ASSIGNMENT OF THE DELIVERABLES Clause Samples

The "Assignment of the Deliverables" clause transfers ownership rights in the completed work or products (the deliverables) from the party creating them (such as a contractor or service provider) to the client or purchaser. Typically, this clause specifies that once the deliverables are finished and any agreed-upon conditions are met, all intellectual property rights, title, and interest in those deliverables are assigned to the client. For example, in a software development agreement, this clause ensures the client owns the code and related materials upon project completion. Its core function is to ensure that the client receives full legal ownership and control over the deliverables, preventing future disputes about rights or usage.
ASSIGNMENT OF THE DELIVERABLES. 28.1 The Supplier hereby assigns to the Authority, with full title guarantee, title to and all rights and interests in the Deliverables or shall procure that the first owner of the Deliverables assigns them to the Authority on the same basis. 28.2 The assignment under Clause 28.1 shall take effect on the Commencement Date or as a present assignment of future rights that will take effect immediately on the coming into existence of the relevant Deliverables, as applicable. 28.3 The Supplier shall waive or procure a waiver of any moral rights in any copyright works assigned to the Authority under this Contract. 28.4 If requested to do so by the Authority, the Supplier shall without charge to the Authority execute all documents and do such further acts as the Authority may require to perfect the assignment under Clause 28.1 or shall procure that the first owner of the Deliverables does so on the same basis. 28.5 Where the Supplier acquires, by operation of law, title to the Deliverables that is inconsistent with the allocation of title set out in Clause 28.1, it shall assign such Deliverables as it has acquired to the Authority in accordance with this Clause 28.5 or, where relevant, shall procure that the first owner of the Deliverables does so on the same basis.
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ASSIGNMENT OF THE DELIVERABLES. 32.1 Subject to Clause 32.6, the Supplier hereby assigns to the Authority, with full title guarantee, title to and all rights and interests in the Deliverables or shall procure that the first owner of the Deliverables assigns them to the Authority on the same basis. 32.2 The assignment under Clause 32.1 shall take effect on the Commencement Date or as a present assignment of future rights that will take effect immediately on the coming into existence of the relevant Deliverables, as applicable. 32.3 The Supplier shall waive or procure a waiver of any moral rights in any copyright works assigned to the Authority under this Contract. 32.4 If requested to do so by the Authority, the Supplier shall without charge to the Authority execute all documents and do such further acts as the Authority may require to perfect the assignment under Clause 32.1 or shall procure that the first owner of the Deliverables does so on the same basis. 32.5 Where the Supplier acquires, by operation of law, title to the Deliverables that is inconsistent with the allocation of title set out in Clause 32.1, it shall assign such Deliverables as it has acquired to the Authority in accordance with this Clause 32.5 or, where relevant, shall procure that the first owner of the Deliverables does so on the same basis. 32.6 In the case of Paragraph 5.3 of Schedule 2, the Supplier shall assign the recordings of the interpretation and all Intellectual Property Rights therein to the relevant Commissioning Body in accordance with Clauses 32.1 to 32.5 (inclusive) as if such Commissioning Body was the Authority.
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Related to ASSIGNMENT OF THE DELIVERABLES

  • Closing Deliverables (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

  • SERVICE DELIVERABLES You will receive service on the Covered Product as described below: Carry-In: Unless otherwise provided in this Agreement, the Covered Product must be shipped or delivered and retrieved by You at Our authorized service center during normal business hours. In-Home/On-Site: Service will be performed in Your home or on-site as indicated on the Declarations Page of this Agreement, or on Your sales receipt or invoice provided You have fulfilled the following requirements: (1) provide Our authorized technician with accessibility to the Covered Product; (2) provide a non-threatening and safe environment for Our authorized technician; and (3) an adult over the age of 18 must be present for the period of time Our authorized technician is scheduled to provide service and while Our authorized technician is on Your property servicing the Covered Product. In-Home Service will be provided by Our authorized service provider during regular business hours, local time, Monday through Friday, except holidays. Our authorized service center may opt to remove the Covered Product to perform service in-shop. The Covered Product will be returned upon completion. Additional time and mileage charges for in-home repairs outside of twenty-five (25) contiguous land miles or the normal service radius of Our authorized service center are not covered by this Agreement, and are Your responsibility.

  • Seller Closing Deliverables Seller shall have delivered to Purchaser each of the certificates, instruments, agreements, documents and other items required to be delivered pursuant to Section 3.5 at or prior to the Closing Date.

  • Acceptance of Deliverables The State’s Project Manager shall be responsible for the sign-off acceptance of all Deliverables required and performed/submitted pursuant to this Agreement. Upon successful completion of a Deliverable, Contractor shall provide the State’s Project Manager with a completed Acceptance and Signoff Form (Exhibit E). The State’s Project Manager will apply the standards established in Exhibit D and the acceptance criteria set forth in subparagraph B of this article, as appropriate, to determine the acceptability of the Deliverable provided by Contractor. If the State’s Project Manager rejects the Deliverable, the parties agree to any dispute(s) resulting from such rejection(s) will be resolved as set forth in this article. Acceptance Criteria for Deliverables (“Criteria”) provided by Contractor pursuant to this Agreement include: Timeliness: The Work was provided on time; according to schedule; Completeness: The Deliverable contained all of the, Data, Materials, and features required by the Agreement; and Technical accuracy: The Deliverable complied with the standards of this Agreement, or, if this Agreement lacks a standard for provision of the Work, the currently generally accepted industry standard. Contractor shall provide the Deliverable to the State, in accordance with direction from the Project Manager and as provided for in Exhibit D. The State shall accept the Deliverable, provided that Contractor has delivered the Deliverable in accordance with the Criteria. The State’s Project Manager shall assign the Acceptance and Signoff Form to notify Contractor of the Deliverable’s acceptability. If the State rejects the Deliverable provided, the State’s Project Manager shall submit to Contractor’s Project Manager a written rejection describing in detail the failure of the Deliverable as measured against the Criteria. If the State rejects the Deliverable, then Contractor shall have a period of ten (10) Business Days from receipt of the Notice of rejection to correct the stated failure(s) to conform to the Criteria.