Intellectual Property and Software Sample Clauses

Intellectual Property and Software. 6.1 You and your licensors shall retain ownership of your IPR. We and our licensors shall retain ownership of our IPR and our Appropriate Body Materials. 6.2 You grant us, or shall procure the direct grant to us of, a fully paid-up, worldwide, non- exclusive, royalty-free, licence to copy and to use and/or to modify your IPRs for the purpose of providing the Appropriate Body Services during the term of this Service Level Agreement and for the duration of any exit assistance services provided under this Service Level Agreement. 6.3 We grant you a fully paid-up, non-exclusive, royalty-free, non-transferable licence to use our Appropriate Body Materials for the term of the Service Level Agreement for the purpose of receiving the Services in accordance with this Service Level Agreement. 6.4 You shall indemnify us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by us arising out of or in connection with any claim brought against us for actual or alleged infringement of a third party's rights (including any Intellectual Property Rights) arising out of, or in connection with our use of your Intellectual Property Rights. 6.5 Any use by you of our software shall be strictly in accordance with our terms of use.

Intellectual Property and Software. (a) Parent and its Subsidiaries have used commercially reasonable measures to protect the confidentiality of the material trade secrets used in connection with its business. To Parent's knowledge, no material Intellectual Property or Software used in connection with its businesses has been improperly used, improperly divulged or misappropriated by Parent or any other Person. As of the date hereof, neither Parent nor any of its Subsidiaries has made in the past three years any claim in writing which remains unresolved of a violation, infringement, misuse or misappropriation by others of rights of Parent and its Subsidiaries to or in connection with any material Intellectual Property used in connection with its business. There is no pending or, to the knowledge of Parent, threatened claim by any third person of a violation, infringement, misuse or misappropriation by any of Parent or any of its Subsidiaries of any Intellectual Property or Software owned by any third person, or of the invalidity of any patent used in connection with its business, that would, individually or in the aggregate, have a Parent Material Adverse Effect. No trade secret, formula, process, invention, design, know-how or other information considered material, confidential or proprietary to Parent or any of its Subsidiaries has been disclosed or authorized to be disclosed except in the ordinary course of business or pursuant to any obligation of confidentiality binding on the recipient.

Intellectual Property and Software. (a) Schedule 4.16 correctly identifies (where applicable, by owner, place of registration, registration or application number and registration or application dates) all issued domestic and foreign patents, patent applications pending, patent applications in process, trademarks, trademark registrations, trademark registration applications, service marks, service ▇▇▇▇ registrations, service ▇▇▇▇ registration applications, copyright registrations, copyright registration applications, license agreements, rights acquired through litigation, logos, trade names, slogans owned by MMI and all books and training manuals published or printed by or on behalf of MMI and which are presently used in the business of MMI, and are material to the operation of MMI (the foregoing, along with know-how and trade secrets owned by MMI which are material to the operation of MMI are hereinafter collectively referred to as the "Intellectual Property"). Schedule 4.16 correctly identifies all issued patents, patent applications pending, patent applications in process, trademarks, trademark registrations, trademark registration applications, service marks, service ▇▇▇▇ registrations, service ▇▇▇▇ registration applications, copyright registration applications, licenses, rights acquired through litigation, logos, trade names, slogans, know-how and trade secrets other than Software (as defined in Section 4.16(g) below) that are currently expressly licensed to or by MMI and are material to the operation of MMI ("Licensed Intellectual Property"). Except for any implied licenses, neither Sellers nor MMI has granted any license to any person with respect to any Intellectual Property or Licensed Intellectual Property, except those set forth in Schedule 4.16. Except as set forth in Schedule 4.16, the agreements and/or arrangements for the Licensed Intellectual Property are in full force and effect, and are free and clear of all adverse claims, options, liens, charges, security interests, covenants, conditions, agreements, restrictions, encumbrances and defenses and no material default by MMI exists thereunder. (b) Intellectual Property consisting of issued trademarks ("Trademarks") are valid and subsisting and there are no challenges pending or, to the knowledge of Sellers, threatened, to the validity of any Trademarks. (c) Except as disclosed on Schedule 4.16, MMI is not a party to any license or agreement relating to any unpatented inventions, discoveries, specifications, data, processes, for...

Intellectual Property and Software. Subject to obtaining required consents under all license agreements pursuant to which the Company or its Subsidiaries have obtained the right to use the Intellectual Property owned by third parties, the Surviving Corporation, after giving effect to the Merger, will own or have the valid, legal right to use all Intellectual Property and Software used in connection with its business as conducted by the Company on the date hereof. No trade secret, formula, process, invention, design, know-how or other information considered material, confidential or proprietary to the Company or any of its Subsidiaries has been disclosed or authorized to be disclosed except in the ordinary course of business or pursuant to an obligation of confidentiality binding on the recipient. The Company and its Subsidiaries have used commercially reasonable measures to protect the confidentiality of the material trade secrets used in connection with its business. To the Company's knowledge, no material Intellectual Property or Software used in connection with its businesses has been improperly used, improperly divulged or misappropriated by the Company or any other Person. As of the date hereof, neither the Company nor any of its Subsidiaries has made in the past three years any claim in writing which remains unresolved of a violation, infringement, misuse or misappropriation by others of rights of the Company and its Subsidiaries to or in connection with any material Intellectual Property used in connection with its business. There is no pending or, to the knowledge of the Company, threatened claim by any third person of a violation, infringement, misuse or misappropriation by any of the Company or any of its Subsidiaries of any Intellectual Property or Software owned by any third person, or of the invalidity of any patent used in connection with its business, that would, individually or in the aggregate, have a Company Material Adverse Effect.

Intellectual Property and Software. All Intellectual Property owned by Sellers and material to the Business is listed on SCHEDULE 5.12. All Intellectual Property material to the Business is owned by Sellers, free and clear of all Encumbrances, and is not known by Sellers to be the subject of any challenge. Sellers have all Intellectual Property necessary to conduct the Business as presently operated. No Seller is aware of any facts that would invalidate or render any Intellectual Property unenforceable. Except as disclosed on SCHEDULE 5.12, (a) there are no licenses now outstanding or other rights granted to third parties under any Intellectual Property, and (b) no Seller is a party to any agreement or understanding with respect to any Intellectual Property. All software used in the Business is assignable to Buyer without the consent or approval of any Person, which has not already been obtained. There are no unresolved claims made, and there has not been communicated to Sellers the threat of any such claim, that any of the Intellectual Property or activities of Sellers in connection with the Intellectual Property constitutes unfair competition or is in violation or infringement of any patent, trademark, trade name, service ▇▇▇▇, trade dress, right of publicity, copyright or registration therefore, of any other Person. The Intellectual Property does not infringe the patent, trademark, copyright, trade secret or other proprietary right of any third party. All filings or recordations necessary or appropriate to protect the interests of Sellers in any Intellectual Property have been duly made and are in full force and effect.

Intellectual Property and Software. 10.1 Seller is the owner, or the authorized user of all intellectual property related to the Supply. Buyer is not entitled to any rights in or to Seller’s intellectual property such as patents, copyrights, registered or unregistered designs, technology, know-how, trade secrets, trade names, trademarks or logos, owned or used by Seller, except as set forth in Sections 10.2 and 10.3, below. 10.2 Software products or software documentation, hereinafter “Software”, attached to and / or contained in the Supply remain the Seller’s property or the property of the software author / licensor. The Software may be used by Buyer only to the extent expressly permitted by Seller under this Contract. Buyer shall not modify, reproduce, reverse engineer, license, disclose or otherwise make available the Software to third parties. 10.3 Seller grants to Buyer a non-exclusive and non-transferable right, without the right to sublicense, to use intellectual property related to the Supply in accordance with the Contract for the only purpose of operating and/or maintaining the Supply. The right granted in this Section 10.3 may be transferred by ▇▇▇▇▇ in the event that the Buyer assigns, sell or transfers the Supply. 10.4 Buyer shall indemnify, defend, and hold harmless Seller from any liabilities, claims and damages related to any asserted or ascertained violation of intellectual property rights (including, without limitation, violation of the provisions governing unfair competition) with respect to the manufacture and/or sales of products made using the Supply. 10.5 Buyer shall notify Seller promptly after receiving any information or notice of any claim, whether formally or informally, that the Supply infringes the intellectual property rights of third parties. In the event a claim is made, or a legal action is commenced against Buyer in relation to an asserted violation of intellectual property rights (including, but not limited to provisions governing unfair competition), in connection with the manufacture, sale and / or use of the Supply, Buyer shall notify Seller immediately in writing. Seller, in its sole discretion, may: (i) take back the Supply, reimburse the Price already paid by ▇▇▇▇▇ without interest; or (ii) at its own expense modify the Supply to eliminate the asserted violation or (iii) at its own expense provide for the defense of Buyer in the legal action (such defense has to be carried out in strict conformity with Seller’s instructions) to keep Buyer harmless f...

Intellectual Property and Software. The Software is protected by the law of England & Wales and by international IPR laws. All products, company names and logos contained within the Software are trademarks, service marks or trading names of their respective owners.

Intellectual Property and Software. (a) SCHEDULE 5.11 contains a list and description (showing in each case any product, device, process, service, business or publication covered thereby, the registered or other owner, expiration date and number, if any) of all Copyrights, Patents and Trademarks (including all assumed or fictitious names under which Seller is conducting the Business or has within the previous five years conducted the Business) owned by, licensed to or used by Seller in connection with the conduct of the Business. (b) SCHEDULE 5.11 also contains a list and description (showing in each case any owner, licensor or licensee) of all Software owned by, licensed to, or used by Seller in the conduct of the Business (excluding commercial off the shelf Software licensed to Seller that is available in consumer retail stores and subject to "shrink-wrap" license agreements). (c) Except as disclosed in SCHEDULE 5.11, Seller either: (i) owns the entire right, title and interest in and to the Intellectual Property and Software included in the Purchased Assets, free and clear of any Encumbrance; or (ii) has the perpetual, paid-up, royalty-free right to use the same. (d) Except as set forth in SCHEDULE 5.11, to Seller's actual knowledge, no infringement of any Intellectual Property Right of any other Person has occurred or results in any way from the operations of the Business, no claim of any infringement of any Intellectual Property Right of any other Person has been made or asserted in respect of the operations of the Business and Seller has not had notice of, or knowledge of any basis for, a claim against Seller that the operations, activities, products, software, equipment, machinery or processes of the Business infringe any Intellectual Property Right of any other Person. (e) Except as disclosed in SCHEDULE 5.11: (i) the Software included in the Purchased Assets is not subject to any transfer, assignment, site, equipment, or other operational limitations; (ii) Seller has maintained and protected the Software included in the Purchased Assets that it owns (the "OWNED SOFTWARE") (including, without limitation, all source code and system specifications) with appropriate proprietary notices (including, without limitation, the notice of copyright in accordance with the requirements of 17 U.S.C. Section 401), confidentiality and non-disclosure agreements and such other measures as are standard in the industry to protect the proprietary, trade secret or confidential information contained therei...

Intellectual Property and Software. (a) Section 5.14(a) of the Disclosure Schedule identifies all Seller Intellectual Property that is registered or filed in the name of a Seller and all Seller Software. Except as otherwise set forth in Section 5.14(a) of the Disclosure Schedule, a Seller has all right, title and interest in and to the Seller Intellectual Property, free and clear of any Lien, license, or other restriction or limitation regarding use, other than Permitted Liens, and has the sole and exclusive right to use (and none of Sellers’ employees have or claim to have any individual ownership interest or individual right to use) all of the Seller Software and all other Seller Intellectual Property, in each case that is material to the Business or the Railway. To Sellers’ Knowledge, neither Seller has received any written claim challenging the validity or effectiveness of the Seller Intellectual Property. The Seller Intellectual Property and the Third Party IP are all the Intellectual Property necessary to conduct the Business and operate the Railway as currently conducted. (b) To Sellers’ Knowledge, the operation of the Business has not interfered with, infringed upon, misappropriated, or violated any Intellectual Property of third parties in any respect, and, to Sellers’ Knowledge, except as set forth in Section 5.14(b) of the Disclosure Schedule during the past five (5) years, neither Seller nor any of their directors or officers has received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that Sellers must license or refrain from using any Intellectual Property of any third party) with respect to the Business. To Sellers’ Knowledge, no third party has interfered with, challenged, infringed upon, misappropriated, or violated any Intellectual Property of either Seller with respect to the Business. Except as set forth in Section 5.14(b) of the Disclosure Schedule, neither Seller has received written notice of any claims and there are no pending claims of any persons relating to the scope, ownership or use of the Seller Intellectual Property or Seller Software. (c) Sellers have delivered to Buyer correct and complete copies of all patents, trademark registrations, service ▇▇▇▇ registrations, Internet domain name registrations, and copyright registrations and patent applications, trademark applications, service ▇▇▇▇ applications, Internet domain name applications and copyright applications (...