Intellectual Property Ownership and Use Rights Sample Clauses

Intellectual Property Ownership and Use Rights. To the extent applicable during the Term: Any and all materials, information, or other work product created, prepared, accumulated or developed by Seller for Buyer in the course of providing Energy Efficiency Services to Buyer from the Project shall be the (“Energy Efficiency Services Work Product”) that includes, but is not limited to, the inventions, processes, templates, documents, drawings, computer programs, designs, calculations, maps, plans, workplans, text, filings, estimates, manifests, certificates, books, specifications, sketches, notes, reports, summaries, analyses, customer project data and its data analytics, manuals, visual materials, data models and samples, including summaries, extracts, analyses and preliminary or draft materials developed in connection therewith, shall be owned by Buyer. Energy Efficiency Services Work Product will be owned by ▇▇▇▇▇ upon its creation and Seller agrees to execute any such other documents or take other actions as Buyer may reasonably request to perfect Buyer’s ownership in the Energy Efficiency Services Work Product. If, and to the extent Seller incorporates any pre-existing or separately developed materials or intellectual property rights (“Seller’s Pre‐Existing Materials”) in Energy Efficiency Services Work Product, Seller hereby grants Buyer on behalf of its customers and the CPUC for governmental and regulatory purposes an irrevocable, assignable, non‐exclusive, perpetual, fully paid up, worldwide, royalty‐free, unrestricted license to use and sublicense others to use, reproduce, display, prepare and develop derivative works, perform, distribute copies of Seller’s Pre-Existing Materials for the sole purpose of using such Energy Efficiency Services Work Product for the conduct of Buyer’s business and for disclosure to the CPUC for governmental and regulatory purposes related thereto. Unless otherwise expressly agreed to by the Parties, Seller shall retain all of its rights, title and interest in Seller’s Pre‐Existing Materials. Any and all claims to Seller’s Pre‐Existing Materials to be furnished or used to prepare, create, develop or otherwise manifest the Distribution Service Work Product must be expressly disclosed to Buyer prior to the Initial Delivery Date.
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Intellectual Property Ownership and Use Rights. 2.1. Licensee Data belongs exclusively to Licensee, regardless of where the Data may reside at any moment in time, including but not limited to Licensor hardware, networks or other infrastructure and facilities where Data may reside, transit through or be stored from time to time. Licensor makes no claim to any right of ownership in Licensee Data. If Licensor is granted access to Licensee’s Data, ▇▇▇▇▇▇▇▇ agrees to keep the Licensee Data Confidential as that term is defined in the Agreement. Licensor is not permitted to use Licensee’s data for any purpose that is not explicitly grated in writing by Licensee. Upon Licensee’s request, for any reason whatsoever, Licensor must, to the extent it is reasonably practicable to do so, promptly return all Licensee Data in Licensor’s possession in comma separated value (CSV) format or other format as may be designated at the time of the request by Licensee.
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Intellectual Property Ownership and Use Rights. 14.1. Makro, Massmart, its Affiliates, and their service providers and licensors retain all right, title and interest (including any Intellectual Property Rights) in and to: 14.1.1. All Makro, Massmart and/or their Affiliates Intellectual Property; 14.1.2. Makro Marketplace, the Makro Sites, the Makro Marketplace Tools, and the Makro Marketplace Services; 14.1.3. Makro and Massmart (and their affiliates) brands, logos, names and/or content; 14.1.4. Any and all Content on the Makro Marketplace and in any Makro Marketplace reports; 14.1.5. Any and all training material in respect of the Makro Marketplace Programme; 14.1.6. any and all Customer Data, Customer Databases and/or Customer information (including any Customer Personal Information and in accordance with POPIA) 14.1.7. any of their Confidential Information. 14.2. Except for a limited right for the Seller to access the Makro Marketplace Sites and Makro Marketplace Tools made available to the Seller in accordance with and subject to all the terms and conditions of this Agreement, Makro, Massmart and its affiliates, and their service providers and licensors, as applicable, retain all rights in the foregoing and grant no other rights or licenses (whether by implication, estoppel, or otherwise) under any of their Intellectual Property Rights under or in connection with this Agreement. 14.3. Makro owns (and the Seller hereby assign to Makro) all Transaction Information and all other information relating to Orders or Products, including, but not limited to, information that is entered into Makro Marketplace Tool, information that is created as a result of a transaction, and ratings and reviews provided by Customers. All such information is subject to the Massmart Privacy Policy and any additional privacy guidelines posted by Makro on Seller Center. 14.4. The Seller may only use Transaction Information to further a transaction related to this Agreement, in accordance with the terms of the Agreement, Customer terms and conditions, the Massmart Privacy Policy, and all applicable Law. 14.5. The Seller will not: 14.5.1. disclose or convey any Transaction Information to any third party (except as necessary to perform the Sellers obligations under the Agreement; 14.5.2. use any Transaction Information to conduct customer surveys or for any marketing or promotional purposes; 14.5.3. contact a Customer that has ordered a Product that has not yet been delivered with the intent to collect any amounts in connection the...
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Intellectual Property Ownership and Use Rights 
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Related to Intellectual Property Ownership and Use Rights

  • Ownership and Intellectual Property (a) The GLO shall own, and Provider hereby irrevocably assigns to the GLO, all ownership rights, title, and interest in and to all Intellectual Property acquired or developed by Provider pursuant to this Contract, including, without limitation, all Intellectual Property in and to reports, drafts of reports, data, drawings, computer programs and codes, and/or any other information or materials acquired or developed by Provider under this Contract. The GLO may obtain and hold in its name any and all patents, copyrights, trademarks, service marks, registrations, or such other protections, including extensions and renewals thereof, as may be appropriate to the subject matter. (b) Provider must give the GLO and the State of Texas, as well as any person designated by the GLO or the State of Texas, all assistance and execute documents required to perfect the rights granted to the GLO herein, without any charge or expense beyond the stated amount payable to Provider for the services authorized under this Contract.

  • Intellectual Property Ownership We, our affiliates and our licensors will own all right, title and interest in and to all Products. You will be and remain the owner of all rights, title and interest in and to Customer Content. Each party will own and retain all rights in its trademarks, logos and other brand elements (collectively, “Trademarks”). To the extent a party grants any rights or licenses to its Trademarks to the other party in connection with this Agreement, the other party’s use of such Trademarks will be subject to the reasonable trademark guidelines provided in writing by the party that owns the Trademarks.

  • Intellectual Property Rights and Ownership 5.1. You acknowledge that all Intellectual Property Rights (including any new Intellectual Property Rights) arising out of or in connection with the Access Products and associated Documentation, belong at all times to Us or Our licensors. 5.2. Nothing in this Agreement shall transfer any Intellectual Property Rights in or arising from Access Products or Documentation to You but that these shall remain vested in Us or Our licensors. No rights to use any such Intellectual Property are granted, except as expressly stated in these Terms and Conditions or the relevant Statement of Work. If, notwithstanding this, any Intellectual Property Rights in or arising from the Access Product and/or Documentation are acquired by You (including any new Intellectual Property Rights), You hereby assign (and to the extent that any such Intellectual Property Rights are not capable of such assignment, agree to hold on trust) and agree to do all such things and sign all such documents as We may reasonably require in respect of the assignment of all such Intellectual Property Rights to Us or Our licensors as may be appropriate. 5.3. Subject to clauses 5.6 and 5.7, We will indemnify You against all direct costs, claims, demands, expenses (including reasonable legal costs) and liabilities of whatever nature incurred by or awarded against You arising out of or in connection with any claim that Your use of the Access Product(s) any Documentation, information, data, computer facilities or material that We supply, infringes a third party’s Intellectual Property (Infringement Claim). 5.4. We warrant that We are not aware that the Access Product(s) any Documentation, information, data, computer facilities or material that We supply, or Your use of the same in accordance with the terms of this Agreement, will infringe any third party’s Intellectual Property Rights but We have not carried out any investigation into the same. We shall indemnify You against all direct costs, claims, demands, expenses (including reasonable legal costs) and liabilities of whatever nature incurred by or awarded against You arising out of or in connection with any breach of the warranty contained in this clause. 5.5. If an Infringement Claim is alleged or threatened against either You or Us, or if We believe that the Access Product or the Documentation or any part thereof may infringe any third party’s copyright or registered patent (effective at the date of this Agreement), We may, at Our sole option, (i) procure such licence, authorisation or consent as is necessary to enable Your continued use of the Access Product and/or the Documentation; (ii) modify or replace the same as necessary to avoid infringement without any material adverse effect to the functionality of the Access Product; or (iii) terminate this Agreement and/or the affected Statement of Work and refund an amount equal to the unused portion of any Annual Licence Fees pre-paid in respect of such Software (as the case may be) to You. 5.6. You shall permit Us to have access upon reasonable Notice during the Licence Term to inspect during Business Hours the premises and the Customer System at or on which the Software is being kept or used, and any records kept pursuant to the Licence, for the purposes of ensuring that You are complying with the terms of this Agreement. In carrying out such an inspection We will comply with any reasonable restrictions You require, and We will only request such an inspection where We believe We have reasonable cause to do so. In the event that You have unauthorised copies of the Software, without prejudice to any other rights or remedies that We may have, You shall pay an additional fee to Us in respect of any such unauthorised copies calculated by reference to the standard list price prevailing at the date of invoice in respect of such Software. 5.7. Without prejudice to clause 5.8, We shall only be liable under the terms of this Agreement for an Infringement Claim or alleged Infringement Claim if (i) You promptly notify Us of any infringement or alleged infringement of which You are aware, or ought reasonably to have been made aware of; (ii) You make no admission as to liability or agree any settlement of such claim without Our prior written consent; (iii) You allow Us (or a relevant third party supplier), at Our expense, to conduct and/or settle all negotiations and litigation arising from any claim or action relating to the alleged infringement; and (iv) You, at Our expense, give Us (or a relevant third party supplier) such reasonable assistance as may berequested in such settlement or negotiation. 5.8. We shall have no liability for any Infringement Claim or alleged Infringement Claim to the extent such claim arises from (i) possession, use, development, modification, or operation of the Access Product or part thereof by You other than in accordance with the terms of this Agreement, the relevant Statement of Work or the Documentation; (ii) failure by You to take any reasonable corrective action directed by Us (including using an alternative, non-infringing version of the Access Products); or (iii) is based upon any item provided by You and incorporated into the Access Product(s) or used in combination with the Access Product(s) at Your request.

  • Ownership and Proprietary Rights Title, ownership rights and intellectual property rights to Software or to the Software and all patents, copyright, design rights, trade secrets and other proprietary rights in or related to the Software are and remain the exclusive property of Licensor and its suppliers. Licensee acknowledges such rights and will not take any action that jeopardizes such rights or acquire any rights except the limited use rights specified in this Agreement. The Software is protected by copyright and other intellectual property laws and international treaty provisions. The Licensee further acknowledges that in the course of its use of the Software, pursuant to the terms of this Agreement, that it may suggest modifications or improvements to the Software (“Modification(s)”). The Licensee expressly acknowledges the Licensor shall have the right to use these modifications and hereby grants the Licensor a non-exclusive, royalty-free, perpetual worldwide license to use or incorporate said Modification(s), in whole or in part, into the future development of any technology, including the Software. The Licensee expressly acknowledges that the Licensor is not obligated to provide the licensee with any form of compensation with respect to the use of the Modification(s).