Intellectual Property Ownership and Intellectual Property Indemnification Sample Clauses

Intellectual Property Ownership and Intellectual Property Indemnification. 7.1 Intellectual Property Ownership. OnShift alone (and its licensors and partners, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the OnShift Technology, the Content, the Services and any Deliverables, including to any and all enhancements, enhancement requests, suggestions, modifications, extensions and/or derivative works thereof. Except for the limited rights and license expressly granted hereunder, no other license is granted and no other use is permitted. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services, to any Deliverable, the OnShift Technology or the Intellectual Property Rights owned by OnShift. The OnShift name, the OnShift logo, and the product names associated with the Services are trademarks of OnShift or third parties, and no right or license is granted to use them.
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Intellectual Property Ownership and Intellectual Property Indemnification. 7.1 DRB alone (and its licensors and partners, where applicable) shall own all right, title, and interest, including all related Intellectual Property Rights, in and to the DRB Technology, the Content, the DRB Solutions and any Deliverables, including to any and all enhancements, enhancement requests, suggestions, modifications, extensions and/or derivative works thereof. Except for the limited rights and license expressly granted herein, no other license rights are granted, and no other use is permitted. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the DRB Solutions, to any Deliverable, the DRB Technology or the Intellectual Property Rights owned by DRB. The DRB name, the DRB logo, and the product names associated with the DRB Solutions are trademarks of DRB or third parties, and no right or license is granted other than for the limited purpose of using the DRB Solutions, to use them. 7.2 In addition to the foregoing, the Parties hereby further agree that the Software and related materials furnished by DRB to Customer hereunder have been developed by DRB as a trade secret, at DRB's expense, and are, and shall remain, the sole property of DRB. DRB reserves to itself any and all Intellectual Property rights in and to all programs and systems developed by DRB. DRB owns all intellectual property rights related to improvements, derivative works, suggestions, recommendations, or any other modifications to the same including but not limited to Customer’s payment of Professional Services fees. If requested by DRB, Customer shall promptly assign to DRB and shall execute and deliver to DRB any agreements, instruments or other documents required or appropriate in order to assign to DRB all developments, improvements and inventions relating to the Hardware, the Software and/or any other DRB Solution, and all rights therein and thereto. No right to print, copy, remarket, sell, distribute, or otherwise commercially exploit, in whole or in part, any such Hardware, Software, DRB Solution or related materials is granted hereunder, and such use or activity is expressly prohibited. 7.3 Except as expressly permitted under this Agreement, Customer shall not use, disclose, or divulge to others, directly or indirectly, any data or information relating to the Software and/or the DRB Technology and/or the ideas, concepts, know-how and techniques embodied therein. 7.4 Customer further agrees that: a. To the extent the Softwa...
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Related to Intellectual Property Ownership and Intellectual Property Indemnification

  • INTELLECTUAL PROPERTY INDEMNITY To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold Enterprise Services and any Purchaser and their employees and agents harmless from against any and all Claims resulting from allegations of infringement of any patents, copyrights, trade secret, or similar intellectual property rights covering the Services provided, or the use of the Services under this Contract. If Purchaser’s use of Services provided by Contractor is enjoined based on an intellectual property infringement Claim, Contractor shall, at its own expense, either procure for Purchaser the right to continue using the Services or, after consulting with Purchaser and obtaining Purchaser’s consent, replace or modify the Services with substantially similar and functionally equivalent non-infringing Services.

  • Intellectual Property Indemnification Supplier agrees to defend, indemnify, and hold harmless DXC and its affiliates, subsidiaries, assigns, agents, subcontractors, distributors and customers (collectively “Indemnitees”) from and against all claims, losses, demands, fees, damages, liabilities, costs, expenses, obligations, causes of action, suits, or injuries, of any kind or nature, arising from: (i) any claim that Supplier’s Products or Services, or the use, sale or importation of them, infringes any intellectual property right. Without limiting the foregoing, Supplier will pay all costs, damages and expenses (including reasonable attorneys’ fees) incurred by DXC and/or its Indemnitees and will pay any award with respect to any such claim or agreed to in settlement of that claim.

  • Intellectual Property Indemnification by Vendor Procedures Related to Indemnification. In the event that an indemnity obligation arises, Vendor shall pay all amounts set forth in Section 14 and 15 above (including any settlements) and – if it has accepted its indemnity obligation without qualification – control the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and settlement, and TIPS shall, at Vendor’s cost and expense (with respect to reasonable out of pocket costs and expenses incurred by TIPS which shall be reimbursed to TIPS by Vendor), provide all commercially reasonable assistance requested by Vendor. In controlling any defense, Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be promptly asserted.

  • Intellectual Property Warranty and Indemnification Contractor represents and warrants that any materials or deliverables, including all Deliverable Materials, provided under this Contract are either original, or not encumbered, and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If Deliverable Materials provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City shall have the right, in its sole discretion, to require Contractor to produce, at Contractor’s own expense, new non-infringing materials, deliverables or works as a means of remedying any claim of infringement in addition to any other remedy available to the City under law or equity. Contractor further agrees to indemnify, defend, and hold harmless the City, its officers, employees and agents from and against any and all claims, actions, costs, judgments or damages, of any type, alleging or threatening that any Deliverable Materials, supplies, equipment, services or works provided under this contract infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claim of Infringement). If a Third Party Claim

  • Intellectual Property Rights and Indemnification Any intellectual property which originates from or is developed by a Party shall remain in the exclusive ownership of that Party. No license in patent, copyright, trademark or trade secret, or other proprietary or intellectual property right now or hereafter owned, controlled or licensable to a Party, is granted to the other Party or shall be implied or arise by estoppel. It is the responsibility of each Party to ensure at its own cost that it has obtained any necessary licenses in relation to intellectual property of third Parties used by it to receive any service or to perform its respective obligations under this Agreement.