Xxxxxx’x Proprietary Rights Sample Clauses

Xxxxxx’x Proprietary Rights. Xxxxxx hereby grants Customer a worldwide, royalty-free, non-exclusive right to access and use the Tools for Customer’s internal purposes and otherwise in accordance with the Documentation and applicable Order Form. Except for the limited access and use rights granted herein, Xxxxxx retains all rights, title, and ownership (including all intellectual property rights) in and to the Tools, Documentation, and any modifications, improvements, and derivative works to them (including any such materials that incorporate any ideas, feedback, or suggestions of Customer). Xxxxxx reserves all rights and/or interests not expressly granted to Customer in this Agreement.
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Xxxxxx’x Proprietary Rights. Copado hereby grants Customer a worldwide, royalty-free, non-exclusive right to access and use the Tools for Customer’s internal purposes and otherwise in accordance with the Documentation and applicable Order Form. Except for the limited access and use rights granted herein, Copado retains all rights, title, and ownership (including all intellectual property rights) in and to the Tools, Documentation, and any modifications, improvements, and derivative works to them (including any such materials that incorporate any ideas, feedback, or suggestions of Customer). Copado reserves all rights and/or interests not expressly granted to Customer in this Agreement.
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Xxxxxx’x Proprietary Rights. Xxxxxx hereby grants Customer a worldwide, royalty-free, non-exclusive right to access and use the Services for Customer’s internal purposes and otherwise in accordance with the Documentation and applicable Order Form. Except for the limited access and use rights granted herein, Copado retains all rights, title, and ownership (including all intellectual property rights) in and to its Confidential Information, the Services, Documentation, and any modifications, improvements, and derivative works to them (including any such materials that incorporate any ideas, feedback, or suggestions of Customer). Xxxxxx reserves all rights and/or interests not expressly granted to Customer in this Agreement.
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Xxxxxx’x Proprietary Rights. Except as otherwise provided in the --------------------------- Termination Agreement, Abbott has granted no license, express or implied, to Anesta to use Abbott proprietary technology, know-how or rights relating to the manufacturing and packaging technology used with respect to the manufacture and packaging of Product. If Abbott, in its sole discretion, deems patentable any improvement or invention related to Xxxxxx'x proprietary technology, know-how or rights relating to the Product made or reduced to practice in the course of this Agreement (the "Technology"), then Abbott shall notify Anesta in writing of such Technology and Abbott shall be entitled to apply for patent protection on such improvements or inventions at Xxxxxx'x expense and risk. The parties shall negotiate in good faith mutually agreeable terms under which Anesta may obtain a license to such Technology in the Field, as that term is defined in the Termination Agreement. During the period of such negotiations, Abbott shall not convey to a third party the right to practice such Technology; provided, however that if the parties do not reach an agreement as to the terms under which Anesta may obtain a license to practice such Technology within ninety (90) days after Xxxxxx'x notice to Anesta, then Abbott shall be free to convey rights to such Technology to a third party in its sole discretion.
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Xxxxxx’x Proprietary Rights. Abbott has granted no license, express or implied, to Hospira to use Abbott proprietary technology, know-how or rights relating to its manufacturing processes for the Products other than for the purposes of this Agreement. If Abbott, in its sole discretion, deems patentable any improvement or invention related to Xxxxxx'x proprietary technology, know-how or rights relating to its manufacturing processes made or reduced to practice in the course of this Agreement and if such improvement or invention relates exclusively to Xxxxxx'x manufacturing operations in general, then Abbott shall solely own and shall be entitled to apply for patent protection on such improvements or inventions at Xxxxxx'x expense and risk. Subject to the preceding sentence, Hospira shall be entitled to all such rights relating to any improvement or invention relating to Abbott proprietary technology, know-how or rights relating exclusively to the Product or the manufacture thereof. Abbott hereby grants (and shall have deemed to have granted) to Hospira without any further action by Abbott, a fully-paid, non-exclusive, perpetual, irrevocable, royalty-free license to use such improvements or inventions of the Product Specification solely for the purposes of the manufacture of the Products.
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Xxxxxx’x Proprietary Rights. NitroMed acknowledges and agrees that any and all patents, trade secrets, technology, know-how or other intellectual property rights developed, owned or used by Xxxxxxx prior to the Effective Date of this Agreement or developed by Xxxxxxx after the Effective Date ("XXXXXXX INTELLECTUAL PROPERTY") are and shall remain the exclusive property of Xxxxxxx.
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Xxxxxx’x Proprietary Rights. All LACERA Records are the sole property of LACERA, and upon the expiration or earlier termination of this Agreement, Actuary will promptly deliver to LACERA or destroy, all finished or unfinished materials, documents, data, reports and other information prepared by Actuary under this Agreement all LACERA Records; however, Actuary may retain an archival copy of any LACERA Records, including any documents received from LACERA or its Back Office Operations related to the Consulting Services, in accordance with its professional standards and retention policy subject to the confidentiality obligations herein. Actuary shall make the sole determination of documents to be maintained by Actuary as Actuary’s Working Papers. Both parties hereto acknowledge that Actuary retains the right to use its experience, expertise and knowledge on similar projects for other clients, so long as Actuary protects LACERA's interests in all of its confidential records and property.
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Xxxxxx’x Proprietary Rights. To the best of Xxxxxx'x Knowledge, except as contributed to the Company as part of the Kaiser Assets (as defined in the Contribution Agreement) and except in connection with the use of Kaiser trademarks, including trademarks, service marks, trade names, trade dress, logos, business and product names and slogans using or incorporating the name "Kaiser", "Xxxxxx Aluminum", "Xxxxxx Aluminum & Chemical Corporation", or "KAE"or derivations thereof (collectively, "KAISER MARKS"), the Company does not use any Proprietary Rights of Kaiser in the conduct of the Company's business as presently conducted or presently contemplated as reflected in the Strategic Plan. The Company has no obligation to compensate Kaiser or, to the best of Xxxxxx'x Knowledge, any other Person, for the use of any Proprietary Rights of Kaiser in the conduct of the Company's business as presently conducted or presently contemplated as reflected in the Strategic Plan.
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Related to Xxxxxx’x Proprietary Rights

  • Proprietary Rights The term “Proprietary Rights” shall mean all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.

  • CONFIDENTIALITY; PROPRIETARY RIGHTS 3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Provider includes non-public information regarding features, functionality and performance of the Network. The Receiving Party agrees: (i) to take reasonable precautions to protect the Proprietary Information of the Disclosing Party; and (ii) not to use (except in performance of the Network or as otherwise permitted herein) or divulge to any third person the Proprietary Information of the Disclosing Party. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document: (a) is or becomes generally available to the public; (b) was in its possession or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; (d) was independently developed without use of any Proprietary Information of the Disclosing Party; or (e) is required to be disclosed by law. 3.2 Provider shall own and retain all right, title and interest in and to (a) the Network and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Network or support, and (c) all intellectual property rights related to any of the foregoing. 3.3 Subscriber hereby grants Provider a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Network and/or Software any suggestions, enhancement requests, recommendations, correction or other feedback provided by Subscriber, including Users, relating to the functionality and/or operation of the Network and/or Software. 3.4 Notwithstanding anything to the contrary, Provider shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Network and related systems and technologies, and Provider shall also have the right (during and after the Term hereof) to (a) use such information and data to improve and enhance the Network and for other development, diagnostic and corrective purposes in connection with the Network and other Provider offerings, and (b) disclose such data, so long as it doesn’t otherwise disclose the Proprietary Information of Subscriber. 3.5 No rights or licenses are granted except as expressly set forth herein.

  • PROPRIETARY RIGHTS; ASSIGNMENT All Employee Developments shall be made for hire by the Employee for the Company or any of its subsidiaries or affiliates. “Employee Developments” means any idea, discovery, invention, design, method, technique, improvement, enhancement, development, computer program, machine, algorithm or other work or authorship that (i) relates to the business or operations of the Company or any of its subsidiaries or affiliates, or (ii) results from or is suggested by any undertaking assigned to the Employee or work performed by the Employee for or on behalf of the Company or any of its subsidiaries or affiliates, whether created alone or with others, during or after working hours. All Confidential Information and all Employee Developments shall remain the sole property of the Company or any of its subsidiaries or affiliates. The Employee shall acquire no proprietary interest in any Confidential Information or Employee Developments developed or acquired during the Term. To the extent the Employee may, by operation of law or otherwise, acquire any right, title or interest in or to any Confidential Information or Employee Development, the Employee hereby assigns to the Company all such proprietary rights. The Employee shall, both during and after the Term, upon the Company’s request, promptly execute and deliver to the Company all such assignments, certificates and instruments, and shall promptly perform such other acts, as the Company may from time to time in its discretion deem necessary or desirable to evidence, establish, maintain, perfect, enforce or defend the Company’s rights in Confidential Information and Employee Developments.

  • Proprietary Rights and Licenses 7.1 Subject to the limited rights expressly granted under this Agreement, we and our licensors reserve all of right, title and interest in and to the Sage Services and Content, including all related intellectual property rights. No rights are granted to you other than as expressly set out in this Agreement. 7.2 We grant to you a worldwide, limited-term license to use Content acquired by you pursuant to Order Forms, subject to those Order Forms, this Agreement and the Collateral. 7.3 You grant us and our Affiliates a worldwide, limited- term license to host, copy, transmit and display Customer Data, and any Non-Sage Applications and program code created by or for you using a Sage Service, as necessary for us to provide the Sage Services in accordance with this Agreement. Subject to the limited licenses granted within this Agreement, we acquire no right, title or interest under this Agreement in or to Customer Data or any Non-Sage Application. 7.4 You grant to us and our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Sage Services any suggestion, enhancement request, recommendation, correction or other feedback provided by you or users relating to the operation of the Sage Services. 7.5 You grant to us a non-exclusive non-transferable right to use your name and logo in our marketing or promotional material during the term of this Agreement for the purpose of identifying you as a customer.

  • Proprietary Rights Notices Licensee shall not remove any copyright notices, trademark notices or other proprietary legends of Oracle or its suppliers contained on or in the TCK, and shall incorporate such notices in all copies of any TCK. Licensee shall comply with all reasonable requests by Oracle to include additional copyright or other proprietary rights notices of Oracle or third parties from time to time.

  • Infringement of Intellectual Property Rights Seller (or its supplier) shall indemnify and hold Purchaser harmless against an award of damages and costs against Purchaser by a final judgment of a court of last resort in the country in which the Equipment is originally installed by Seller resulting from actual or alleged patent infringement relating in any way to use or sale of the Equipment, or any component thereof furnished hereunder, provided that Purchaser (i) gives Seller immediate notice in writing of any suit or claim for infringement against Purchaser, (ii) permits Seller (or its supplier) to control the defense of any suit or claim, and (iii) gives Seller (or its supplier) all available information, assistance, and authority to enable Seller (or its supplier) to assume such defense. Seller (or its supplier) shall diligently defend and prosecute all such patent infringement litigation and shall keep Purchaser fully informed of all developments in the defense or adjustments of any such claim or action. If a final injunction or judgment in any patent infringement action is rendered restraining Purchaser’s use of the Equipment, or of any component thereof, Seller shall, at its option and expense, either (i) procure for Purchaser the right to use the Equipment, or (ii) replace or modify the infringing component so that it no longer infringes, or (iii) repurchase the Equipment upon its return to Seller, less reasonable depreciation of 2% per month from date of installation, for use, damage, or obsolescence. Seller shall have no liability whatsoever to Purchaser if any such patent infringement or claim thereof is based upon or arises from (i) the use of any Equipment in combination with an apparatus or device not manufactured or supplied by Seller and such combination cause the infringement, (ii) the use of any Equipment in a manner for which it was neither designed nor contemplated, or (iii) any modification of any Equipment by Purchaser, or by Seller at Purchaser’s request, or by any third party, which causes the Equipment to become infringing.

  • INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS A. Data produced under this Annex which is subject to paragraph C. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement will be protected for the period of one year. B. Under paragraph H. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement, Disclosing Party provides the following Data to Receiving Party. The lists below may not be comprehensive, are subject to change, and do not supersede any restrictive notice on the Data provided.

  • Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Assignment of Intellectual Property Rights (a) Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof. (b) The assignment requirement in Section 15(a) shall not apply to an invention that Executive developed entirely on Executive’s own time without using Nucor’s equipment, supplies, facilities or Secret Information or Confidential Information except for those inventions that (i) relate to Nucor’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by Executive for Nucor. (c) Executive will, within 3 business days following Nucor’s request, execute a specific assignment of title to any Developments to Nucor Corporation or its designee, and do anything else reasonably necessary to enable Nucor Corporation or its designee to secure a patent, copyright, or other form of protection for any Developments in the United States and in any other applicable country. (d) Nothing in this Section 15 is intended to waive, or shall be construed as waiving, any assignment of any Developments to Nucor implied by law.

  • Intellectual Property Rights Infringement HP will defend and/or settle any claims against Customer that allege that an HP-branded product or service as supplied under this Agreement infringes the intellectual property rights of a third party. HP will rely on Customer’s prompt notification of the claim and cooperation with our defense. HP may modify the product or service so as to be non-infringing and materially equivalent, or we may procure a license. If these options are not available, we will refund to Customer the amount paid for the affected product in the first year or the depreciated value thereafter or, for support services, the balance of any pre-paid amount or, for professional services, the amount paid. HP is not responsible for claims resulting from any unauthorized use of the products or services.

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