Intellectual Property and Know Clause Samples

Intellectual Property and Know. How Necessary for the Business
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Intellectual Property and Know. How Necessary for the Business. All former and current employees and contractors of Enviro Resolutions have executed written contracts, agreements or other undertakings with Enviro Resolutions that assign all rights to any inventions, improvements, discoveries, or information relating to Debtors’ Assets of Enviro Resolutions. No employee, director, officer or shareholder of Enviro Resolutions owns directly or indirectly in whole or in part, any Debtors’ Assets which Enviro Resolutions is presently using or which is necessary for the conduct of Debtors’ Assets, except as provided in this Agreement. To the best knowledge of Enviro Resolutions, no employee or contractor of Enviro Resolutions has entered into any contract or agreement that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning the employee’s work to anyone other than Enviro Resolutions.
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Intellectual Property and Know. How Necessary for the Business. Except as set forth in Disclosure Schedule 3.17, Bulldog BC is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, and other adverse claims, and has the right to use without payment to a third party of all the Intellectual Property Assets. Except as set forth in Disclosure Schedule 3.17, all former and current employees and contractors of Bulldog BC have executed written contracts, agreements or other undertakings with Bulldog BC that assign all rights to any inventions, improvements, discoveries, or information relating to the business of Bulldog BC. No employee, director, officer or shareholder of any of Bulldog BC owns directly or indirectly in whole or in part, any Intellectual Property Asset which Bulldog BC is presently using or which is necessary for the conduct of its business. To the best of Bulldog BC’s and the Principal Shareholder’s knowledge, no employee or contractor of Bulldog BC has entered into any contract or agreement that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than Bulldog BC.
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Intellectual Property and Know. How Necessary for the Business. Except as set forth in Schedule 7, Ignition is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, and other adverse claims, and has the right to use without payment to a third party of all the Intellectual Property Assets. Except as set forth in Schedule 7, all former and current employees and contractors of Ignition have executed written contracts, agreements or other undertakings with Ignition that assign all rights to any inventions, improvements, discoveries, or information relating to the business of Ignition. No employee, director, officer or shareholder of Ignition owns directly or indirectly in whole or in part, any Intellectual Property Asset which Ignition is presently using or which is necessary for the conduct of its business, save and except the interest of ▇▇▇▇ ▇▇▇▇▇▇ and Illuminated Technologies, Inc. as co-inventors of the Mobile Gaming Now Software. To the best knowledge of Ignition, no employee or contractor of Ignition has entered into any contract or agreement that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than Ignition.
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Intellectual Property and Know. How (a) Schedule 4.20 (a) (i) lists (i) all Intellectual Property that is the subject of a registration or application for registration, which is currently used exclusively in the Business and that (x) is owned or licensed by the Companies (the "Companies' Intellectual Property") or (y) is Separate Intellectual Property and (ii) the record and beneficial owners of all such Companies' Intellectual Property and Separate Intellectual Property. The Companies' Intellectual Property and the Separate Intellectual Property constitute all of the Intellectual Property that is used by the Seller, the Companies or the Asset Selling Subsidiaries exclusively in the Business. Except as disclosed in Schedule 4.20(a)(ii), (x) the Seller or an Asset Selling Subsidiary, as applicable, owns all right and interest in, and all title to, the Separate Intellectual Property free and clear of any Encumbrances, other than Permitted Restrictions, and (y) the relevant Companies own all rights and interest in, and have all title to, the Companies' Intellectual Property free and clear of all Encumbrances, other than Permitted Restrictions. (b) To the Seller's Knowledge, there are no facts or circumstances that would render any of the Companies' Intellectual Property or the Separate Intellectual Property invalid, unenforceable or non-assignable. Except as disclosed in Schedule 4.20(b), since 1 January 2004 neither the Seller nor, to the Seller's Knowledge, any Company or Asset Selling Subsidiary has received a written claim that the Companies' Intellectual Property or the Separate Intellectual Property is invalid, unenforceable or non-assignable, nor has any such claim been asserted in any pending or, to the Seller's Knowledge, threatened litigation or proceeding before any Governmental Authority, and none of the Companies' Intellectual Property or the Separate Intellectual Property is subject to any pending or, to the Seller's Knowledge, threatened proceedings for infringement, opposition, cancellation or revocation. All registration or application fees necessary to maintain the Companies' Intellectual Property and the Separate Intellectual Property have been paid, all necessary renewal applications have been filed and all other material steps necessary for maintenance have been taken, other than such fees, renewal applications and steps the failure of which to pay, file or take would not, in the aggregate, materially adversely affect the value or use of the Companies' Intellectual Prop...
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Intellectual Property and Know. How Necessary for the Business. ------------------------------------------------------------------ Except as set forth in Disclosure Schedule 3.12, House of Brussels is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets. Except as set forth in Disclosure Schedule 3.12, all former and current employees and contractors of House of Brussels have executed written contracts, agreements or other undertakings with House of Brussels that assign all rights to any inventions, improvements, discoveries, or information relating to the business of House of Brussels. No employee, director, officer or shareholder of House of Brussels owns directly or indirectly in whole or in part, any Intellectual Property Asset which House of Brussels is presently using or which is necessary for the conduct of its business. No employee or contractor of House of Brussels has entered into any contract or agreement that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone other than House of Brussels.
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Related to Intellectual Property and Know

  • Intellectual Property Warranty CONTRACTOR represents and warrants that its performance of all obligations under this Contract does not infringe in any way, directly or contributorily, upon any third party’s intellectual property rights, including, without limitation, patent, copyright, trademark, trade secret, right of publicity and proprietary information.

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

  • 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 Properties To the extent permissible under applicable law, all intellectual properties made or conceived by Employee during the term of this employment by Employer shall be the right and property solely of Employer, whether developed independently by Employee or jointly with others. The Employee will sign the Employer’s standard Employee Innovation, Proprietary Information and Confidentiality Agreement (“Confidentiality Agreement”).

  • Intellectual Property; Software Other than as set forth on Schedule 5.12: (a) There are no Copyrights, Patent Rights and Trademarks (including any assumed or fictitious names used by the Company within the previous two (2) years) owned by or licensed to the Company. (b) There is no Software owned by or licensed to the Company except for mass market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (c) The Company is not a party to Contracts which relate to: (i) any Copyrights, Patent Rights or Trademarks; (ii) any Trade Secrets owned by or licensed to the Company; and (iii) any Software, other than market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (d) The Company owns the entire right, title and interest in and to, or has the valid and enforceable right to use, the Intellectual Property and Software used in the Business as currently conducted, and to the Knowledge of Seller there is no other Intellectual Property necessary for the Company to conduct the Business as currently conducted. (i) No infringement, misappropriation or violation of any Intellectual Property, or any rights of publicity or privacy relating to the use of names, likenesses, voices, signatures or biographical information, of any other Person has occurred or results in any way from the operation of the Business or the use, sale or distribution of any Intellectual Property owned by or licensed exclusively to the Company; (ii) no claim of any infringement, misappropriation, violation or dilution of any Intellectual Property or any such rights of any other Person has been made or asserted in respect of the operation of the Business; (iii) no claim of invalidity of any Intellectual Property owned by the Company has been made by any other Person; (iv) no Proceedings are pending or, to the Knowledge of Seller, threatened that challenge the validity, ownership or use of any Intellectual Property owned by the Company; (v) the Company has not had notice of, and, to the Knowledge of Seller, there is no basis for, a claim against the Company that the operations, activities, products, Software, equipment or processes of the Business infringe, misappropriate, violate or dilute any Intellectual Property or any such rights of any other Person; and (vi) to the Knowledge of Seller, no Person infringes, misappropriates or violates any Intellectual Property owned or exclusively licensed by or to Seller, in each case except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.