GRANT OF RIGHTS; OWNERSHIP OF INTELLECTUAL PROPERTY Clause Samples

GRANT OF RIGHTS; OWNERSHIP OF INTELLECTUAL PROPERTY. 10 2.1 Yahoo! Transitional Trademark License to Alibaba 10 2.2 Alibaba Technology IP Rights License to Yahoo! 11
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GRANT OF RIGHTS; OWNERSHIP OF INTELLECTUAL PROPERTY. 2.1 Yahoo! Transitional Trademark License to Alibaba. Subject to Article III (Use of Yahoo! Trademarks) and all other terms and conditions of this Agreement, and except as prohibited under applicable Law, Yahoo! (on behalf of itself and its Controlled Affiliates) hereby grants to Alibaba and China Yahoo!, during the Amendment and Restatement Period, an exclusive, non-sublicensable, non-transferable license, under Yahoo!’s and its Controlled Affiliates’ rights in and to the Yahoo! Trademarks, solely to use, reproduce and display the Yahoo! Trademarks to conduct the following activities solely within the Territory and solely during the Amendment and Restatement Period as Alibaba and China Yahoo! transition away from using the Yahoo! Trademarks (the “Exclusive Field”): (a) operate Licensed Sites;
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GRANT OF RIGHTS; OWNERSHIP OF INTELLECTUAL PROPERTY. 2.1 Yahoo! Transitional Trademark License to Alibaba. Subject to Article III (Use of Yahoo! Trademarks) and all other terms and conditions of this Agreement, and except as prohibited under applicable Law, Yahoo! (on behalf of itself and its Controlled Affiliates) hereby grants to Alibaba and China Yahoo!, during the Amendment and Restatement Period, an exclusive, non-sublicensable, non-transferable license, under Yahoo!’s and its Controlled Affiliates’ rights in and to the Yahoo! Trademarks, solely to use, reproduce and display the Yahoo! Trademarks to conduct the following activities solely within the Territory and solely during the Amendment and Restatement Period as Alibaba and China Yahoo! transition away from using the Yahoo! Trademarks (the “Exclusive Field”): (a) operate Licensed Sites; (b) distribute marketing collateral for the Licensed Sites; and (c) market or distribute client-end software (i) provided that (A) such client-end software can only operate in conjunction with the Licensed Sites and (B) Alibaba or China Yahoo! can and will disable any attempted use of such client-end software outside of the Territory or (ii) as approved by Yahoo! in its sole discretion; provided, however, that, if there is any use of the Yahoo! Trademarks outside of the Territory based upon Alibaba’s or China Yahoo!’s provision of such client-end software, Alibaba and China Yahoo! shall have thirty (30) days to cure such use following written notice of such use by Yahoo! (which describes such use in reasonable detail); provided, further, that, if Alibaba and China Yahoo! do not cure such use within such thirty (30) day period, Alibaba’s and China Yahoo!’s right to market or distribute such client-end software shall immediately terminate. Alibaba, China Yahoo! and Yahoo! acknowledge and agree that the sole purpose of the foregoing license is to allow Alibaba and China Yahoo! a reasonable period of time to phase out of use of the Yahoo! Trademarks. Alibaba agrees, and agrees to cause China Yahoo!, to use its commercially reasonable efforts to complete the phase out of use of the Yahoo! Trademarks as soon as reasonably practical and feasible; provided, however, that neither Alibaba nor China Yahoo! shall be obligated under this Agreement to commence the phase-out of use of the Yahoo! Trademarks until the second anniversary of the Amendment and Restatement Effective Date.
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Related to GRANT OF RIGHTS; OWNERSHIP OF INTELLECTUAL PROPERTY

  • Ownership of Intellectual Property Any intellectual property which originates from or is developed by a Party shall remain the exclusive property of that Party. Except for a limited license to use patents or copyrights to the extent necessary for the Parties to use any facilities or equipment (including software) or to receive any service solely as provided under this Agreement, no license in patent, copyright, trademark or trade secret, or other proprietary or intellectual property right now or hereafter owned, controlled or licensable by a Party, is granted to the other Party or shall be implied or arise by estoppel. It is the responsibility of each Party to ensure at no additional cost to the other Party that it has obtained any necessary licenses in relation to intellectual property of third Parties used in its network that may be required to enable the other Party to use any facilities or equipment (including software), to receive any service, or to perform its respective obligations under this Agreement.

  • Ownership of Intellectual Property Rights 1. 3. 1. Your only right to use the Software is by virtue of this License and you acknowledge that all intellectual property rights in or relating to the Software and all parts of the Software are and shall remain the exclusive property of Traction Software Limited or its licensors. 2. 3. 2. You further acknowledge that all intellectual property rights in or relating to any improvement, modification or adaptation of the Software arising directly or indirectly from you using the Software are and shall remain the exclusive property of Traction Software Limited. 3. 3. 3. You agree that you will not remove or alter any copyright notices or similar proprietary devices, including without limitation any electronic watermarks or other identifiers, that may be incorporated in the Software or any copy of the Software.

  • Assignment of Rights to Intellectual Property The Executive shall promptly and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full right, title and interest in and to all Intellectual Property. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations. All copyrightable works that the Executive creates shall be considered “work made for hire”.

  • Grant of Intellectual Property License For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)) (“Collateral Agent License”), including in such license the right to use, license, sublicense or practice any Intellectual Property now owned or hereafter acquired by Issuer (or any applicable grantor), and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that the Collateral Agent may sell any of such Issuer’s Inventory directly to any person, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer and any Inventory that is covered by any Copyright owned by or licensed to Issuer and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided herein.

  • Grant of License to Use Intellectual Property For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent shall be exercised, at the option of the Collateral Agent, upon the occurrence and during the continuation of an Event of Default; provided that any license, sub-license or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.