Deliverables and Intellectual Property Rights Sample Clauses

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Deliverables and Intellectual Property Rights. Customer acknowledges that there are no individual deliverables or work results to be provided as part of the services unless expressly agreed in writing in a SOW. Customer acknowledges that AvePoint exclusively retains all intellectual property rights in all software created or provided by AvePoint and that AvePoint will have exclusive, unlimited ownership rights to all work performed or created pursuant as part of or during the services provided by AvePoint and all materials, information and/or Deliverables prepared or developed as a result of the services provided hereunder. Notwithstanding the foregoing, for all AvePoint software products created or delivered by AvePoint for or to Customer, AvePoint grants to Customer a worldwide, non-exclusive and non-transferable license, limited to the agreed service usage period and under the further terms of the AvePoint Master Software License and Support Agreement only, a copy of which can be found at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/license/license.html (“Software Agreement”). In the event Customer has executed a negotiated Software Agreement or a similar master agreement with AvePoint, such agreement shall prevail. For all other AvePoint deliverables and work products, if any, AvePoint grants Customer the worldwide, non-exclusive, non-transferable right to use, limited to the agreed service usage period.
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Deliverables and Intellectual Property Rights. Company understands and agrees that NeuLion shall utilize its (and/or its affiliates') proprietary intellectual property in the development and delivery of the Service provided for herein. Accordingly, NeuLion shall be the owner of the Service and any and all intellectual property rights therein contained (including but not limited to all patents, trademarks, know how, and business models), and, in further consideration for the rights granted herein to Company, Company hereby assigns to NeuLion any and all rights, title and interest, including, without limitation, copyrights, trade secrets and proprietary rights, to the materials created or developed by NeuLion hereunder and required to be delivered to Company by virtue of their description (the "Deliverables"), excluding the Content provided by Company thereunder. The Deliverables shall not be deemed to be "works made for hire" under the federal copyright laws. Company agrees to give NeuLion reasonable assistance to perfect such assignment of such rights, title and interest. F) The parties hereby agree to amend and change the Agreement by deleting the entire final sentence of Section 12, which presently reads as: "NeuLion may choose to terminate this Agreement upon thirty (30) days written notice to Company if Company does not maintain at least two thousand five hundred (2,500) active Subscribers as the first twelve (12) months from launch of the Service." G) The parties hereby agree to amend and change the Agreement by adding the following new subsection (e) to Section 10:
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Deliverables and Intellectual Property Rights. Company understands and agrees that NeuLion shall utilize its (and/or its affiliates’) proprietary intellectual property in the development and delivery of the Service provided for herein. Accordingly, NeuLion shall be the owner of the Service and any and all intellectual property rights therein contained (including but not limited to all patents, trademarks, know how, business models and subscriber lists), and, in further consideration for the rights granted herein to Company, Company hereby assigns to the NeuLion any and all rights, title and interest, including, without limitation, copyrights, trade secrets and proprietary rights, to the materials created or developed by NeuLion hereunder and required to he delivered to Company by virtue of their description or specification as a deliverable in Exhibit A (the “Deliverables”), excluding the Content provided by Company thereunder. The Deliverables shall not be deemed to be “works made for hire” under the federal copyright laws. Company agrees to give NeuLion reasonable assistance to perfect such assignment of such rights, title and interest.
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Deliverables and Intellectual Property Rights. (a) All Deliverables, unless Apollo Entity has not paid the Fees due for such Deliverable according to the terms of this Agreement, shall be and remain the sole and exclusive property of Apollo Entity and Apollo Entity shall exclusively retain all ownership and intellectual property rights therein. If is deemed to retain any intellectual property rights in any Deliverables, or if any Deliverable is not deemed a “work for hire” by operation of law, Company hereby irrevocably assigns and Apollo Entity hereby accepts all rights, title and interests in any intellectual property rights in such Deliverable without further consideration. Company acknowledges, and shall cause any of its Personnel to acknowledge, that Apollo Entity and its successors and permitted assigns, shall have the right to obtain and hold in its own name any intellectual property rights in and to the Deliverables. Company agrees to execute, and shall cause any of its Personnel to execute as applicable, any documents or, at Apollo Entity’s sole reasonable cost, take any other actions as may reasonably be necessary, or as Apollo Entity may reasonably request, to perfect Apollo Entity’s intellectual property rights in any such Deliverables. At any time, Apollo Entity may request and Company shall promptly provide Apollo Entity with copies on industry standard media of all executable code, object code, source code and documentation for any and all software included as a Deliverable, whether completed or works-in-progress. Company acknowledges that there are, and may be, future rights that Apollo Entity may otherwise become entitled to with respect to the Deliverables that do not yet exist, as well as new uses, media, and means and forms of exploitation throughout the world exploiting current or future technology yet to he developed, and Company specifically intends that the foregoing assignment of rights to Apollo Entity and it hereby does include all such now known and unknown uses, media, and means and forms of exploitation throughout the world. (b) It is understood that each party shall be free to use its general knowledge, skills and experience outside the scope of this Agreement. Company shall retain the sole and exclusive ownership of all intellectual property rights in Company party materials, ideas, inventions, concepts, know-how, techniques, methods and processes in existence prior to the effective date of an applicable SOW (^Company Pre-Existing IP”). Company hereby grants to Apollo En...
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Deliverables and Intellectual Property Rights. (a) Subject to the following provisions of this Section 8, all rights in any Deliverable pass to the Client upon payment of all fees due to Onepoint which relate to that Deliverable, and Onepoint will execute a formal assignment thereof on request by the Client. (b) Where pre-existing works are specified in a SOW as being incorporated in any Deliverable, the Client has non-exclusive irrevocable world-wide royalty free licence to use modify and distribute such pre-existing works, but only as part of the Deliverable; all other rights in the pre-existing works are reserved. (c) For purposes of this Section 8, the following terms shall have the following meanings:
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Deliverables and Intellectual Property Rights 
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Related to Deliverables and Intellectual Property Rights

  • Patents and Intellectual Property Rights Recipients are subject to the ▇▇▇▇-▇▇▇▇ Act, 35 U.S.C. § 200 et seq, unless otherwise provided by law. Recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from federal financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14.

  • INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS A. Data produced under this Annex which is subject to paragraph C. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement will be protected for the period of one year. B. Under paragraph H. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement, Disclosing Party provides the following Data to Receiving Party. The lists below may not be comprehensive, are subject to change, and do not supersede any restrictive notice on the Data provided.

  • Intellectual Property Rights The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

  • Background Intellectual Property “Background Intellectual Property” means property and the legal right therein of either or both parties developed before or independent of this Agreement including inventions, patent applications, patents, copyrights, trademarks, mask works, trade secrets and any information embodying proprietary data such as technical data and computer software. Both parties agree to provide the Background Intellectual Property necessary to complete the objectives of the project. Both parties shall retain all rights to their respective Background Intellectual Property provided for this purpose. Neither party shall assume any rights in the other party’s Background Intellectual Property provided for this project other than the right to use said Background Intellectual Property to achieve the objectives of this project.

  • Third Party Intellectual Property Rights 10.7.1 Each Party shall give prompt written notice to the other of any intellectual property rights of any third party which could reasonably be considered as constituting impediment on the use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event the Parties shall agree on the strategy and procedural steps to be taken in respect of opposing and/or settling such potential impediment. 10.7.2 Each Party shall give prompt written notice to the other of claims or suits arising out of actual or alleged Infringement of Patent Rights, Know-How or other intellectual property owned by a third party, as a result of any use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event Licensee, subject to the provisions of Section 10.7.3, shall have the right to contest or defend such claim or suit on behalf of itself and on behalf of Ipsen. If Licensee elects to contest or defend such claim or suit, Licensee shall notify Ipsen of such election, and shall keep Ipsen fully informed of any development in such claim or suit, including by transmitting copies of all documents in such claim or suit. If Licensee contests or defends a claim or suit pursuant to this Section 10.7.2 and Ipsen has not elected to contest or defend such claim or suit subject to, and in accordance with, the provisions of Section 10.7.3, then (a) Licensee shall control the defense of such claim or suit, (b) Ipsen shall provide assistance in the defense of such claim or suit in a reasonable and timely manner upon reasonable request of Licensee and at Licensee’ sole cost and expense; and (c) Licensee shall have the right to compromise or settle such claim or suit; provided, however, that, if such claim or suit was originally made or filed against Ipsen or any of its Affiliates or pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Know-How, any such compromise or settlement by Licensee of such claim or suit shall be subject to ▇▇▇▇▇’▇ prior written approval, which shall not be unreasonably withheld or delayed. Notwithstanding Licensee’s control of the defense of any claim or proceeding pursuant to this Section 10.7.2, Ipsen shall have the right to participate in such defense using counsel of its own choice and at its own expense, provided that such claim or proceeding was originally made or filed against Ipsen or any of its Affiliates or pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Inventions. 10.7.3 If, within [ ]* after Licensee receives written notice of any such claim or suit, Licensee elects not to contest or defend, or fails to notify Ipsen of its intent to contest to or defend, such claim or suit, then Ipsen shall have the right to contest or defend such claim or suit on behalf of itself and Licensee and shall keep Licensee fully informed of any development in such claim or suit, including by transmitting copies of all documents submitted in such claim or suit. Notwithstanding any of the foregoing provisions of this Section 10.7.3 to the contrary, ▇▇▇▇▇’▇ right under this Section 10.7.3 to contest or defend such claim or suit shall apply only if either (i) such claim or suit was originally made or brought against Ipsen or any of its Affiliates or (ii) such claim or suit pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Inventions. If Ipsen contests or defends a claim or suit pursuant to this Section 10.7.3, then (a) Ipsen shall control the defense of such claim or suit, (b) Licensee shall provide assistance in the defense of such claim or suit in a reasonable and timely manner upon reasonable request of Ipsen and at ▇▇▇▇▇’▇ sole cost and expense and (c) Ipsen shall have the right to compromise or settle such claim or suit; provided, however, that such compromise or settlement shall be subject to Licensee’s prior written approval, which shall not be unreasonably withheld or delayed. Notwithstanding ▇▇▇▇▇’▇ control of the defense of any such claim or proceeding, Licensee shall have the right to participate in such defense using counsel of its own choice and at its own expense. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 10.7.4 The defending Party shall bear its own costs and expenses (including, without limitation, attorneys fees and court costs) in connection with the defense of any claim or suit pursuant to Section 10.7.2 or Section 10.7.3, and the defending Party shall also bear the costs and expenses of the other Party if and to the extent that such costs and expenses were incurred by such other Party in connection with reasonable assistance provided by such other Party in connection with such defense at the request of the defending Party. 10.7.5 In the event that, in connection with the defense of any claim or suit pursuant to this Section 10.7 or any settlement thereof, the defending Party shall receive damages, costs or other amounts, such damages, costs or other amounts shall be treated in the manner contemplated under Section 10.6 as if they had been received by the defending Party in connection with any action or proceeding initiated and pursued by the defending Party pursuant to Section 10.6 above. 10.7.6 The provisions of this Section 10.7 and the respective rights and obligations of the Parties under this Section 10.7 shall be without prejudice to any of the provisions of Article 15 or any of the respective rights and obligations of the Parties under Article 15.