Seller Proprietary Rights definition

Seller Proprietary Rights has the meaning ascribed to it in Section 3.11(c).
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Seller Proprietary Rights means the Acquired Proprietary Rights and the Seller Licensed Proprietary Rights.
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Seller Proprietary Rights shall have the meaning set forth in Section 6.12(a).
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Examples of Seller Proprietary Rights in a sentence

  • Each invoice shall detail the names of the employees, the time worked, their classification and rates of pay, and the contracted indirect cost rate for the work that gave rise to the invoice, as per the “Audit” article of this contract.

  • At no additional cost, Seller hereby grants Buyer an irrevocable, nonexclusive, worldwide license under Seller Proprietary Rights that is necessary or incident to the reasonably intended use or application of the Supplies.

  • Except to the extent already assigned to the Seller, the Seller does not believe that it is or will be necessary to utilize any inventions or proprietary information of any of its employees or consultants (or people it currently intends to hire) made prior to their employment by the Seller in order to manufacture, use or sell the Assets or Seller Proprietary Rights.

  • Seller has taken all necessary and desirable action to maintain, protect and enforce the material Seller Proprietary Rights owned by Seller.

  • For coral/oceans, it might be in terms of the portion of unimpaired coral in coastal waters.

  • The Seller has not granted any license or other right to any third party with respect to the Seller Proprietary Rights.

  • Corporate Group X elected to become an AAG effective January 1, 1999.

  • Walter proposed that Thies and Dunbar go to the FEC and explain any remaining debt or payables in an attempt to eliminate the need to continue filing.

  • No current or former employee or officer of or consultant to the Seller has excluded works or inventions made prior to his or her employment or relationship with the Seller from his or her assignment of inventions pursuant to such employee’s, officer’s or consultant’s proprietary information and inventions agreement in any way relating to the Business or that could reasonably be expected to affect the Seller Proprietary Rights.

  • Seller has at all times used commercially reasonable efforts customary in its industry to treat the Seller Proprietary Rights related to the Software, Hardware, Services, Domains, and Seller Components as containing trade secrets and has not disclosed or otherwise dealt with such items in a manner intended or reasonably likely to cause the loss of such trade secrets by release into the public domain.


More Definitions of Seller Proprietary Rights

Seller Proprietary Rights means all of the Proprietary Rights owned, licensed, leased, or used by Seller in the Business or which are necessary for the continued conduct of the Business as such was conducted by Seller immediately prior to the Closing, except for Excluded Assets.
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Seller Proprietary Rights means any Proprietary Rights owned by or licensed to the Parent (for the benefit of the Seller) or Seller or otherwise used in the business of the Seller.
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Seller Proprietary Rights means any Proprietary Right (including, but not limited to, all websites maintained or owned by any Seller or anyone on its behalf (or used by others with the approval of any Seller) and the exclusive right to use the names First Virtual Communications, Inc., FVC, CUseeMe Networks, Inc. and Click to Meet Version 4.1) that (i) is owned or used by, (ii) is licensed to, or (iii) was developed or created by or for the Sellers.
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Seller Proprietary Rights has the meaning set forth in Section 4.1.17(c).
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Seller Proprietary Rights means all Proprietary Rights owned by or purported to be owned by, used by or licensed by Seller and used or held for use in the conduct of the Business. “Subsidiary” means, with respect to any Person, any other Person, an amount of the voting securities or other voting ownership or voting interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting securities or interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person. “Tax” means (i) any federal, state, commonwealth, local or foreign income, gross receipts, license, escheat, commercial activity, occupancy, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, unincorporated business, profits, withholding, social security (or similar), unemployment, disability, workers’ compensation, real property, personal property, ad valorem, sales, use, transfer, registration, value added, alternative or add-on minimum, accumulated earnings, personal holding company, estimated, or other Tax of any kind whatsoever, whether computed on a separate, consolidated or combined basis, or in any other manner, including any interest, penalty, or addition thereto, whether disputed or not; and (ii) any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person. 37
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Seller Proprietary Rights means all proprietary information of the Seller, including all patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice), all trademarks, service marks, trade dress, trade names, corporate names, domain names, copyrights, all trade secrets, confidential information, ideas, formulae, compositions, know-how, processes and techniques, drawings, specifications, designs, logos, plans, improvements, proposals, technical and computer data, documentation and software, financial, business and marketing plans, and related information and all other proprietary, industrial or intellectual property rights relating to the business of the Seller. The consummation of the transactions contemplated by this Agreement will not adversely affect the right of the Surviving Corporation to continue to use the Seller Proprietary Rights. To the extent that registration of any Proprietary Right is useful or required by law, such Seller Proprietary Right has been duly and validly registered or filed, and any fees that are necessary to maintain in force any Seller Proprietary Rights or registrations thereof have been paid. Schedule 3. 27 sets forth a list and description of the copyrights, trademarks, service marks, trade dress and trade names used or held by the Seller and, where appropriate, the date, serial or registration number, and place of any registration thereof.
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Related to Seller Proprietary Rights

  • Proprietary Rights means all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.

  • Transferred Intellectual Property Rights means (a) the Transferred Patents, (b) the Transferred Copyrights, (c) the Transferred Internet Properties, (d) the Transferred Industrial Designs, (e) The Transferred Database Rights,(f) the Transferred Mask Work Rights, (g) the Transferred Trade Secrets, and (h) the Transferred Trademarks.

  • Owned Intellectual Property Rights means all Intellectual Property Rights owned or purported to be owned by the Company or any of its Subsidiaries.

  • Company Intellectual Property Rights means the Intellectual Property owned or used by the Company or any Company Subsidiary.

  • Third Party Intellectual Property Rights means any Intellectual Property owned by a third party.

  • Intellectual Property Rights (IPR) (11/18) means any patent rights, copyrights, trade secrets, trade names, service marks, trademarks, trade dress, moral rights, know-how and any other similar rights or intangible assets to which rights of ownership accrue, and all registrations, applications, disclosures, renewals, extensions, continuations, or reissues of the foregoing now or hereafter in force. “Key Personnel” (11/18) means the specific individuals identified in Section 3.11 to fill Key Positions.

  • 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.

  • Intellectual Property Rights or IPR means copyright, rights related to or affording protection similar to copyright, rights in databases, patents and rights in inventions, semi-conductor topography rights, trade marks, rights in internet domain names and website addresses and other rights in trade or business names, designs, Know-How, trade secrets and other rights in Confidential Information; applications for registration, and the right to apply for registration, for any of the rights listed at (a) that are capable of being registered in any country or jurisdiction; and all other rights having equivalent or similar effect in any country or jurisdiction;

  • Intellectual Property Right means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

  • Licensed Intellectual Property Rights means any Intellectual Property Rights owned by a third party that a Person has a right to use, exploit or practice by virtue of a license grant, immunity from Legal Action or otherwise.

  • Excluded Intellectual Property shall have the meaning set forth in Section 1.2(i).

  • Business Intellectual Property Rights means (a) the Intellectual Property Rights owned or licensed by the Group Companies and (b) any other Intellectual Property Rights owned or licensed by Seller or any of its other Subsidiaries and used solely in the conduct of the Business.

  • Property Rights means all licenses, permits, easements, rights-of-way, certificates and other approvals obtained by either of the parties either before or after the date of this Agreement and necessary for the exploration of the Property, or for the purpose of placing the Property into production or continuing production therefrom;

  • Intellectual Property the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to xxx at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

  • IP Ancillary Rights means, with respect to any other Intellectual Property, as applicable, all foreign counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and Liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to such Intellectual Property, including all rights to xxx or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other IP Ancillary Right.

  • Intellectual Property Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions and other Contracts, whether written or oral, relating to any Intellectual Property that is used or held for use in the conduct of the Business as currently conducted to which Seller is a party, beneficiary or otherwise bound.

  • Registered Intellectual Property Rights means all Intellectual Property Rights that are the subject of an application, certificate, filing, registration, or other document issued by, filed with, or recorded by, any Governmental Authority in any jurisdiction.

  • Joint Intellectual Property Rights means any work under the Subcontract, which:

  • Transferred Intellectual Property means (a) all Owned Intellectual Property, (b) all Intellectual Property Licenses, and (c) all Technology owned by or licensed to Sellers that is exclusively used in connection with the conduct of the Business as currently conducted (the foregoing constituting the “Transferred Technology”).

  • Intellectual Property Agreement means the agreement in substantially the form set forth as Exhibit B.

  • Intellectual Property License means any license, permit, authorization, approval, contract or consent granted, issued by or with any Person relating to the use of Intellectual Property.

  • Company Intellectual Property Agreements means any Contract governing any Company Intellectual Property to which the Company or any Subsidiary is a party or bound by, except for Contracts for Third-Party Intellectual Property that is generally, commercially available software and (A) is not material to the Company or any Subsidiary, (B) has not been modified or customized for the Company or any Subsidiary and (C) is licensed for an annual fee under $5,000.

  • Real Property Rights means all real property rights and interests of the Acquired Companies, including all fee interests, options, leases, easements, land use rights, access easements, transmission line easements, rights to ingress and egress, any and all bids, grants, awards, applications, rights to negotiate and all other rights relating to the Land.

  • 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.

  • Background Intellectual Property Rights means all Intellectual Property Rights owned, controlled, obtained, or licensed by a Party at any time prior to or after the term of this Agreement, or arising from development of Technology created independently of this Agreement.

  • Owned Company Intellectual Property means that portion of the Company Intellectual Property and Company Intellectual Property Rights that is owned by the Company Entities.