Intellectual Property Rights and Title Clause Samples

Intellectual Property Rights and Title. 13.1. PGS owns and shall continue to own: a) its pre-existing Intellectual Property Rights; and b) any other Intellectual Property Rights separately created by PGS other than in the performance of the Services under this Agreement, and in the event that such materials and any such other Intellectual Property Rights described in this Clause 13.1 must be accessed by the Client to use or access any Deliverable in accordance with this Agreement or after termination of the Agreement for the Client’s own internal business purpose as contemplated and set down in the Work Package (but not to independently commercially exploit such Intellectual Property rights) entered into under this Agreement, PGS hereby grants the Client a non-exclusive royalty free licence to use such Intellectual Property Rights and such materials solely for use with the Deliverable. 13.2. Subject to Clause 13.1, 13.4, 13.5 and 13.6, and provided that the Client has paid PGS in full for the Services, all rights title and interests in the Intellectual Property Rights in the Deliverables (other than any referred to in clause 13.1) vesting in PGS shall be assigned to the Client so as to become the property of the Client and once assigned PGS acknowledges that it has no right or interest in copyright or other Intellectual Property Rights in the Deliverables except as expressly reserved in this Agreement or set down in a particular Work Package. In this regard PGS shall take steps as are necessary to assign any such Intellectual Property Rights it possesses to the Client to meet the requirement of this Clause, provided that the Client shall pay any reasonable third party costs associated with such transfer or assignment. Once transferred, the Client hereby grants a licence to PGS to use the Deliverables to the extent that, and for as long as, PGS requires such use in order to perform the Services to be provided under any Work Package. 13.3. For the avoidance of doubt, PGS shall be fully entitled to use in any way it deems fit any Know-How. 13.4. The Client shall not delete, alter or remove proprietary information or trade mark notices (if any) appearing on any materials supplied to it by PGS at any time unless such materials are supplied as an integral part of the Services for which the Client has requested and paid for. In this regard such documentation shall be deemed to belong to the Client who will then be free to reformat and brand such materials freely, subject always to the provisions and ri...
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Intellectual Property Rights and Title. Supplier warrants and represents that it possesses all right, title and interest in the Product necessary for Supplier to sell the Products to NCR and grant to NCR the rights and licenses for NCR’s sale of Products under this Agreement; and that the Product does not infringe any third party’s patent, copyright, trademark, trade secret or other intellectual property right, provided, however, that the foregoing warrants and represents of non-infringement will not apply to i) the combination of the Product with other products, processes or services not furnished by Supplier, unless the combination is contemplated in Supplier’s documentation for the Product or the combination is necessary for the Product to achieve its intended purpose, or ii) modifications to the Product not made by Supplier or in accordance with Supplier’s instructions, if such Claim would not have arisen but for such modification, or iii) Supplier’s compliance with NCR’s specific design, specification, drawing, instruction, for the Product itself, if such Claim would not have arisen but for such compliance, or iv) Parts purchased by Supplier from Tier 2 Suppliers pursuant to Exhibit 1, or v) Manufactured Products provided by Supplier pursuant to Exhibit 1 except for the part made by Supplier contained in the Manufactured Products.
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Intellectual Property Rights and Title. Any right, title, and interest in any Intellectual Property arising from or attributed to any of the work product undertaken by Grantee as part of the Project shall belong to the Department. Grantee shall assert no claim of ownership or license in any of the Intellectual Property.
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Intellectual Property Rights and Title. 6.1 Subject to the provisions in the Specific Agreements, the Intellectual Property Rights in respect of all technical know-how, data, logo, documentation, reports and all other information created, developed, written, derived from, subsisting in, used, provided or produced by either Party pursuant to this Agreement shall vest and remain vested in that Party solely. 6.2 Subject to the provisions in the Specific Agreements, the acquisition of any Services and Support Services by the Service Recipient under this Agreement or the use of any property of the other Party in relation to this Agreement does not give that Party any proprietary rights, title or interest in the other Party’s property and Intellectual Property Rights. For the avoidance of doubt, this applies to: (a) any Intellectual Property Rights licensed to a Party by the other Party; and (b) any equipment and software provided to a Party by the other Party and located in the first Party’s premises. 6.3 Subject to the provisions in the Specific Agreements, for any Equipment purchased by the Service Recipient from the Service Provider under this Agreement, the title of such Equipment shall not pass to the Service Recipient until the Service Recipient has paid the Service Provider the full price of such Equipment. Risk of loss and damage to such Equipment shall pass to the Service Recipient once such Equipment is delivered to the designated delivery address for such Equipment.
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Intellectual Property Rights and Title. 5.1. Copyright and all other Intellectual Property Rights in the Application Software shall belong to and remain in MCL and/or its licensors. 5.2. The Customer is permitted to use the Application Software as specified in this Agreement but further or otherwise no licence shall be granted or implied in respect of Intellectual Property Rights in the Application Software or the System. 5.3. No title in the System or any of its component parts shall pass to the Customer at any time. 5.4. All copyright, trademarks and other Intellectual Property Rights that exist within the Application Services are and shall remain the exclusive property of HPL and/or (in the case of any third party software) the third party owner of such rights. Nothing in this Agreement shall pass to the Customer any rights of title or ownership in such property.
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Related to Intellectual Property Rights and Title

  • 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 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 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/or 42.4 may apply, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to Approval) at its own expense and within a reasonable time either: 42.6.1 modify any or all of the affected Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Off Contract; or 42.6.2 procure a licence to use the Services on terms that are reasonably acceptable to the Authority and in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and 42.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term and for no other purpose.

  • 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.

  • 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.