TITLE AND PROTECTION retains title to all portions of the Software and other Proprietary Materials and any copies thereof. The Proprietary Materials contain valuable proprietary information, and the Licensee shall not disclose them to anyone other than those of its employees or consultants under written nondisclosure obligations at least as restrictive as those contained in this Agreement, needing to know for purposes consistent with this Agreement. The Licensee shall be responsible for the compliance of such employees or consultants. The obligations outlined in this Section shall survive the termination of this Agreement.
TITLE AND PROTECTION. 4.1 PeopleSoft (or its third-party providers) retains title to all portions of the Software, derivative works, and any copies thereof. If Licensee creates a Software modification ("Licensee Modification"), Licensee shall have a perpetual, royalty-free license to use Licensee Modification in accordance with this Agreement. Licensee may, at its option, disclose Licensee Modification to PeopleSoft or PeopleSoft customers through PeopleSoft Customer Connection. PeopleSoft shall have no obligation to support Licensee Modification.
TITLE AND PROTECTION. NON-DISCLOSURE
6.1 PeopleSoft (or its third-party providers) retains title to all portions of the PeopleSoft Technology. Any modifications to the PeopleSoft Technology made by Momentum or any of its subcontractors (including PeopleSoft) to develop a Momentum Product in accordance with this Agreement shall be owned by PeopleSoft. PeopleSoft will not be obligated to make any royalty or other payments with respect to such PeopleSoft Technology or modifications.
TITLE AND PROTECTION. 4.1 The SAAS and Documentation contain valuable intellectual property rights and proprietary information. HEARTLAND (or its licensors) retains title to the SAAS and Documentation, and all copyright and other rights to all portions of the SAAS and Documentation, and all modifications and alterations thereto, and all copies thereof. CUSTOMER is not obligated to notify or disclose HEARTLAND of its modifications. Except as specified herein, CUSTOMER does not acquire any rights, express or implied, in the SAAS and Documentation, and has no right to commercialize or transfer any SAAS or Documentation, in whole or in part, or any modifications or alterations thereto. No license, right, or interest in any HEARTLAND trademark, trade name, or service xxxx is granted pursuant to this Agreement. CUSTOMER shall at its own expense take all reasonable actions necessary to require, insure, and verify that all Permitted Users and other persons having access to or dealing with the SAAS by reason of their SAAS use through CUSTOMER not infringe upon the rights of HEARTLAND and abide by the terms of this Agreement in the same manner as CUSTOMER is obligated to, and to cause any person who does so infringe to come into compliance herewith.
4.2 Title to the physical media for the SAAS and the Documentation vests in CUSTOMER upon HEARTLAND's shipment to CUSTOMER.
4.3 The SAAS was developed at private expense, is commercial, and is published and copyrighted. The SAAS may be transferred to the U.S. government only with the prior written consent of HEARTLAND and solely with "Restricted Rights" as that term is defined in FAR 52.227-19(c)(2) (or DFAR 252.227-202.32 (c)(1) if the transfer is to a defense-related agency) or subsequent citation. If CUSTOMER is an agency of the United States government or licensing the SAAS for operation on behalf of the United States government, the SAAS is licensed to CUSTOMER with rights no greater than those set forth in Federal Acquisition Regulation 52.227-19(c)(2) [or DFAR 252.227-7202.32 (c)(1) if the CUSTOMER is a defense- related agency] or subsequent citation.
TITLE AND PROTECTION. OF THE TRADEMARKS; USE OF THE TRADEMARKS....
TITLE AND PROTECTION a. Licensee acknowledges Nabisco's title to the IP and agrees that it shall not at any time knowingly do or suffer to be done any act or thing or undertake any action anywhere that in any manner might infringe or impair the validity, scope, or title of Nabisco in the IP, or in any other intellectual property which may be owned by Nabisco at any time during the Term hereof. It is understood that Licensee or any affiliate of Licensee shall not acquire and shall not claim any title to the IP adverse to Nabisco by virtue of this Agreement, the parties intending that all utilization of the IP by Licensee shall at all times inure to the exclusive benefit of Nabisco.
b. Nabisco acknowledges Licensee's title to the Lincoln IP (as defined in paragraph 7.f.) and agrees that it shall not at any time knowingly do or suffer to be done any act or thing or undertake any action anywhere that in any manner might infringe or impair the validity, scope or title of Licensee in the Lincoln IP, or in any other intellectual property which may be owned by Licensee at any time during the Term hereof. It is understood that Nabisco or any affiliate of Nabisco shall not acquire and shall not claim any title to the Lincoln IP adverse to Licensee by virtue of this Agreement, the parties intending that all utilization of the Lincoln IP by Nabisco shall at all times inure to the exclusive benefit of Licensee.
c. Licensee agrees that it will not use the name of Nabisco or any reproduction, counterfeit, copy or colorable imitation thereof, as a trading designation or in any other way, except to indicate, in the manner set forth in Paragraph 5.c. above, that Licensee is authorized by Nabisco to use the IP in respect of the Products.
d. Nabisco agrees that it will not use the name of Licensee or any reproduction, counterfeit, copy or colorable imitation thereof, as a trading designation or in any other way.
e. Licensee shall notify Nabisco in writing of any infringement and any reproduction, counterfeit, copy or colorable imitation by others of the IP that may come to Licensee's attention, and Nabisco shall have the sole and exclusive right to determine whether or not any action shall be taken on account of any such infringement, reproduction, counterfeit, copy or imitation. Nabisco shall control any and all infringement and unfair competition actions and it shall have the sole and exclusive right to commence or prosecute any claims or suits with respect to the IP in its own name or jointly ...
TITLE AND PROTECTION. Licensee hereby acknowledges the great value of the goodwill associated with the Penthouse Marks and the world-wide recognition of same and that the proprietary rights therein, and goodwill attached thereto, are solely owned and belong to Licensor and that the Penthouse Marks and other words, devices, designs and symbols have a secondary meaning that is firmly associated in the mind of the general public with Licensor and other members of the Group and their respective publications, published material and other activities; and any additional goodwill attached to the Penthouse Marks, created through the use of such Marks by Licensee shall inure to the benefit of Licensor alone. During and after the Term of the License, Licensee shall not:
(i) Attack or question the validity of, (or assist any other person in such action), the title or any rights of Licensor or any other member of the Group or any of their respective licensees or franchisees in and to the Penthouse Marks or any other trademark, copyright or such other intellectual or tangible property associated or connected with Licensor or any other member of the Group or any of their respective publications, published material or other activities or their respective licensees or franchisees;
(ii) Directly or indirectly seek for itself, or assist any third party to use or acquire, any rights, proprietary or otherwise, in any patent, trademark, copyright or such other intellectual or tangible property so associated or connected, without tile prior written authority of Licensor which may be granted or withheld at Licensor's sole discretion.
TITLE AND PROTECTION. 5.1 The Software and Documentation contain valuable intellectual property rights and proprietary information. PeopleSoft, its affiliated entities, and/or its licensors retains title to the Software and Documentation, and all copyright, patent, trade secret, and other propriety rights, in the Software and Documentation, and all modifications and alterations thereto, and all copies thereof. Except as specified herein, Licensee does not acquire any rights, express or implied, in the Software and Documentation, and has no right to commercialize or transfer any Software or Documentation, in whole or in part, or any modifications or alterations thereto. No license, right, or interest in any trademark, trade name, or service xxxx belonging to Axion, PeopleSoft or any affiliated entities is granted pursuant to this Agreement.
5.2 Title to the physical media for the Software vests in Licensee upon Axion’s shipment to Licensee.
5.3 The Software was developed at private expense, is commercial, and is published and copyrighted. The Software may be transferred to the U.S. government only with the prior written consent of an officer of PeopleSoft and solely with “Restricted Rights” as that term is defined in FAR 52.227-19(c)(2) (or DFAR 252.227-202.32 (c)(1) if the transfer is to a defense-related agency) or subsequent citation. If Licensee is an agency of the United States government or licensing the Software for operation on behalf of the United States government, the Software is licensed to Licensee with rights no greater than those set forth in Federal Acquisition Regulation 52.227-19(c)(2) [or DFAR 252.227-7202.32 (c)(1) if the Licensee is a defense-related agency] or subsequent citation.
5.4 PeopleSoft shall be the exclusive owner of all Software Modifications to the extent permitted under applicable law. Licensee hereby irrevocably and unconditionally assigns to PeopleSoft all right, title and interest worldwide in and to all Software Modifications and all Intellectual Property Rights thereto. If any Intellectual Property Rights in any Software Modification cannot (as a matter of law) be assigned by Licensee to PeopleSoft, then (a) Licensee unconditionally grants to PeopleSoft an exclusive (without reservation), perpetual, irrevocable, worldwide, fully-paid license, with the right to sublicense through multiple levels of sublicensees, under any and all such rights (i) to reproduce, create derivative works of, distribute, publicly perform, publicly display, digita...
TITLE AND PROTECTION. OF THE TRADEMARKS; USE OF THE TRADEMARKS............................................................13 5.1 Title...........................................................13 5.2 Form............................................................14 5.3 Maintenance of Distinctive Quality of Trademarks................14 5.4 Advertising and Publicity.......................................14 5.5 Licensee Web Sites..............................................15
TITLE AND PROTECTION. PeopleSoft (or its third-party providers) retains title to all portions of the Software, derivative works and any copies thereof. Title to the physical media for the Software vests in Company upon delivery. The Software contains valuable proprietary information and trade secrets, and shall be treated as Confidential Information. Company shall affix, to each full or partial copy of the Software made by Company, all copyright and proprietary information notices as were affixed to the original. If Company creates a Software modification using PeopleTools, Company shall only have title in such modification that remains after PeopleTools has been separated from the modification. Company shall use modifications to the Software solely in accordance with this Agreement. In the event Company provides Software modifications to PeopleSoft, PeopleSoft shall have a perpetual, royalty-free license from Company to use, enhance and incorporate such modifications into PeopleSoft's software products for general use and distribution. Not modification, however extensive, shall diminish PeopleSoft title or right to the Software. The obligations set forth in this paragraph shall survive termination of this Agreement.
