Vendor Materials Clause Samples

Vendor Materials. Vendor acknowledges that neither Vendor nor Vendor Personnel will retain any Intellectual Property Rights in and to the Work Product beyond those rights expressly designated in this Section 7.3 (Vendor Materials) and Section 7.4 (Third Party Intellectual Property). If any Vendor Materials are incorporated into any Work Product or are otherwise provided in conjunction with the Professional Services, Vendor will so notify Purchaser, and Vendor is conclusively deemed to have (at no additional cost) granted to Purchaser and its Affiliates a perpetual, worldwide, irrevocable, royalty-free, fully paid-up, non- exclusive license to: (a) use, execute, reproduce, display, perform, distribute, and prepare derivative works of Vendor Materials in conjunction with its internal business functions (including use of any Work Product); and (b) authorize others from time to time to do any or all of the foregoing. If the performance of any Work Product can be impaired or compromised as a result of a defect or malfunction in Vendor Materials, then Vendor will correct the defect or malfunction at no additional cost to Purchaser.‌

Vendor Materials. Vendor shall provide Health Plan with a copy of its member communication materials, including but not limited to education materials, for Health Plan to submit to the applicable Agency for approval prior to distribution of such materials to Covered Persons.

Vendor Materials. The parties recognize that in the course of performing the Services contemplated by this Contract, Vendor may use or incorporate certain proprietary know-how, methodologies, data, process, templates, materials, or technology that existed before the Effective Date or that are developed independently of this Contract after the Effective Date (“Vendor Materials”). Vendor Materials do not include Vendor’s commercially available software, the rights to which are provided for in Section

Vendor Materials. All information, data, and materials of Vendor or other third parties that Vendor develops or acquires prior to, during, or after, or independently of, this Agreement, and derivative works thereof, even if created as part of this Agreement (the “Vendor Materials”), are and shall remain the exclusive property of Vendor or its licensors, including derivative works of the foregoing created as part of the Services to the extent such derivative works do not incorporate any of Customer’s Confidential Information. Vendor hereby includes Vendor Materials in the License as a part of the Services. All Vendor Materials shall be subject to the confidentiality provisions of this Agreement. Any additional license terms and conditions shall be as mutually agreed in writing.

Vendor Materials. As between the Vendor and the Judicial Council, the Vendor retains all its rights, title and interest in and to, all Vendor Materials . To the extent that the Services or Deliverables include Vendor Materials, Vendor grants to the Judicial Branch Group, without additional charge, a perpetual, irrevocable, royalty-free, license to use the Vendor Materials for California judicial branch business and operations. Without limiting any other provision of this Agreement, the Judicial Council shall have the right to approve in writing the installation of any software owned by Vendor (“Vendor Proprietary Software”) prior to the Vendor’s installation of such Vendor Proprietary Software into the Systems. Upon installation of any Vendor Proprietary Software to provide the Services, the Vendor grants to the Judicial Branch Group, together with their respective subcontractors and consultants , rights of access to, and use of, such Vendor Proprietary Software during the Term of this Agreement and the Termination Assistance Period as reasonably necessary to receive the Services. The Judicial Branch Group will not be bound by and does not accept any “shrink-wrap,” “click-wrap,” or “click-thru” terms or conditions or any other terms or conditions, express or implied, that are contained in or that may accompany the Vendor Proprietary Software or Vendor Third Party Software.

Vendor Materials. Vendor may not include any Vendor Materials or any third-party works or materials in any Deliverables, except as expressly agreed in advance by Keywords, acting in its sole discretion, in a Statement of Work or otherwise in writing and subject always to Vendor’s providing full particulars of the Vendor Materials to Keywords in advance, including the relevant authors and sources, failing which the Intellectual Property Rights in the relevant Vendor Materials shall be deemed to be part of the Deliverables and not Vendor Materials under Paragraph 8. For the avoidance of doubt, Vendor may use software tools and other Vendor Materials to create the Deliverables without the prior written consent of Keywords.

Vendor Materials. Vendor retains exclusive ownership rights to and reserves the right to independently use its experience and know-how, including processes, ideas, concepts, techniques, and software acquired prior to or developed in the course of performing services under this Agreement. Citizens shall not permit any information regarding the systems of Vendor or its subcontractors to be disseminated, sold, assigned, leased or licensed to any third party, nor otherwise used or commercially exploited in any way except as expressly set forth in this Agreement.

Vendor Materials. Except for Company Materials as defined in Section (B) of this paragraph, the parties agree that Vendor retains all right, title and interest in and to its educational materials (whether online, digital, written or in person) (the “Educational Materials”) and all original works of authorship, inventions, processes, concepts, documents, work product and other materials or other proprietary information made accessible or delivered to Company under this Agreement or prepared by or on behalf of Vendor in the Program of performing the Services (collectively, “Vendor Materials”), including all copyrights, patents, patent disclosures, inventions (whether patentable or not), trademarks, service marks, trade secrets, know- how and other confidential information, trade dress, logos, corporate names and domain names, together with all the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) contained therein.

Vendor Materials