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 Software (or any component thereof) is housed locally on the Customer’s Hardware, computers, or servicers), except for a single copy for back-up and archival purposes only, it will not enable others to copy, reproduce or duplicate, or allow to be copied, reproduced, or duplicated, in whole or in part, the Software or any related materials furnished by DRB to the Customer hereunder, without the prior express written consent of DRB, b. It will not, and will not enable any third party to have access to the Hardware, Software, DRB Solutions or related materials unless so authorized in writing by DRB, c. It will not, and will not enable others to make alterations in the Software, including but not limited to modifications for use on non-compatible hardware, d. It will not, and will not enable others to disassemble, decompile, attempt to derive the source code, or attempt to disassemble or reverse-engineer any part of the Software or any DRB Solution, e. It will not provide or otherwise make available any Hardware, Software, DRB Solutions or related materials in any form to any other person, without the prior written consent of DRB, f. It will not make translations of the user's manual or make telecommunications data transmissions of the Software, g. It will take appropriate action with regard to its officers, agents, shareholders, employees, or representatives, by instruction, agreement, or otherwise, to satisfy its obligations under this Agreement with respect to use, copying, modification, and protection and security of the Software and related materials, h. It will not remove the copyright notice appearing on any materials distributed by DRB to the Customer and shall retain, in its exact form, the copyright notice on all authorized copies and versions of such materials, and i. It will not use the Hardware without Software provided by DRB hereunder without obtaining Support Services from DRB hereunder.
Appears in 1 contract
Sources: Purchase and Sale Agreement
Intellectual Property Ownership and Intellectual Property Indemnification. 7.1 DRB alone (and its licensors and partners, where applicable) shall own all right, title, 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, 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, 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, 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, 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 Software (or any component thereof) is housed locally on the Customer’s Hardware, computers, or servicers), except Except for a single copy for back-up and archival purposes only, it will not, and will not enable others to copy, reproduce or duplicate, or allow to be copied, reproduced, reproduced or duplicated, in whole or in part, the Software or any related materials furnished by DRB to the Customer hereunder, without the prior express written consent of DRB,;
b. It will not, and will not enable any third party to have access to the Hardware, Software, DRB Solutions or related materials unless so authorized in writing by DRB,;
c. It will not, and will not enable others to make alterations in the Software, including but not limited to modifications for use on non-compatible hardware,;
d. It will not, and will not enable others to disassemble, decompile, attempt to derive the source code, or attempt to disassemble disassemble, or reverse-engineer any part of the Software or any DRB Solution,;
e. It will not provide or otherwise make available any Hardware, Software, DRB Solutions or related materials in any form to any other person, without the prior written consent of DRB,;
f. It will not make translations of the user's manual or make telecommunications data transmissions of the Software,;
g. It will take appropriate action with regard to its officers, agents, shareholders, employees, employees or representatives, by instruction, agreement, agreement or otherwise, to satisfy its obligations under this Agreement with respect to use, copying, modification, and protection and security of the Software and related materials,;
h. It will not remove the copyright notice appearing on any materials distributed by DRB to the Customer and shall retain, in its exact form, the copyright notice on all authorized copies and versions of such materials, ; and
i. It will not use the Hardware without Software provided by DRB hereunder and will not use the Software provided by DRB hereunder without obtaining Support Services from DRB hereunder.
Appears in 1 contract
Sources: Purchase and Sale Agreement