Work Products and Ownership Sample Clauses

Work Products and Ownership. 3.16.1 The City expressly acknowledges that the Software in any form provided by Contractor to the City under this Agreement are the sole property of Contractor and/or its suppliers, and that the City shall not have any right, title, or interest to any such Software or copies thereof except as provided in this Agreement. All software, error corrections, bug fixes, patches, updates, or other improvements or modifications to the Software developed by Contractor for the City using the City’s specifications, Contractor’s specifications, or a combination of both shall become the property of Contractor, provided that the City may access and use this modified Software in accordance with its license. 3.16.2 The City is, will be, and shall remain at all times the owner of all of the City’s Information. Contractor expressly acknowledges that the City has all right, title, or other ownership interest in the City’s Information and Contractor shall not possess or assert any lien or other right against the City’s Information. The City is, will be, and shall remain the owner of all City data, including City-specific data created or generated by either party pursuant to this Agreement. The City may use this City data, including data provided by Contractor, for any purpose. At all times, including during or after the termination or expiration of this Agreement or any license Contractor grants to the City, the City retains the right to reveal or extract the City’s Information and all City-specific data from the Contractor Software and Documents, and the right to use the City-specific data and the City’s Information for the City’s own use, for use with other non-Contractor software, or to load elsewhere. Contractor shall provide a data export tool that returns City-specific data on demand. Contractor shall not use City-specific data for any other purposes other than what is expressly specified in this Agreement.
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Work Products and Ownership. ‌ 3.18.1. The City is, will be, and shall remain at all times the owner of all of the City’s Information. Contractor expressly acknowledges that the City has all right, title, or other ownership interest in City Information as defined in Section 3.16.1 and Contractor shall not possess or assert any lien or other right against the City’s Information. The City is, will be, and shall remain the owner of all City data, including City-specific data created or generated by either party pursuant to this Agreement. The City may use this City data, including data provided by Contractor, for any purpose. At all times, including during or after the termination or expiration of this Agreement or any license Contractor grants to the City, the City retains the right to reveal or extract the City’s Information and all City-specific data from the Contractor Software and Documents, and the right to use the City- specific data and the City’s Information for the City’s own use, for use with other non-Contractor software, or to load elsewhere. Contractor shall provide a data export tool that returns City-specific data on demand. Contractor shall not use City-specific data for any other purposes other than what is expressly specified in this Agreement. 3.18.2. The City expressly acknowledges that the Software (expressly excluding any customized or custom software or work product and expressly excluding equipment) provided by Contractor to the City under this Agreement are the sole property of Contractor and/or its suppliers, and that the City shall not have any right, title, or interest to any such Software (expressly excluding any customized or custom software or work product and expressly excluding equipment) and except as provided, authorized, or acquired in or under this Agreement. This applies only to the equipment and services provided under this Agreement and does not affect any license or assignment Contractor conveys to the City under other agreements. 3.18.3. Diagnostic software, documentation, equipment, or other material Contractor uses to do installation, warranty, or service may be furnished with the products or stored separately at the City’s facility. Contractor conveys no title or license to this material, and it remains Contractor’s exclusive property. The City shall properly secure this material and shall not use it or make it available to third parties without Contractor’s prior written consent, unless required by law.
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Work Products and Ownership. (1) The City is, will be, and shall remain at all times the owner of all of the City’s Information. Contractor expressly acknowledges that the City has all right, title, or other ownership interest in the City’s Information and Contractor shall not possess or assert any lien or other right against the City’s Information. The City is, will be, and shall remain the owner of all City data, including City-specific data created or generated by either party pursuant to this Agreement. The City may use this City data, including data provided by Contractor, for any purpose. At all times, including during or after the termination or expiration of this Agreement or any license Contractor grants to the City, the City retains the right to reveal or extract the City’s Information, City data, and all City-specific data from any Contractor software and Documents, and the right to use the City-specific data and the City’s Information for the City’s own use, for use with other non-Contractor software, or to load elsewhere. Contractor shall provide a data export tool that returns City data and City-specific data on demand. Contractor shall not use City data or City-specific data for any other purposes other than what is expressly specified in this Agreement. (2) Contractor hereby irrevocably transfers, conveys and assigns to the City and its successors, licensees, and assigns, its entire right, title, interest and full ownership worldwide in and to any work, work product, invention, creation, data, discovery, reports, Documents, and the copyrights, patents, trademarks, trade secrets, service marks, moral rights, all contract and licensing rights, and all claims and causes of action with respect to any of the foregoing, whether now known or hereafter to become known, and any other proprietary rights therein (collectively “Proprietary Rights”) that Contractor, its agents, employees, contractors, and subcontractors (collectively “Authors”) develop, write, create, invent, discover, compile, or produce under this Agreement (collectively “Works”). (3) In the event Contractor has any rights in the Works which cannot be assigned, Contractor shall and does hereby waive enforcement worldwide of the rights against City, its successors, licensees, assigns, distributors and customers or, if necessary, to exclusively license the rights, worldwide to City with the right to sublicense. These rights are assignable by the City. The Authors shall not claim or exercise any Proprietary Rights r...
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Work Products and Ownership. 3.13.1 The Contractor expressly acknowledges that the City shall have all right, title, or interest to any Software and Documents or copies. All software, error corrections, bug fixes, patches, updates, or other improvements or modifications to the Software and Documents developed by Contractor for the City using the City’s specifications, Contractor’s specifications, or a combination of both may be accessed by the City. The City may access and use this modified Software in accordance with this Agreement. 3.13.2 The City is, will be, and shall remain at all times the owner of all of the City’s Information. Contractor expressly acknowledges that the City has all right, title, or other ownership interest in the City’s Information and Contractor shall not possess or assert any lien or other right against the City’s Information. The City is, will be, and shall remain the owner of all City data, including City-specific data created or generated by either party, pursuant to this Agreement. The City may use this City data, including data provided by Contractor, for any purpose. At all times, including during or after the termination or expiration of this Agreement or any license Contractor grants to the City, the City retains the right to reveal or extract the City’s Information and all City data and City-specific data from the Contractor Software and Documents, and the right to use the City data, City-specific data, and the City’s Information for the City’s own use, for use with other non-Contractor software, or to load elsewhere. Contractor shall provide a data export tool that returns City data and City-specific data on demand. Contractor shall not use City data and City- specific data for any other purposes other than what is expressly specified in this Agreement.
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Work Products and Ownership 
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Related to Work Products and Ownership

  • Intellectual Property/Work Product Ownership All data, technical information, materials first gathered, originated, developed, prepared, or obtained as a condition of this agreement and used in the performance of this agreement -- including, but not limited to all reports, surveys, plans, charts, literature, brochures, mailings, recordings (video or audio), pictures, drawings, analyses, graphic representations, software computer programs and accompanying documentation and printouts, notes and memoranda, written procedures and documents, which are prepared for or obtained specifically for this agreement, or are a result of the services required under this grant -- shall be considered "work for hire" and remain the property of the State of Vermont, regardless of the state of completion unless otherwise specified in this agreement. Such items shall be delivered to the State of Vermont upon 30- days notice by the State. With respect to software computer programs and / or source codes first developed for the State, all the work shall be considered "work for hire,” i.e., the State, not the Party (or subcontractor or sub-grantee), shall have full and complete ownership of all software computer programs, documentation and/or source codes developed. Party shall not sell or copyright a work product or item produced under this agreement without explicit permission from the State of Vermont. If Party is operating a system or application on behalf of the State of Vermont, Party shall not make information entered into the system or application available for uses by any other party than the State of Vermont, without prior authorization by the State. Nothing herein shall entitle the State to pre-existing Party’s materials. Party acknowledges and agrees that should this agreement be in support of the State's implementation of the Patient Protection and Affordable Care Act of 2010, Party is subject to the certain property rights provisions of the Code of Federal Regulations and a Grant from the Department of Health and Human Services, Centers for Medicare & Medicaid Services. Such agreement will be subject to, and incorporates here by reference, 45 CFR 74.36, 45 CFR 92.34 and 45 CFR 95.617 governing rights to intangible property.

  • Work Product Ownership All products of the Contractor’s work, including outlines, reports, charts, sketches, drawings, art work, plans, photographs, specifications, estimates, computer programs, or similar documents become the sole property of the State of Vermont and may not be copyrighted or resold by Contractor.

  • Intellectual Property Rights and Ownership 5.1. You acknowledge that all Intellectual Property Rights (including any new Intellectual Property Rights) arising out of or in connection with the Access Products and associated Documentation, belong at all times to Us or Our licensors. 5.2. Nothing in this Agreement shall transfer any Intellectual Property Rights in or arising from Access Products or Documentation to You but that these shall remain vested in Us or Our licensors. No rights to use any such Intellectual Property are granted, except as expressly stated in these Terms and Conditions or the relevant Statement of Work. If, notwithstanding this, any Intellectual Property Rights in or arising from the Access Product and/or Documentation are acquired by You (including any new Intellectual Property Rights), You hereby assign (and to the extent that any such Intellectual Property Rights are not capable of such assignment, agree to hold on trust) and agree to do all such things and sign all such documents as We may reasonably require in respect of the assignment of all such Intellectual Property Rights to Us or Our licensors as may be appropriate. 5.3. Subject to clauses 5.6 and 5.7, We will indemnify You against all direct costs, claims, demands, expenses (including reasonable legal costs) and liabilities of whatever nature incurred by or awarded against You arising out of or in connection with any claim that Your use of the Access Product(s) any Documentation, information, data, computer facilities or material that We supply, infringes a third party’s Intellectual Property (Infringement Claim). 5.4. We warrant that We are not aware that the Access Product(s) any Documentation, information, data, computer facilities or material that We supply, or Your use of the same in accordance with the terms of this Agreement, will infringe any third party’s Intellectual Property Rights but We have not carried out any investigation into the same. We shall indemnify You against all direct costs, claims, demands, expenses (including reasonable legal costs) and liabilities of whatever nature incurred by or awarded against You arising out of or in connection with any breach of the warranty contained in this clause. 5.5. If an Infringement Claim is alleged or threatened against either You or Us, or if We believe that the Access Product or the Documentation or any part thereof may infringe any third party’s copyright or registered patent (effective at the date of this Agreement), We may, at Our sole option, (i) procure such licence, authorisation or consent as is necessary to enable Your continued use of the Access Product and/or the Documentation; (ii) modify or replace the same as necessary to avoid infringement without any material adverse effect to the functionality of the Access Product; or (iii) terminate this Agreement and/or the affected Statement of Work and refund an amount equal to the unused portion of any Annual Licence Fees pre-paid in respect of such Software (as the case may be) to You. 5.6. You shall permit Us to have access upon reasonable Notice during the Licence Term to inspect during Business Hours the premises and the Customer System at or on which the Software is being kept or used, and any records kept pursuant to the Licence, for the purposes of ensuring that You are complying with the terms of this Agreement. In carrying out such an inspection We will comply with any reasonable restrictions You require, and We will only request such an inspection where We believe We have reasonable cause to do so. In the event that You have unauthorised copies of the Software, without prejudice to any other rights or remedies that We may have, You shall pay an additional fee to Us in respect of any such unauthorised copies calculated by reference to the standard list price prevailing at the date of invoice in respect of such Software. 5.7. Without prejudice to clause 5.8, We shall only be liable under the terms of this Agreement for an Infringement Claim or alleged Infringement Claim if (i) You promptly notify Us of any infringement or alleged infringement of which You are aware, or ought reasonably to have been made aware of; (ii) You make no admission as to liability or agree any settlement of such claim without Our prior written consent; (iii) You allow Us (or a relevant third party supplier), at Our expense, to conduct and/or settle all negotiations and litigation arising from any claim or action relating to the alleged infringement; and (iv) You, at Our expense, give Us (or a relevant third party supplier) such reasonable assistance as may berequested in such settlement or negotiation. 5.8. We shall have no liability for any Infringement Claim or alleged Infringement Claim to the extent such claim arises from (i) possession, use, development, modification, or operation of the Access Product or part thereof by You other than in accordance with the terms of this Agreement, the relevant Statement of Work or the Documentation; (ii) failure by You to take any reasonable corrective action directed by Us (including using an alternative, non-infringing version of the Access Products); or (iii) is based upon any item provided by You and incorporated into the Access Product(s) or used in combination with the Access Product(s) at Your request.

  • License and Ownership 10.1. All rights, including intellectual property rights, in and to work product delivered as a result of Professional Services under this Agreement shall be owned by BSA. For the avoidance of doubt, work product that constitutes a BSA Software Product, or portion thereof shall be governed by Section A of this Agreement, including Section 1.1

  • Work Products Grantee shall provide CalRecycle with copies of all final products identified in the Work Plan. Grantee shall also provide CalRecycle with copies of all public education and advertising material produced pursuant to this Agreement.

  • Intellectual Property Ownership We, our affiliates and our licensors will own all right, title and interest in and to all Products. You will be and remain the owner of all rights, title and interest in and to Customer Content. Each party will own and retain all rights in its trademarks, logos and other brand elements (collectively, “Trademarks”). To the extent a party grants any rights or licenses to its Trademarks to the other party in connection with this Agreement, the other party’s use of such Trademarks will be subject to the reasonable trademark guidelines provided in writing by the party that owns the Trademarks.

  • Customer Ownership Customer owns and has sole responsibility for the accuracy, quality, integrity, and appropriateness of all original data, content and information provided to Xxxxxx Xxxxxxx in conjunction with the Services, and, when paid for, Customer will own all modified content and information as specified under the SOW (collectively the “Content,” which, together with the Customer’s trademarks or logos, are referred to as the “Customer Material).”

  • Work Product All Work Product shall belong exclusively to the State, with the State having the sole and exclusive right to apply for, obtain, register, hold and renew, in its own name and/or for its own benefit, all patents and copyrights, and all applications and registrations, renewals and continuations thereof and/or any and all other appropriate protection. To the extent exclusive title and/or complete and exclusive ownership rights in and to any Work Product may not originally vest in the State by operation of law or otherwise as contemplated hereunder, Contractor shall immediately upon request, unconditionally and irrevocably assign, transfer and convey to the State all right, title and interest therein.

  • WORK PRODUCT/PRE-EXISTING WORK PRODUCT OF CONTRACTOR Any and all work product resulting from this Contract is commissioned by the County of Marin as a work for hire. The County of Marin shall be considered, for all purposes, the author of the work product and shall have all rights of authorship to the work, including, but not limited to, the exclusive right to use, publish, reproduce, copy and make derivative use of, the work product or otherwise grant others limited rights to use the work product. To the extent Contractor incorporates into the work product any pre-existing work product owned by Contractor, Contractor hereby acknowledges and agrees that ownership of such work product shall be transferred to the County of Marin.

  • Joint Work Product This Agreement is the joint work product of H-GAC and the Contractor. This Agreement has been negotiated by H-GAC and the Contractor and their respective counsel and shall be fairly interpreted in accordance with its terms and, in the event of any ambiguities, no inferences shall be drawn against any party.

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