The Intellectual Property. In connection with this Agreement and the performance of the Services, the Employee acknowledges that there may exist now or may exist in the future trade secrets, confidential information, technical information, know-how, inventions, patents, discoveries (whether or not patentable), copyrights, trademarks, service marks, techniques, data, systems, methods, processes, improvements, developments, enhancements, and modifications, whether oral or written, or in recorded form, tangible or intangible, and other proprietary rights, which are or may be conceived, developed, designed or otherwise created, modified or improved by the Employee, in whole or in part, or which the Employee may receive, produce, obtain, or learn about, in whole or in part, in connection with the performance of the Services or relating in any way or manner to, or arising out of, the Business and the operations of the Company during the term of this Agreement, or which the Employee may develop or make from or by reason of knowledge gained from employment (collectively, the "INTELLECTUAL PROPERTY"). The Employee agrees that all rights, title and interest in and to the Intellectual Property shall belong to the Company and shall be considered as "work made for hire". The Employee shall make prompt and complete disclosure from time to time to the Company of all Intellectual Property developed by the Employee, either solely or in conjunction with others.
The Intellectual Property. In connection with this Employment Agreement and the performance of the Services provided by the Executive, the Executive acknowledges that there may exist now or may exist in the future trade secrets, confidential information, technical information, know-how, inventions, patents, discoveries (whether or not patentable), copyrights, trademarks, service marks, techniques, data, systems, methods, processes, improvements, developments, enhancements and modifications, whether oral or written, or in recorded form, tangible or intangible, and other proprietary rights conceived, developed, designed or otherwise created, modified improved by the Executive, in whole or in part, or which the Executive or the Executive may receive, produce, obtain, or learn about, in whole or in part, in connection with the performance of the Services or relating in any way or manner to, or arising out of, the business and operations of the Company during the Employment Period (collectively, the "INTELLECTUAL PROPERTY"). The Executive agrees that all rights, title and interest in and to the Intellectual Property shall belong to the Company. The Executive shall make prompt and complete disclosure from time to time to the Company of all Intellectual Property developed by the Executive or the Executive, either solely or in conjunction with others.
The Intellectual Property. J Net and InterWorld agree that, for purposes of this Assignment, Intellectual Property of InterWorld shall mean all (A) patents and pending patent applications together with any and all continuations, divisions, reissues, extensions and renewals thereof, (B) trade secrets, know-how, inventions, formulae and processes, whether trade secrets or not, (C) trade names, trademarks, service names, service marks, logos, assumed names, internet domain names, brand names and all registrations and applications therefor together with the goodwill of the business symbolized thereby, including but not limited to those identified on Schedule A attached hereto, (D) any copyrights, registrations and applications therefor, (E) assignable technology rights and licenses, and (F) assignable computer software and any similar type of proprietary intellectual property rights, in each case which is owned or licensed by either InterWorld, or any of InterWorld's affiliates, and used or held for use primarily in the business.
The Intellectual Property. In connection with this Agreement and --------------------------- the performance of the Services, the Parties acknowledge that there may exist now or may exist in the future trade secrets, confidential information, technical information, know-how, inventions, patents, discoveries (whether or not patentable), copyrights, trademarks, service marks, techniques, data, systems, methods, processes, improvements, developments, enhancements, and modifications, whether oral or written, or in recorded form, tangible or intangible, and other proprietary rights conceived, developed, designed or otherwise created, modified or improved by the Consultants, in whole or in part, or which the Consultants may receive, produce, obtain, or learn about, in whole or in part, in connection with the performance of the Services or relating in any way or manner to, or arising out of, the Business and the operations of the Company during the Engagement Period (collectively, the "INTELLECTUAL PROPERTY"). The Provider and Consultants agree that all rights, title and interest in and to the Intellectual Property shall belong solely to the Company. Further, they shall make prompt and complete disclosure from time to time to the Company of all Intellectual Property developed by them, either solely or in conjunction with others.
The Intellectual Property. The Seller covenants and agrees that it will not, and will cause its agents, affiliates, advisors, directors, officers and employees (collectively, "Representatives") not to, at any time, without the prior written consent of Niagara, use or disclose any Company Information, except to employees and other authorized Representatives of Niagara or the Buyer; provided, however, that Company Information shall not include any information which (i) was or becomes generally available to or known by the public (other than as a result of a disclosure directly or indirectly by the Seller or its Representatives) or (ii) is available to the Seller on a non- confidential basis from a source other than Niagara, the Buyer or their Representatives; provided, further, however, that the Seller may use or disclose Company Information to the extent (i) required by Law and (ii) necessary in connection with its Tax filing obligations. In the event that the Seller or any of its Representatives are legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or otherwise) to disclose any Company Information, such Person shall provide Niagara and the Buyer with prompt prior written notice of such demand so that Niagara or the Buyer may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 4.4(a). If a protective order or other remedy is not obtained and Niagara has not waived compliance with these provisions, the Seller or its Representatives, as the case may be, shall furnish only that portion of such Company Information which it is advised by its legal counsel is legally required to be disclosed.
The Intellectual Property. Rights in the Software and the Tools are, and shall remain, the property of Benefex and Benefex reserves the right to grant a licence to use the Software and the Tools to any other party or parties.
The Intellectual Property. 1.1.1 Upon the terms and conditions hereinafter set forth, Party A hereby agrees to grant and Party B hereby agree to accept the right to use the intellectual property in PRC. The license under this Agreement is a non-exclusive, non-assignable and non-transferable license.
1.1.2 Party A owns the sole and exclusive right of the intellectual property, including any improvement, upgrades and derived products, no matter whether such products are created by Party A or Party B. The right and obligation under 1.1.2 of this article shall survive upon termination of this Agreement.
The Intellectual Property. 11.1 Purepac shall observe and comply with all reasonable requirements, procedures and directions prescribed by Alpharma with respect to the use and safeguarding of the Intellectual Property. Purepac agrees that unless authorized or required by Alpharma, it will not make or authorize to be made, any use, directly or indirectly, of the Intellectual Property in connection with any articles of any description other than the Products, or in any manner other than as provided for herein.
11.2 Purepac shall in no way represent that it has any ownership in the Intellectual Property and specifically acknowledges that any use of said Intellectual Property during the term of this Agreement has not created and will not hereafter create any right, title or interest therein or thereto other than as provided for in this Agreement. Purepac agrees that it shall at no time during the Term adopt, use, register, purchase or otherwise acquire, without Alpharma's prior written consent, any word, trademark or commercial name which is the same as or confusingly similar to the Trademarks owned or used by Alpharma and that it shall not use any of the Trademarks as a corporate name. For the avoidance of doubt, the previous sentence shall not apply where Purepac's use of a trademark, commercial name or corporate name occurs prior to the use by Alpharma of a Trademark with respect to a Derivative.
11.3 If Purepac becomes aware of (i) the fraudulent imitation of any Product or the infringement or potential infringement or violation of the Intellectual Property; or (ii) any claim that the Manufacture, use or sale of any Product infringes or violates any trademark, the patent or know-how rights of any third party, Purepac shall immediately notify Alpharma and shall assist Alpharma or its authorized representative with respect thereto at the cost of Alpharma. Purepac shall take no steps nor initiate any action to suppress any infringement or violation of the Intellectual Property without Alpharma's prior written authorization. Purepac shall be guided in its actions with respect thereto by the instructions issued by Alpharma. Participation in an action by Purepac at Alpharma's request shall be at Alpharma's sole expense unless the infringement is found to be the fault of Purepac in which case Purepac shall bear the associated expenses.
11.4 Alpharma shall pay the fees necessary to maintain in force the Patents and Trademarks and shall pay the legal fees and incidental expenses arising from...
The Intellectual Property. All trademarks, trademark rights, licenses, inventions, processes, specifications, know-how, trade secrets, goodwill and copyrights, which are currently owned by Aesgen and used exclusively in connection with the Products and set forth on Schedule 2.1.3.
The Intellectual Property. For purposes of this Agreement, the Intellectual Property shall mean: all data, documentation, technology and all information relating thereto that has been designed, developed, maintained or that has otherwise been created by Seller or Seller's employees and agents relating to Seller's system for the manufacture of insulated concrete form wall forming, including, but not limited to all: design drawings; material specifications; mould design; production equipment specifications and computer performance analysis, all of which are incorporated herein by reference and form a part of this Agreement.
