Intellectual Property Review Clause Samples

The Intellectual Property Review clause establishes a process for evaluating and verifying the ownership, validity, and use of intellectual property (IP) involved in a contract or transaction. Typically, this clause requires one or both parties to disclose relevant IP assets, such as patents, trademarks, copyrights, or trade secrets, and may involve a formal review period during which the other party can assess the IP for potential issues like infringement or encumbrances. Its core practical function is to ensure that all IP rights are properly accounted for and that both parties are aware of any risks or limitations, thereby reducing the likelihood of future disputes or legal challenges related to intellectual property.
Intellectual Property Review. 4.2.2.1. the execution of the Agreement or any part thereof by it or anyone on its behalf, shall not involve an infringement of any intellectual property right of any third party. 4.2.2.2. it is the rightful owner and/or has in its possession a license to use all intellectual property rights, including data, know-how, software, modules, records, reports, plans, drawings, documents or other information ("Documents"), components, patent rights and copyrights of the Product and/or related thereto, and including . 4.2.2.3. Should any such breach and/or infringement occur or be alleged or in the event any defect and/or failure of the Products, it shall: (i) fully indemnify (Company name) for any damage or cost it may incur as a result thereof, including due to claims by (Company name) clients or any third party; (ii)do whatever is necessary to obtain, for its account, a license covering the Products and all its components, parts, hardware and software and/or modifying the Products and/or the infringing software and/or hardware and/or component so that Products becomes non-infringing without compromising the principal functions of the Products, to ensure (Company name) and (Company name) client’s' ability to continue to use the Products and (Company name) ability to adhere to its undertakings and pursue its rights under the Agreement. 4.2.2.4. It hereby grants (Company name) the exclusive, royalty-free, chosen 6 - 8 models right to copy, use and reproduce such Documents for any purpose related to the use and maintenance of the Products (such right of copy and reproduce Documents and use of the Product is transferable).
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Intellectual Property Review. The Program Managers shall establish and enact a procedure whereby, on [*] during the term of the Agreement or earlier termination of the Agreement, the Parties shall report in writing to the others on the status of all Invention disclosures, any corresponding patent applications, and any corresponding issued patents for which such Party is responsible. On [*] each Party shall provide the other Party a copy of any newly filed original patent applications for Inventions.
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Intellectual Property Review a. [***] shall control any Intellectual Property issues that may arise regarding the Product, including without limitation, the selection and retention of outside legal counsel. Nonetheless, the Parties shall reasonably cooperate to ensure that the development, manufacture, marketing and sale of the Product does not infringe the Intellectual Property rights of any Third Party, each using commercially reasonable efforts to recommend and implement measures to avoid infringement and/or develop evidence to invalidate or render unenforceable Intellectual Property owned by a Third Party. b. [***] shall be responsible for obtaining from outside legal counsel opinions as to whether the Product as developed and manufactured by Perrigo, including P▇▇▇▇▇▇’▇ formulation, process and/or active pharmaceutical ingredient, would infringe any Third Party Intellectual Property (such determination of outside counsel the “Freedom to Operate Analysis”). [***] shall be responsible for (i) analyzing such Freedom to Operate Analysis as it pertains to the development, manufacture, marketing and/or sale of the Product in the Territory; and for (ii) analyzing the infringement, validity, and/or enforceability of Intellectual Property identified in the Freedom to Operate Analysis. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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Intellectual Property Review a. ▇▇▇▇▇▇▇ shall control any Intellectual Property issues that may arise regarding the Product, including without limitation, the selection and retention of outside legal counsel. Nonetheless, the Parties shall reasonably cooperate to ensure that the development, manufacture, marketing and sale of the Product does not infringe the Intellectual Property rights of any Third Party, each using commercially reasonable efforts to recommend and implement measures to avoid infringement and/or develop evidence to invalidate or render unenforceable Intellectual Property owned by a Third Party. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. b. ▇▇▇▇▇▇▇ shall be responsible for obtaining from outside legal counsel opinions as to whether the Product as developed and manufactured by Perrigo, including P▇▇▇▇▇▇’▇ formulation, process and/or active pharmaceutical ingredient, would infringe any Third Party Intellectual Property (such determination of outside counsel the “Freedom to Operate Analysis”). Perrigo shall be responsible for (i) analyzing such Freedom to Operate Analysis as it pertains to the development, manufacture, marketing and/or sale of the Product in the Territory; and for (ii) analyzing the infringement, validity, and/or enforceability of Intellectual Property identified in the Freedom to Operate Analysis.
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Intellectual Property Review. No later than six months prior to announcing any new product or any product encompassing a new design or a substantial redesign, the Partnership shall give the members of the Governing Committee written notice of such product. Each Partner shall have the right to perform patent and other searches to determine whether such product infringes any patent, copyright or trademark of any third party. Upon request of any member of the Governing Committee, the Partnership will cooperate with such member to provide any additional information that the member may reasonably request in order to make such determinations. The Partnership shall not announce such product until any material concerns of any member of the Governing Committee have been satisfactorily resolved; provided, that in the event that the Chief Executive Officer of the Partnership is unable to resolve any such concerns, the dispute resolution procedure set out in Section 5.03(i) shall be followed and if the dispute is not resolved thereunder the Partnership may announce such Product.
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Intellectual Property Review. The Agent shall have completed its due diligence review with respect to the nature and extent of the Intellectual Property of the Borrowers (including all Intellectual Property to be acquired in the SUMMITrak Acquisition), including a determination of the registered or unregistered status of such Intellectual Property with the federal Copyright Office or the federal Patent and Trademark Office, as applicable, and shall have received such assessments or other information relating to the Borrowers' Intellectual Property as the Lenders reasonably may require.
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Related to Intellectual Property Review

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Intellectual Properties To the extent permissible under applicable law, all intellectual properties made or conceived by Employee during the term of this employment by Employer shall be the right and property solely of Employer, whether developed independently by Employee or jointly with others. The Employee will sign the Employer’s standard Employee Innovation, Proprietary Information and Confidentiality Agreement (“Confidentiality Agreement”).

  • Contractor Intellectual Property Contractor shall retain all right, title and interest in and to any work, ideas, inventions, discoveries, tools, methodology, computer programs, processes and improvements and any other intellectual property, tangible or intangible, that has been created by Contractor prior to entering into this Contract (“Contractor Intellectual Property”). Should the State require a license for the use of Contractor Intellectual Property in connection with the development or use of the items that Contractor is required to deliver to the State under this Contract, including Work Product (“Deliverables”), the Contractor shall grant the State a royalty-free license for such development and use. For the avoidance of doubt, Work Product shall not be deemed to include Contractor Intellectual Property, provided the State shall be granted an irrevocable, perpetual, non-exclusive royalty-free license to use any such Contractor Intellectual Property that is incorporated into Work Product.

  • Intellectual Property/Work Product Ownership All data, technical information, materials first gathered, originated, developed, prepared, or obtained as a condition of this agreement and used in the performance of this agreement -- including, but not limited to all reports, surveys, plans, charts, literature, brochures, mailings, recordings (video or audio), pictures, drawings, analyses, graphic representations, software computer programs and accompanying documentation and printouts, notes and memoranda, written procedures and documents, which are prepared for or obtained specifically for this agreement, or are a result of the services required under this grant -- shall be considered "work for hire" and remain the property of the State of Vermont, regardless of the state of completion unless otherwise specified in this agreement. Such items shall be delivered to the State of Vermont upon 30- days notice by the State. With respect to software computer programs and / or source codes first developed for the State, all the work shall be considered "work for hire,” i.e., the State, not the Party (or subcontractor or sub-grantee), shall have full and complete ownership of all software computer programs, documentation and/or source codes developed. Party shall not sell or copyright a work product or item produced under this agreement without explicit permission from the State of Vermont. If Party is operating a system or application on behalf of the State of Vermont, Party shall not make information entered into the system or application available for uses by any other party than the State of Vermont, without prior authorization by the State. Nothing herein shall entitle the State to pre-existing Party’s materials. Party acknowledges and agrees that should this agreement be in support of the State's implementation of the Patient Protection and Affordable Care Act of 2010, Party is subject to the certain property rights provisions of the Code of Federal Regulations and a Grant from the Department of Health and Human Services, Centers for Medicare & Medicaid Services. Such agreement will be subject to, and incorporates here by reference, 45 CFR 74.36, 45 CFR 92.34 and 45 CFR 95.617 governing rights to intangible property.

  • Intellectual Property Matters A. Definitions