INTELLECTUAL PROPERTY AND OWNERSHIP RIGHTS Clause Samples

INTELLECTUAL PROPERTY AND OWNERSHIP RIGHTS. 13.1 All intellectual property rights arising from the performance of the Agreement, including but not limited to patent rights, trademark rights, design rights, and copyrights, among others, relating to the business concept of BW PreXLR, programs, whitepapers, (e-)books, film materials, training modules, presentations, and infographics of BW PreXLR, as well as computer and/or software programs, i- depots, domain names, (technological) development strategies of BW PreXLR, etc., exclusively belong to BW PreXLR. If such a right can only be obtained through a deposit or registration, only BW PreXLR is authorized to do so unless BW PreXLR has explicitly confirmed otherwise in writing. 13.2 Parties may agree that the rights referred to in Article 13.1 are wholly or partially transferred to Counterparty. This transfer and any conditions under which the transfer takes place shall always be documented in writing. 13.3 Counterparty guarantees that it will respect the intellectual property rights of BW PreXLR and any third parties. If, due to data, resources, and/or documents provided by Counterparty and used in the performance of the Agreement, BW PreXLR infringes upon the intellectual property rights of third parties, Counterparty shall indemnify BW PreXLR upon first request. 13.4 Counterparty agrees that all information received by BW PreXLR from Counterparty - whether or not confidential and/or proprietary information - may be used by BW PreXLR for the purpose of performing the Agreement, including, but not limited to, compiling and maintaining best practices, developing, strengthening, modifying, and improving technologies, tools, methodologies, services, and offerings, or for the purpose of conducting data analysis or generating insights in any other way (including statistics, research purposes, and benchmarking). 13.5 Counterparty is not entitled to disclose and/or distribute to third parties the data, resources, and documents used and/or provided by BW PreXLR for the performance of the Agreement. 13.6 In the event that Counterparty infringes upon the intellectual property rights mentioned in Article 13.1 or fails to comply with the provisions of Article 13.5, Counterparty shall be liable to BW PreXLR for a immediately payable penalty of €50,000.00 per violation, and €5,000.00 per day that the violation continues, without prejudice to BW PreXLR's right to full compensation for any damages suffered as a result.
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INTELLECTUAL PROPERTY AND OWNERSHIP RIGHTS. 9.1 All intellectual property rights, including but not limited to copyrights, trademarks, patents, design rights, and any other proprietary rights, in the mini-game modules and any other materials, software, or developments created by OCTA in the course of providing services to TGL under this Agreement (collectively, the “Deliverables”), shall be the sole and exclusive property of TGL. OCTA hereby assigns and transfers all rights, title, and interest in and to the Deliverables to TGL upon their creation. OCTA agrees to execute any documents and take all necessary actions required to perfect TGL’s ownership of these intellectual property rights. 9.2 OCTA agrees that it shall not claim any ownership rights in the Deliverables or use, reproduce, or distribute any portion of the Deliverables without the prior written consent of TGL.
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INTELLECTUAL PROPERTY AND OWNERSHIP RIGHTS. 9.1 As between the Client and Best Companies all Intellectual Property Rights and other rights including ownership and title in the Services and Deliverables shall be and remain vested in Best Companies. By this Agreement, Best Companies grants to the Client a licence to use the Deliverables on a non-exclusive, worldwide basis to such extent as is required for the performance of the Agreement and for that purpose alone. The Deliverables and/or their contents shall not be disclosed to third parties (save for employees, agents, professional advisers or as required by law) save with the permission in writing of Best Companies which permission shall not be unreasonably withheld. 9.2 Each and every piece of data provided by employees or other agents, of the Client, including their identities, through the Employee Surveys or in any other manner is confidential and remains in the ownership of Best Companies both before and after the termination of this agreement. 9.3 Best Companies shall retain ownership of the Input Material at all times including after the termination of this agreement however that comes about.
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INTELLECTUAL PROPERTY AND OWNERSHIP RIGHTS. A. Consultant agrees that, except as otherwise expressly provided herein, any work product prepared for Mytogen hereunder in connection with the performance of the Services as described in the Statements of Work, including without limitation, any research or preclinical or clinical trial results and data, or other tangible embodiments of such work, and any inventions, improvements, concepts, or ideas made or conceived by Consultant in connection with and during the performance of such Services and related to the business of Mytogen (collectively, the "Work Product") shall promptly be disclosed to and be the sole and exclusive property of Mytogen and shall be delivered to Mytogen. Any such Work Product that is eligible for copyright protection in the United States or elsewhere is and shall be a "Work Made for Hire" as that phrase is defined by the U.S. copyright laws. If any Work Product is deemed for any reason not to be a Work Made for Hire, Consultant agrees to and does hereby assign to Mytogen all of Consultant's right, title and interest in such Work Product, including, but not limited to, all copyrights, patents, trademarks, and other proprietary rights, and all extensions and renewals thereof. Consultant agrees to waive all moral rights relating to the Work Product developed or produced, including without limitation, any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use or subsequent modifications. B. Consultant agrees to cooperate with ACT and Mytogen in the protection of any intellectual property rights that may derive as a result of the Services performed or Work Product delivered by Consultant under the terms of this Agreement and/or as described in the Statement of Work. Consultant agrees to provide reasonable assistance and to execute, acknowledge and deliver all documents reasonably requested by Mytogen in the establishment, publication, preservation, protection and enforcement of Mytogen's rights in such Work Product. C. Notwithstanding anything to the contrary in this Agreement, the Parties acknowledge and agree that "Work Product" shall not include any of Consultant's work in the development and/or use of catheters and/or other devices except as prepared specifically for Mytogen by Consultant solely in connection with Consultant's performance of the Services relating to Mytogen's myoblast product, Mytogen's hemangioblast product and Mytogen's cardio-myocyte program (if any) a...
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INTELLECTUAL PROPERTY AND OWNERSHIP RIGHTS. 9.1 As between the Client and Best Companies all Intellectual Property Rights and other rights including ownership and title in the Materials and Deliverables shall be and remain vested in Best Companies. By this Agreement, Best Companies grants to the Client a licence to access and use the Deliverables on a non-exclusive, worldwide basis to such extent as is required for the purposes of this Agreement and for those purposes alone. The Deliverables and/or their contents shall not be disclosed to third parties (save for employees, agents, professional advisers or as required by law) save with the permission in writing of Best Companies which permission shall not be unreasonably withheld. 9.2 The Materials and/or their contents, (such as the Employee Survey Forms) used by Best Companies in order to create the Deliverables are provided to the Client for the purposes of this Agreement alone. The Materials should not be reproduced or disclosed to third parties (save for employees, agents, professional advisers for the purposes only of the Agreement or as required by law) save with the permission in writing of Best Companies which permission shall not be unreasonably withheld. 9.3 Each and every piece of Input Material provided by employees or other agents of the Client, through the Employee Surveys or in any other manner for the purposes of this Agreement is confidential and remains in the ownership and control of Best Companies both before and after the termination of this Agreement. Best Companies will comply with its duties as Data Controller in respect of that data.
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INTELLECTUAL PROPERTY AND OWNERSHIP RIGHTS. 1. Without prejudice to the other provisions of these General Terms and Conditions, UCR reserves the rights and powers vested in UCR under the Copyright Act. 2. All documents provided by UCR such as reports, advice, agreements, designs, sketches, drawings, software, etc. are exclusively intended to be used by the Other Party and may not be reproduced, resold, made public or brought to the notice of third parties without the prior consent of UCR, unless the contrary follows from the nature of the documents provided. 3. All intellectual property rights to the software, applications etc. developed by UCR or made available to the Other Party, including in particular - but not exclusively - SimCrowds software, the uCrowds engine, TerraCrowds software, the Unity3D plugin and the Unreal plugin, are vested exclusively in UCR. 4. Unless the work is not suitable for it, UCR shall be entitled at any time to mention or remove its name on or near the work. 5. UCR reserves the right to use the knowledge gained in executing the work for other purposes, to the extent that no confidential information is brought to the attention of third parties. 6. The Other Party is not allowed to reconstruct the object code of the Software by means of reverse engineering. If the Other Party needs information to achieve interoperability of the Software with computer software of the Other Party or third parties (after permission), the Other Party shall request the necessary information from the Supplier in writing, stating reasons. The Supplier shall then inform the Other Party within a reasonable time whether he can get access to the requested information and the conditions under which it is provided.
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INTELLECTUAL PROPERTY AND OWNERSHIP RIGHTS. 8.1 The End User hereby acknowledges and agrees that it is granted no rights under this Agreement except as expressly stated herein and that Thentia expressly reserves and retains all Intellectual Property Rights and its other rights in and to the Software. 8.2 To the extent necessary and for the sole purpose of End User’s receipt of and access to and use of the Software (and subject to the terms and conditions of this Agreement), Thentia grants to the End User a non-exclusive and non-transferable license to access and use the Software for the Term. 8.3 If under applicable Law, End User is deemed to own any Intellectual Property Rights in or to any modifications or improvements to Software or other Thentia Intellectual Property Rights, End User hereby immediately and irrevocably assigns and transfers to Thentia all Intellectual Property Rights in or to such items and waives (or will cause to be waived) all moral (or similar) rights in favour of Thentia. End User will cause to be executed all such assignments and waivers with any third-party (including End User personnel) as are required to comply with the terms of this clause 8.3. 8.4 End User Data, and all Intellectual Property Rights in and to End User Data, is and will remain the sole and exclusive property of End User. 8.5 Anonymised Data, and all Intellectual Property Rights in and to Anonymised Data, is and will remain the sole and exclusive property of Thentia. Thentia shall be entitled to freely use and exploit Anonymised Data as it sees fit. 8.6 Thentia may use any End User Mark and End User Materials to the extent necessary to provide the Software and on Thentia's website in marketing and advertising materials. Thentia will comply with any written requirements or specifications End User provides in advance and to which it agrees for that use. Thentia will not: (1) acquire any title to End User Marks through their use; or (2) make any unlicensed use of any End User Mark or file any application in any jurisdiction for the registration of any End User Mark. Thentia’s use of End User Marks is to accrue to the benefit of End User. Any artwork created by Thentia containing any End User Mark must be approved by End User before it may be used by Thentia. 8.7 Thentia is free to use in its business any skills, experience, ideas, concepts, know-how, or techniques that it acquires in the provision of the Software, so long as in doing so Thentia does not infringe the End User's ownership rights (including Int...
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Related to INTELLECTUAL PROPERTY AND OWNERSHIP RIGHTS

  • Intellectual Property Rights and Ownership 5.1. You acknowledge that all Intellectual Property Rights (including any new Intellectual Property Rights) arising out of or in connection with the Access Products and associated Documentation, belong at all times to Us or Our licensors. 5.2. Nothing in this Agreement shall transfer any Intellectual Property Rights in or arising from Access Products or Documentation to You but that these shall remain vested in Us or Our licensors. No rights to use any such Intellectual Property are granted, except as expressly stated in these Terms and Conditions or the relevant Statement of Work. If, notwithstanding this, any Intellectual Property Rights in or arising from the Access Product and/or Documentation are acquired by You (including any new Intellectual Property Rights), You hereby assign (and to the extent that any such Intellectual Property Rights are not capable of such assignment, agree to hold on trust) and agree to do all such things and sign all such documents as We may reasonably require in respect of the assignment of all such Intellectual Property Rights to Us or Our licensors as may be appropriate. 5.3. Subject to clauses 5.6 and 5.7, We will indemnify You against all direct costs, claims, demands, expenses (including reasonable legal costs) and liabilities of whatever nature incurred by or awarded against You arising out of or in connection with any claim that Your use of the Access Product(s) any Documentation, information, data, computer facilities or material that We supply, infringes a third party’s Intellectual Property (Infringement Claim). 5.4. We warrant that We are not aware that the Access Product(s) any Documentation, information, data, computer facilities or material that We supply, or Your use of the same in accordance with the terms of this Agreement, will infringe any third party’s Intellectual Property Rights but We have not carried out any investigation into the same. We shall indemnify You against all direct costs, claims, demands, expenses (including reasonable legal costs) and liabilities of whatever nature incurred by or awarded against You arising out of or in connection with any breach of the warranty contained in this clause. 5.5. If an Infringement Claim is alleged or threatened against either You or Us, or if We believe that the Access Product or the Documentation or any part thereof may infringe any third party’s copyright or registered patent (effective at the date of this Agreement), We may, at Our sole option, (i) procure such licence, authorisation or consent as is necessary to enable Your continued use of the Access Product and/or the Documentation; (ii) modify or replace the same as necessary to avoid infringement without any material adverse effect to the functionality of the Access Product; or (iii) terminate this Agreement and/or the affected Statement of Work and refund an amount equal to the unused portion of any Annual Licence Fees pre-paid in respect of such Software (as the case may be) to You. 5.6. You shall permit Us to have access upon reasonable Notice during the Licence Term to inspect during Business Hours the premises and the Customer System at or on which the Software is being kept or used, and any records kept pursuant to the Licence, for the purposes of ensuring that You are complying with the terms of this Agreement. In carrying out such an inspection We will comply with any reasonable restrictions You require, and We will only request such an inspection where We believe We have reasonable cause to do so. In the event that You have unauthorised copies of the Software, without prejudice to any other rights or remedies that We may have, You shall pay an additional fee to Us in respect of any such unauthorised copies calculated by reference to the standard list price prevailing at the date of invoice in respect of such Software. 5.7. Without prejudice to clause 5.8, We shall only be liable under the terms of this Agreement for an Infringement Claim or alleged Infringement Claim if (i) You promptly notify Us of any infringement or alleged infringement of which You are aware, or ought reasonably to have been made aware of; (ii) You make no admission as to liability or agree any settlement of such claim without Our prior written consent; (iii) You allow Us (or a relevant third party supplier), at Our expense, to conduct and/or settle all negotiations and litigation arising from any claim or action relating to the alleged infringement; and (iv) You, at Our expense, give Us (or a relevant third party supplier) such reasonable assistance as may berequested in such settlement or negotiation. 5.8. We shall have no liability for any Infringement Claim or alleged Infringement Claim to the extent such claim arises from (i) possession, use, development, modification, or operation of the Access Product or part thereof by You other than in accordance with the terms of this Agreement, the relevant Statement of Work or the Documentation; (ii) failure by You to take any reasonable corrective action directed by Us (including using an alternative, non-infringing version of the Access Products); or (iii) is based upon any item provided by You and incorporated into the Access Product(s) or used in combination with the Access Product(s) at Your request.

  • Intellectual Property Ownership We, our affiliates and our licensors will own all right, title and interest in and to all Products. You will be and remain the owner of all rights, title and interest in and to Customer Content. Each party will own and retain all rights in its trademarks, logos and other brand elements (collectively, “Trademarks”). To the extent a party grants any rights or licenses to its Trademarks to the other party in connection with this Agreement, the other party’s use of such Trademarks will be subject to the reasonable trademark guidelines provided in writing by the party that owns the Trademarks.

  • Ownership and Intellectual Property Rights 1. This Agreement gives you limited rights to use the Software. Syncro retains any and all rights, title and interest in and to the Software and all copies thereof, including copyrights, patents, trade secret rights, trademarks and other intellectual property rights. All rights not specifically granted in this Agreement, including International Copyrights, are reserved by Syncro. The structure, organization and code of the Software are valuable trade secrets and confidential information of Syncro.

  • Intellectual Property and Confidentiality 9.1 All intellectual property rights in and relating to the goods we supply to you, their manufacture, development and creation (including improvements to them) will be or remain ours and you will, at our request, do any act and execute any documents necessary to confirm such rights. 9.2 The price of our goods, our intellectual property rights, any information deemed confidential by us, and the commercial terms of the Contract are commercially sensitive and confidential and you must keep them secret for a period of five years from the end of the Contract. You may disclose this information where required to by law, court order, regulation or act of any governmental authority provided (to the extent permissible by law) you notify us in advance and agree the scope of disclosure with it. 9.3 You shall indemnify and hold us harmless from any claims based on infringement of any intellectual property rights caused by our compliance with your specifications.