Dealing With Intellectual Property Clause Samples

The 'Dealing With Intellectual Property' clause defines how intellectual property (IP) rights are managed, owned, and used between the parties involved in an agreement. It typically outlines which party retains ownership of pre-existing IP, how new IP created during the relationship will be handled, and any licenses or permissions granted for use of such IP. For example, it may specify that a client owns all deliverables created by a contractor, while the contractor retains rights to their underlying tools or methods. This clause is essential for preventing disputes over IP ownership and usage, ensuring both parties understand their rights and obligations regarding intellectual property.
Dealing With Intellectual Property. On a continuing basis, each Grantor shall, at its sole cost and expense: (a) promptly following its becoming aware thereof, notify Lender of any adverse determination in any proceeding or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office regarding such Grantor’s claim of ownership in or right to use any material Intellectual Property Collateral, such Grantor’s right to register such Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect; (b) maintain and protect the Intellectual Property Collateral in compliance with, and except as permitted under, the terms of the Credit Agreement; (c) not permit to lapse or become abandoned any Intellectual Property Collateral in compliance with, and except as permitted under, the terms of the Credit Agreement, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Intellectual Property Collateral, in each case except as shall be consistent with terms of the Credit Agreement; (d) upon such Grantor obtaining knowledge thereof, promptly notify Lender in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of any material Intellectual Property Collateral or the ability of such Grantor or Lender to dispose of any material Intellectual Property Collateral or any portion thereof, or the rights and remedies of Lender in relation thereto including a levy or threat of levy or any legal process against any material Intellectual Property Collateral or any portion thereof; (e) not license the Intellectual Property Collateral other than licenses entered into by such Grantor in, or incidental to, the ordinary course of business, or amend or permit the amendment of any of the licenses in a manner that materially and adversely affects the right to receive payments thereunder, or in any manner that could materially impair the value of the Intellectual Property Collateral or the Lien on and security interest in the Intellectual Property Collateral created therein hereby, without the consent of Lender; (f) diligently keep adequate records respecting its Intellectual Property Collateral; and (g) furnish to Lender from time to time upon Lender’s reasonable request therefor reasonably detailed statements and amended schedules further iden...
Dealing With Intellectual Property. 9.4.1 The State: a. must, if requested by the Commonwealth to do so, bring into existence, sign, execute or otherwise deal with any document which may be necessary or desirable to give effect to this clause 9; b. warrants that the State is entitled, or will be entitled at the relevant time, to deal with the Intellectual Property in the Agreement Material and the Existing Material in accordance with this clause 9; and c. except as expressly provided for in this Agreement, must not deal with the Intellectual Property in the Agreement Material during the Term of this Agreement.
Dealing With Intellectual Property. On a continuing basis, the Pledgor shall, at its sole cost and expense, (a) promptly following its becoming aware thereof, notify the Secured Party of any adverse determination in any proceeding or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office regarding the Pledgor's claim of ownership in or right to use any of the Trademarks, the Pledgor's right to register such Trademark or its right to keep and maintain such registration in full force and effect, (b) maintain and protect the Trademarks for use, (c) not permit to lapse or become abandoned any Trademarks, and not settle or compromise any pending or future litigation or administrative proceeding with respect to such Trademark, in each case except as shall be consistent with commercially reasonable business judgment, (d) upon the Pledgor obtaining knowledge thereof, promptly notify the Secured Party in writing of any event which may be reasonably expected to materially and adversely affect the value or utility of any of the Trademarks, the ability of the Pledgor or the Secured Party to dispose of the Trademarks or any portion thereof or the rights and remedies of the Secured Party in relation thereto including a levy or threat of levy or any legal process against the Trademarks or any portion thereof, (e) not license the Trademarks other than licenses entered into by the Pledgor in, or incidental to, the ordinary course of business, or amend or permit the amendment of any of the licenses, in any such case in a manner that could materially impair in the reasonable judgment of the Pledgor, the Lien on and security interest in the Trademarks created therein hereby or the exercise of remedies by the secured party hereunder, without the consent of the Secured Party, and (f) diligently keep adequate records respecting the Trademarks.
Dealing With Intellectual Property. 29 Section 6.03 Additional Intellectual Property.30 Section 6.04 Intellectual Property Litigation.31 RECEIVABLES 31 Section 7.01 Dealing With Receivables.31 Section 7.02 Modification of Receivables.32 REMEDIES 32 Section 8.01 Remedies.32 Section 8.02 No Waiver and Cumulative Remedies.35 Section 8.03 Application of Proceeds.36 MISCELLANEOUS 36 Section 9.01 Concerning Collateral Agent.36 3243958.7 Section 9.02 Performance By Collateral Agent.37
Dealing With Intellectual Property. 6.1 Title and ownership to all Intellectual Property in all Contract Material shall be transferred from SmarterSoft to the Client upon receipt of full payment for Services, except where a Solution contains SmarterSoft’s own Intellectual Property, as is the case for Solutions built using the Integra Platform. In such cases: a) SmarterSoft shall retain title and ownership of all Intellectual Property within any Contract Material, including, but not limited to any Client specific customisations, configurations, plans, designs, documents, Source Code, creative products; and b) SmarterSoft shall own the copyright within any Contract Material in which copyright subsists. 6.2 Where SmarterSoft grants the Client a license to use its Intellectual Property, for example Solutions built using SmarterSoft’s Integra Platform (“Licensed Solutions”), unless otherwise agreed in writing, the license shall be non- exclusive, non-perpetual, non-transferrable and restricted by the following: a) the Client agrees to use the Licensed Solution solely for purposes internal to the Client’s organisation and shall not attempt to resell, redistribute or sublicense the Licensed Solution to any third party, in whole or in part, in any form, whether modified or unmodified for any reason whatsoever; and b) the Client agrees not to decipher, decompile, disassemble or reverse engineer any of the Licensed Solution for any reason. 6.3 The Client recognises that SmarterSoft regards Licensed Solutions as its proprietary information and as confidential trade secrets of great value. The Client agrees not to provide or to otherwise make available in any form the Licensed Solution, or any portion thereof, to any third party without the prior written consent of SmarterSoft. The Client further agrees to treat the Licensed Programs with at least the same degree of care with which the Client treats its own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the SmarterSoft’s Licensed Solution. 6.4 The original and any copies of the Licensed Solution, including translations, compilations, partial copies, modifications, and updates, always remain the sole property of SmarterSoft. 6.5 All rights to Intellectual Property contained within Content shall always vest in the Client or the Content’s legal owner. 6.6 For the lifetime of any Solution containing SmarterSoft’s own Intellectual Property, the Client shall allow SmarterSoft to display up...
Dealing With Intellectual Property. The Secured Party may register assignments of the Intellectual Property, and use, sell, assign, license, or sub-license any of the Intellectual Property.
Dealing With Intellectual Property. On a continuing basis, the Pledgor shall, at its sole cost and expense, (a) promptly following its becoming aware thereof, notify the Secured Party of any adverse determination in any proceeding or the institution of any proceeding in any federal, state or local court or administrative body or in the United States Patent and Trademark Office regarding the Pledgor's claim of ownership in or right to use any of the Trademarks, the Pledgor's right to register such Trademark or its right to keep and maintain such registration in full force and effect, (b) maintain and protect the Trademarks for use,
Dealing With Intellectual Property. ‌ The Delivery Partner: (a) agrees, if requested by the GBRF to do so, to bring into existence, sign, execute or otherwise deal with any document which may be necessary or desirable to give effect to this clause 11; and (b) warrants and represents to the GBRF that at the time the Project Material or Existing Material is made available to the GBRF that it is entitled to deal with the Intellectual Property Rights in the Project Material and Existing Material in accordance with this clause 11.

Related to Dealing With Intellectual Property

  • Intellectual Property; Licenses, Etc The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.