TITLE AND COPYRIGHT Clause Samples

TITLE AND COPYRIGHT. Licensor represents and warrants to Licensee that Licensor is the owner and holder of all rights, titles and interests in and to the Product, free and clear of all liens, charges, encumbrances, equities and claims of third parties of any description. There are no facts or alleged facts known to Licensor which would reasonably serve as a basis for any claim that Licensor does not have the right to grant the rights and licenses provided for herein. As between Licensor and Licensee, Licensee acknowledges and agrees that, except as and to the extent otherwise agreed in writing between the parties, all title and copyrights in and to the Product, are and will remain, are and will remain the property of the Licensor and/or its affiliates and suppliers, and are protected by applicable copyright laws, and applicable international copyright treaties, and that Licensor neither grants hereby nor otherwise transfers hereby any rights of ownership therein to Licensee or to any third party. Licensee will not claim or assert title to or ownership of the Product except pursuant to a written agreement expressly entitling Licensee to claim or assert such title or ownership. This Agreement, when executed and delivered by Licensor and Licensee, will constitute the valid and legally binding obligation of Licensor, legally enforceable against Licensor in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the rights of creditors generally, limitations imposed by applicable law or equitable principles upon the specific enforceability of any of the remedies, covenants or other provisions of this Agreement, and upon the availability of injunctive relief or other equitable remedies.

TITLE AND COPYRIGHT. Licensor represents and warrants that it has the full rights to license the Product to Licensee and to perform its obligations under this Agreement. All title and copyrights and other industrial, intellectual and marketing rights in and to the Product, including but not limited to all modifications thereto made by or for any person, are owned by Licensor and/or its affiliates and licensors, and are protected by both United States copyright law and applicable international copyright treaties. Licensee agrees not to claim or assert title to or ownership of the Product. Except as expressly set forth herein, Licensee may copy the Product only for backup or archival purposes, and for no other purpose. Licensee will not remove or alter any copyright or proprietary notice from copies of the Product, and copies made by or for Licensee shall bear all copyright, trade secret, trademark and any other intellectual property right notices on the original copies. All rights not specifically granted to licensee herein are retained by Embarcadero.

TITLE AND COPYRIGHT a) Title to and ownership of the Goods shall pass to PERI at the time of delivery of the Goods to the place specified in the Agreement; or if performance tests or trials conducted by PERI are provided for in the Agreement, at the time of acceptance of the Goods by ▇▇▇▇. Supplier bears all risk of loss and damage to the Goods until that transfer of title and ownership takes place. b) Supplier warrants that the Goods, any materials, process or know-how used for their design, manufacture, packaging, use instructions, distribution, assembly, installation, testing, delivery and sale, the possession, use and resale of the Goods, and the rendering of the Services will not infringe any patent, trade mark, industrial design, copyright or other intellectual property right or any other rights or interests of any third party in or outside Canada; that it has paid and will pay all license fees, royalties and similar expenses that may be due to third parties in connection with the Goods and Services, unless otherwise specified in the Agreement; that PERI will have the right to use all software accompanying the Goods; and that PERI has the right to pass on to third parties its rights and interests in the Goods and Services within the framework of ordinary business transactions and sales. c) Supplier warrants that it has the right to sell the Goods and to provide the Services in accordance with the Agreement. It will convey to PERI good and marketable title to the Goods; and it will deliver to PERI all Goods and Services free and clear of all Encumbrances. d) If any Encumbrances are held or asserted, including any liens of subcontractors, suppliers, workers, or other persons providing goods or services in connection with the Agreement, Supplier is responsible to obtain the release of those Encumbrances at its sole expense and forthwith. Supplier will be responsible for ▇▇▇▇’s damages in this regard.

TITLE AND COPYRIGHT. (a) No title or rights of ownership, copyright or any other intellectual property in the Software is or will be transferred to the Customer; (b) The Customer understands that the Software contains proprietary information and agrees that except in accordance with an express written authority signed by an authorised signatory of the Supplier, it will not provide or otherwise make any of the Software and/ or related documentation available for any reason other than the Customer’s business to any other person, firm, company or organisation; (c) Copyright subsists in the Software whether printed or stored magnetically and the Customer will not delete any proprietary marks on the Software; (d) The Customer will ensure that all of its relevant employees and sub-contractors are advised that the Software constitutes confidential information and that all intellectual property rights in it are the property of the Supplier, and the Customer will use all reasonable endeavours to ensure that its employees comply with all of the terms and conditions of this Agreement; (e) The Customer agrees to indemnify the Supplier in respect of any losses or expenses incurred by the Supplier as a result of the unauthorised use of the Software by any third party, whether through misuse of the Software code by the Customer any other breach by the Customer of this Agreement or through the negligence of the Customer or through any other cause.

TITLE AND COPYRIGHT. This Agreement confers no ownership rights to Customer and is not a sale of any rights in the Software, the Documentation, or the media on which either is recorded or printed. Customer does not acquire any rights, express or implied, in the Software or the Documentation, other than those rights as a licensee specified in this Agreement. All Software and Documentation furnished by SailPoint, and all copies thereof made by Customer and all compilations, derivative products, programmatic extensions, patches, revisions, and updates made by either party, and any, patent rights, copyrights, trade secrets, trademarks, trade names, service marks, designs or design marks or proprietary inventions, designs and information included within any of the items described above are and shall remain the property of SailPoint or SailPoint's licensors, as applicable. Customer agrees not to claim or assert title to or ownership of the Software or the Documentation. Customer will not remove or alter any copyright or proprietary notice from copies of the Software or the Documentation and copies made by or for Customer shall bear all such copyright, trade secret, trademark and any other intellectual property right notices on the original copies.

TITLE AND COPYRIGHT. 7.1 No title or rights of ownership in any Intellectual Property Rights or otherwise in the Software are or will be transferred to the Customer. 7.2 Title in and to the Software, additions, modifications to or derivative works of the Software created by Alterian (▇▇▇▇▇) Ltd. or Customer, including but not limited to, all copyright, patent, trade secret rights, and Intellectual Property Rights shall remain in and with Alterian (▇▇▇▇▇) Ltd. 7.3 The Customer understands that the Software contain proprietary and confidential information and agrees that except with Alterian (▇▇▇▇▇) Ltd.‟s prior consent, Customer will not provide or otherwise disclose or make any of the Software available for any reason to any other person, firm, company or organization.

TITLE AND COPYRIGHT. The User shall acquire no interest or title to any MLS® information or materials derived from the Board. The User acknowledges that title to and all property rights in the MLS® information are vested in the Board. The User shall comply with, observe and be bound by all restrictions, copyright notice or other limitations on access to the MLS® information and use thereof.

TITLE AND COPYRIGHT. Artist warrants that the Work is and will be the result of the artistic efforts of Artist and that, unless otherwise stipulated herein, as of completion of the Work, the Work is unique, an edition of one, and does not infringe on any copyright. Artist shall deliver the Work free and clear of all liens, claims and other encumbrances arising from the acts of Artist and shall furnish an affidavit to this effect in the form attached as Exhibit A. Title to the Work shall vest in University at the time of the final acceptance by University. University may additionally select, and Artist shall convey to University, at no additional cost to University, one (1) of the original drawings, designs, maquettes or models of the Work submitted as part of the Plan to be used by University solely for exhibition. All other studies, drawings, designs, maquettes and models prepared by Artist will be returned to Artist and will belong to Artist. Artist grants to University and its assigns an irrevocable license to make two dimensional reproductions of the Work for non-commercial purposes, including for brochures, marketing materials and catalogues or similar publications. All reproductions by University must contain a credit to Artist and a copyright notice in substantially the following form: “[{insert artist’s name}, {insert year of completion}].”
Artist retains all rights of copyright to the Work except as limited by this Agreement. In view of the intention that the Work must be unique, Artist shall not make any reproductions of the final Work in any form, nor shall Artist grant permission to others to do so, except with the prior written permission of University. In every public showing of reproductions of the Work in any form, Artist shall ensure that credit is given in substantially the following form: “An original work commissioned by the State of Florida Council on Arts and Culture for the University of Florida, Gainesville, Florida.” Artist shall, at Artist’s expense, register a Copyright in the Work with the United States Register of Copyrights.

TITLE AND COPYRIGHT. Licensor represents and warrants that it has the full rights to license the Product to Licensee and to perform its obligations under this Agreement. All title and copyrights and other industrial, intellectual and marketing rights in and to the Product, including but not limited to all modifications thereto made by or for any person, are owned by Licensor and/or its affiliates and