Incidental License definition

Incidental License means any (i) permitted use right to confidential information in a non-disclosure agreement; (ii) Contract for commercially-available software that is generally licensed under standard license or subscription terms; or (iii) non-exclusive license that is not material to the business of the Company and its Subsidiaries as currently conducted by the Company and its Subsidiaries and merely incidental to the transaction contemplated in the Contract, the commercial purpose of which is primarily for something other than such license, such as any: (A) Contract for the sale of advertising; (B) sales or marketing or similar Contract that includes a license to use the trademarks and copyrights of the Company or any of its Subsidiaries for the purposes of promoting products or services; and (C) vendor Contract that includes permission for the vendor to identify the Company or any of its Subsidiaries as a customer of the vendor.
Incidental License means a nonexclusive license granted (a) by a current or former employee or independent contractor entered into in connection with the Company’s or one of its Subsidiaries’ engagement of that Person granting the Company or one of its Subsidiaries a perpetual, irrevocable right to use Intellectual Property owned or sublicensable by that Person without material restriction; (b) by the Company or any of its Subsidiaries to a contractor or vendor of the Company or one of its Subsidiaries for sole purpose of providing services for the benefit of the Company its Subsidiary; (c) by the Company or one of its Subsidiaries to their respective customers for the purpose of receiving services or products provided by the Company or its Subsidiaries, and which license substantially conforms with one of the Company’s standard forms identified on Schedule 5.12(a)(xi); or (d) by a third party to the Company or one of its Subsidiaries: (x) for which the Company or any of its Subsidiaries is obligated to make annual payments of less than $250,000; or (y) for generally available commercial software pursuant to a “shrink-wrap” or “click-wrap” license.
Incidental License means a (a) Contract under which any Company Entities Intellectual Property is licensed to a contractor or vendor of the Company Entities solely for the benefit of the Company Entities, (b) Contract containing a non-exclusive license that is merely incidental to the transaction contemplated in such Contract, the commercial purpose of which is primarily for something other than such license, such as (i) a sales, supply, manufacturing or marketing Contract that includes an incidental license to use the trademarks of either party thereto for the purposes of advertising or marketing, (ii) a Contract to purchase or lease equipment, such as a photocopier, computer, or mobile phone that also contains an Intellectual Property license or (iii) a nondisclosure Contract entered into in the Ordinary Course of Business or (c) Contract with an employee who has entered into an agreement with the Seller or its applicable Subsidiary (including any Company Entity) substantially in the form of the Employee Confidentiality Proprietary Rights and Non-Solicitation Agreement (Data Site folder #8.5.7).

Examples of Incidental License in a sentence

  • No third party has been granted any rights to any Company Intellectual Property except pursuant to (i) a Company Material Contract listed on Schedule 3.13(a), (ii) an Incidental License, or (iii) a non-exclusive license to a customer granted in the ordinary course of business and consistent with past practices.


More Definitions of Incidental License

Incidental License means a Contract entered into in the ordinary course of business where the only rights or licenses to Intellectual Property Rights consists of (a) licenses granted pursuant to Contracts for the engagement of employees and contractors authorizing the use of Intellectual Property created therein solely for the performance of such person’s duties for any Acquired Company, (b) licenses granted pursuant to Contracts for the engagement of employees and contractors authorizing use of Intellectual Property Rights owned by such persons separately from their engagement with any Acquired Company, but included in or necessary for the use of such Person’s work product, (c) rights to use confidential information for limited purposes pursuant to written obligations of confidentiality, non-disclosure and non-use, (d) non-exclusive licenses of limited duration to end customers for their use of the products and services of any Acquired Company, consistent with past practice, (e) licenses granted to vendors to use Intellectual Property owned or purported to be owned by any Acquired Company, solely for the purpose of providing services to such Acquired Company,
Incidental License means (a) permitted use right to confidential information in a nondisclosure agreement; (b) [Reserved]; (c) rights granted under any standard form terms of use for any website of the Company or any of its Subsidiaries; (d) a sales or marketing or similar Contract that includes a license to use the Trademarks of the Company or any of its Subsidiaries for the purposes of promoting any Products; (e) a vendor Contract that includes permission for the vendor to identify the Company or any of its Subsidiaries as a customer of the vendor; or (f) a Contract to purchase or lease equipment, such as a photocopier, computer, or mobile phone that also contains a license of Intellectual Property.
Incidental License means (i) permitted use right to confidential information in a nondisclosure agreement; (ii) license, assignment or waiver of rights with any current or former employee or contractor of the Company or any of its Subsidiaries for the benefit of the Company or its Subsidiaries; (iii) rights granted under any standard form terms of use for any website of the Company or any of its Subsidiaries; (iv) a sales or marketing or similar Contract that includes a license to use the Trademarks of the Company or any of its Subsidiaries for the purposes of promoting any Products; (v) a vendor Contract that includes permission for the vendor to identify the Company or any of its Subsidiaries as a customer of the vendor; or (vi) a Contract to purchase or lease equipment, such as a photocopier, computer, or mobile phone that also contains a license of Intellectual Property.
Incidental License means any (a) license, software-as-a-service agreement or other Contract for “shrink-wrap,” “click-through” or other “off-the-shelf” Software owned by a third party that is generally available on standard commercial terms, where the amount paid or to be paid by or to the Company Group or the Parent Group, as the case may be, is less than $50,000 in the aggregate pursuant to any such license; (b) license for Open Source Software owned by a third party; (c) confidentiality, secrecy or non-disclosure agreement entered into in the ordinary course of business; (d) Contract for the purchase or lease of computer hardware or equipment such as photocopiers or telephones where Software is pre-installed or embedded on such hardware or equipment; (e) trademark license granted by a supplier of products or services to a distributor or other customer thereof solely to enable the distributor or other customer to identify the supplier’s products or services; or (f) license granted by a Person to a contractor to such Person solely to enable the contractor to provide services to such Person.
Incidental License means any (i) permitted use right to confidential information in a non-disclosure agreement; and (ii) license, assignment, covenant not to xxx, or waiver of rights with any current and former employees, consultants or contractors of the Company for the benefit of the Company. 84
Incidental License means a (a) Contract under which any Intellectual Property is licensed to a contractor or vendor of the Transferred Business solely for the benefit of the Transferred Business or(b) Contract containing a non-exclusive license that is merely incidental to the transaction contemplated in such Contract, the commercial purpose of which is primarily for something other than such license, such as (i) a sales, supply, manufacturing or marketing Contract that includes an incidental license to use the trademarks of either party thereto for the purposes of advertising or marketing, (ii) a Contract to purchase or lease equipment, such as a photocopier, computer, or mobile phone that also contains an Intellectual Property license or (iii) a nondisclosure Contract entered into in the Ordinary Course of Business.
Incidental License means (1) non-exclusive licenses that are incidental to the provision of products or services to the Acquired Entities or by the Acquired Entities to any customers or vendors (e.g., a license grant to use an Acquired Entity’s name in a customer list for a third-party vendor), (2) Contracts for the assignment of Intellectual Property from employees or independent contractors in the Ordinary Course of Business, (3) rights granted under non-disclosure agreements, and (4) licenses to embedded Software, including in hardware devices.