Intellectual Property Protection Clause Samples

Intellectual Property Protection. Company will, at its own expense, defend or at its option settle, any claim brought against You by a third party on the issue of infringement of any copyright, patent, or trademark of that third party, in each case by the “Company Technology,” as defined below in this Section 10; provided that You provide Company with (a) prompt written notice of such claim; (b) control over the defense and settlement of such claim; and (c) proper and full information and assistance to settle and/or defend any such claim. In the event of any claim for which Company may be obligated to defend or settle in accordance with this Section 10, Company may at its sole option and expense, either: (i) procure the right to use the Company Technology as provided herein, (ii) replace the Company Technology with other non-infringing products with equivalent functionality; (iii) suitably modify the Company Technology so that it does not infringe, or (iv) terminate this Agreement. Company assumes no liability for infringement claims arising from: (1) any combination of the Company Technology with products or technology not provided by Company, if the infringement would not have occurred if the Company Technology had not been so combined; (2) any modification of the Company Technology, in whole or in part, by anyone other than Company, if the infringement would not have occurred but for such modification; (3) use by You of any Company Technology after Company notifies You that continued use may subject You to such claim of infringement, provided that Company provides You with a replacement release of the Company Technology; (4) any proprietary or intellectual property rights not expressly identified in this Section 10; or (5) any non-United States proprietary or intellectual property rights. “

Intellectual Property Protection. The Company will have the sole and exclusive right to apply for, prosecute, obtain and maintain any patents, design patents, copyrights, industrial designs, domain name registrations, or trademark registrations and any other applications, registrations or grants of rights analogous thereto in any and all countries throughout the world in respect of any Developments and the Executive will, whether during or subsequent to the Executive’s employment, assist the Company, at the Company's expense, with recording or securing the Company's right, title and interest in and to the Developments, including agreeing to execute any applications, transfers, assignments, waivers, powers of attorney or other documents as the Company may consider necessary or desirable, or to take any action deemed necessary or desirable by the Company, for prosecuting, issuing, enforcing, obtaining, maintaining or vesting in or assigning any of the foregoing with or to the Company in any and all countries of the world.

Intellectual Property Protection. 23.1 Intellectual property rights, including copyright, design and patent rights, in all application software used in connection with MEPS+ (including manual backup facilities specified in Rule 19) shall be and remain inviolable at all times, and no participant shall, without the written consent of the Service Provider: (a) modify or make a copy of any such software; (b) transfer, sell, lease or license any such software to another person; (c) apply or use any such software for purposes other than MEPS+ unless permitted by these Rules; or (d) permit or suffer any other person in its employment or otherwise under its control to do any of the above.

Intellectual Property Protection. The Company shall, and shall cause its Subsidiaries to, take all commercially reasonable steps in the ordinary course promptly to protect their respective material intellectual property rights.

Intellectual Property Protection. Bionics and its Affiliates will jointly control the Prosecution of all Patents included in the Bionics Controlled IP, each at its own expense and with legal counsel of its own choice, and will take such other legal steps as Bionics and its Affiliates will determine in their sole discretion to be necessary to protect their rights for all Bionics Controlled IP. For the avoidance of doubt, neither Bionics nor its Affiliates will be obligated to pay any Prosecution Costs to protect any Intellectual Property if they determine, in their sole discretion, that those Prosecution Costs outweigh the likely benefits to Bionics or such Affiliate. The term “Bionics Controlled IP” means all Existing Intellectual Property, Joint Intellectual Property and Future Intellectual Property, except any Existing Intellectual Property that relates to the System.

Intellectual Property Protection. NEC will, at its own expense, defend or at its option settle, any claim brought against You by a third party on the issue of infringement of any copyright, patent, or trademark of that third party, in each case by the “NEC Technology,” as defined below in this Section 10; provided that You provide NEC with (a) prompt written notice of such claim; (b) control over the defense and settlement of such claim; and (c) proper and full information and assistance to settle and/or defend any such claim. In the event of any claim for which NEC may be obligated to defend or settle in accordance with this Section 10, NEC may at its sole option and expense, either: (i) procure the right to use the NEC Technology as provided herein; (ii) replace the NEC Technology with other non-infringing products with equivalent functionality; (iii) suitably modify the NEC Technology so that it does not infringe; or (iv) terminate this Agreement. NEC assumes no liability for infringement claims arising from: (1) any combination of the NEC Technology with products or technology not provided by NEC, if the infringement would not have occurred if the NEC Technology had not been so combined; (2) any modification of the NEC Technology, in whole or in part, by anyone other than NEC, if the infringement would not have occurred but for such modification;

Intellectual Property Protection. Except with the written consent of the Majority Series A Preferred Holders and the Majority Series B Preferred Holders, the Group Companies shall take all reasonable steps to protect their respective material Intellectual Property rights, including without limitation (a) registering their material respective trademarks, brand names, domain names and copyrights, and (b) requiring each employee and consultant of each Group Company to enter into an employment agreement, a confidential information and intellectual property assignment agreement and a non-competition and non-solicitation agreement requiring such persons to protect and keep confidential such Group Company’s confidential information, intellectual property and trade secrets, prohibiting such persons from competing with such Group Company for a reasonable time after their termination of employment with any Group Company, and requiring such persons to assign all ownership rights in their work product to such Group Company.

Intellectual Property Protection. For purposes of this Intellectual Property Protection section, the term "Product" also includes Materials and Machine Code.

Intellectual Property Protection. Notwithstanding anything in this Agreement to the contrary, it is the express intention of the parties to this Agreement that all right, title and interest of whatever nature in the Master Servicer's and/or Nelnet's user manuals, training materials, all computer programs, routines, structures, layout, report formats, together with all subsequent versions, enhancements and supplements to said programs, all copyright rights (including both source and object code) and all oral or written information relating to the Master Servicer's and/or Nelnet's programs conveyed in confidence by the Master Servicer or Nelnet to the Trust, NSLF or the Administrator pursuant to this Agreement which is not generally known to the public and which give the Master Servicer or Nelnet an advantage over their respective competitors who do not know or use such information (hereinafter collectively referred to as "Trade Secrets"), and all other forms of intellectual property of whatever nature is and shall remain the sole and exclusive property of the Master Servicer and/or Nelnet.