INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY Sample Clauses
The "Intellectual Property Rights and Indemnity" clause defines the ownership, use, and protection of intellectual property (IP) created or used under the agreement, and sets out the parties' responsibilities for any IP infringement claims. Typically, this clause clarifies whether IP developed during the contract belongs to the client, the service provider, or is jointly owned, and requires one party to indemnify the other if third parties allege IP rights have been violated. Its core function is to allocate risk and responsibility regarding IP, ensuring that both parties are protected from legal disputes over ownership or unauthorized use of intellectual property.
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INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights.
42.2 The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party.
42.3 With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that:
42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect;
42.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies;
42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the:
42.4.1 availability, provision or use of the Services (or any parts thereof); and
42.4.2 performance of the Supplier's responsibilities and obligations hereunder.
42.5 The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder.
42.6 If a claim or demand is made or action brought to which Clauses 42.3 and...
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 6.1 All right and title to the Products (and any derivative works) and anything Contributor creates belongs to Contributor or its licensors. The Documentation includes a list of third party components incorporated into the Asset. Except for the license expressly granted under this Agreement, all of Contributor’s rights are reserved and no other license is granted.
6.2 You agree that Contributor is free to use all general knowledge, skills, techniques, and ideas that Contributor acquires or develops in performing this Agreement, subject to any obligation of confidentiality under Clause 9. By providing feedback to Contributor, you agree that Contributor may use it to improve the Products or otherwise.
6.3 Subject to Clause 4 and provided you comply with Clause 6.4, Contributor shall: (i) defend you against any legal proceedings brought by a third party alleging that your use of the Asset in accordance with the Documentation and this Agreement infringes the registered intellectual property rights of that third party (an "IPR Claim"); and (ii) indemnify you for any amount Contributor agrees in settlement of the IPR Claim, or which is finally awarded by a court of competent jurisdiction against you (with no further right of appeal) as a result of the IPR Claim. This indemnity will not apply to the extent the underlying allegation arises from: (i) your negligence, your breach of this Agreement or your use of the Asset outside the scope of this Agreement; (ii) modification of the Asset (other than modifications Contributor makes), or use of a non- current version of the Asset; or (iii) your use of the Asset in combination with third party materials. This Clause 6.3 sets out Contributor’s entire obligation and liability in connection with any allegation of intellectual property infringement.
6.4 To benefit from the indemnity you must: (i) notify Contributor promptly upon becoming aware of the IPR Claim, and in any event within ten (10) days; (ii) procure that Contributor has sole conduct of the investigation, defense, and settlement of the IPR Claim; (iii) provide such assistance as Contributor reasonably requests in relation to defence of an IPR Claim (at Contributor’s cost);
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 17.1 Save as granted under this Contract, neither the CUSTOMER nor the CONTRACTOR shall acquire any right, title or interest in the other’s Pre-Existing Intellectual Property Rights. The CONTRACTOR acknowledges that the CUSTOMER Data is the property of the CUSTOMER and the CUSTOMER hereby reserves all Intellectual Property Rights which may subsist in the CUSTOMER Data.
17.2 The CONTRACTOR shall ensure that no unlicensed software or open source software (other than the Open Source Ordered Software) is interfaced with or embedded within any software which is proprietary to the CUSTOMER or which is developed by or on behalf of the CONTRACTOR under this Contract.
17.3 The CUSTOMER acknowledges that the Open Source Ordered Software is subject to the open source licensing terms set out in Schedule 2-16 and that the Intellectual Property Rights in the Open Source Ordered Software are owned by a variety of third parties. The CONTRACTOR shall not do or allow to be done any act or omission which would cause the licence terms relating to the Open Source Ordered Software to be breached.
17.4 The CONTRACTOR will convey to the CUSTOMER the Open Source Ordered Software and associated documentation (including technical specifications, user manuals, operating manuals, process definitions and procedures) on the applicable open source licence terms set out in Annex B of Schedule 2-16.
17.5 The CONTRACTOR:
17.5.1 hereby grants to the CUSTOMER a licence to use the CONTRACTOR Software on its standard licence terms (set out in Annex A to Schedule 2- 16);
17.5.2 shall procure that the owners or the authorised licensors of any Third Party Software hereby grant a licence to the CUSTOMER on the Third Party Software owner’s standard licence terms (as set out in Annex B of Schedule 2-16); and
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 8.1 We or our licensors retain all ownership and Intellectual Property Rights in and to the Services and Content. Nothing in this Agreement shall transfer any Intellectual Property Rights in or arising from the Services or Content to you and no rights to use any such Intellectual Property Rights are granted save as expressly stated in this Agreement and applicable Documentation.
8.2 If someone alleges or makes a claim against you that your use of the Services infringes their copyright, UK registered trademarks or patents registered in the UK on the date of this Agreement (“Infringement Claim”), we will indemnify you against all direct costs, claims, demands, expenses (including reasonable
(a) you notify us promptly in writing of any such Infringement Claim, in any event not later than 5 days after you have received notice of the Infringement Claim, or sooner if required by applicable law;
(b) you make no admission as to liability or agree any settlement of such Infringement Claim without our prior written consent;
(c) you give us sole control of the defence and any settlement negotiations;
(d) you give us all information, authority, and reasonable assistance that we need to defend against, negotiate or settle the Infringement Claim;
8.3 We shall have no liability for any Infringement Claim to the extent that such Infringement Claim
(a) arises from possession, use, development, modification or operation of the Services or Content by you (or on your behalf) other than in accordance with the terms of this Agreement;
(b) failure by you to take any corrective action directed by us;
(c) is based upon any item provided by you and incorporated into the Services at your request; or
(d) if you use a superseded or altered release of the Services or Content and the Infringement Claim could have been avoided by using the current or unaltered release of the Services or Content.
8.4 If we believe that any of our Services or the Content may have violated any third party Intellectual Property Rights, we may choose to either modify the Services or Content so that they become non- infringing, or obtain a licence to allow for continued use, or if these alternatives are not commercially reasonable, we may end your subscription for the applicable Services or Content and refund any pre- paid Fees that you have paid for it on a pro-rated basis. This section provides you with your exclusive remedy for any claim of any Intellectual Property Right infringement or damages.
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 19.1 Save as granted under this Contract, neither the CUSTOMER nor the SERVICE PROVIDER shall acquire any right, title or interest in the other‟s Pre-Existing Intellectual Property Rights. The SERVICE PROVIDER acknowledges that the CUSTOMER Data is the property of the CUSTOMER and the CUSTOMER hereby reserves all Intellectual Property Rights which may subsist in the CUSTOMER Data.
19.2 The SERVICE PROVIDER shall ensure that no unlicensed software or open source software (other than the Open Source Ordered Software) is interfaced with or embedded within any software which is proprietary to the CUSTOMER or which is developed by or on behalf of the SERVICE PROVIDER under this Contract.
19.3 The CUSTOMER acknowledges that the Open Source Ordered Software is subject to the open source licensing terms set out in Schedule 2-17 and that the Intellectual Property Rights in the Open Source Ordered Software are owned by a variety of third parties.
19.4 The SERVICE PROVIDER will convey to the CUSTOMER the Open Source Ordered Software and associated documentation (including technical specifications, user manuals, operating manuals, process definitions and procedures) on the applicable open source licence terms set out in Annex B of Schedule 2-17.
19.5 All Contract Generated Intellectual Property Rights, other than rights in software described in Clause 19.8.2 shall be proprietary to and owned by the CUSTOMER and the SERVICE PROVIDER shall enter into such documentation and perform such acts as the CUSTOMER shall request to properly vest such Contract Generated Intellectual Property Rights in the CUSTOMER. Accordingly, the SERVICE PROVIDER hereby assigns (by way of present assignment of future Contract Generated Intellectual Property Rights) all such Intellectual Property Rights and shall make available to the CUSTOMER a copy of the Source Code of the Contract Generated Intellectual Property Rights.
19.6 Where the applicable open sourcing licensing terms set out in Annex B of Schedule 2-17 require that relevant Contract Generated Intellectual Property Rights shall be subject to licensing on the same terms as set out in such open source licensing terms the CUSTOMER shall take all steps necessary to comply with the licensing terms, including making available the Source Code of the Contract Generated Intellectual Property Rights where required by the applicable open source licensing terms.
19.7 Where the applicable open source licensing terms set out in Schedule 2-17 do not...
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 1Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other’s Pre-Existing Intellectual Property Rights.
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 10.1 The Supplier shall indemnify and hold harmless Fujitsu, its affiliates and its customers against any and all claims, liabilities, direct, indirect or consequential losses (including loss of profits, loss of business, depletion of goodwill and similar losses whether of a direct, indirect or consequential nature), costs and expenses (including legal fees) howsoever arising which Fujitsu, its affiliates or its customers may incur or suffer as a result of a claim by a third party arising from any infringement, actual or alleged, whether or not under English law, of any Intellectual Property Rights resulting from the possession, use, licensing, sale or other exploitation of the Supplies.
10.2 Where the Supplier generates any Intellectual Property Rights in performing Services, or creating or customising Products to Fujitsu’s specification (including without limitation by the creation or customisation of a Program or marketing, technical or training material or the internal or external design of an article), all such Intellectual Property Rights shall, on their creation, vest in Fujitsu exclusively and in consideration of the Charges the Supplier hereby, by way of future assignment with full title guarantee, assigns all such rights to Fujitsu.
10.3 The Supplier shall, promptly at Fujitsu's request, do or procure to be done all such further acts and things and the execution of all such other documents as Fujitsu may from time to time require for the purpose of securing for Fujitsu the full benefit of this Agreement, including all right, title and interest in and to the Intellectual Property Rights assigned to Fujitsu in accordance with Clause 10.2.
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 14.1. No Party to this Agreement shall acquire any right, title or interest in or to the Intellectual Property Rights of the other Party.
14.2. The Supplier shall indemnify, and keep indemnified, the Customer in full against all cost, expenses, damages and losses (whether direct or indirect), including any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by the Customer as a result of or in connection with any claim made against the Customer for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the Purchase or use of Vehicles, to the extent that the claim is attributable to the acts or omission of the Supplier or any Staff.
14.3. The Customer shall promptly notify the Supplier of any infringement claim made against it relating to any Vehicles and, subject to any statutory obligation requiring the Customer to respond, shall permit the Supplier to have the right, at its sole discretion to assume, defend, settle or otherwise dispose of such claim. The Customer shall give the Supplier such assistance as it may reasonably require to dispose of the claim and shall not make any statement which might be prejudicial to the settlement or defence of the claim.
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Intellectual Property Rights. The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that: it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call Off Agreement which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect; and
INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY. 7.1 The software and program materials and all intellectual property rights of whatever nature in the System and Services are and shall remain the property of the Company. In the event of the failure of the Company’s business or any insolvency of the Company, the intellectual property rights shall be vested in a properly appointed receiver or administrator.
7.2 Data held within the System shall remain the property of either the Client or the User (as the case may be). Data provided by the Client or by a User shall not belong to the Company and the Company shall not use the Data for any purpose other than to perform its duties and obligations under this Contract.
7.3 The Company shall indemnify and hold harmless Client and the Users against any and all costs, liability, damages and loss (including reasonable legal fees) arising from a claim by a third party that the possession, use and/or access to the System and the Services within the scope of this Contract infringes that third party's intellectual property rights or other similar proprietary rights.