Allocation of Intellectual Property Rights Sample Clauses

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Allocation of Intellectual Property Rights. The right of the Parties to any Intellectual Property that may be created in connection with or as a result of the product or service jointly developed by the Parties or otherwise developed pursuant to this Agreement shall be allocated in connection with the decision of the Parties to develop the product or service. In the absence of such a decision, all Intellectual Property Rights developed in connection with the joint development of a product or service shall be owned by the Party which initially proposed the product or service in the form of a marketing service description or similar document. 15.2.1 The Party owning Intellectual Property created in the performance of a jointly developed product or service shall grant the other Parties a royalty-free, worldwide, nonexclusive license during the term of this Agreement to use, reproduce, adapt, distribute, perform, display and otherwise practice all such Intellectual Property for their business purposes, including the right to authorize third parties to do the foregoing for the other Party's business purposes. 15.2.2 The Party owning Intellectual Property created in the performance of a jointly developed product or service shall grant the other Parties a perpetual, royalty-free, worldwide, nonexclusive license effective upon the termination or expiration of this Agreement to use, reproduce, adapt, distribute, perform, display, and otherwise practice all such Intellectual Property as may be reasonably necessary to permit the other Parties to continue pursuing their business in substantially the manner that business was pursued prior to any termination or expiration of this Agreement, including the right to authorize third parties to do the foregoing for the purpose of so continuing the other Party's business.
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Allocation of Intellectual Property Rights. The various aspects of ------------------------------------------ ownership and rights to use iLearn, the Knowledge Management System, the iLearn Content Integration System, the iLearn Templates, Code, the Custom Works, the Endeavor Marks, Third Party Software, and Content of the Web-MD Courses shall be governed by this Section 10.
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Allocation of Intellectual Property Rights. Definition of Terms Intellectual Property: Inventions, discoveries, works of authorship and/or other creative works that may be subject to protection under federal or state patent, copyright, trademark, and/or trade secret laws arising from or related to the works or efforts of faculty. Invention: Any discovery, product, process, machine, composition of matter and/or improvements which may be patentable. Patent/Patentable: Any invention or other matter that may be patentable under the patent laws of the United States or foreign country. Trade Secret: Any information which (a) derives economic value from not being readily known or available to others, and (b) is protected from disclosure by reasonable efforts. Sponsored research: Third parties by agreement or default to joint efforts. Copyright/Copyrightable: Any original work of authorship protectable under the copyright laws of the United States or foreign country. Gross Royalty Income: Gross revenue resulting from a given Intellectual Property. Net Royalty Income: Gross royalty income less costs incurred by the inventor(s)/author(s), the University, and any third party commercializing the product, including securing legal protection and licensing. University support: Significant use ($5000 in unreimbursed use, other than incidental uses which include public facilities and normal services including library and computer use) in connection with the work, including support provided by another organization when administered or controlled by the University. Significant use of University facilities means extensive unreimbursed use of laboratory, studio, or computer facilities, or human resources.
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Allocation of Intellectual Property Rights. The various aspects of ------------------------------------------ ownership and rights to use Siteman, Corporate Siteman, Endeavor Siteman, Code, the Custom Works, the Healthcare Professional Web Sites, Endeavor and Healthcare Professional Content, Endeavor and Healthcare Professional Marks, and Third Party Software shall be governed by this Section 10.
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Allocation of Intellectual Property Rights 
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Related to Allocation of Intellectual Property Rights

  • Protection of Intellectual Property Rights Borrower and each of its Subsidiaries shall: (a) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to Borrower’s business; (b) promptly advise Collateral Agent in writing of material infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s prior written consent.

  • Registration of Intellectual Property Rights (a) Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights. (b) Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any. (c) Borrower shall (i) give Bank not less than 30 days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will be filed; (ii) prior to the filing of any such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower; (iii) upon the request of Bank, either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Bank to be filed for Bank to maintain the perfection and priority of its security interest in such intellectual property rights, and the date of such filing. (d) Borrower shall execute and deliver such additional instruments and documents from time to time as Bank shall reasonably request to perfect and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral. (e) Borrower shall (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights, (ii) use commercially reasonable efforts to detect infringements of the Trademarks, Patents and Copyrights and promptly advise Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of Bank, which shall not be unreasonably withheld. (f) Bank may audit Borrower’s Intellectual Property Collateral to confirm compliance with this Section 6.8, provided such audit may not occur more often than twice per year, unless an Event of Default has occurred and is continuing. Bank shall have the right, but not the obligation, to take, at Borrower’s sole expense, any actions that Borrower is required under this Section 6.8 to take but which Borrower fails to take, after 15 days’ notice to Borrower. Borrower shall reimburse and indemnify Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section 6.8.

  • Protection of Intellectual Property Subject to and except as permitted by the Credit Agreement, such Grantor shall use commercially reasonable efforts not to do any act or omit to do any act whereby any of the Intellectual Property that is material to the business of Grantor may lapse, expire, or become abandoned, or unenforceable, except as would not reasonably be expected to have a Material Adverse Effect.

  • Protection and Registration of Intellectual Property Rights (a) (i) Protect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent. (b) To the extent not already disclosed in writing to Bank, if Borrower (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent or the registration of any Trademark, then Borrower shall immediately provide written notice thereof to Bank and shall execute such intellectual property security agreements and other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in such property. If Borrower decides to register any Copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least fifteen (15) days prior written notice of Borrower’s intent to register such Copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Bank may request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Bank in the Copyrights or mask works intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States Copyright Office. Borrower shall promptly provide to Bank copies of all applications that it files for Patents or for the registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security agreement required for Bank to perfect and maintain a first priority perfected security interest in such property. (c) Provide written notice to Bank within ten (10) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Bank’s rights and remedies under this Agreement and the other Loan Documents.

  • Definition of Intellectual Property For the purposes of this Agreement, the term “intellectual property” refers to all categories of intellectual property that are the subject of Articles 6.6 (Trademarks) to 6.11 (Undisclosed Information / Measures Related to Certain Regulated Products).