Intellectual Property and Products Clause Samples
The "Intellectual Property and Products" clause defines the ownership, use, and rights related to intellectual property (IP) created, used, or provided in connection with the products or services under the agreement. Typically, this clause specifies whether IP developed during the contract remains with the creator, is transferred to the client, or is licensed for use, and may address pre-existing IP as well as new inventions or works. Its core function is to clearly allocate rights and responsibilities regarding IP, thereby preventing disputes over ownership and usage of products or deliverables resulting from the contractual relationship.
Intellectual Property and Products. (a) Schedule 6.18(a) (as updated from time to time in accordance with Section 7.1.2 hereof) accurately and completely lists all of Australian Borrower’s and each Subsidiary’s Registered Intellectual Property. Each of Australian Borrower and each Subsidiary owns and possesses or has a license or other right to use all Intellectual Property as is necessary for the conduct of the business of each Borrower and the other Loan Parties, without any infringement upon the intellectual property rights of others.
(b) Schedule 6.18(b) (as updated from time to time in accordance with Section 7.1.2 hereof) accurately and completely lists all Products and all Required Permits, and each Borrower and each other Loan Party has delivered to Agent a copy of all Required Permits as of the date hereof and to the extent requested by Agent from time to time in its discretion.
(i) With respect to any Product being tested, manufactured, marketed and/or sold by any Borrower or any other Loan Party, such Borrower or such Loan Party has received (or the applicable, authorized third parties have received), and such Product is the subject of, all Required Permits needed in connection with the testing, manufacture, marketing and/or sale of such Product by or on behalf of such Borrower or such Loan Party. No Borrower or any other Loan Party has received any notice from any applicable Governmental Authority, specifically including the FDA, that such Governmental Authority is conducting an investigation or review (other than a normal routine scheduled inspection) of such Borrower’s or such other Loan Party’s manufacturing facilities, the processes for such Product or any related sales or marketing activities and/or the Required Permits related to such Product. There are no material deficiencies or violations of applicable laws in relation to the manufacturing, processes, sales or marketing of such Product and/or the Required Permits related to such Product, no Required Permit has been revoked or withdrawn, nor, to the best of each Borrower’s and each other Loan Party’s knowledge, has any such Governmental Authority issued any order or recommendation stating that the development, testing, manufacturing, sales and/or marketing of such Product by or on behalf of such Borrower or such other Loan Party should cease or be withdrawn from the marketplace, as applicable.
(ii) Except as set forth on Schedule 6.18(b), (A) there have been no adverse clinical test results in respect of any Product since...
Intellectual Property and Products. At such time as Dynasoft ---------------------------------- Publishing Corporation ("Dynasoft") transferred pursuant to the Stock Purchase -------- Agreement (the "Agreement"), dated October 1996, those assets described on --------- Exhibit A to the Agreement (the "Assets"), Dynasoft owned all right, title and ------ interest in, or had the right to use, all worldwide industrial and intellectual property rights, including, without limitation, patent applications, patents, patent rights, trademark applications, trademarks, service marks, trade names, service ▇▇▇▇ applications, trade dress, moral rights, copyright applications, copyrights, licenses, inventions, trade secrets, know-how, customer lists, proprietary processes and formulae, software source and object code, algorithms, architecture, structure, display screens, layouts, development tools, all documentation and media constituting, describing or relating to the above, without limitation, manuals, memoranda and records and other intellectual property and proprietary rights used in or reasonably necessary to the conduct of its business as presently conducted and the business of the development, production, marketing, licensing and sale of commercial products using such intellectual property and proprietary rights ("Dynasoft Intellectual Property"). All Dynasoft Intellectual ------------------------------ Property developed by ▇▇▇▇ ▇▇▇▇▇▇ and Dynasoft's employees was developed by such persons in the course of Dynasoft's business and not by them in their individual capacity and such individuals do not have any interest in or rights to any Dynasoft Intellectual Property. All Dynasoft Intellectual Property developed by ▇▇▇▇▇▇ prior to the incorporation of Dynasoft was properly assigned by ▇▇▇▇▇▇ at the time of, or following, the incorporation and neither ▇▇▇▇▇▇ nor any other party has any interest in or rights to any Dynasoft Intellectual Property. During the period in which ▇▇▇▇▇▇ was developing the Dynasoft Intellectual Property, he was either not employed by any third party or involved in any consulting relationship with any third party or, if such an employment or consulting relationship did exist, the nature of ▇▇▇▇▇▇'▇ employment was not related in any way to the Dynasoft Intellectual Property. ▇▇▇▇▇▇ and Dynasoft were not aware, and are not presently aware, of any infringement of any Dynasoft Intellectual Property by any third party. Neither ▇▇▇▇▇▇ nor Dynasoft have received any written or oral cla...
Intellectual Property and Products. (a) Intellectual Property of the Business.
(i) Section 3.12(a)(i) of the Disclosure Schedule contains a complete and accurate list and summary description of all of the material Intellectual Property, other than Trade Secrets, owned by Tigris Group, in the groupings and further information required by Sections 3.12(b), (c) and (d).
(ii) Section 3.12(a)(ii) of the Disclosure Schedule contains a complete and accurate list and summary description of all of the material Intellectual Property, other than Trade Secrets, which Tigris Group has licensed or used, in the groupings and further information required by Sections 3.12(b), (c) and (d). With respect to the Intellectual Property listed in Section 3.12(a)(ii) of the Disclosure Schedule, Tigris Group has secured all necessary rights and licenses to such Intellectual Property material to the conduct of the Business as currently conducted, and, to the Knowledge of Tigris Group, as contemplated in relation to Tigris Group’s Product collectively known as Tigris Software which is under development . With respect to each item of Intellectual Property set forth in Section 3.12(a)(ii) of the Disclosure Schedule, such description includes a complete and accurate list and summary description of the Person who currently licenses and has licensed such Intellectual Property and whether such Intellectual Property is embedded in any Product. With respect to each item of Intellectual Property which Tigris Group has licensed or used and which is not scheduled in Section 3.12(a)(ii) of the Disclosure Schedule, to the Knowledge of Tigris, Verticalnet (or any of its Affiliates) could either license such Intellectual Property or license, replace, develop or have developed substantially equivalent Intellectual Property at a cost to Verticalnet (or any of its Affiliates) which is not material.
(iii) The Intellectual Property listed in Sections 3.12(a)(i) and 3.12(a)(ii) of the Disclosure Schedule, together with the Trade Secrets, constitutes all of the material Intellectual Property that is currently used or has been used within the last twelve months in the operation of the Business, or to the Knowledge of Tigris Group, is contemplated in relation to Tigris Group’s Product collectively known as Tigris Software which is under development.
(iv) Except as described in Section 3.12(a)(ii) of the Disclosure Schedule, Tigris Group is the owner of all right, title and interest in and to each material item of Intellectual Property that is...
Intellectual Property and Products. (a) Intellectual Property of the Business.
(i) Section 3.12(a)(i) of the Disclosure Schedule contains a complete and accurate list of all of the registered Intellectual Property (and applications for any such right) and material unregistered Intellectual Property, other than Trade Secrets, owned by the Company, in the groupings required by Sections 3.12(b), (c) and (d).
(ii) Section 3.12(a)(ii) of the Disclosure Schedule contains a complete and accurate list of all of the registered Intellectual Property and the material unregistered Intellectual Property, other than Trade Secrets, which the Company has licensed or used (including such licenses in the form of research and development agreement, letters of consent, settlement agreements, undertakings and co-operation agreements), in the groupings required by Sections 3.12(b), (c) and (d). With respect to the Intellectual Property listed in Section 3.12(a)(ii) of the Disclosure Schedule, the Company has secured all necessary rights and licenses to such Intellectual Property material to the conduct of the Business as currently conducted, and as contemplated in relation to any Products which are under development. With respect to each item of Intellectual Property set forth in Section 3.12(a)(ii) of the Disclosure Schedule, such description includes a complete and accurate list and summary description of the Person who currently licenses and has licensed such Intellectual Property and whether such Intellectual Property is embedded in any Product. With respect to each item of Intellectual Property which the Company has licensed or used and which is not scheduled in Section 3.12(a)(ii) of the Disclosure Schedule, to the Knowledge of the Warrantors, the Buyer (or any of its Affiliates) could either license such Intellectual Property or license, replace, develop or have developed substantially equivalent Intellectual Property at a cost to Buyer (or any of its Affiliates) which is not material. With respect to each item of Intellectual Property listed in Section 3.12(a)(ii) of the Disclosure Schedule, no such licenses or agreements are capable of termination as a result of the change in the underlying ownership or control of the Company.
(iii) Neither the Company nor, to the Warrantors’ Knowledge, any third party is in breach of any license or agreement required to be disclosed pursuant to Section 3.12(a)(ii) of the Disclosure Schedule.
(iv) The Company is not obligated to grant any license, sub-license or assignme...
Intellectual Property and Products. All products, services, technology, and software of Seller, and all intellectual property with respect thereto, other than the RESX product. For the avoidance of doubt, but not in limitation of this Section 1.2.5, Purchaser agrees that it will obtain no ownership interest in any technology owned and marketed by Seller as * or * (“Excluded Products”) even though such technologies are marketed and licensed using the RESX product name. Seller hereby grants to Purchaser a license to use the Excluded Products pursuant to the license terms set forth on Exhibit D attached hereto and by this reference incorporated herein. In addition, Purchaser acknowledges and agrees that the Purchased Assets do not include any right, title or interest in those items identified as Excluded Assets on Schedule 1.2.5.
Intellectual Property and Products. (a) Intellectual Property of the Business.
(i) Section 3.12(a)(i) of the Disclosure Schedule contains a complete and accurate list and summary description of all of the material Intellectual Property, other than Trade Secrets, owned by the Target Group, in the groupings and further information required by Sections 3.12(b), (c) and (d).
(ii) Section 3.12(a)(ii)(A) of the Disclosure Schedule contains a complete and accurate list and summary description of all of the material Intellectual Property, other than Trade Secrets, which the Target Group licenses or uses, in the groupings and further information required by Sections 3.12(b), (c) and (d). Except as set forth in Section 3.12(a)(ii)(B) of the Disclosure Schedule, with respect to the Intellectual Property listed in Section 3.12(a)(ii)(A) of the Disclosure Schedule (together with all material Intellectual Property previously licensed or used by the Target Group), the Target Group has secured all necessary rights and licenses to such Intellectual Property material to the conduct of the Business as has been conducted, as currently conducted, and, to the Knowledge of Target Group, as contemplated in relation to Version 3.3 of the Target Group's Product collectively known as Atlas Metaprise Software which is under development. With respect to each item of Intellectual Property set forth in Section 3.12(a)(ii)(A) of the Disclosure Schedule, such Section includes a complete and accurate list and summary description of the Person who licensed such Intellectual Property and whether such Intellectual Property is embedded in any Product. With respect to each item of Intellectual Property which the Target Group has licensed or used and which is not scheduled in Section 3.12(a)(ii)(A) of the Disclosure Schedule, the Acquiror (or any of its Affiliates) could either license such Intellectual Property or license, replace, develop or have developed substantially equivalent Intellectual Property at a cost to Acquiror (or any of its Affiliates) which is not material. Except as set forth on Schedule 3.12(a)(ii)(C) of the Disclosure Schedule, with respect to each item of Intellectual Property scheduled in Section 3.12(a)(ii)(B) of the Disclosure Schedule, the Acquiror (or any of its Affiliates) could either license such Intellectual Property or license, replace, develop or have developed substantially equivalent Intellectual Property at a cost to Acquiror (or any of its Affiliates) which is not material.
(iii) The Intellectu...
Intellectual Property and Products. (a) As used in this Agreement, "Intellectual Property" means all Patents, Trademarks, inventions, Copyrights, internet domain names, Trade Secrets and any and all other intellectual property used in, or necessary to operate, the Business as now conducted. Target has good legal title to, or has a valid and enforceable license to use, all of the Intellectual Property. Section 4.12 of the Disclosure Schedule sets forth a complete and correct list of all (i) registered Patents, Trademarks and Copyrights owned by the Target and (ii) licenses regarding the use of Intellectual Property to which Target is a party (the "Licenses"), other than licenses with respect to "off-the-shelf" software, each with a cost of less than $1,000. Except as set forth on Section 4.12 of the Disclosure Schedule, (a) to the Knowledge of Holders, the conduct of the business of Target as currently conducted, including, without limitation, all Intellectual Property used by Target in the conduct of such business, does not conflict with or infringe upon any proprietary right of any third party in any material respect and (b) there is no claim pending or, to the Knowledge of Holders, threatened that (i) alleges any such conflict with or infringement of any third party's proprietary rights by Target or (ii) challenges Target's ownership or use of any Intellectual Property. Except as set forth on Section 4.12 of the Disclosure Schedule, Target is not under any obligation to pay royalties or other payments in connection with any Contract to use the Intellectual Property and is not restricted from assigning its rights respecting Intellectual Property.
Intellectual Property and Products. Milkyway owns all right, title and interest in, or has the right to use, all worldwide industrial and intellectual property rights, including, without limitation, patent applications, patents, patent rights, trademark applications, trademarks, service marks, trade names, service mark ▇▇▇lications, trade dress, moral rights, copyright applications, copyrights, licenses, inventions, trade secrets, know-how, customer lists, proprietary processes and formulae, software source and object code, algorithms, architecture, structure, display screens, layouts,
Intellectual Property and Products. (a) Intellectual Property Assets--The term "Intellectual Property Assets" includes: