INTELLECTUAL PROPERTY RIGHTS AND TECHNOLOGY Clause Samples

The 'Intellectual Property Rights and Technology' clause defines the ownership, use, and protection of intellectual property (IP) and technology developed or used during the course of an agreement. It typically specifies which party retains rights to pre-existing IP, how new inventions or works created under the contract are handled, and the extent to which each party can use, license, or transfer such technology. This clause is essential for preventing disputes over IP ownership, ensuring both parties understand their rights and obligations, and protecting valuable technological assets created or shared during the relationship.
INTELLECTUAL PROPERTY RIGHTS AND TECHNOLOGY. 11.1. You shall not, under any circumstances acquire any right in or to any of the IPRs (including, without limitation, copyright) subsisting in, resulting from or relating to the Equipment or Software, or any documents, drawings and/or specifications relating thereto supplied by the Service Provider to You in connection with the Products, unless otherwise expressly agreed by the Service Provider in writing. If You in any way acquire any such rights then You shall immediately inform the Service Provider and shall forthwith take such steps as may be required by the Service Provider to assign such rights or vest such title in the Service Provider. 11.2. You agree to comply with the terms of the Agreement and any licenses required by the owner of any Intellectual Property Right in the Services and/or Software notified to You by the Service Provider or appearing on screen as an integral part of the Service. If You do not consent to any such licenses, You may within 5 days of being notified of such a license terminate the Agreement. However Your continued use of the Service or failure so to terminate the Agreement will be deemed to constitute acceptance of the said licenses of Software and You shall not be entitled to terminate the Agreement under this Clause. 11.3. The license granted to You under the Agreement is personal to the named recipient and may not be leased, sublicensed, transferred, assigned, lent or otherwise disposed of unless otherwise stated in the terms of any agreements/licenses provided with the Software or except to the extent permitted by Law You must not copy the Software, except to make a single copy for backup or archival purposes. Any such copy shall be subject to the Agreement as if it were the original and shall contain all notices regarding proprietary rights contained in the Software originally provided to You. This license does not grant You any right to any enhancement, reversion or update to the Software. However the Service Provider or its licensors may at any time upon 25 days prior written notice, make available require You to accept such enhancements, reversions or updates and may cease to distribute or license previous versions of the Software to You. You must comply with the terms of the Agreement (and any other license agreements governing such Software) in relation to such enhanced, revised or updated Software as if it were the original Software. The Service Provider shall be entitled to charge You its then current standa...
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INTELLECTUAL PROPERTY RIGHTS AND TECHNOLOGY. 10.1 None of the Intellectual Property rights and Technology of the Vsource Companies have been subjected to any revocation or claim for infringement or passing-off action. In addition, to the best of the knowledge and belief of the Vendor, each of the Vsource Companies has complied with and shall continue to comply with all the legal and regulatory requirements within all laws having jurisdictions over it including new laws or regulations introduced by the relevant authority from time to time. 10.2 Each of the Vsource Companies, its employees and authorised agents are fully licensed to use the Technology and neither the relevant company, its employees nor authorised agents have breached any of the terms or conditions of such licences. For the avoidance of doubt, reference to licences in section 10 of this Schedule shall include all sub-licences and third party rights. Where necessary, each of the Vsource Companies has been duly authorized by the software owners to modify, alter and configure all existing software to suit its business operations and customer specifications. 10.3 None of the Vsource Companies has disclosed or to the best of the knowledge and belief of the Vendor, permitted the disclosure to any person of any of its Intellectual Property rights, Technology, data information pertaining to the Business or its business or lists of customers or suppliers, save to persons who have been properly authorised by the relevant Vsource Company to accept such information. 10.4 None of the Vsource Companies carry on business under any name other than under its current name.
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INTELLECTUAL PROPERTY RIGHTS AND TECHNOLOGY. 10.1 None of the Intellectual Property rights and Technology of the Vsource Companies have been subjected to any revocation or claim for infringement or passing-off action. In addition, to the best of the knowledge and belief of the Vendor, each of the Vsource Companies has complied with and shall continue to comply with all the legal and regulatory requirements within all laws having jurisdictions over it including new laws or regulations introduced by the relevant authority from time to time. 10.2 Each of the Vsource Companies, its employees and authorised agents are fully licensed to use the Technology and neither the relevant company, its employees nor authorised agents have breached any of the terms or conditions of such licences. For the avoidance of doubt, reference to licences in section 10 of this Schedule shall include all sub-licences and third party rights. Where necessary, each of the Vsource Companies has been duly authorized by the software owners to modify, alter and configure all existing software to suit its business operations and customer specifications.
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INTELLECTUAL PROPERTY RIGHTS AND TECHNOLOGY. (a) Schedule 3.15(a) of the Seller Disclosure Schedule sets forth an accurate and complete list of all Registered IP and material unregistered Marks included in the Sale Business Intellectual Property. Schedule 3.15(a) of the Seller Disclosure Schedule lists (i) the record owner of each such item of Registered IP, and, if different from the record owner, the beneficial owner of such item of Registered IP, (ii) the jurisdiction in which each such item of Registered IP has been issued or registered or in which any such application for issuance or registration has been filed, as applicable, and (iii) the date and number of each such issuance, registration or application, as applicable. (b) Seller or one of its IP Affiliates is the sole and exclusive owner of all right, title and interest in and to all Registered IP free and clear of all Liens (other than Permitted Liens). Seller or one of its IP Affiliates (i) is the sole and exclusive owner of all Sale Business Intellectual Property and Sale Business Technology and all Seller Licensed Intellectual Property and Technology (excluding Third Party Intellectual Property and Technology and Open Source included in the Seller Licensed Intellectual Property and Technology) free and clear of all Liens (other than Permitted Liens), and (ii) has valid and continuing rights (pursuant to written Inbound Intellectual Property Licenses) to use and otherwise exploit all Third Party Intellectual Property and Technology as the same is used and otherwise exploited by Seller or any of its IP Affiliates in the Sale Business as presently conducted. Except as set forth on Schedule 3.15(b) of the Seller Disclosure Schedule, the Sale Business Intellectual Property and Sale Business Technology, together with the Seller Licensed Intellectual Property and Technology and the Third Party Intellectual Property and Technology licensed to Seller or any of its IP Affiliates under the Inbound Intellectual Property Licenses, include all of the Intellectual Property Rights and Technology necessary and sufficient to enable Seller and its IP Affiliates to conduct the Sale Business in the manner in which the Sale Business is currently being conducted. The Sale Business Intellectual Property and the Seller Licensed Intellectual Property and Technology are subsisting. The material Copyrights (excluding any applications for registration therefor) and Trade Secrets included in the Sale Business Intellectual Property or the Seller Licensed Intellectual ...
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INTELLECTUAL PROPERTY RIGHTS AND TECHNOLOGY. 10.1. You shall not, under any circumstances acquire any right in or to any of the IPRs (including, without limitation, copyright) subsisting in, resulting from or relating to the Equipment or Software, or any 11.1. Intellectual property rights in the Software remain the property of the Company or its licensors. You agree to comply with the terms of the Agreement and any licences required by the owner of any intellectual property right in the Software notified to You by the Company or appearing on screen as an integral part of the Service. 11.2. The Company hereby grants You a non-exclusive revocable licence to use the Software in executable object code form only. 11.3. The licence granted to You under the Agreement is personal to You and may not be leased, sublicensed, transferred, assigned, lent or otherwise disposed of. 11.4. If You use the Software in any way which will result in You being in breach of the Agreement or the terms of any individual agreement provided with the Software or if You attempt to transfer, assign or otherwise dispose of Your licence to use the Software that licence is terminated immediately. 11.5. The Software is protected by copyright law. You must use the Software in accordance with the Agreement and the terms of any
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INTELLECTUAL PROPERTY RIGHTS AND TECHNOLOGY. 5.1 General Principles and Role of R&D Strategic Committee. (a) This ARTICLE V sets forth general principles applicable to the ownership of, and licenses to, Intellectual Property Rights and Technology related to R&D Projects. Notwithstanding the foregoing, the Parties acknowledge that they cannot anticipate and foresee as of the date hereof all of the specific details of the future R&D Projects or the appropriate allocation of rights to Intellectual Property Rights and Technology that may be related to such R&D Projects. As such, the Parties agree that the R&D Strategic Committee shall have the right, subject to Section 3.3 (as applicable), to agree to the allocation of rights and licenses with respect to Intellectual Property Rights and Technology related to a particular R&D Project that may differ from the terms set forth in this ARTICLE V. (b) The Parties agree that, notwithstanding the provisions of this ARTICLE V or this Agreement, no Intellectual Property Rights or Technology are licensed or allocated pursuant to this Agreement. Rather, in accordance with Section 5.1(a), and subject to Section 3.3 as applicable, the R&D Strategic Committee shall, prior to the commence of each R&D Project, establish written terms and conditions with respect to Intellectual Property Rights and Technology related to the applicable R&D Project, including the ownership and licensing (including sublicensing) thereof (each set of terms and conditions, a “Project IPRT Agreement”).
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INTELLECTUAL PROPERTY RIGHTS AND TECHNOLOGY. (a) SCHEDULE 1.95 sets forth all the Intellectual Property Rights in Transferred Technology that are the subjects of patent, trademark, copyright, domain name or other similar applications, certificates, filings or registrations issued by, filed with or recorded by the U.S. Patent & Trademark Office, the U.S. Copyright Office or other similar legal authorities, and that are owned by or filed in the name of Seller (collectively, the "Registered Intellectual Property"). (b) Except as reflected in certain Contracts disclosed on SCHEDULE 1.27, Seller is the exclusive owner or exclusive or nonexclusive licensee of all Transferred Intellectual Property Rights. (c) Except as reflected in certain Contracts disclosed on SCHEDULE 1.27, Seller has not transferred ownership of or granted any license of or right to use or authorized the retention of any rights to use any Intellectual Property Rights that is or was Transferred Intellectual Property Rights, to any other Person. (d) Transferred Intellectual Property constitutes all Intellectual Property Rights used in and/or necessary to the conduct of the Computer Telephony Business as currently conducted. (e) To the extent not disclosed on SCHEDULE 1.27 or reflected in Contracts disclosed on SCHEDULE 1.27, the operation of the Computer Telephony Business, including but not limited to Purchaser's design, development, use, import, manufacture and sale of the products, technology or services (including Computer Telephony Products and products, technology or services currently under development) does not to the Knowledge of Seller, except as set forth on SCHEDULE 3.20 (i) infringe or misappropriate the Intellectual Property Rights of any Person, (ii) violate the rights of any Person (including rights to privacy or publicity) or (iii) constitute unfair competition or trade practices under the laws of any jurisdiction. Seller has not received notice from any Person claiming that such operation or any act, product, technology or service (including Computer Telephony Products) infringes or misappropriates the Intellectual Property Rights of any Person or constitutes unfair competition or trade practices under the laws of any jurisdiction (nor does Seller have Knowledge of any basis therefor). (f) Each issued and registered item of Registered Intellectual Property is valid and subsisting. In each case in which Seller has acquired from any Person anyIntellectual Property Rights associated with or related to the Computer Telephony...
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INTELLECTUAL PROPERTY RIGHTS AND TECHNOLOGY. 11.1. You shall not, under any circumstances acquire any right in or to any of the IPRs (including, without limitation, copyright) subsisting in, resulting from or relating to the Equipment or Software, or any documents, drawings and/or specifications relating thereto supplied by the Service Provider to You in connection with the Products, unless otherwise expressly agreed by the Service Provider in writing. If You in any way acquire any such rights then You shall immediately inform the Service Provider and shall forthwith take such steps as may be required by the Service Provider to assign such rights or vest such title in the Service Provider. 11.2. You agree to comply with the terms of the Agreement and any licenses required by the owner of any Intellectual Property Right in the Services and/or Software notified to You by the Service Provider or appearing on screen as an integral part of the Service. If You do not consent to any such licenses, You may within 5 days of being notified of such a license terminate the Agreement. However Your continued use of the Service or failure so to terminate the Agreement will be deemed to constitute acceptance of the said licenses of Software and You shall not be entitled to terminate the Agreement under this Clause. 11.3. The license granted to You under the Agreement is personal to the named recipient and may not be leased, sublicensed, transferred,
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Related to INTELLECTUAL PROPERTY RIGHTS AND TECHNOLOGY

  • Intellectual Property Rights The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

  • 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.

  • INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS A. Data produced under this Annex which is subject to paragraph C. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement will be protected for the period of one year. B. Under paragraph H. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement, Disclosing Party provides the following Data to Receiving Party. The lists below may not be comprehensive, are subject to change, and do not supersede any restrictive notice on the Data provided.

  • Intellectual Property Rights Infringement HP will defend and/or settle any claims against Customer that allege that an HP-branded product or service as supplied under this Agreement infringes the intellectual property rights of a third party. HP will rely on Customer’s prompt notification of the claim and cooperation with our defense. HP may modify the product or service so as to be non-infringing and materially equivalent, or we may procure a license. If these options are not available, we will refund to Customer the amount paid for the affected product in the first year or the depreciated value thereafter or, for support services, the balance of any pre-paid amount or, for professional services, the amount paid. HP is not responsible for claims resulting from any unauthorized use of the products or services.

  • Patents and Intellectual Property Rights Recipients are subject to the ▇▇▇▇-▇▇▇▇ Act, 35 U.S.C. § 200 et seq, unless otherwise provided by law. Recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from federal financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14.