Business IP Contract definition

Business IP Contract means the Contracts to which Seller or any of its Affiliates is a party or by which Seller or any of its Affiliates is bound that contains any assignment or license of, or covenant not to assert or enforce, any Intellectual Property, any Intellectual Property right, or any right in Technology, or that otherwise relates to the Business IP, as set forth in Schedule 1.01(o).
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Business IP Contract means any Contract: (a) pursuant to which any Purchased Entity or Seller Entity obtained any right or license to any third party’s Intellectual Property Rights or Software or databases that are exclusively related to or exclusively used in or practiced in the conduct of the Business; or (b) by which any Purchased Entity or Seller Entity has granted a third party any right or license to any Business Intellectual Property, including, in the case of clauses (a) and (b), license agreements, settlement agreements and covenants not to sue.
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Business IP Contract has the meaning set forth in Section 4.12(d).
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Examples of Business IP Contract in a sentence

  • Upon obtaining the requisite third-party consent thereto, such Business Contract, Business IP Contract or right, if otherwise includable in the Purchased Assets or the transactions contemplated hereby, shall promptly be transferred and assigned to Buyer or its designee hereunder for no additional consideration.

  • Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Purchased Asset or any right thereunder if an attempted assignment, without the consent of a third party, would constitute a breach of any Business Contract or Business IP Contract or in any way adversely affect the rights of Buyer, Seller or any of their respective Affiliates thereunder.

  • Seller has provided to Buyer a complete and accurate copy of Seller’s standard form of any Business IP Contract currently used by Seller or currently in effect, including Seller’s standard form of: (i) employee handbook; (ii) consulting or independent contractor agreement containing any intellectual property assignment or license of Intellectual Property Rights; (iii) confidentiality or nondisclosure agreement; and (iv) end user terms and conditions of use of the Websites.

  • Seller has provided to the Purchaser a complete and accurate copy of Seller’s standard form of any Business IP Contract currently used by Seller or currently in effect, including Seller’s standard form of: (i) employee handbook; (ii) consulting or independent contractor agreement containing any intellectual property assignment or license of Intellectual Property Rights; (iii) confidentiality or nondisclosure agreement; and (iv) end user terms and conditions of use of the Websites.

  • Section 3.12(d) of the Disclosure Schedule accurately identifies each Business IP Contract pursuant to which any Person has been granted any license under, or otherwise has received or acquired any right (whether or not currently exercisable) or interest in (including in the form of a covenant not to assert), any Business IP.

  • Section 3.17(e) of the Disclosure Schedule identifies each Business IP Contract pursuant to which an employee, consultant, or independent contractor expressly reserved or retained rights in any Intellectual Property or Intellectual Property Rights incorporated into or used in connection with any Game or otherwise related to the Business or research or development activities relating thereto.

  • Seller will use its reasonable best efforts to obtain the consent of the other parties to any such Business Contract or Business IP Contract or any other Person in connection with the transfer of any other Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Buyer.


More Definitions of Business IP Contract

Business IP Contract means any Contract between one or more Persons (other than any Seller) and one or more Neptune Entities: (a) pursuant to which any Neptune Entity obtained any right or license, other than Standard IP Licenses, to any Person’s Intellectual Property Rights that are material to the conduct of the Business; or (b) by which any Neptune Entity has granted any Person(s) any right or license to any material Business Intellectual Property other than licenses entered into in the ordinary course in connection with the sale of products or provision of services by a Neptune Entity.
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Related to Business IP Contract

  • Company IP Contract means any Contract to which the Company is a party or by which the Company is bound, that contains any assignment or license of, or covenant not to assert or enforce, any Intellectual Property Right or that otherwise relates to any Company IP or any Intellectual Property developed by, with, or for the Company.

  • IP Contracts means all Contracts pursuant to which a party hereto or any of its Affiliates grants or obtains any rights to use Intellectual Property (other than Contracts in which such Intellectual Property is incidental to such Contracts).

  • Group contract means a contract for health care services which by its terms limits eligibility to members of a specified group. The group contract may include coverage for dependents.

  • Intellectual Property License Agreement shall have the meaning set forth in Section 6.11.

  • Inbound Licenses means, collectively, any Contract (including covenants not to xxx) or other permission pursuant to which Seller is authorized or otherwise permitted to access or exploit any other Person’s IP, or any Contract pursuant to which Seller obtains a right to access or exploit a Person’s IP in the form of commercially available object code software or services, such as a software as a services Contract or a cloud services Contract.

  • Intellectual Property Agreement means the Intellectual Property Agreement substantially in the form attached hereto as Exhibit C.

  • Patent License Agreement means the Patent License Agreement substantially in the form of Exhibit C.

  • Company Material Contract has the meaning set forth in Section 3.15(a).

  • Third Party Contract means a contract between Metrolinx and any other Person which is in any way related to, impacts or is impacted by the Services and/or the Consultant’s acts or omissions, whether expressly identified to the Consultant or not.

  • Company IP Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to xxx, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to Intellectual Property to which the Company is a party, beneficiary or otherwise bound.

  • Excluded Intellectual Property means any Intellectual Property (including Software, but excluding Trademarks), owned by Seller and its Affiliates as of the date hereof that is not Acquired IP.

  • IP License Agreement shall have the meaning set forth in Section 1.2.

  • Intellectual Property Contracts means all agreements concerning Intellectual Property, including without limitation license agreements, technology consulting agreements, confidentiality agreements, co-existence agreements, consent agreements and non-assertion agreements.

  • Parent Material Contract has the meaning set forth in Section 4.20(a).

  • Company Licensed Intellectual Property means all Intellectual Property that is licensed to the Company or a Subsidiary by any third party.

  • Third Party Contracts means any agreements entered into by the Retailer and/or the Customer with any third parties, such as the Transmission Licensee and the MSSL, to enable the Retailer to retail electricity to Contestable Consumers. For the purposes of this Electricity Agreement, Third Party Contracts shall include, but is not limited to, the Retailer Use of Systems Agreement, the Market Support Services Agreement, and the Power System Operator•Market Participant Agreement (as defined under the Market Rules);

  • sub-contract means the primary contractor’s assigning, leasing, making out work to, or employing, another person to support such primary contractor in the execution of part of a project in terms of the contract;

  • Business Contracts has the meaning ascribed to it in Section 1.01(a)(v).

  • Company Material Contracts has the meaning set forth in Section 3.18(a).

  • Key Sub-Contract means each Sub-Contract with a Key Sub-Contractor;

  • Company Intellectual Property Agreements means any Contract to which the Company or any Subsidiary is a party or is otherwise bound and (A) pursuant to which the Company or any Subsidiary has granted any rights with respect to any Company Intellectual Property or has been granted any rights with respect to any Third-Party Intellectual Property, or (B) that otherwise governs any Company Intellectual Property.

  • Assigned Contract has the meaning set forth in Section 1.5(a).

  • Intellectual Property Licenses means (i) any grant by the Company to another Person of any right, permission, consent or non-assertion relating to or under any of the Purchased Intellectual Property and (ii) any grant by another Person to the Company of any right, permission, consent or non-assertion relating to or under any third Person’s Intellectual Property.

  • Customer Contract means any written contract or agreement (other than trade contracts) between Seller and any of its customers (or under which Seller has rights) which has been entered into and signed by the parties thereto in connection with the publication of the Directories and corresponding provision of Directory Services.

  • Customer Contracts has the meaning set forth in Section 1.1(b)(ii)(A).

  • Seller Intellectual Property means any Intellectual Property that is owned by either Seller and primarily used in connection with the Business.