Third Party IP means the Intellectual Property Rights of any third party that is not a party to this Contract, and that is not a Subcontractor.
Third Party IPR means any Intellectual Property Rights not belonging to either party to this Agreement but used by the Supplier in the creation of the Deliverables and/or in the course of or in connection with the Project.
Third Party Technology means all Intellectual Property and products owned by third parties and licensed pursuant to Third Party Licenses.
Third Party Intellectual Property Rights means any Intellectual Property owned by a third party.
Third Party Infringement has the meaning set forth in Section 5.1.
Third Party Data has the meaning set forth in Section 9.3(a).
Third Party Intellectual Property means the Intellectual Property Rights of a third party which Supplier uses or incorporates into the Work.
Third Party Software means software which is proprietary to any third party (other than an Affiliate of the Contractor) which is or will be used by the Contractor for the purposes of providing the Services.
Third Party Licenses has the meaning set forth in Section 3.
Third Party Information means confidential or proprietary information subject to a duty on the Company’s and its affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes.
Third Party IP Claim has the meaning given to it in clause E8.7 (Intellectual Property Rights).
Third Party Items means Third Party Content and Third Party Products.
Third Party Licensor means the relevant licensor of any Third Party Data or any Third Party Trade Xxxx;
Third Party License means licenses from third parties governing third party software embedded or used in the Trading Platform.
Excluded Technology means the Technology listed on Exhibit C.
Third Party Terms means, if any, the end user license agreement(s) or similar terms for the Third Party Software, as applicable and attached as Exhibit D.
Third Party Infringement Claim has the meaning set forth in Section 23.5.1.
Excluded IP has the meaning assigned to such term in the U.S. Security Agreement.
Third Party Products means the Third Party Software and Third Party Hardware.
Licensed IP means the Licensed Patents and the Licensed Know-How.
Licensee Patents means any Patents within the Control of Licensee as of the Effective Date and at any time during the Term relating to the Product.
Customer Technology means Customer's proprietary technology, including Customer's Internet operations design, content, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by Customer or licensed to Customer from a third party) and also including any derivatives, improvements, enhancements or extensions of Customer Technology conceived, reduced to practice, or developed during the term of this Agreement by Customer.
Third Party Material means software, software development tools, methodologies, ideas, methods, processes, concepts and techniques owned by, or licensed to a third party and used by the Service Provider in the performance of the Services;
Collaboration IP means Collaboration Know-How and Collaboration Patents.
Valid Third Party Entity In respect of any transaction, any third party that the Calculation Agent determines has a bona fide intent to enter into or consummate such transaction (it being understood and agreed that in determining whether such third party has such a bona fide intent, the Calculation Agent shall take into consideration the effect of the relevant announcement by such third party on the Shares and/or options relating to the Shares and, if such effect is material, may deem such third party to have a bona fide intent). Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that, in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it will also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or their respective successors), such exchange or quotation system shall thereafter be deemed to be the Exchange. Additional Disruption Events: Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation,” (ii) replacing the word “Shares” with the phrase “Hedge Positions” in clause (X) thereof and (iii) inserting the parenthetical “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)” at the end of clause (A) thereof. Failure to Deliver: Applicable Hedging Disruption: Applicable; provided that:
Background IP means all IP and IP Rights owned or controlled by Seller prior to the effective date or outside the scope of this Contract.