Common use of Intellectual Property Ownership Clause in Contracts

Intellectual Property Ownership. a. User acknowledges and agrees that the trademarks of VOW Operator (the “Marks”), the VOW, all content including Listing Content, and the look and feel of the VOW, to the extent protectable, are proprietary, original works of authorship of VOW Operator, or licensors of VOW Operator, protected under United States and worldwide copyright, trademark, and trade secret laws of general applicability. User further acknowledges and agrees that all right, title and interest in and to the Marks, the VOW, and the look and feel of the VOW, including all content including Listing Content, are and shall remain with VOW Operator, or its licensors, and that the MLS databases from which Listing Content is obtained (“MLS Databases”) are protected under United States and worldwide copyright law, and are owned by the MLSs, or their licensors, providing such database. User agrees not to contest or infringe these rights, directly or indirectly, at any time without the prior written consent of VOW Operator. User’s modification of the content including Listing Content, use of the content, including Listing Content, on any other VOW or networked computer environment, or use of the Listing Content for any purpose in violation of these Terms of Use, violates the copyrights, trademarks or other intellectual property rights of VOW Operator or its licensors, and is prohibited. Except as expressly provided under these Terms of Use, User may not use on any VOW, including User’s VOW, or on any other materials, the Marks, or any other trademarks or copyrighted materials appearing on the VOW, including without limitation any logos, without the express prior written consent of the owner of the mark or copyright. b. User agrees not to challenge the VOW Operator’s rights in and to the VOW and the content including Listing Content contained on the VOW, or to take any action inconsistent with the provisions of this Section 5 of these Terms of Use. User agrees to take all action and execute and deliver to the VOW Operator all documents requested by the VOW Operator in connection with the copyright application and registration of the VOW. c. Without limiting the generality of this Section 6.c, User acknowledges and agrees that the VOW Operator may license, or otherwise grant rights in or to the VOW to any third party for any lawful purpose reasonably deemed appropriate by the VOW Operator. d. VOW Operator will not use User’s name, marks, logos, brands or distinctive identification or refer to User in any advertising, publicity releases or sales or marketing communication, without User’s prior written approval.

Appears in 2 contracts

Sources: Terms of Use Agreement, Terms of Use Agreement

Intellectual Property Ownership. a. User Sales Licensee acknowledges and agrees that the trademarks MLS Database, and all copies, modifications, enhancements, and derivative works of VOW Operator (the “Marks”)MLS Database, are the VOWproperty of MLS, and all content right, title, and interest in and to the MLS Database, together with all copies, modifications, enhancements, and derivative works, including all copyright and other intellectual property rights are and shall remain with MLS. Sales Licensee hereby irrevocably assigns to MLS any and all rights which it may have or acquire in and to the MLS Database. a. Sales Licensee acknowledges and agrees that the Listing Content, and the look all copies, modifications, enhancements, and feel derivative works of the VOW, to the extent protectableListing Content, are proprietary, confidential, original works of authorship of VOW OperatorMLS, or licensors of VOW Operatorhave been assigned or licensed to MLS, and are protected under United States and worldwide copyright, trademark, and trade secret laws of general applicability. User further . b. Sales Licensee acknowledges and agrees that all right, title title, and interest in and to the MarksListing Content, the VOWtogether with all copies, modifications, enhancements, and the look and feel of the VOWderivative works, including all content including Listing Content, copyright and other intellectual property rights are and shall remain with VOW Operator, MLS or its licensors, . Sales Licensee hereby irrevocably assigns to MLS any and that all rights not assigned to Broker which it may have or acquire in and to the Listing Content. Nothing in this Agreement or the Rules and Regulations shall be deemed to convey to Sales Licensee an interest in or to the MLS databases from which Listing Content is obtained (“MLS Databases”) are protected under United States and worldwide copyright law, and are owned by the MLSs, Database or their licensors, providing such database. User agrees not to contest or infringe these rights, directly or indirectly, at any time without the prior written consent of VOW Operator. User’s modification of the content including Listing Content, use but only a limited right of access and use, revocable in accordance with the content, including Listing Content, on any other VOW or networked computer environment, or use terms of the Listing Content for any purpose in violation of these Terms of Use, violates the copyrights, trademarks or other intellectual property rights of VOW Operator or its licensors, and is prohibited. Except as expressly provided under these Terms of Use, User may not use on any VOW, including User’s VOW, or on any other materials, the Marks, or any other trademarks or copyrighted materials appearing on the VOW, including without limitation any logos, without the express prior written consent of the owner of the mark or copyrightthis Agreement. b. User c. Sales Licensee agrees not to challenge the VOW OperatorMLS’s rights in and to the VOW and the content including Listing Content contained on or the VOW, MLS Database or to take any action inconsistent with the provisions of this Section 5 7 of these Terms of Usethis Agreement. User Sales Licensee agrees to take all action and execute and deliver to the VOW Operator MLS all documents requested by the VOW Operator MLS in connection with the copyright application and registration of the VOWListing Content and the MLS Database. c. d. Without limiting the generality of this Section 6.c7.d, User Sales Licensee acknowledges and agrees that the VOW Operator MLS may license, or otherwise grant rights in or to the VOW MLS Database or any or all of the Listings included in the MLS Database, including any and all Listing Content, to any third party for any lawful purpose reasonably deemed appropriate by MLS, unless otherwise limited by a separate agreement between MLS and the VOW Operatorapplicable broker/brokerage firm or by the Rules and Regulations. d. VOW Operator will not use User’s name, marks, logos, brands or distinctive identification or refer to User in any advertising, publicity releases or sales or marketing communication, without User’s prior written approval.

Appears in 2 contracts

Sources: Subscription Agreement, Subscription Agreement

Intellectual Property Ownership. a. User 5.1. This Agreement is not a sale and does not convey to Participant any rights of ownership in or related to the Content, the Services, the LogTrade Technology or the Intellectual Property Rights owned by LogTrade. LogTrade’s name, LogTrade’s logo, and the product names associated with the Services are trademarks of LogTrade or third parties (collectively, the "LogTrade Trademarks"), Participant agrees not to use the LogTrade Trademarks for any purpose or to take any actions which are harmful to or inconsistent with LogTrade’s rights in and to the LogTrade Trademarks. Participant acknowledges and agrees that LogTrade (and its licensors, where applicable) shall exclusively own and retain all right, title, and interest, including but not limited to all Intellectual Property Rights, in and to the trademarks of VOW Operator (the “Marks”)LogTrade Technology, the VOWContent and the Services and any Beta Test Data and other suggestions, all content including Listing Contentideas, enhancement requests, feedback, recommendations, and other information provided by Participant or any other party relating to the look Services, and feel any derivatives, modifications and improvements of any of the VOW, to foregoing. To the extent protectableany Intellectual Property Rights in or to any of the foregoing vest in Participant, are proprietary, original works of authorship of VOW Operator, or licensors of VOW Operator, protected under United States and worldwide copyright, trademark, and trade secret laws of general applicability. User further acknowledges and agrees that Participant does hereby assign all right, title and interest in therein to LogTrade, irrevocably and for valid consideration which is hereby acknowledged and received; provided, that if such Intellection Property Rights are not assignable by Participants, then Participant hereby grants LogTrade a non-exclusive, perpetual, royalty-free, sublicensable and irrevocable worldwide license to the Marks, the VOW, use such Intellectual Property Rights internally and the look for further development and feel commercialization of the VOW, including all content including Listing Content, are and shall remain with VOW Operator, or its licensors, and that the MLS databases from which Listing Content is obtained (“MLS Databases”) are protected under United States and worldwide copyright law, and are owned by the MLSs, or their licensors, providing such databaseServices. 5.2. User Participant agrees not to contest use any Content or infringe these rightsthe Intellectual Property Rights of LogTrade, directly and shall restrict its affiliates and sublicensees from using the Content or indirectlythe Intellectual Property Rights of LogTrade, at any time without for purposes of challenging the prior written consent of VOW Operator. Uservalidity of, or LogTrade’s modification of ability to use and exploit, the content including Listing Content, use of the content, including Listing Content, on any other VOW or networked computer environment, or use of the Listing Content for any purpose in violation of these Terms of Use, violates the copyrights, trademarks or other intellectual property rights of VOW Operator or its licensors, and is prohibited. Except as expressly provided under these Terms of Use, User may not use on any VOW, including User’s VOW, or on any other materials, the Marks, or any other trademarks or copyrighted materials appearing on the VOW, including without limitation any logos, without the express prior written consent of the owner of the mark or copyright. b. User agrees not to challenge the VOW Operator’s rights in and to the VOW Services and the content including Listing Content contained on the VOW, or to take any action inconsistent with the provisions Intellectual Property Rights of this Section 5 of these Terms of Use. User agrees to take all action and execute and deliver to the VOW Operator all documents requested by the VOW Operator in connection with the copyright application and registration of the VOWLogTrade. c. Without limiting the generality of this Section 6.c, User acknowledges and agrees that the VOW Operator may license, or otherwise grant rights in or to the VOW to any third party for any lawful purpose reasonably deemed appropriate by the VOW Operator. d. VOW Operator will not use User’s name, marks, logos, brands or distinctive identification or refer to User in any advertising, publicity releases or sales or marketing communication, without User’s prior written approval.

Appears in 2 contracts

Sources: Saas Beta Agreement, Saas Beta Agreement

Intellectual Property Ownership. a. User Sales Licensee acknowledges and agrees that the trademarks MLS Database, and all copies, modifications, enhancements, and derivative works of VOW Operator (the “Marks”)MLS Database, are the VOWproperty of MLS, and all content right, title, and interest in and to the MLS Database, together with all copies, modifications, enhancements, and derivative works, including all copyright and other intellectual property rights are and shall remain with MLS. Sales Licensee hereby irrevocably assigns to MLS any and all rights which it may have or acquire in and to the MLS Database. b. Sales Licensee acknowledges and agrees that the Listing Content, and the look all copies, modifications, enhancements, and feel derivative works of the VOW, to the extent protectableListing Content, are proprietary, confidential, original works of authorship of VOW OperatorMLS, or licensors of VOW Operatorhave been assigned or licensed to MLS, and are protected under United States and worldwide copyright, trademark, and trade secret laws of general applicability. User further Sales Licensee acknowledges and agrees that all right, title title, and interest in and to the MarksListing Content, the VOWtogether with all copies, modifications, enhancements, and the look and feel of the VOWderivative works, including all content including Listing Content, copyright and other intellectual property rights are and shall remain with VOW Operator, MLS or its licensors, . Sales Licensee hereby irrevocably assigns to MLS any and that all rights not assigned to Broker which it may have or acquire in and to the Listing Content. Nothing in this Agreement or the Rules and Regulations shall be deemed to convey to Sales Licensee an interest in or to the MLS databases from which Listing Content is obtained (“MLS Databases”) are protected under United States and worldwide copyright law, and are owned by the MLSs, Database or their licensors, providing such database. User agrees not to contest or infringe these rights, directly or indirectly, at any time without the prior written consent of VOW Operator. User’s modification of the content including Listing Content, use but only a limited right of access and use, revocable in accordance with the content, including Listing Content, on any other VOW or networked computer environment, or use terms of the Listing Content for any purpose in violation of these Terms of Use, violates the copyrights, trademarks or other intellectual property rights of VOW Operator or its licensors, and is prohibited. Except as expressly provided under these Terms of Use, User may not use on any VOW, including User’s VOW, or on any other materials, the Marks, or any other trademarks or copyrighted materials appearing on the VOW, including without limitation any logos, without the express prior written consent of the owner of the mark or copyrightthis Agreement. b. User c. Sales Licensee agrees not to challenge the VOW OperatorMLS’s rights in and to the VOW and the content including Listing Content contained on or the VOW, MLS Database or to take any action inconsistent with the provisions of this Section 5 4 of these Terms of Usethis Agreement. User Sales Licensee agrees to take all action and execute and deliver to the VOW Operator MLS all documents requested by the VOW Operator MLS in connection with the copyright application and registration of the VOWListing Content and the MLS Database. c. d. Without limiting the generality of this Section 6.c4.d, User Sales Licensee acknowledges and agrees that the VOW Operator MLS may license, or otherwise grant rights in or to the VOW MLS Database or any or all of the Listings included in the MLS Database, including any and all Listing Content, to any third party for any lawful purpose reasonably deemed appropriate by MLS, unless otherwise limited by a separate agreement between MLS and the VOW Operatorapplicable broker/brokerage firm or by the Rules and Regulations. d. VOW Operator will not use User’s name, marks, logos, brands or distinctive identification or refer to User in any advertising, publicity releases or sales or marketing communication, without User’s prior written approval.

Appears in 1 contract

Sources: Subscription Agreement

Intellectual Property Ownership. a. User Sales Licensee acknowledges and agrees that the trademarks MLS Database, and all copies, modifications, enhancements, and derivative works of VOW Operator (the “Marks”)MLS Database, are the VOWproperty of MLS, and all content right, title, and interest in and to the MLS Database, together with all copies, modifications, enhancements, and derivative works, including all copyright and other intellectual property rights are and shall remain with MLS. Sales Licensee hereby irrevocably assigns to MLS any and all rights which it may have or acquire in and to the MLS Database. b. Sales Licensee acknowledges and agrees that the Listing Content, and the look all copies, modifications, enhancements, and feel derivative works of the VOW, to the extent protectableListing Content, are proprietary, confidential, original works of authorship of VOW OperatorMLS, or licensors of VOW Operatorhave been assigned or licensed to MLS, and are protected under United States and worldwide copyright, trademark, and trade secret laws of general applicability. User further Sales Licensee acknowledges and agrees that all right, title title, and interest in and to the MarksListing Content, the VOWtogether with all copies, modifications, enhancements, and the look and feel of the VOWderivative works, including all content including Listing Content, copyright and other intellectual property rights are and shall remain with VOW Operator, MLS or its licensors, . Sales Licensee hereby irrevocably assigns to MLS any and that all rights not assigned to Broker which it may have or acquire in and to the Listing Content. Nothing in this Agreement or the Rules and Regulations shall be deemed to convey to Sales Licensee an interest in or to the MLS databases from which Listing Content is obtained (“MLS Databases”) are protected under United States and worldwide copyright law, and are owned by the MLSs, Database or their licensors, providing such database. User agrees not to contest or infringe these rights, directly or indirectly, at any time without the prior written consent of VOW Operator. User’s modification of the content including Listing Content, use but only a limited right of access and use, revocable in accordance with the content, including Listing Content, on any other VOW or networked computer environment, or use terms of the Listing Content for any purpose in violation of these Terms of Use, violates the copyrights, trademarks or other intellectual property rights of VOW Operator or its licensors, and is prohibited. Except as expressly provided under these Terms of Use, User may not use on any VOW, including User’s VOW, or on any other materials, the Marks, or any other trademarks or copyrighted materials appearing on the VOW, including without limitation any logos, without the express prior written consent of the owner of the mark or copyrightthis Agreement. b. User c. Sales Licensee agrees not to challenge the VOW OperatorMLS’s rights in and to the VOW and the content including Listing Content contained on or the VOW, MLS Database or to take any action inconsistent with the provisions of this Section 5 of these Terms of Usethis Agreement. User Sales Licensee agrees to take all action and execute and deliver to the VOW Operator MLS all documents requested by the VOW Operator MLS in connection with the copyright application and registration of the VOWListing Content and the MLS Database. c. d. Without limiting the generality of this Section 6.cparagraph, User Sales Licensee acknowledges and agrees that the VOW Operator MLS may license, or otherwise grant rights in or to the VOW MLS Database or any or all of the Listings included in the MLS Database, including any and all Listing Content, to any third party for any lawful purpose reasonably deemed appropriate by MLS, unless otherwise limited by a separate agreement between MLS and the VOW Operatorapplicable broker/brokerage firm or by the Rules and Regulations. d. VOW Operator will not use User’s name, marks, logos, brands or distinctive identification or refer to User in any advertising, publicity releases or sales or marketing communication, without User’s prior written approval.

Appears in 1 contract

Sources: Subscription Agreement

Intellectual Property Ownership. 3 a. User Sales Licensee acknowledges and agrees that the trademarks of VOW Operator (MIS Database, and all copies, 5 right, title, and interest in and to the “Marks”)MIS Database, together with all copies, modifications, enhancements, 6 and derivative works, including all copyright and other intellectual property rights are and shall remain 7 with MIS. Sales Licensee hereby irrevocably assigns to MIS any and all rights which it may have or 8 acquire in and to the VOW, all content including MIS Database. 10 b. Sales Licensee acknowledges and agrees that the Listing Content, and the look all copies, 11 modifications, enhancements, and feel derivative works of the VOW, to the extent protectableListing Content, are proprietary, confidential, 12 original works of authorship of VOW OperatorMIS, or licensors of VOW Operatorhave been assigned or licensed to MIS, and are protected under 13 United States and worldwide copyright, trademark, and trade secret laws of general applicability. User further Sales Licensee 14 acknowledges and agrees that all right, title title, and interest in and to the MarksListing Content, the VOWtogether with all 15 copies, modifications, enhancements, and the look and feel of the VOWderivative works, including all content including Listing Content, copyright and other intellectual 16 property rights are and shall remain with VOW Operator, MIS or its licensors, . Sales Licensee hereby irrevocably assigns 17 to MIS any and that all rights not assigned to Broker which it may have or acquire in and to the MLS databases from which Listing Content is obtained (“MLS Databases”) are protected under United States 18 Content. Nothing in this Agreement or the Rules and worldwide copyright law, and are owned by Regulations shall be deemed to convey to Sales 19 Licensee an interest in or to the MLSs, MIS Database or their licensors, providing such database. User agrees not to contest or infringe these rights, directly or indirectly, at any time without the prior written consent of VOW Operator. User’s modification of the content including Listing Content, use but only a limited right of access and 20 use, revocable in accordance with the content, including Listing Content, on any other VOW or networked computer environment, or use terms of the Listing Content for any purpose in violation of these Terms of Use, violates the copyrights, trademarks or other intellectual property rights of VOW Operator or its licensors, and is prohibited. Except as expressly provided under these Terms of Use, User may not use on any VOW, including User’s VOW, or on any other materials, the Marks, or any other trademarks or copyrighted materials appearing on the VOW, including without limitation any logos, without the express prior written consent of the owner of the mark or copyrightthis Agreement. b. User 22 c. Sales Licensee agrees not to challenge the VOW OperatorMIS’s rights in and to the VOW and the content including Listing Content contained on 23 or the VOW, MIS Database or to take any action inconsistent with the provisions of this Section 5 4 of these Terms of Usethis 24 Agreement. User Sales Licensee agrees to take all action and execute and deliver to the VOW Operator MIS all documents 25 requested by the VOW Operator MIS in connection with the copyright application and registration of the VOWListing Content and 26 the MIS Database. c. 28 d. Without limiting the generality of this Section 6.c4.d, User Sales Licensee acknowledges 29 and agrees that the VOW Operator MIS may license, or otherwise grant rights in or to the VOW MIS Database or any or all of the 30 Listings included in the MIS Database, including any and all Listing Content, to any third party for any 31 lawful purpose reasonably deemed appropriate by MIS, unless otherwise limited by a separate agreement 32 between MIS and the VOW Operatorapplicable broker/brokerage firm or by the Rules and Regulations. d. VOW Operator will not use User’s name, marks, logos, brands or distinctive identification or refer to User in any advertising, publicity releases or sales or marketing communication, without User’s prior written approval.

Appears in 1 contract

Sources: Subscription Agreement

Intellectual Property Ownership. a. User acknowledges and agrees that the trademarks of VOW Operator (the “Marks”), the VOW, all content including Listing Content, and the look and feel of the VOW, to the extent protectable, are proprietary, original works of authorship of VOW Operator, or licensors of VOW Operator, protected under United States and worldwide copyright, trademark, and trade secret laws of general applicability. User further acknowledges and agrees that all right, title and interest in and to the Marks, the VOW, and the look and feel of the VOW, including all content including Listing Content, are and shall remain with VOW Operator, or its licensors, and that the MLS databases from which Listing Content is obtained (“MLS Databases”) are protected under United States and worldwide copyright law, and are owned by the MLSs, or their licensors, providing such database. User agrees not to contest or infringe these rights, directly or indirectly, at any time without the prior written consent of VOW Operator. User’s modification of the content including Listing Content, use of the content, including Listing Content, on any other VOW or networked computer environment, or use of the Listing Content for any purpose in violation of these Terms of Use, violates the copyrights, trademarks or other intellectual property rights of VOW Operator or its licensors, and is prohibited. Except as expressly provided under these Terms of Use, User may not use on any VOW, including User’s VOW, or on any other materials, the Marks, or any other trademarks or copyrighted materials appearing on the VOW, including without limitation any logos, without the express prior written consent of the owner of the mark or copyright. b. User agrees not to challenge the VOW Operator’s rights in and to the VOW and the content including Listing Content contained on the VOW, or to take any action inconsistent with the provisions of this Section 5 4 of these Terms of Use. User agrees to take all action and execute and deliver to the VOW Operator all documents requested by the VOW Operator in connection with the copyright application and registration of the VOW. c. Without limiting the generality of this Section 6.c4.c, User acknowledges and agrees that the VOW Operator may license, or otherwise grant rights in or to the VOW to any third party for any lawful purpose reasonably deemed appropriate by the VOW Operator. d. VOW Operator will not use User’s name, marks, logos, brands or distinctive identification or refer to User in any advertising, publicity releases or sales or marketing communication, without User’s prior written approval.

Appears in 1 contract

Sources: Terms of Use Agreement

Intellectual Property Ownership. a. User 7.1. Clonmel acknowledges and agrees that any and all patents, trade secrets, technical know-how, trademarks and all other intellectual property rights of any kind related to the trademarks Products are and will remain the sole property of VOW Operator Advancis and shall constitute Information of Advancis for purposes of the Non Disclosure Agreement. Any and all ideas, discoveries, inventions, works of authorship, know-how, processes, formulas, improvements and revisions (collectively, “Inventions”) made, conceived, reduced to practice or developed by Clonmel, either solely or jointly with Advancis or any other party, in connection with or arising from or relating to confidential information of Advancis or the “Marks”)activities undertaken by Clonmel under this Agreement or that relate to or are capable of use in connection with any business of Advancis or products offered, the VOWused, sold or developed by Advancis of which Clonmel became aware pursuant to its activities hereunder, shall belong exclusively to Advancis. Clonmel shall assign to Advancis, and hereby does so assign, all content including Listing Content, such Inventions and the look right to obtain patents or copyright registrations on any and feel of the VOWall such Inventions in any or all countries. Upon request by Advancis, Clonmel shall assist Advancis in any way necessary, including executing documents to the extent protectable, are proprietary, original works of authorship of VOW Operator, or licensors of VOW Operator, protected under United States and worldwide copyright, trademark, and trade secret laws of general applicability. User further acknowledges and agrees that perfect in Advancis all right, title and interest in and to such Inventions. 7.2. Clonmel warrants that the Marks, performance of Clonmel’s obligations under this Agreement and DPS’s obligations under the VOW, DPS Agreement with respect to the Build-Out Facility and the look construction of same, but not the Build-Out Equipment, do not and feel will not infringe any third party intellectual property rights and Clonmel hereby indemnifies Advancis in respect of any third party intellectual property infringement. 7.3. Clonmel shall procure for the benefit of each of Clonmel and Advancis a perpetual, royalty-free license to use the copyright and all other rights relating to the design of the VOWBuild-Out Facility and all drawings, including all content including Listing Contentdesigns, are reports and shall remain with VOW Operator, or its licensors, and that the MLS databases from which Listing Content is obtained (“MLS Databases”) are protected under United States and worldwide copyright law, and are owned by the MLSs, or their licensors, providing such database. User agrees not to contest or infringe these rights, directly or indirectly, at any time without the prior written consent of VOW Operator. User’s modification of the content including Listing Content, use of the content, including Listing Content, on any other VOW or networked computer environment, or use of the Listing Content documents for any purpose in violation of these Terms of Use, violates related to the copyrights, trademarks or other intellectual property rights of VOW Operator or its licensors, design and is prohibited. Except as expressly provided under these Terms of Use, User may not use on any VOW, including User’s VOW, or on any other materials, the Marks, or any other trademarks or copyrighted materials appearing on the VOW, including without limitation any logos, without the express prior written consent construction of the owner Build-Out Facility and the installation of the mark or copyrightBuild-Out Equipment. b. User agrees not to challenge the VOW Operator’s rights in and to the VOW and the content including Listing Content contained on the VOW, or to take any action inconsistent with the provisions of this Section 5 of these Terms of Use. User agrees to take all action and execute and deliver to the VOW Operator all documents requested by the VOW Operator in connection with the copyright application and registration of the VOW. c. Without limiting the generality of this Section 6.c, User acknowledges and agrees that the VOW Operator may license, or otherwise grant rights in or to the VOW to any third party for any lawful purpose reasonably deemed appropriate by the VOW Operator. d. VOW Operator will not use User’s name, marks, logos, brands or distinctive identification or refer to User in any advertising, publicity releases or sales or marketing communication, without User’s prior written approval.

Appears in 1 contract

Sources: Facility Build Out Agreement (Advancis Pharmaceutical Corp)

Intellectual Property Ownership. a. User 6.1 Nothing in this Agreement transfers or licenses any right, title or interest to DYAX PATENT RIGHTS, DYAX TECHNOLOGY or HGS PATENT RIGHTS except as expressly set out herein. HGS acknowledges and agrees that the trademarks of VOW Operator (licenses to the “Marks”)DYAX TECHNOLOGY AND DYAX PATENT RIGHTS as granted under Paragraph 2.1, 2.2 and 2.4 are non-exclusive and that DYAX has granted and will continue to grant the VOWsame or similar rights to THIRD PARTIES. HGS further acknowledges that DYAX or THIRD PARTIES may independently discover, make or develop the same or a similar product as HGS may discover, make or develop under this Agreement. 6.2 Subject to the rights and licenses granted in this Agreement, DYAX shall own all content including Listing Contentgeneral know-how developed by DYAX, DYAX TECHNOLOGY, IMPROVEMENTS, and the look DYAX PATENT RIGHTS. HGS shall own all HGS TARGETS, HGS PATENT RIGHTS, RESEARCH PROGRAM IP, COLLABORATION PRODUCTS, NON-COLLABORATION PRODUCTS and feel of the VOW, NON-DYAX PRODUCTS. Both parties hereby assign and agree to the extent protectable, are proprietary, original works of authorship of VOW Operator, or licensors of VOW Operator, protected under United States assign any and worldwide copyright, trademark, and trade secret laws of general applicability. User further acknowledges and agrees that all rightrights, title and interest in and inventions as necessary to effectuate the ownership rights set forth in this Paragraph. 6.3 Nothwithstanding HGS' ownership of RESEARCH PROGRAM IP, HGS agrees that its rights of use to the MarksRESEARCH PROGRAM IP is limited to conjunction with the licenses granted in Article 2, except that, in addition to uses in conjunction with such licenses, HGS shall have the non-exclusive worldwide royalty-free right to RESEARCH PROGRAM IP, with the right to sublicense, to research, develop, make, have made, use, import, offer to sell, and sell products in all fields, other than the FIELD OF USE, the VOWIMAGING FIELD and the DYAX FIELD. Other than as set forth in Article 2, no license to any DYAX TECHNOLOGY or DYAX PATENT RIGHTS is granted by this Paragraph, even if such license is necessary to effectuate the right granted pursuant to this Paragraph, and the look and feel of the VOW, including all content including Listing Content, are and shall remain with VOW Operator, or its licensors, and that the MLS databases from which Listing Content is obtained (“MLS Databases”) are protected under United States and worldwide copyright law, and are owned by the MLSs, or their licensors, providing no such database. User agrees not to contest or infringe these rights, directly or indirectly, at any time without the prior written consent of VOW Operator. User’s modification of the content including Listing Content, use of the content, including Listing Content, on any other VOW or networked computer environment, or use of the Listing Content for any purpose in violation of these Terms of Use, violates the copyrights, trademarks or other intellectual property rights of VOW Operator or its licensors, and is prohibited. Except as expressly provided under these Terms of Use, User may not use on any VOW, including User’s VOW, or on any other materials, the Marks, or any other trademarks or copyrighted materials appearing on the VOW, including without limitation any logos, without the express prior written consent of the owner of the mark or copyright. b. User agrees not to challenge the VOW Operator’s rights in and to the VOW and the content including Listing Content contained on the VOW, or to take any action inconsistent with the provisions of this Section 5 of these Terms of Use. User agrees to take all action and execute and deliver to the VOW Operator all documents requested by the VOW Operator in connection with the copyright application and registration of the VOW. c. Without limiting the generality of this Section 6.c, User acknowledges and agrees that the VOW Operator may license, or otherwise grant rights in or to the VOW license to any third party for any lawful purpose reasonably deemed appropriate by the VOW OperatorDYAX PATENT RIGHTS or DYAX TECHNOLOGY shall be implied. d. VOW Operator will not use User’s name, marks, logos, brands or distinctive identification or refer to User in any advertising, publicity releases or sales or marketing communication, without User’s prior written approval.

Appears in 1 contract

Sources: Collaboration and License Agreement (Dyax Corp)

Intellectual Property Ownership. a. User Sales Licensee acknowledges and agrees that the trademarks MLS Database, and all copies, modifications, enhancements, and derivative works of VOW Operator (the “Marks”)MLS Database, are the VOWproperty of MLS, and all content right, title, and interest in and to the MLS Database, together with all copies, modifications, enhancements, and derivative works, including all copyright and other intellectual property rights are and shall remain with MLS. Sales Licensee hereby irrevocably assigns to MLS any and all rights which it may have or acquire in and to the MLS Database. a. Sales Licensee acknowledges and agrees that the Listing Content, and the look all copies, modifications, enhancements, and feel derivative works of the VOW, to the extent protectableListing Content, are proprietary, confidential, original works of authorship of VOW OperatorMLS, or licensors of VOW Operatorhave been assigned or licensed to MLS, and are protected under United States and worldwide copyright, trademark, and trade secret laws of general applicability. User further . b. Les Licensee acknowledges and agrees that all right, title title, and interest in and to the MarksListing Content, the VOWtogether with all copies, modifications, enhancements, and the look and feel of the VOWderivative works, including all content including Listing Content, copyright and other intellectual property rights are and shall remain with VOW Operator, MLS or its licensors, . Sales Licensee hereby irrevocably assigns to MLS any and that all rights not assigned to Broker which it may have or acquire in and to the Listing Content. Nothing in this Agreement or the Rules and Regulations shall be deemed to convey to Sales Licensee an interest in or to the MLS databases from which Listing Content is obtained (“MLS Databases”) are protected under United States and worldwide copyright law, and are owned by the MLSs, Database or their licensors, providing such database. User agrees not to contest or infringe these rights, directly or indirectly, at any time without the prior written consent of VOW Operator. User’s modification of the content including Listing Content, use but only a limited right of access and use, revocable in accordance with the content, including Listing Content, on any other VOW or networked computer environment, or use terms of the Listing Content for any purpose in violation of these Terms of Use, violates the copyrights, trademarks or other intellectual property rights of VOW Operator or its licensors, and is prohibited. Except as expressly provided under these Terms of Use, User may not use on any VOW, including User’s VOW, or on any other materials, the Marks, or any other trademarks or copyrighted materials appearing on the VOW, including without limitation any logos, without the express prior written consent of the owner of the mark or copyrightthis Agreement. b. User c. Sales Licensee agrees not to challenge the VOW OperatorMLS’s rights in and to the VOW and the content including Listing Content contained on or the VOW, MLS Database or to take any action inconsistent with the provisions of this Section 5 7 of these Terms of Usethis Agreement. User Sales Licensee agrees to take all action and execute and deliver to the VOW Operator MLS all documents requested by the VOW Operator MLS in connection with the copyright application and registration of the VOWListing Content and the MLS Database. c. d. Without limiting the generality of this Section 6.c7.d, User Sales Licensee acknowledges and agrees that the VOW Operator MLS may license, or otherwise grant rights in or to the VOW MLS Database or any or all of the Listings included in the MLS Database, including any and all Listing Content, to any third party for any lawful purpose reasonably deemed appropriate by MLS, unless otherwise limited by a separate agreement between MLS and the VOW Operatorapplicable broker/brokerage firm or by the Rules and Regulations. d. VOW Operator will not use User’s name, marks, logos, brands or distinctive identification or refer to User in any advertising, publicity releases or sales or marketing communication, without User’s prior written approval.

Appears in 1 contract

Sources: Subscription Agreement

Intellectual Property Ownership. a. User Subscriber acknowledges and agrees that the trademarks MLS Database, and all copies, modifications, enhancements, and derivative works of VOW Operator (the “Marks”)MLS Database, are the VOWproperty of PCMLS, and all content right, title, and interest in and to the MLS Database, together with all copies, modifications, enhancements, and derivative works, including all copyright and other intellectual property rights are and shall remain with PCMLS. Subscriber hereby irrevocably assigns to PCMLS any and all rights which it may have or acquire in and to the MLS Database. b. Subscriber acknowledges and agrees that the Listing Content, and the look all copies, modifications, enhancements, and feel derivative works of the VOW, to the extent protectableListing Content, are proprietary, confidential, original works of authorship of VOW OperatorPCMLS, or licensors of VOW Operatorhave been assigned or licensed to PCMLS, and are protected under United States and worldwide copyright, trademark, and trade secret laws of general applicability. User further Subscriber acknowledges and agrees that all right, title title, and interest in and to the MarksListing Content, the VOWtogether with all copies, modifications, enhancements, and the look and feel of the VOWderivative works, including all content including Listing Content, copyright and other intellectual property rights are and shall remain with VOW Operator, PCMLS or its licensors, . Subscriber hereby irrevocably assigns to PCMLS any and that all rights not assigned to Broker which it may have or acquire in and to the Listing Content. Nothing in this Agreement or the Rules and Regulations shall be deemed to convey to Subscriber an interest in or to the MLS databases from which Listing Content is obtained (“MLS Databases”) are protected under United States and worldwide copyright law, and are owned by the MLSs, Database or their licensors, providing such database. User agrees not to contest or infringe these rights, directly or indirectly, at any time without the prior written consent of VOW Operator. User’s modification of the content including Listing Content, use but only a limited right of access and use, revocable in accordance with the content, including Listing Content, on any other VOW or networked computer environment, or use terms of the Listing Content for any purpose in violation of these Terms of Use, violates the copyrights, trademarks or other intellectual property rights of VOW Operator or its licensors, and is prohibited. Except as expressly provided under these Terms of Use, User may not use on any VOW, including User’s VOW, or on any other materials, the Marks, or any other trademarks or copyrighted materials appearing on the VOW, including without limitation any logos, without the express prior written consent of the owner of the mark or copyrightthis Agreement. b. User c. Subscriber agrees not to challenge the VOW OperatorPCMLS’s rights in and to the VOW and the content including Listing Content contained on or the VOW, MLS Database or to take any action inconsistent with the provisions of this Section 5 4 of these Terms of Usethis Agreement. User Subscriber agrees to take all action and execute and deliver to the VOW Operator PCMLS all documents requested by the VOW Operator PCMLS in connection with the copyright application and registration of the VOWListing Content and the MLS Database. c. d. Without limiting the generality of this Section 6.c5.d, User Subscriber acknowledges and agrees that the VOW Operator PCMLS may use and license, or otherwise grant rights in or to the VOW MLS Database or any or all of the Listings included in the MLS Database, including any and all Listing Content, to any third party for any lawful purpose reasonably deemed appropriate by PCMLS, unless otherwise limited by a separate agreement between PCMLS and the VOW Operatorapplicable broker/brokerage firm or by the Rules and Regulations. d. VOW Operator will not use User’s name, marks, logos, brands or distinctive identification or refer to User in any advertising, publicity releases or sales or marketing communication, without User’s prior written approval.

Appears in 1 contract

Sources: Subscription Agreement

Intellectual Property Ownership. a. User Sales Licensee acknowledges and agrees that the trademarks MLS Database, and all copies, modifications, enhancements, and derivative works of VOW Operator (the “Marks”)MLS Database, are the VOWproperty of MLS, and all content right, title, and interest in and to the MLS Database, together with all copies, modifications, enhancements, and derivative works, including all copyright and other intellectual property rights are and shall remain with MLS. Sales Licensee hereby irrevocably assigns to MLS any and all rights which it may have or acquire in and to the MLS Database. Sales Licensee acknowledges and agrees that the Listing Content, and the look all copies, modifications, enhancements, and feel derivative works of the VOW, to the extent protectableListing Content, are proprietary, confidential, original works of authorship of VOW OperatorMLS, or licensors of VOW Operatorhave been assigned or licensed to MLS, and are protected under United States and worldwide copyright, trademark, and trade secret laws of general applicability. User further Sales Licensee acknowledges and agrees that all right, title title, and interest in and to the MarksListing Content, the VOWtogether with all copies, modifications, enhancements, and the look and feel of the VOWderivative works, including all content including Listing Content, copyright and other intellectual property rights are and shall remain with VOW Operator, MLS or its licensors, . Sales Licensee hereby irrevocably assigns to MLS any and that all rights not assigned to Broker which it may have or acquire in and to the Listing Content. Nothing in this Agreement or the Rules and Regulations shall be deemed to convey to Sales Licensee an interest in or to the MLS databases from which Listing Content is obtained (“MLS Databases”) are protected under United States and worldwide copyright law, and are owned by the MLSs, Database or their licensors, providing such database. User agrees not to contest or infringe these rights, directly or indirectly, at any time without the prior written consent of VOW Operator. User’s modification of the content including Listing Content, use but only a limited right of access and use, revocable in accordance with the content, including Listing Content, on any other VOW or networked computer environment, or use terms of the Listing Content for any purpose in violation of these Terms of Use, violates the copyrights, trademarks or other intellectual property rights of VOW Operator or its licensors, and is prohibitedthis Agreement. Except as expressly provided under these Terms of Use, User may not use on any VOW, including User’s VOW, or on any other materials, the Marks, or any other trademarks or copyrighted materials appearing on the VOW, including without limitation any logos, without the express prior written consent of the owner of the mark or copyright. b. User Sales Licensee agrees not to challenge the VOW OperatorMLS’s rights in and to the VOW and the content including Listing Content contained on or the VOW, MLS Database or to take any action inconsistent with the provisions of this Section 5 4 of these Terms of Usethis Agreement. User Sales Licensee agrees to take all action and execute and deliver to the VOW Operator MLS all documents requested by the VOW Operator MLS in connection with the copyright application and registration of the VOW. c. Listing Content and the MLS Database. Without limiting the generality of this Section 6.c4.d, User Sales Licensee acknowledges and agrees that the VOW Operator MLS may license, or otherwise grant rights in or to the VOW MLS Database or any or all of the Listings included in the MLS Database, including any and all Listing Content, to any third party for any lawful purpose reasonably deemed appropriate by MLS, unless otherwise limited by a separate agreement between MLS and the VOW Operatorapplicable broker/brokerage firm or by the Rules and Regulations. d. VOW Operator will not use User’s name, marks, logos, brands or distinctive identification or refer to User in any advertising, publicity releases or sales or marketing communication, without User’s prior written approval.

Appears in 1 contract

Sources: Subscription Agreement