Xxxxxx Intellectual Property. 7.1. The Assessment Company warrants that in carrying out any activities under this Agreement or in respect of any activities relating to XXXXXX it will not infringe any Intellectual Property rights of the National Administrator or of any third party.
7.2. The Assessment Company acknowledges and agrees that the National Administrator owns all Intellectual Property rights in:
(a) all XXXXXX Software, Methodology, Algorithms, Rules, Rulings, Validation Protocols, XXXXXX Materials and other Process Documents;
(b) all Rating Materials and XXXXXX Ratings brought into existence by the Assessment Company or its Employed Assessors, and that such rights in respect of these materials brought into existence after the date of this Agreement shall vest upon their creation in the National Administrator.
7.3. The Assessment Company acknowledges and agrees that the National Administrator may use, adapt and change the Rating Materials created by the Assessment Company, or its Employed Assessors, for any purpose.
7.4. The National Administrator grants to the Assessment Company a non-exclusive, nontransferrable licence to use XXXXXX Materials for the sole purpose of facilitating the carrying out XXXXXX Ratings by its Employed Assessors and for no other purpose whatsoever unless where otherwise agreed by the National Administrator.
7.5. The Assessment Company must ensure that it obtains irrevocable written consent, for the benefit of the National Administrator, from all authors of any work incorporated in Rating Materials (where those materials or that work is created by or on behalf of the Assessment Company or by its Employed Assessors), for the use of such Rating Materials or work by the National Administrator in any manner and or any purpose it chooses.
7.6. The National Administrator acknowledges and agrees that any Background Intellectual Property of the Assessment Company remains vested in the Assessment Company and shall not be modified, adapted or altered without the express written approval of the Assessment Company and shall only be used by the National Administrator for the purpose for which it was provided.
Xxxxxx Intellectual Property. Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.10, to the knowledge of Seller, Seller and its Subsidiaries own or possess adequate licenses or other valid rights to use or operate within the scope of all United States and foreign patents, trademarks, trade names, copyrights, service marks, all applications therefor and registrations thereof, confidential or proprietary technical and business information, know-how and trade secrets, and computer software (collectively, "Xxxxxx Intellectual Property") which are material to the operations of Seller and its Subsidiaries, taken as a whole, as currently conducted. Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement or in Schedule 3.10, such Xxxxxx Intellectual Property that is owned by Seller or its Subsidiaries is not subject to any Liens except for such Liens that would not have a Material Adverse Effect on Seller or its Subsidiaries, and, to the knowledge of Seller, there are no infringements or other violations or conflicts with the rights of others with respect to the (a) use of or other conduct by Seller or its Subsidiaries within the scope of, (b) ownership of, (c) validity of, or (d) enforceability of, any Xxxxxx Intellectual Property owned by Seller or its Subsidiaries that has or would have a Material Adverse Effect on Seller and its Subsidiaries taken as a whole.
Xxxxxx Intellectual Property. QIAGEN acknowledges and agrees that, as between QIAGEN and Xxxxxx: (i) Xxxxxx (or its licensors) retains all Intellectual Property Rights used to create, embodied in, used in and otherwise relating to the [*], any bioinformatics as it relates directly to the [*] Interpretive Algorithm, and any documentation provided by Xxxxxx hereunder or derivative works, modification or improvements thereof made by or on behalf of either Party; (ii) any and all Intellectual Property Rights in the [*], any bioinformatics as it relates directly to the [*] Interpretive Algorithm, and any documentation provided by Xxxxxx hereunder or derivative works, modification or improvements thereof, are the sole and exclusive property of Xxxxxx or its licensors; (iii) QIAGEN shall not acquire any ownership, license or other interest in any of Xxxxxx’x Intellectual Property Rights under this Agreement, whether by implication, estoppel or otherwise, except as otherwise expressly granted herein; (iv) any goodwill derived from the use by QIAGEN of Xxxxxx’x Intellectual Property Rights inures to the benefit of Xxxxxx or its licensors, as the case may be; (v) if QIAGEN is ever deemed to own or have acquired any Intellectual Property Rights in or relating to the [*], or any bioinformatics as it relates directly to the [*] Interpretive Algorithm (including any rights in any trademarks, derivative works or patent improvements relating thereto), by operation of law, or otherwise, QIAGEN hereby irrevocably assigns such rights and interest to Xxxxxx or its licensors, as the case may be, without the need for Xxxxxx to provide further consideration; and (vi) QIAGEN shall use Xxxxxx’x Intellectual Property Rights only in accordance with this Agreement or other instructions of Xxxxxx.
Xxxxxx Intellectual Property. Xxxxxx (or its Affiliate) will be and remain the sole and exclusive owner of all right, title and interest in and to any and all Intellectual Property that is owned or developed by Xxxxxx or its Affiliates.
Xxxxxx Intellectual Property. No jointly owned Intellectual Property Rights are created under or in connection with the Order Form including these XXXXX ToS. XXXXX owns all rights, title and interest, including all related Intellectual Property Rights, in and to the XXXXX Technology, the Platform, and the Aggregated Data. The foregoing also includes any and all system performance data and machine learning, including machine learning algorithms, and the results and output of such machine learning unless stated to the contrary in these XXXXX ToS. In addition, Customer acknowledges that XXXXX may use, copy, extract, modify, distribute, analyze, compile and display the Aggregated Data for routine business purposes, including without limitation for developing, enhancing, improving, and supporting MONDA products and services, or as required by law, and may share versions of the Aggregated Data.
Xxxxxx Intellectual Property. (a) If the applicable Program Guide gives Agency the right to utilize any demonstration software programs, materials or other demonstration tools (collectively, "Demonstration Tools"), Xxx.xxx hereby grants to Agency a non-exclusive, non-transferable, royalty-free license, exercisable solely during the term of this Agreement, to use applicable Xxx.xxx Technology solely for the purpose of accessing and using the Demonstration Tools. Agency may not use the Xxx.xxx Technology for any purpose other than accessing and using the Demonstration Tools. Except for the rights expressly granted above, this Agreement does not transfer from Xxx.xxx to Agency any Xxx.xxx Technology, and all rights, titles and interests in and to the Xxx.xxx Technology shall remain solely with Xxx.xxx. Agency shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any of the Xxx.xxx Technology.
(b) Xxx.xxx's trademarks, trade names, service marks, logos, other names and marks, and related product and service names, design marks and slogans are the sole and exclusive property of Xxx.xxx. Except as otherwise provided in the Agreement, Agency may not use any of the foregoing in any advertising, publicity or in any other commercial manner without the prior written consent of Xxx.xxx.
(c) Any feedback, data, answers, questions, comments, suggestions, ideas or the like which Agency sends to Xxx.xxx relating to the Services will be treated as being non-confidential and non-proprietary. Xxx.xxx may use, disclose or publish any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever.
Xxxxxx Intellectual Property. 10.1. The Assessor warrants that in carrying out any activities under this Agreement the Assessor will not infringe any Intellectual Property rights of the National Administrator or of any third party.
10.2. The Assessor acknowledges and agrees that the National Administrator owns all Intellectual Property rights in:
(a) all XXXXXX Software, Methodology, Algorithms, Rules, Rulings, Validation Protocols and XXXXXX Materials and the other Process Documents;
(b) all Rating Materials and XXXXXX Ratings, and that such rights in respect of these materials brought into existence after the date of this Agreement shall vest upon their creation in the National Administrator.
10.3. The Assessor acknowledges and agrees that the National Administrator may use, adapt and change the Rating Materials for any purpose.
10.4. The National Administrator grants to the Assessor a non-exclusive, non-transferrable licence to use XXXXXX Materials for the sole purpose of carrying out XXXXXX Ratings and for no other purpose whatsoever unless where otherwise agreed by the National Administrator.
10.5. The Assessor must ensure that it obtains irrevocable written consent, for the benefit of the National Administrator, from all authors of any work incorporated in the Rating Materials, for the use of such Rating Materials or work by the National Administrator in any manner and or any purpose it chooses.
10.6. The National Administrator acknowledges and agrees that any Background Intellectual Property of the Assessor remains vested in the Assessor and shall not be modified, adapted or altered without the express written approval of the Assessor and shall only be used by the National Administrator for the purpose for which it was provided.
Xxxxxx Intellectual Property. 5.1 As between Hapara and Subscriber, Hapara shall own all right, title, and interest in and to (i) its preexisting Intellectual Property, (ii) the Services and the Products including, without limitation, all source code, object code, operating instructions, and interfaces developed for or relating to the same, and (iii) all modifications, enhancements, revisions, changes, copies, partial copies, translations, compilations, improvements, and derivative works of the foregoing, and all Intellectual Property Rights therein (the “Hapara Intellectual Property”). Subscriber hereby irrevocably assigns to Hapara each and every right, including all Intellectual Property Rights (and shall cause the Subscriber Users, and any entity or individual employed, engaged, or otherwise under contractual duty to Subscriber, to assign to Hapara) that it or they may have in any of the Hapara Intellectual Property. Upon Hapara’s request, Subscriber will execute and deliver such instruments of transfer and other documents to effect, complete and confirm such assignment and acknowledges and agrees to take all appropriate steps to secure for Hapara the rights and benefits of
5.2 Except for the License, nothing contained in this Agreement or otherwise shall be construed to grant to Subscriber any right, title, license or other interest in, to or under any Hapara Intellectual Property (whether by estoppel, implication or otherwise). Subscriber shall not challenge, or assist any person or entity in challenging, Hapara right, title, and interest in the Hapara Intellectual Property.
Xxxxxx Intellectual Property. All rights, including any copyright, design right or other intellectual property rights in or related to Equipment and any related specifications (eg, drawing, catalogues or other related information or material) belong to Mabey. Customer has a non-transferable, non-exclusive license to use the Equipment or any related specification provided by Mabey. Customer will not copy or disclose design of Xxxxx’x Equipment or otherwise misuse any intellectual property of Xxxxx.
Xxxxxx Intellectual Property. As between Xxxxxx and Pattern, except for the license granted in Section 8(a), Xxxxxx shall be and remain the sole and exclusive owner of all right, title, and interest in and to the Xxxxxx Trademarks. All intellectual property rights to the Products and Xxxxxx Trademarks not expressly granted to Pattern under this Section 8 are reserved to Xxxxxx. To the extent Pattern acquires any right, title or interest in the Xxxxxx Trademarks, Pattern hereby assigns and conveys all such right, title and interest therein to Xxxxxx. Pattern agrees to not challenge, question, or contest the validity or ownership of any Xxxxxx Trademarks. Pattern cannot use any language or display Xxxxxx Trademarks in such a way as to create the impression that the Xxxxxx Trademarks are owned by Pattern.
