Seller IP Contract definition

Seller IP Contract means any Contract to which the Seller is a party or by which the Seller 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 Seller IP or any Intellectual Property developed by, with, or for the Seller.
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Seller IP Contract means any Purchased Contract (other than Excluded Contracts) to which the Seller is a party and pursuant to which (a) the Seller has granted a license (including any sublicense) under Transferred Intellectual Property to any third Person, or any option with respect thereto, or(b) any third Person has granted a license (including any sublicense) to the Seller under any Intellectual Property related to the Business.
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Seller IP Contract means any Scheduled Outbound License or Scheduled Inbound License.
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Examples of Seller IP Contract in a sentence

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

  • Seller IP Contract" shall mean any Contract, in each case, primarily related to the Business, including, without limitation, End User Licenses, pursuant to which the Seller is or was a party or by which the Seller is or was bound, that contains any assignment or license of, or any covenant not to assert or enforce, any Intellectual Property Right within the Transferred Assets or any Intellectual Property within the Transferred Assets developed by, with or for the Seller.

  • The Seller has provided to the IP Purchaser a complete and accurate copy of each standard form of Seller IP Contract used by the Seller at any time, including each standard form of (a) employee agreement containing any assignment or license of Intellectual Property Rights; (b) consulting or independent contractor agreement containing any intellectual property assignment or license of Intellectual Property Rights; (c) services agreement; and (d) confidentiality or nondisclosure agreement.

  • Seller is not bound by, and no Transferred IP is subject to, any Seller IP Contract containing any covenant or other provision that in any way limits or restricts the ability of Seller to use, exploit, assert, or enforce any Transferred IP anywhere in the world.

  • Each such Seller IP Contract shall be deemed to be an Assumed Contract, regardless of whether or not specifically identified in Section 2.1(b) of the Disclosure Schedule.

  • The Seller has provided to the Purchaser a complete and accurate copy of each standard form of Seller IP Contract used by the Seller at any time since January 1, 2008, including each standard form of (i) employee agreement containing any assignment or license of Intellectual Property Rights; (ii) consulting or independent contractor agreement containing any intellectual property assignment or license of Intellectual Property Rights; and (iii) confidentiality or nondisclosure agreement.

  • Listed on Part ‎4.5(c) of the Disclosure Schedule are details regarding obligations of the Seller under any Business Contract or Seller IP Contract to repay or return any down payment, deposit, or prepayment, or to pay a rebate or make similar payments to customers or suppliers (in the case of suppliers, including penalties for failure to purchase capacity or failure to meet a certain threshold of purchases).

  • Each Seller IP Contract will continue to be in full force and effect in accordance with its terms immediately following the execution and performance of this Agreement.

  • The Seller has provided to the Purchaser a complete and accurate copy of each standard form of Seller IP Contract used by the Seller at any time since 2006, including each standard form of (a) employee agreement containing any assignment or license of Intellectual Property Rights; (b) consulting or independent contractor agreement containing any intellectual property assignment or license of Intellectual Property Rights; and (c) confidentiality or nondisclosure agreement.

  • Each Business Contract, Lease and Seller IP Contract is legal, valid, binding and enforceable against the Seller, and to the knowledge of the Seller and the Selling Shareholders, the other parties thereto, and in full force and effect.

Related to Seller 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).

  • Seller Contract any Contract (a) under which Seller has or may acquire any rights or benefits; (b) under which Seller has or may become subject to any obligation or liability; or (c) by which Seller or any of the assets owned or used by Seller is or may become bound.

  • Seller IP means (a) all Intellectual Property Rights in or pertaining to the Seller Products or methods or processes used or incorporated in the Seller Products, and (b) all other Intellectual Property Rights owned by or exclusively licensed to the Seller.

  • Assigned Contract shall have the meaning set forth in Section 1.1(b).

  • Assumed Contract has the meaning set forth in Section 2.1(b)(iv).

  • 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.

  • Seller Contracts means all contracts, agreements and leases, other than those that are Governmental Permits, to which Seller is a party and pertain to the ownership, operation or maintenance of the Assets or the Business, including those described on Schedule 1.8.

  • 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;

  • Parent Material Contract shall have the meaning set forth in Section 4.16(a).

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

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Acquired Contracts has the meaning given in Section 2.1(a).

  • Seller Intellectual Property means (a) all Intellectual Property Rights owned or licensed to Seller or its Affiliates prior to the Effective Date; (b) all Intellectual Property Rights in the Seller Parts, the Specifications, and the Base Vehicle; and (c) all other Intellectual Property Rights designed, developed, or otherwise created by Seller or its Affiliates after the Effective Date without reference to Buyer Intellectual Property excluding, in each case, any of the foregoing which are Buyer Intellectual Property.

  • CFD Contract or "CFD" shall mean a contract which is a contract for difference by reference to fluctuations in the price of the relevant security or index;

  • Customer Contracts has the meaning set forth in Section 2.1(b)(ii)(A).

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

  • 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.

  • 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);

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Customer Contract means a Contract (or group of related Contracts) pursuant to which any Group Company, after giving effect to the Pre-Closing Business Transfers, licenses or otherwise provides products and services to customers of the Business.

  • Company IP Licenses (other than “shrink wrap,” “click wrap,” and “off the shelf” software agreements and other agreements for Software commercially available on reasonable terms to the public generally with license, maintenance, support and other fees of less than $5,000 per year (collectively, “Off-the-Shelf Software Agreements”), which are not required to be listed, although such licenses are “Company IP Licenses” as that term is used herein), under which a Target Company is a licensee or otherwise is authorized to use or practice any Intellectual Property, and describes (A) the applicable Intellectual Property licensed, sublicensed or used and (B) any royalties, license fees or other compensation due from a Target Company, if any. Each Target Company owns, free and clear of all Liens (other than Permitted Liens), has valid and enforceable rights in, and has the unrestricted right to use, sell, license, transfer or assign, all Intellectual Property currently used, licensed or held for use by such Target Company, and previously used or licensed by such Target Company, except for the Intellectual Property that is the subject of the Company IP Licenses. For each Patent and Patent application in the Company Registered IP, the Target Companies have obtained valid assignments of inventions from each inventor. Except as set forth on Schedule 4.13(a)(iii), all Company Registered IP is owned exclusively by the applicable Target Company without obligation to pay royalties, licensing fees or other fees, or otherwise account to any third party with respect to such Company Registered IP.

  • 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.

  • Covered contract means a DoD prime contract for an amount exceeding the simplified acquisition threshold, except for a fixed-price contract without cost incentives. The term also includes a subcontract for an amount exceeding the simplified acquisition threshold, except for a fixed-price subcontract without cost incentives under such a prime contract.

  • Company Contract means any Contract: (a) to which the Company or any of its Subsidiaries is a Party; (b) by which the Company or any of its Subsidiaries or any Company IP or any other asset of the Company or its Subsidiaries is or may become bound or under which the Company or any of its Subsidiaries has, or may become subject to, any obligation; or (c) under which the Company or any of its Subsidiaries has or may acquire any right or interest.