusive rights to use to the widest extent lawfully possible. All rights in and to the Software and SAP Materials not expressly granted in this Agreement are reserved by SAP. Provider shall use commercially reasonable efforts to ensure that no Customer is violating the terms of its Customer Service Agreement, including without limitation ensuring that the use of the Software by its Customers has not exceeded the agreed Licensed Level. In the event Provider becomes aware that any Customer is violating its Customer Service Agreement in relation to the Software or any SAP Materials, Provider shall promptly notify SAP of such. Provider shall reasonably cooperate with SAP to enforce the terms of any such Customer Services Agreement with a Customer.
Sample 1

Related to Software Ownership and Limited Rights

  • Ownership and License 5.1 Unless otherwise specified in a SOW and except as provided in Section 5.2, Cisco is the sole and exclusive owner of all Deliverables and Supplier hereby irrevocably assigns and transfers to Cisco all of its worldwide right and title to, and interest in, the Deliverables, including all associated Intellectual Property Rights. 5.2 Unless otherwise specified in a SOW, each party owns all right, title, and interest in and to any of its Preexisting Materials. Supplier hereby grants Cisco a perpetual, irrevocable, worldwide, transferable, royalty-free, nonexclusive license, with the right to sublicense and authorize the granting of sublicenses, to use and reproduce Supplier's Preexisting Materials in the Deliverables to the extent necessary for Cisco’s exercise and exploitation of its rights in the Deliverables. 5.3 Unless otherwise specified in an SOW, Supplier will obtain and assign to Cisco a non- exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, sub-licensable license to use all Third Party Intellectual Property Rights incorporated into, required to use, or delivered with the Work. Supplier will deliver copies of the above releases and licenses to Cisco upon Xxxxx’s request.

  • Ownership and Licenses 54 Section 16.01 Property damage.....................................................................................................................55 Section 16.02 Risk of Loss.............................................................................................................................55 Section 16.03 Limitation of HHSC’s Liability..................................................................................................55 Section 17.01 Insurance Coverage................................................................................................................55 Section 17.02 Performance Bond..................................................................................................................57 Section 17.03 TDI Fidelity Bond.....................................................................................................................57

  • Ownership and Proprietary Rights Title, ownership rights and intellectual property rights to Software or to the Software and all patents, copyright, design rights, trade secrets and other proprietary rights in or related to the Software are and remain the exclusive property of Licensor and its suppliers. Licensee acknowledges such rights and will not take any action that jeopardizes such rights or acquire any rights except the limited use rights specified in this Agreement. The Software is protected by copyright and other intellectual property laws and international treaty provisions. The Licensee further acknowledges that in the course of its use of the Software, pursuant to the terms of this Agreement, that it may suggest modifications or improvements to the Software (“Modification(s)”). The Licensee expressly acknowledges the Licensor shall have the right to use these modifications and hereby grants the Licensor a non-exclusive, royalty-free, perpetual worldwide license to use or incorporate said Modification(s), in whole or in part, into the future development of any technology, including the Software. The Licensee expressly acknowledges that the Licensor is not obligated to provide the licensee with any form of compensation with respect to the use of the Modification(s).

  • Ownership and Confidentiality of Records The Transfer Agent agrees that all records prepared or maintained by it relating to the services to be performed by it under the terms of this Agreement are the property of the Company and may be inspected by the Company or any person retained by the Company at reasonable times. The Company and Transfer Agent agree to protect the confidentiality of those records.

  • Ownership and Rights a. Electronic Access, including any database, any software (including for the avoidance of doubt, Proprietary Software) and any proprietary data, processes, scripts, information, training materials, manuals or documentation made available as part of the Electronic Access (collectively, the “Information”), are the exclusive and confidential property of XXX Xxxxxx xxx/xx XXX Xxxxxx’s suppliers. You may not use or disclose the Information except as expressly authorized by these Terms and Conditions. You will, and will cause Users and Your third parties and their users, to keep the Information confidential by using the same care and discretion that You use with respect to Your own confidential information, but in no event less than reasonable care. b. The provisions of this paragraph will not affect the copyright status of any of the Information which may be copyrighted and will apply to all Information whether or not copyrighted. c. Nothing in these Terms and Conditions will be construed as giving You or Users any license or right to use the trade marks, logos and/or service marks of BNY Mellon, its affiliates, its Information Providers or BNY Mellon’s Suppliers. d. Any Intellectual Property Rights and any other rights or title not expressly granted to You or Users under these Terms and Conditions are reserved to BNY Mellon, its Information Providers and BNY Mellon’s Suppliers. “Intellectual Property Rights” includes all copyright, patents, trademarks and service marks, rights in designs, moral rights, rights in computer software, rights in databases and other protectable lists of information, rights in confidential information, trade secrets, inventions and know-how, trade and business names, domain names (including all extensions, revivals and renewals, where relevant) in each case whether registered or unregistered and applications for any of them and the goodwill attaching to any of them and any rights or forms of protection of a similar nature and having equivalent or similar effect to any of them which may subsist anywhere in the world.

  • Ownership and Confidentiality 3.1 Ownership. UP42 own all right, title, and interests in and to the PRODUCT, and all rights not expressly granted herein are reserved by UP42. If the PRODUCT or any portion are modified, merged, incorporated, or combined into any software, hardware, or other data, or are converted or translated into another data format, they shall continue to be subject to the rights and obligations of this LICENCE, and UP42 and/or its licensors and suppliers retain ownership of all such PRODUCT and all such portions. Licensee is prohibited from distributing the PRODUCT in any manner except as expressly permitted by this LICENCE. LICENSEE acknowledges and agrees that the foregoing license does not confer on Licensee any right, title or interest in any of UP42’s patents, licenses, trade secrets, trademarks or copyrighted material.

  • Ownership and License in Deliverables Unless otherwise specified in a specific Purchase Order concerning procurement of a SaaS product:

  • OWNERSHIP AND USE OF WORK PRODUCT All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced in whole or in part under this Agreement in connection with the performance of the Required Services (collectively “Work Product”) shall be the sole and exclusive property of City. No such Work Product shall be subject to private use, copyrights or patent rights by Consultant in the United States or in any other country without the express, prior written consent of City. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use, copyright or patent, in whole or in part, any such Work Product, without requiring any permission of Consultant, except as may be limited by the provisions of the Public Records Act or expressly prohibited by other applicable laws. With respect to computer files containing data generated as Work Product, Consultant shall make available to City, upon reasonable written request by City, the necessary functional computer software and hardware for purposes of accessing, compiling, transferring and printing computer files.

  • Ownership and Transfer of Shares The Trust or a transfer or similar agent for the Trust shall maintain a register containing the names and addresses of the Shareholders of each Series and Class thereof, the number of Shares of each Series and Class held by such Shareholders, and a record of all Share transfers. The register shall be conclusive as to the identity of Shareholders of record and the number of Shares held by them from time to time. The Trustees may authorize the issuance of certificates representing Shares and adopt rules governing their use. The Trustees may make rules governing the transfer of Shares, whether or not represented by certificates. Except as otherwise provided by the Trustees, Shares shall be transferable on the books of the Trust only by the record holder thereof or by his duly authorized agent upon delivery to the Trustees or the Trust's transfer agent of a duly executed instrument of transfer, together with a Share certificate if one is outstanding, and such evidence or the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees. Upon such delivery, and subject to any further requirements specified by the Trustees or contained in the By-laws, the transfer shall be recorded on the books of the Trust. Until a transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor the Trust, nor any transfer agent or registrar or any officer, employee or agent of the Trust, shall be affected by any notice of a proposed transfer.

  • Ownership and Use (A) Unless CITY states otherwise in writing, each document— including, but not limited to, each report, draft, record, drawing, or specification (collectively, “work product”)— that CONSULTANT prepares, reproduces, or causes its preparation or reproduction for this Agreement is CITY’s exclusive property. (B) CONSULTANT acknowledges that its use of the work product is limited to the purposes contemplated by the Scope of Work. CONSULTANT makes no representation of the work product’s application to, or suitability for use in, circumstances not contemplated by the Scope of Work.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!