Intellectual Property Rights & Data Sample Clauses

The 'Intellectual Property Rights & Data' clause defines the ownership, usage, and protection of intellectual property and data exchanged or created during the course of an agreement. It typically specifies which party retains rights to pre-existing materials, how new intellectual property developed under the contract will be handled, and the permitted uses of confidential or proprietary data. This clause ensures that both parties understand their rights and obligations regarding intellectual property, thereby preventing disputes over ownership and unauthorized use of data or creations.
Intellectual Property Rights & Data. 9.1 TradeBlock shall retain all rights to its Services and software (including without limitation any materials or code provided as part of the Services), Brands, technologies, information, trade secrets, know how, intellectual property, indices, information and data generated by TradeBlock or TradeBlock’s systems hereunder, including any modifications, enhancements and derivatives thereof (collectively, “TradeBlock’s Intellectual Property”). No implied licenses are granted herein.
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Intellectual Property Rights & Data. 8.1 All rights of intellectual property of Customer to data and information of Customer are and will remain the property of Customer. Sparkwise and its suppliers and licensors are the exclusive owner(s) of all rights and title of all segments of the Serviciensc,luding the intellectual property rights and the functionality thereof. Customer shall acquire no rights whatsoever other than explicitly described in these Terms or the Agreement. 8.2 Sparkwise holds Customer indemnified against any claims based on the substantiated allegation of a third party that the SaaS infringe intellectual property rights valid in the Netherlands and other member states of the European Union, as well as other ctoriuens of the ▇▇▇▇▇▇ Convention. In such case, Customer shall inform Sparkwise thereof immediately in writing, in detail, and further offer its cooperation to Sparkwise. In the case of aforementioned claims by third parties Sparkwise may at its discretion er place or change the SaaS entirely or partially if necessary, or terminate the Agreement entirely or partially. 8.3 Customer is responsible for any (personal) data or other information that Customer sends to Sparkwise or otherwise shares or discloses before or during its use of the Services. For example, when Customer will create a user account, Sparkwise need to prosce(psersonal) data for the purposes to identify and give Customer access to the Services. Furthermore, Customer is responsible for all user account(s) and maintaining due care. 8.4 In order to operationalize the SaaS which is e-ntod-end encrypted, therefore, Customer understands necessary in order to run, monitor or perform the SaaS. Spasrek wiill take commercially reasonable efforts to implement and maintain to the extent necessary appropriate technical and organizational security measures in accordance with the ISO27001 certificate, and other relevant security certification standards. Cust that this will involve transmission over the internet and over various networkse.vHeor,wSparkwise does not control or have any insight into the data traffic from or to the SaaS, and does not give any warranties with regard to content of data, including but not limited to reliability and completeness. 8.5 Customer is entitled to upload and download its data and information in the SaaS through a secure protocol as and to the extent provided by Sparkwise from time to time. Customer is responsible for the protection of (personal) data being sent or processeydthbe SaaS o...
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Intellectual Property Rights & Data. 9.1 Unless otherwise expressly agreed in writing by the relevant parties, nothing in this Agreement shall operate to assign or otherwise transfer a party's Intellectual Property Rights. 9.2 All title, interest and Intellectual Property Rights in the Logo and Company Data shall belong to and vest in the Company immediately on creation and all title, interest and Intellectual Property Rights in the Producer Data shall belong to and vest in the Producer immediately on creation. 9.3 The Company hereby grants to the Producer a non-exclusive, perpetual, irrevocable, royalty- free licence (with the right to grant sub-licences) to use, copy and maintain, for the duration of this Agreement, the Logo in the United Kingdom and to the extent necessary for the purpose of enabling the Producer to receive and obtain the benefit of the Functions and Obligations. The Producer's use of the Logo must comply with the brand rules published by the Company from time to time. 9.4 The Producer hereby grants to the Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free licence (with the right to grant sub-licences) to use, copy and maintain the Producer Data: (a) for the purpose of acting as the Producer's appointed ▇▇▇▇▇▇ Administrator and complying with the Regulations; and/or (b) in relation to the proper performance and/or operation of the Scheme. For the avoidance of doubt, the Company shall be entitled to aggregate the Producer Data with other data and to use such aggregated data as the Company sees fit, provided that the Producer is not individually discernible from such aggregated data (any such aggregated data being Company Data). 9.5 In relation to its collection, processing and use of Company Data and/or Producer Data pursuant to this Agreement, each of the parties acknowledges and agrees: (a) to make all necessary registrations that it is required to make pursuant to the Data Protection Laws; (b) to not process personal data without having a legal basis under the Data Protection Laws to carry out such processing; (c) where required, to ensure appropriate consents have been obtained from data subjects to process their personal data in compliance with the Data Protection Laws; (d) to only collect personal data for specified, explicit and legitimate purposes in accordance with Data Protection Laws and to not further process such personal data in a manner inconsistent with those purposes; (e) to ensure that personal data that it has processed is accurate a...
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Intellectual Property Rights & Data. 9.1. Customer acknowledges that all intellectual property rights relating to Products and Services, in particular all know- how, patent rights, design rights, copyrights and related rights, database rights, trademark rights and chip rights, relating to Products or Services and/or the underlying technology and processes for the development, manufacturing or provision of Products and Services (collectively "Intellectual Property Rights"), shall at all times remain the property of Cavotec and/or, as the case may be, of Cavotec's affiliates, and that Customer does not acquire any right, title or interest in such rights by virtue of purchasing Products or Services from Cavotec. 9.2. Cavotec's Intellectual Property Rights extend to data generated in connection with the use of Products, which are made available to Cavotec ("Data"). Customer acknowledges and agrees that Cavotec will collect, process, analyze and use such Data for internal purposes, in particular for further developing and improving Cavotec's Products and Services. Limitations to this principle, or specific arrangements concerning Data generated by Customer may from time to time be agreed in the Order or in Change Orders. 9.3. In the event that Customer should become aware that Cavotec's Intellectual Property Rights may have been infringed by third parties, or that an infringement is imminent, it shall inform Cavotec thereof as quickly as possible and shall assist Cavotec in taking appropriate measures. 9.4. Customer shall notify Cavotec promptly if it should receive notice of any demand, claim, suit or proceeding alleging that Products or Services of Cavotec infringe any intellectual property rights of a third party.
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Intellectual Property Rights & Data 
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Related to Intellectual Property Rights & Data

  • 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 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 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.

  • Third Party Intellectual Property Rights 10.7.1 Each Party shall give prompt written notice to the other of any intellectual property rights of any third party which could reasonably be considered as constituting impediment on the use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event the Parties shall agree on the strategy and procedural steps to be taken in respect of opposing and/or settling such potential impediment. 10.7.2 Each Party shall give prompt written notice to the other of claims or suits arising out of actual or alleged Infringement of Patent Rights, Know-How or other intellectual property owned by a third party, as a result of any use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event Licensee, subject to the provisions of Section 10.7.3, shall have the right to contest or defend such claim or suit on behalf of itself and on behalf of Ipsen. If Licensee elects to contest or defend such claim or suit, Licensee shall notify Ipsen of such election, and shall keep Ipsen fully informed of any development in such claim or suit, including by transmitting copies of all documents in such claim or suit. If Licensee contests or defends a claim or suit pursuant to this Section 10.7.2 and Ipsen has not elected to contest or defend such claim or suit subject to, and in accordance with, the provisions of Section 10.7.3, then (a) Licensee shall control the defense of such claim or suit, (b) Ipsen shall provide assistance in the defense of such claim or suit in a reasonable and timely manner upon reasonable request of Licensee and at Licensee’ sole cost and expense; and (c) Licensee shall have the right to compromise or settle such claim or suit; provided, however, that, if such claim or suit was originally made or filed against Ipsen or any of its Affiliates or pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Know-How, any such compromise or settlement by Licensee of such claim or suit shall be subject to ▇▇▇▇▇’▇ prior written approval, which shall not be unreasonably withheld or delayed. Notwithstanding Licensee’s control of the defense of any claim or proceeding pursuant to this Section 10.7.2, Ipsen shall have the right to participate in such defense using counsel of its own choice and at its own expense, provided that such claim or proceeding was originally made or filed against Ipsen or any of its Affiliates or pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Inventions. 10.7.3 If, within [ ]* after Licensee receives written notice of any such claim or suit, Licensee elects not to contest or defend, or fails to notify Ipsen of its intent to contest to or defend, such claim or suit, then Ipsen shall have the right to contest or defend such claim or suit on behalf of itself and Licensee and shall keep Licensee fully informed of any development in such claim or suit, including by transmitting copies of all documents submitted in such claim or suit. Notwithstanding any of the foregoing provisions of this Section 10.7.3 to the contrary, ▇▇▇▇▇’▇ right under this Section 10.7.3 to contest or defend such claim or suit shall apply only if either (i) such claim or suit was originally made or brought against Ipsen or any of its Affiliates or (ii) such claim or suit pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Inventions. If Ipsen contests or defends a claim or suit pursuant to this Section 10.7.3, then (a) Ipsen shall control the defense of such claim or suit, (b) Licensee shall provide assistance in the defense of such claim or suit in a reasonable and timely manner upon reasonable request of Ipsen and at ▇▇▇▇▇’▇ sole cost and expense and (c) Ipsen shall have the right to compromise or settle such claim or suit; provided, however, that such compromise or settlement shall be subject to Licensee’s prior written approval, which shall not be unreasonably withheld or delayed. Notwithstanding ▇▇▇▇▇’▇ control of the defense of any such claim or proceeding, Licensee shall have the right to participate in such defense using counsel of its own choice and at its own expense. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 10.7.4 The defending Party shall bear its own costs and expenses (including, without limitation, attorneys fees and court costs) in connection with the defense of any claim or suit pursuant to Section 10.7.2 or Section 10.7.3, and the defending Party shall also bear the costs and expenses of the other Party if and to the extent that such costs and expenses were incurred by such other Party in connection with reasonable assistance provided by such other Party in connection with such defense at the request of the defending Party. 10.7.5 In the event that, in connection with the defense of any claim or suit pursuant to this Section 10.7 or any settlement thereof, the defending Party shall receive damages, costs or other amounts, such damages, costs or other amounts shall be treated in the manner contemplated under Section 10.6 as if they had been received by the defending Party in connection with any action or proceeding initiated and pursued by the defending Party pursuant to Section 10.6 above. 10.7.6 The provisions of this Section 10.7 and the respective rights and obligations of the Parties under this Section 10.7 shall be without prejudice to any of the provisions of Article 15 or any of the respective rights and obligations of the Parties under Article 15.

  • Infringement of Intellectual Property Rights Seller (or its supplier) shall indemnify and hold Purchaser harmless against an award of damages and costs against Purchaser by a final judgment of a court of last resort in the country in which the Equipment is originally installed by Seller resulting from actual or alleged patent infringement relating in any way to use or sale of the Equipment, or any component thereof furnished hereunder, provided that Purchaser (i) gives Seller immediate notice in writing of any suit or claim for infringement against Purchaser, (ii) permits Seller (or its supplier) to control the defense of any suit or claim, and (iii) gives Seller (or its supplier) all available information, assistance, and authority to enable Seller (or its supplier) to assume such defense. Seller (or its supplier) shall diligently defend and prosecute all such patent infringement litigation and shall keep Purchaser fully informed of all developments in the defense or adjustments of any such claim or action. If a final injunction or judgment in any patent infringement action is rendered restraining Purchaser’s use of the Equipment, or of any component thereof, Seller shall, at its option and expense, either (i) procure for Purchaser the right to use the Equipment, or (ii) replace or modify the infringing component so that it no longer infringes, or (iii) repurchase the Equipment upon its return to Seller, less reasonable depreciation of 2% per month from date of installation, for use, damage, or obsolescence. Seller shall have no liability whatsoever to Purchaser if any such patent infringement or claim thereof is based upon or arises from (i) the use of any Equipment in combination with an apparatus or device not manufactured or supplied by Seller and such combination cause the infringement, (ii) the use of any Equipment in a manner for which it was neither designed nor contemplated, or (iii) any modification of any Equipment by Purchaser, or by Seller at Purchaser’s request, or by any third party, which causes the Equipment to become infringing.