Intellectual Property and Intellectual Property Rights Clause Samples
The "Intellectual Property and Intellectual Property Rights" clause defines the ownership, use, and protection of intellectual property (IP) created or used in connection with an agreement. It typically specifies which party retains rights to pre-existing IP, how new IP developed during the relationship will be owned or licensed, and may outline obligations regarding confidentiality or infringement. This clause ensures that both parties understand their rights and responsibilities regarding IP, thereby preventing disputes over ownership and use of creative works, inventions, or proprietary information.
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Intellectual Property and Intellectual Property Rights. 5.15.1 Except as set forth in Schedule 5.15, the Company solely owns or has the exclusive right to use, free and clear of any lien or other encumbrance or restriction, all patents, trademarks (whether registered or unregistered), service marks, trade names, service names, brand names, logos and copyrights (collectively, "Intellectual Property Rights") owned or used by it in the conduct of its business. Schedule 5.15 sets forth a complete and correct list of all such Intellectual Property Rights and their respective legal status (including whether such rights are the subject of a license). There is no claim or demand of any person pertaining to, or any proceeding pending or, to the best knowledge of the Company or the Shareholders, threatened, which challenges the exclusive rights of the Company in respect of the Intellectual Property Rights or the rights of the Company in respect of any material trade secret owned or used by the Company in the conduct of its business. To the best knowledge of the Company and the Shareholders, none of the Intellectual Property Rights are being infringed upon by others or used by others, whether or not such use constitutes infringement, or has been the subject of dispute, whether or not resulting in litigation. Except as disclosed in Schedule 5.15, the Company is not contractually obligated to pay compensation to any third party in respect thereof to the use thereof or the material covered thereby. To the knowledge of the Company, there is no and has not been an unauthorized use, infringement or misappropriation of any of the Intellectual Property Rights by any person, former employee or other third party.
5.15.2 For the purpose of this Agreement, "Software" means the computer programs known by the names as set out in Schedule 5.15, including all versions thereof, and all related documentation, manuals, source code and object code, program files, data files, computer-related data, field and data definitions and relationships, data definition specifications, data models, program and system logic, interfaces, program modules, routines, subroutines, algorithms, program architecture, design concepts, system designs, program structure, sequence and organization, screen displays and report layouts and all other material related to the said computer program, all as they currently exist and will exist at the Effective Time. The Software was written only by the individuals (the "Developers") listed in Schedule 5.15 other than minor c...
Intellectual Property and Intellectual Property Rights. UEDIN coordinates the management of all Intellectual Property via the CompBioMed IP Registry. The IP Registry contains all information regarding the IC/IP components in the project, with each component defined and detailed within it. The IP Registry is available centrally within the CompBioMed intranet and it will be continuously updated as new components are gathered following the various reviews of results. The IP registry records status of the project IC/IP components (background/foreground/know- how), the ownership & access rights, protection arranged (or to be arranged) and the pre- publication reviews and public disclosure monitoring required. The project General Agreement details the terms of common use, ownership of foreground/background IP and its commercialization. Consortium members can seek further guidance as necessary from UEDIN. The IP Registry can be found in the WP4 folder in the CompBioMed intranet knowledge base.
Intellectual Property and Intellectual Property Rights. Unless otherwise specified in a SOW under this Agreement, any and all developed software as part of the Services, including any development under a SOW (the “Software”) is the sole, exclusive and immediate property of the Supplier, including all intellectual property rights to such Software. The Software includes the methodology, algorithms, code and documentation associated with the Software and the Services. The Customer does not obtain any intellectual property rights to the Software, but receives a non-exclusive user license, with a duration equal to the duration of a Software-as-a-Service (“SaaS”) contract, to all intellectual property rights and Software created by the Supplier for the benefit of the Customer as part of the Services, without any right to modify, sub-license or resell such intellectual property rights and Software. Neither is the Customer entitled to alter or manipulate any of the intellectual property rights of the Software, any other intellectual property rights belonging to the Supplier, or any intellectual property rights of any third party which the Supplier may have licensed and used as part of providing the Services. The Supplier warrants that the Services provided by the Supplier and the intellectual property rights and Software that are created or provided by the Supplier under the Agreement (except for third party services or products from Supplier's subcontractors or suppliers), to the best of the Supplier's knowledge, do not infringe on any third party rights. The Customer shall notify the Supplier without delay of any claims made by a third party regarding infringement of intellectual property rights due to the Customer's use of the Software or the Services. If a third party makes a claim of infringement for which the Supplier is responsible (i.e. not an infringement related to modification by the Customer or related to a third party product), the Supplier shall have the right to assume the defense at its own expense and act in the proceedings on behalf of the Customer. The Supplier shall further at its own expense either ensure that the Customer is able to use the Software and Service continuously during the proceedings or replace the disputed part of the Software or Service with an alternative software or service acceptable to the Customer. In general, the Supplier in its sole discretion may choose to reuse any Software which has been developed for customers or for the Customer in order to improve its product range. For...
Intellectual Property and Intellectual Property Rights. 3.2.19.1 Schedule B sets out an accurate and complete list and description of all Owned IP that is registered with any Governmental Authority (including details as to the jurisdictions, registration dates, and numbers of all registrations), including sufficient particulars to identify (a) each item of Owned IP, Technology, and Technical Information;(b) such item’s respective owner, if that owner is not the Company; and (c) the jurisdictions and particulars of all registrations of, and applications for registration of, the Owned IP (including application number and date filed) made by the Company that are material to, associated with, or used in, the Business.
3.2.19.2 The Company is the only Person to have any right of title and interest, legal or beneficial, in any of the Owned IP, all of which is owned by the Company free and clear of any Encumbrances, and none of which is registered in the name of any Person other than the Company. No consent of any Person is necessary to make, construct, use, reproduce, translate, license, sell, modify, update, enhance or otherwise exploit any Owned IP. All Originating Persons have, by irrevocable written assignments, transferred to the Company all Intellectual Property Rights, and waived all moral rights, that any of them may have enjoyed with respect to any Owned IP to which they contributed.
3.2.19.3 The Company has not assigned, licensed or otherwise granted any interest in any Owned IP, including any right to receive royalties or other payments, to any Person.
3.2.19.4 Other than with respect to a dispute with Vatic Cannabis Co., a Saskatchewan corporation, regarding the Company’s “EDEN” trademark, which has been fully resolved with the Company retaining exclusive rights to use the EDEN trademark, to the Knowledge of the Company, no Person has infringed or misappropriated, or is infringing or misappropriating, any Intellectual Property Right in any Owned IP.
3.2.19.5 All Intellectual Property Rights relating to Owned IP are in full force and effect, and all required registration or other fees have been paid to maintain them all in good standing in those jurisdictions where any associated Owned IP is used.
3.2.19.6 Each registered Trade-▇▇▇▇ forming part of the Owned IP is used in its jurisdiction of registration, in association with all wares and services for which it is registered and in the form appearing in the applicable registration, and has been used with sufficient continuity in association with those wares...
Intellectual Property and Intellectual Property Rights. All of the Intellectual Property and Intellectual Property Rights that are owned or controlled by the Seller and that are or were used in, necessary for the conduct of, or related to, the Business, including the Intellectual Property and Intellectual Property Rights identified on Schedule 1.1(a), together with the goodwill associated with the Transferred Assets (the Intellectual Property, Intellectual Property Rights and goodwill referred to in this Section 1.1(a) collectively being referred to in this Agreement as the “Transferred IP”);
Intellectual Property and Intellectual Property Rights. UCL coordinates the management of all Intellectual Property in CompBioMed. The IP Register contains all information regarding the IC/IP components in the project, with each component defined and detailed within it. The IP Register is available centrally within the CompBioMed intranet and it will be continuously updated as new components are gathered following the various reviews of results. The project Consortium Agreement details the terms of common use, ownership of foreground/background IP and its commercialization. Consortium members can seek further guidance as necessary from UCL.
Intellectual Property and Intellectual Property Rights. (a) Section 3.27 of the Seller Disclosure Letter sets forth a complete list and a brief description of (i) all Intellectual Property Rights which have been registered, or for which applications for registration have been filed, by or on behalf of the Group Companies in any jurisdiction, (ii) all material Intellectual Property owned by the Group Companies and used in connection with the operation of the Business as currently conducted.
(b) Section 3.27 of the Seller Disclosure Letter sets forth a complete list and brief description of all Contracts and Liens relating to any of the Technology other than off-the-shelf software, including any licenses, agreements or other arrangements pursuant to which any Group Company: (i) has obtained any Intellectual Property Rights or the right to use any Intellectual Property; or (ii) has granted any Intellectual Property Rights or the right to use any Intellectual Property, in any jurisdiction. Such Contracts are in full force and effect and no material default exists on the part of the Group Companies or, to the knowledge of the Seller, on the part of the other parties thereto.
(c) All of the Intellectual Property Rights and Intellectual Property listed in the Seller Disclosure Letter is either owned by Group Companies, who have the sole and exclusive right, title and interest in and to such Intellectual Property and Intellectual Property Rights, subject only to any Permitted Liens, or is the subject of an agreement granting the Seller or any Group Company the right to use such Intellectual Property and Intellectual Property Rights. The Group Companies have not taken or failed to take any action which would prejudice the obtaining of registration for any Intellectual Property, or the enforcement of any Intellectual Property Rights relating thereto. The Seller is not aware of any facts which would impair the ownership, right to use, or enforceability of any Intellectual Property or Intellectual Property Right.
(d) To the knowledge of the Seller, no Person is currently breaching, violating, infringing, interfering or misappropriating any of the Intellectual Property or Intellectual Property Rights owned by the Group Companies (or has previously done so). There are no Claims in progress or pending or threatened against any Group Company relating to the Technology, alleging that the Group Company, or the conduct of the Business, as previously or presently conducted, including the Group Company’s use of the Intellectual Pro...
Intellectual Property and Intellectual Property Rights. Services and Management Agreement, dated July 1, 2006, between the Company and SchoolOne, as amended on December 2006 and July 2007. Software License Agreement, dated March 13, 2005, between the Company and Purple Cactus, LLC for Oasis Point of Sale System employed by Campus Outfitters. The Company, through SchoolOne, licenses off-the-shelve software in the ordinary course of business. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ E. 3/28/2005 Director MD General Manager of Campus Outfitters $ 110,000.00 ▇▇▇ ▇▇▇▇ 6/5/2006 Manager IN Store Manager, Indianapolis, IN $ 40,000.00 ▇▇▇▇▇▇▇ ▇▇▇▇▇ 6/5/2006 Manager MI Store Manager, Southfield, MI $ 53,250.00 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 5/26/2005 Manager MD Embroidery Supervisor $ 33,750.00 ▇▇▇▇ ▇▇▇▇ 5/26/2005 Director MD Director of Warehouse Operations $ 80,000.00 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 1/22/2007 Specialist MD Warehouse Supervisor $ 45,000.00 Janelle Megan 5/22/2006 MD Account Management Assistant $ 38,000.00 ▇▇▇▇▇ ▇▇▇▇▇▇▇ 9/5/2006 Manager MD Senior Accountant $ 78,500.00 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 5/26/2005 Director IN Regional Store Director $ 70,000.00 ▇▇▇▇▇ ▇▇▇▇▇ R. 9/16/2006 Specialist MI Assistant Store Manager, Southfield, MI $ 35,000.00 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 7/23/2007 Manager NY Store Manager, Buffalo $ 30,000.00 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 5/26/2005 Manager TX Store Manager, Richardson, TX $ 45,900.00 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 5/26/2005 Manager MD Warehouse Manager $ 73,000.00 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 5/18/2006 Manager MD Store Manager, Rockville, Fairfax, College Park $ 55,000.00 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 11/6/2006 Manager MD Customer Service Supervisor $ 35,000.00 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 5/26/2005 Manager OH Store Manager, Cincinnati, OH $ 40,800.00 ▇▇▇▇▇▇▇▇ ▇▇▇ 5/26/2005 Manager MD Floor Supervisor $ 44,900.00 ▇▇▇▇▇▇▇▇ ▇▇▇▇ 2/13/2006 Specialist MD Staff Accountant $ 36,750.00 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ PT 10 Support/Administrative MD CP Bookstore Associate ▇▇▇▇▇ ▇▇▇▇▇▇▇ PT 10 Support/Administrative MD CP Sales Associate ▇▇▇▇▇ ▇▇▇▇▇▇▇ PT 9 Support/Administrative MD Rockville Bookstore Associate ▇▇▇▇ ▇▇▇▇▇ PT 9 Support/Administrative MD CP Bookstore Associate ▇▇▇▇ ▇▇▇▇ PT 10 Support/Administrative MD CP Sales Associate ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PT 10 Support/Administrative MD Accounting Intern ▇▇▇▇ ▇▇▇▇▇▇▇ PT 11 Support/Administrative MD Customer Service Associate ▇▇▇▇▇ ▇▇▇▇▇ PT 10 Support/Administrative MD CP Bookstore Associate ▇▇▇▇▇▇ Al PT 10 Support/Administrative MD CP Bookstore Associate ▇▇▇▇▇ ▇▇▇▇▇▇▇ PT 12 Support/Administrative MD CP Senior Sales Associate ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PT 11 Support/Administrative MD Bookstore Associ...
Intellectual Property and Intellectual Property Rights. (a) Section 3.23(a) of the Disclosure Schedule sets out an accurate and complete list and description of all (i) Owned IP that is registered with any Governmental Authority (including details as to jurisdictions, numbers, and expiry dates of all registrations), and
Intellectual Property and Intellectual Property Rights. UCL coordinates the management of all Intellectual Property in CompBioMed. The IP Register contains all information regarding the IC/IP components in the project, with each component defined and detailed within it. The IP Register is available centrally within the CompBioMed intranet and it will be continuously updated as new components are gathered following the various reviews of results. The project Consortium Agreement is the principal framework for terms of common use, ownership of results and background IP and its commercialization. Consortium members can seek further guidance as necessary from UCL. In collaborations with the International Partners from the United States an agreement for results generated from the research using a pro forma template agreement will be initiated as this becomes necessary, which will also deal with background IP. Initially both sides of the collaboration are working within open science projects which ensure all results will be shared openly to other partners and the wider world.