I ntellectual Property Sample Clauses
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I ntellectual Property. Consultant represents and warrants that it has the full legal power and authority to grant any and all licenses of materials used by the Consultant for this Agreement and hereby grants to the Village any and all such licenses and unrestricted use thereof. The Village shall own, without restriction or limitation, all text, graphics, designs, renderings, images, logos, social media posts, audio visual materials, tag lines, processes, ideas and any and all other content in any and all formats (collectively “Intellectual Property”) created by or provided by Consultant, Consultant’s employees or Consultant’s independent contractors for purposes of fulfilling the terms of this Agreement. Consultant will ensure that all independent contractors have written agreements in place that transfers ownership of all Intellectual Property created by them or provided by them to the Village, without restriction or limitation. Consultant represents and warrants that all Intellectual Property provided to the Village by Consultant will not infringe on any copyrights, trademark rights, patent rights, trade secrets or other rights of any third party. Consultant agrees to indemnify, defend and hold Village harmless from and against any loss, cost, damage, liability, or expense (including attorney’s fees and other reasonable litigation expenses) suffered or incurred by Village in connection with any such infringement claim by any third party. If a claim is made or an action brought that the materials provided (or any component thereof) to the Village, infringes a third party patent, copyright, or trademark, or misappropriates any trade secret or other intellectual property right, then Consultant will defend Village from, in the manner and form determined in the sole discretion of the Village, and indemnify and hold harmless Village against, such claim and any resulting costs, damages and attorneys’ fees arising out of or incurred as a result of such claim, together with all amounts finally awarded or agreed to in settlement. The Village shall have sole control of the defense and all related settlement negotiations at the Consultant’s expense. Consultant agrees to cooperate fully in any investigation, defense or settlement of such claim or action. If the Village is enjoined from using any Intellectual Property due to an actual or claimed infringement of any patent, trademark, or copyright or other property right or for any other reason, then at Consultant’s option, Consultant shall ...
I ntellectual Property. Except as described in the Registration Statement or Prospectus, the Company and the Subsidiary own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively, the “I ntellectual Property”), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and the Subsidiaries have not received any written notice of any claim of infringement or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Effect. There are no pending, or to the Company’s knowledge, threatened judicial proceedings or interference proceedings challenging the Company’s or any Subsidiary’s rights in or to or the validity of the scope of any of the Company’s or its Subsidiaries’ patents, patent applications or proprietary information. To the Company’s knowledge, no other entity or individual has any right or claim in any of the Company’s or any of its Subsidiary’s patents, patent applications or any patent to be issued therefrom by virtue of any contract, license or other agreement entered into between such entity or individual and the Company or any Subsidiary or by any non-contractual obligation, other than by written licenses granted by the Company or any Subsidiary. The Company has not received any written notice of any claim challenging the rights of the Company or its Subsidiaries in or to any Intellectual Property owned, licensed or optioned by the Company or any Subsidiary which claim, if the subject of an unfavorable decision, would result in a Material Adverse Effect.
I ntellectual Property. Neither Party is granted any right or interest to the logos, copyrights, trademarks, marks, trade names or trade secrets (the “Intellectual Property”) of the other Party. Neither Party may use the other Party’s Intellectual Property without the express written consent of such Party.
I ntellectual Property. AI2 and its licensors exclusively own and will retain all right, title, and interest in and to the SaaS Service, Applications, and EarthRanger™, including all associated software, technology, updates, upgrades, enhancements, modifications, copies, and derivative works thereof, and any and all feedback, analyses, recommendations, materials, or other outputs generated from the provision of EarthRanger Services (excluding Customer Data), together with all patents, trademarks, trade secrets, copyrights, moral rights, and all other proprietary or intellectual property rights that is or may be embodied or included in the foregoing (collectively, “AI2 IP”). Customer acknowledges and agrees that AI2 IP will at all times remain the sole property of AI2 and/or its licensors. No ownership interest or rights in any part of the EarthRanger Services is transferred, assigned, or otherwise given to you under the Agreement. AI2 reserves all rights not expressly granted herein.
I ntellectual Property. Each Party will at all times lawfully respect, acknowledge the other party’s ownership of and comply with each other’s intellectual property.
I ntellectual Property. Company retains all right, title and interest in all of Company’s intellectual property, including, without limitation, inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon. Buyer may not use any of Company’s intellectual property for any reason without Company’s prior written consent.
I ntellectual Property. Employee agrees to fulfill his/her ongoing intellectual property obligations to the Company and to any Released Party, if applicable. These obligations include not using or disclosing Company confidential or proprietary information. Employee promises that he/she has returned all Company property, including intellectual property, and that he/she has not kept, electronically sent, or transferred anything containing Company confidential or proprietary information.
I ntellectual Property. A. Client agrees and understands that Artist has created numerous original, creative works in connection with the Program, and agrees that Artist maintains all copyrights and other
B. Client agrees and understands he/she is not to copy, repost, alter, publish, sell, assist others in selling, manipulate, distribute, or in any way exploit any of the content or intellectual property provided by Artist or obtained through working with Artist, without Artist’s express written
I ntellectual Property. Reseller acknowledges that Power Products or its subsidiaries or affiliated companies are the exclusive owners of various trademarks, service marks, trade designations, and trade dress (collectively, “Identification”), which Power Products uses in connection with Products and its business. Reseller is authorized to use Identification in a manner acceptable to Power Products in connection with the promotion and sale of Products and only until the expiration or termination of this Agreement. Reseller may not use Identification as the whole or any part of the name or title of Reseller’s business. Reseller acquires no proprietary rights to Identification and this authorization will terminate simultaneously with the expiration or termination of this Agreement. Unless granted prior written permission by Power Products, Reseller will not use the name of Power Products or any of its registered or unregistered trademarks, in any form or combination, in the body of, or in any Uniform Resource Locator (URL), in connection with any website or other Internet application controlled by or affiliated with Reseller, except as expressly authorized by Power Products, and in such event, only in accordance with Power Products’ guidelines regarding such use.
I ntellectual Property. All rights, title and interest of whatever nature and all intellectual property rights and moral rights in any work undertaken or produced by the Contractor under or in connection with this Agreement or relating to the Services provided hereunder will vest in and belong to the Company at all times free from any i nterest of the Contractor or any third party.