Intellectual Property and Proprietary Rights Sample Clauses

Intellectual Property and Proprietary Rights a. Licensee shall use commercially reasonable efforts to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee shall promptly notify nCipher if Licensee becomes aware of any infringement of the nCipher’s Intellectual Property Rights in the Software and fully cooperate with nCipher, at nCipher’s sole expense, in any legal action taken by nCipher to enforce its Intellectual Property Rights. b. This ▇▇▇▇ shall not be considered to be a sale of any Intellectual Property Rights or other proprietary interests embodied in the Products or Product component thereof (or any copy, derivative work, upgrade, Update, improvement or modification thereof), and nothing herein shall be deemed to establish or imply that the license granted is a conveyance of any underlying Intellectual Property Rights to the Products. c. All right, title, and interest in and to the Product and all Intellectual Property Rights arising out of or relating to the Product, in whole and in part and all copies thereof, are, and shall remain, the sole and exclusive property of nCipher, nCipher Affiliates, and/or its licensors, except as expressly granted to the Licensee in this ▇▇▇▇ . nCipher hereby reserves all rights not expressly granted to Licensee. d. The source code of the Software is a confidential trade secret of nCipher. e. nCipher hereby reserves all rights not expressly granted to Licensee. Each Free Software Component is the copyright of its respective copyright owner. Only those terms and conditions specified for, or applicable to, each specific Free Software Component pursuant to its applicable governing license shall be applicable to such Free Software Component.

Intellectual Property and Proprietary Rights. The Consultant shall not acquire any right, title, or interest in or to any intellectual property rights (including without limitation patents, copyright and trade secrets) of the Corporation. In the event the Consultant contributes to any new technology or patentable process invention as a result of providing services to the Corporation, such new technology or patentable invention shall be the exclusive property of the Corporation. the Corporation shall have the exclusive right to file patent applications.

Intellectual Property and Proprietary Rights. (a) Schedule 2.6(a) sets forth a true, correct and complete list of all Intellectual Property, and any Contracts relating to the Intellectual Property (other than trade secrets, know-how and goodwill attendant to the Intellectual Property and other intellectual property rights not reducible to schedule form) owned, licensed to or used by Seller with respect to the conduct of the Business as presently conducted or presently proposed to be conducted. Schedule 2.6(a) separately identifies the Intellectual Property owned by Seller and the Intellectual Property licensed to or used by Seller. (b) Except as set forth on Schedule 2.6(b), Seller has not interfered with, infringed upon or misappropriated any Intellectual Property rights of any Person, and Seller (and management level employees with direct responsibility for Intellectual Property matters) has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that Seller must license or refrain from using any Intellectual Property rights of any Person). To Seller's Knowledge, no Person has interfered with, infringed upon or misappropriated any Intellectual Property rights of Seller. (c) Except as set forth on Schedule 2.6(c), (i) Seller owns all right, title and interest in, or has a valid and binding license to use, the Intellectual Property, and, to the extent required in connection with the way in which Seller has conducted, conducts, or presently proposes to conduct the Business, to make, have made, use, sell, import and export, distribute, publicly perform, publicly display, reproduce and prepare derivative works of the Intellectual Property; (ii) the rights of Seller to the Intellectual Property are free and clear of all Liens; (iii) all registrations with and applications to Governmental Entities in respect of the Intellectual Property are valid and in full force and effect and Seller has taken all action required to maintain their validity and effectiveness; (iv) there are no restrictions on the direct or indirect (A) transfer of any license, or any interest therein, held by Seller in respect of the Intellectual Property or (B) changes of control of Seller; (v) Seller has delivered to Buyer prior to the execution of this Agreement documentation with respect to any invention, process, design, computer program or other know-how or trade secret included in the Intellectual Property, which documentation i...

Intellectual Property and Proprietary Rights. The ownership and use of all copyright, patent rights and other proprietary rights arising out of the Technical Assistance will be determined in accordance with relevant provisions of the Basic Agreement, it being understood that in the absence of such provisions the following shall apply: Each Party will retain full and sole ownership of its pre-existing copyright, patent rights and other proprietary rights. All copyright, patent rights and other proprietary rights in plans, drawings, specifications, designs, reports, other documents and discoveries developed or prepared by the UN Agency under this Agreement (“Reports and Records”) shall belong to the UN Agency. The UN Agency herewith grants to the Government a perpetual, non-revocable, royalty-free, transferable (including the right to sub-license), fully paid-up, non-exclusive licence to copy, distribute and use any such copyright, patent rights and other proprietary rights. If requested by the Government the UN Agency shall deliver a copy of all Reports and Records to the Government. The Parties recognize the principle that intellectual property produced as a result of the Technical Assistance shall be managed in a way that maximizes their public accessibility and allows the broadest possible use.

Intellectual Property and Proprietary Rights. Each Party shall retain full and sole ownership of its preexisting copyright, patent rights and other proprietary rights. All copyright, patent rights and other proprietary rights in plans, drawings, specifications, designs, reports, other documents and discoveries developed or prepared by the UN Partner under this Agreement shall belong to the UN Partner. The UN Partner herewith grants to the Government a perpetual, non-revocable, royalty-free, transferable (including the right to sub-license), fully paid-up, non-exclusive license to copy, distribute and use any such copyright, patent rights and other proprietary rights. The purchase by the UN Partner of any supplies and equipment that are necessary for the UN Partner’s team to provide the Technical Assistance and using the funds provided by the Government under this Agreement will be done according to the UN Partner’s regulations, rules, policies and procedures. The cost of such supplies and equipment shall not exceed twenty five (25) percent of the Total Funding Ceiling. Any increase above twenty five (25) percent shall be subject to prior approval of the Bank, to be obtained by the Government. When relevant, the Parties shall agree on the timing and modality of the ownership and warranties transfer of any equipment at the completion of this Agreement. Any equipment made available to the UN Partner by the Government during this Agreement shall remain the property of the Government.

Intellectual Property and Proprietary Rights. 8.1 All Intellectual Property including but not limited to branding, demographic and other information, website content, and all software, documentation, equipment, templates, documents, processes, marketing material, methodologies, know-how and any additional intellectual or other property used by or on behalf of Hantec Markets or otherwise related to its websites, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto") shall be and remain the sole and exclusive property of Hantec Markets and its affiliated entities and successors and it cannot be used, transferred or assigned to a third party without a prior written permission by Hantec Markets. At all material times, Hantec Markets shall remain the owner of the Copyrights. 8.2 Throughout the duration of this Agreement, Hantec Markets may grant the Affiliate, with a revocable, non-transferable and non-exclusive, license to use some of Hantec Markets Intellectual Property, only related to the Services provided. All Intellectual Property belongs solely and exclusively to Hantec Markets. Nothing in this Agreement shall confer on the Affiliate any right of ownership in the Hantec Markets Property and all use thereof by the Affiliate shall ensure to the benefit of Hantec Markets. 8.3 The Affiliate acknowledges and agrees that they will use the Hantec Markets Intellectual Property in a lawful manner and in strict compliance with the Hantec Markets branding guidelines, provided to them from time to time during this Agreement. 8.4 Hantec Markets being compliant with the provisions of the GDPR and the Data Protection Agreement in Mauritius, will not reveal any personal details of the Lead and/or the Qualified Client to the Affiliate at any time.

Intellectual Property and Proprietary Rights. I understand that the Company’s trademarks, service marks, trade names, trade dress, patents, trade secrets, and copyrighted materials (collectively the “Intellectual Property”) belong solely to or have been licensed for use by the Company, and any use of the Company’s Intellectual Property must be in strict compliance with the Company Policies. I acknowledge that the Company has exclusive proprietary rights to information developed by or for the Company, such as, but not limited to, Fanatic lists, Company-generated customer lists, customer profile data, manufacturing procedures, product development information, product purchase information, consultant and advisor lists, operating, financial, and marketing materials, and all other information not provided by the Company to the public, and that such information is confidential (the “Confidential Information”). I agree not to use or disclose such Confidential Information to any party except in strict accordance with the Company Policies. Any Confidential Information given to me is based on my role as a Fanatic and may be used solely in my business relationship with the Company. During the term of the Contract and thereafter, I will not sell or use Confidential Information to sell products or services other than Hello Love products, or in connection with any other business, or for any other reason except in compliance with the Contract. Upon termination or nonrenewal of the Contract, I will immediately cease all use of the Company’s Intellectual Property and Confidential Information, and upon request, I will return all such materials in my possession or control to the Company. I agree that any breach of the provisions herein relating to the Company’s Intellectual Property and Confidential Information will cause immediate and irreparable harm to the Company and that the Company will not be made whole following such breach solely by monetary damages. I further agree that the remedy at law for any breach of any such provision will be inadequate; and that in addition to any other remedies in law or in equity it may have, the Company will be entitled, without the necessity of proving actual damages or posting bond, to temporary and permanent injunctive relief to prevent the breach or threatened breach of any such provision and/or to compel specific performance of such provisions.

Intellectual Property and Proprietary Rights. (a) Schedule 1(a) contains a true and complete list of all patents, patent applications, trade names, trademarks, service marks, trademark and service ▇▇▇▇ registrations and applications, copyright registrations and applications, and grants of a license or right to Seller with respect to any of the foregoing, owned or claimed to be owned by Seller and used or proposed to be used by Seller in the conduct of the Business, whether or not registered, expired, pending, issued, lapsed or unfiled. Except as set forth on Schedule 4.14(a), Seller owns and has the unrestricted right to use the Intellectual Property Rights and every trade secret, know-how, process, discovery, development, design, tooling, technique, customer and supplier list, marketing and purchasing strategy, invention, process, confidential data and/or other information (collectively, “Proprietary Information”) required for or incident to the sale and use of all products and services sold or rendered or proposed to be sold or rendered by Seller, free and clear of any license, right, equity or claim of others. Seller has taken reasonable security measures to protect the secrecy, confidentiality and value of all Proprietary Information. Seller has not sold, transferred, assigned, licensed or subjected to any Lien any Intellectual Property Right or Proprietary Information or any interest therein or entered into any agreement to do the foregoing. Seller is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Intellectual Property Right or Proprietary Information, except as set forth on Schedule 4.14(a). (b) No Intellectual Property Right or Proprietary Information conflicts with, infringes on or otherwise violates any rights of others or is subject to any pending or, to Seller’s knowledge, threatened litigation or other adverse claim of infringement by any other Person. Except as set forth on Schedule 4.14(b), no claims have been asserted or, to Seller’s knowledge, are threatened by any Person alleging that the conduct of the Business, including the use of the Intellectual Property Rights, owned by, licensed to or used by Seller infringes upon any of such Person’s intellectual property rights. To the knowledge of Seller, there are no valid grounds for any such bona fide claims by any such Persons alleging a conflict with or infringement of such Person’s intellectual property rights. Seller is ...

Intellectual Property and Proprietary Rights. 13.1 Quivers Intellectual Property. Without limiting the generality of the foregoing, Client acknowledges and agrees that, prior to and during the term of this Agreement, Quivers has developed and may further develop, including any changes and improvements requested or suggested by Client, ideas, concepts, processes, methodologies, software, know-how, copyrightable material, notes, records, drawings, designs, inventions (whether patentable or not), technology, source and object code, algorithms, improvements, developments, discoveries and trade secrets (“Quivers Intellectual Property”), some of which Quivers may use in performance or provision of the Quivers Services. Client agrees that Quivers shall have and retain exclusive Intellectual Property Rights of all such Quivers Intellectual Property and shall be entitled to use any and all Quivers Intellectual Property in connection with the performance and/or creation of the Quivers Services for Client as well as for other parties. Notwithstanding the foregoing, to the extent Client or any third-party claim, or any court of law determines, that Client has a legal interest in any Quivers Intellectual Property, Client further agrees to assign (or cause to be assigned) and does hereby assign fully to Quivers all such Intellectual Property Rights. Any assignment under this Agreement includes all rights of paternity, integrity, disclosure, and withdrawal and any other rights that may be known as or referred to as moral rights. To the extent such moral rights cannot be assigned under applicable law and to the extent the following is allowed by the laws in the various countries where moral rights exist, Client hereby waives such moral rights and consent to any action of Quivers that would violate such moral rights in the absence of such consent. Client will confirm any such waivers and consents in writing from time to time as requested by ▇▇▇▇▇▇▇. Quivers retains all right, title and interest, including, without limitation, all Intellectual Property Rights, in and to the Quivers Solution, Quivers Services and Quivers Site and there are no implied licenses thereto.