Intellectual Property Use and Ownership Clause Samples

The Intellectual Property Use and Ownership clause defines how intellectual property (IP) created or used during a contractual relationship is managed and who retains rights to it. Typically, this clause specifies whether IP developed by one or both parties remains with its creator, is transferred to the other party, or is jointly owned, and may outline permitted uses, such as licensing or restrictions on distribution. Its core function is to prevent disputes by clearly allocating ownership and usage rights, ensuring both parties understand their rights and obligations regarding any IP involved.
Intellectual Property Use and Ownership. Neither party shall: (i) use the other party’s name, trademarks, trade names or logos in either its own legal name or in any fictitious or assumed name without the other party’s consent; (ii) knowingly remove or alter any logo, trademark, trade name, copyright, or other proprietary notice, legend, or symbol from any of the other party’s products or documentation; or (iii) take any action, or intentionally omit to take any action that would jeopardize, limit, or interfere in any manner with the ownership of the other party’s products, websites, documentation, or intellectual property. Title to and ownership of all copies of any products, Services, software, documentation developed by or for Local Management, whether in machine-readable or printed form, and including without limitation any derivative works, compilations, or collective works thereof, and all related technical know-how, and all rights therein (including without limitation rights in patents, copyrights and trade secrets applicable thereto), are and shall remain Local Management’ exclusive property and that of Local Management’ suppliers/affiliates. Customer shall not take any action to jeopardize, limit, or interfere in any manner with the ownership and rights therein.
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Intellectual Property Use and Ownership. You acknowledge and agree that: (a) As far as the product or service refers to a software product, all uses on this Website of the terms "sell," "sale," "resell," "resale," "purchase," "price," and the like mean the purchase or sale of a license. Each software product marketed on this Website is made available solely for license, not sale, to you and other prospective customers under the terms, conditions and restrictions of the license agreement, which will be made available to you at the time of installment or download of that specific software product. (b) You will comply with all terms and conditions of the specific license agreement for any software product you obtain through this Website, including, but not limited to, all confidentiality obligations and restrictions on resale, use, reverse engineering, copying, making, modifying, improving, sublicensing, and transfer of those licensed software products. (c) You will not cause, induce or permit others' noncompliance with the terms and conditions of any of these software product license agreements. (d) We or the licensor(s) of the product or service is and will remain the sole and exclusive owner(s) of all intellectual property rights in and to each product and service made available on this Website and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, trademarks and other intellectual property rights, and, if applicable, subject only to the limited license granted under the license agreement of software products. You do not and will not have or acquire any ownership of these intellectual property rights in or to the products or services made available through this Website, or of any intellectual property rights relating to the products or services. You shall indemnify, defend and hold us harmless from any infringement of any patent, trademark or copyright arising from your use of the products and services, including but not limited to the reimbursement of costs and expenses, including attorney’s fees, incurred by us with respect to a claim of infringement.
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Intellectual Property Use and Ownership. You acknowledge and agree that we and our licensor(s) are and will remain the sole and exclusive owners of all intellectual property rights in and to each product and service made available on the Website and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, and trademarks and other PRODUCTS LLC Terms & Conditions of Sales intellectual property rights. You do not and will not have or acquire any ownership of these intellectual property rights in or to the products or services made available through the Website, or of any intellectual property rights relating to those products or services.
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Intellectual Property Use and Ownership a. You acknowledge and agree that ARA is and will remain the sole and exclusive owner of all intellectual rights in and to each product and service made available on this Website and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, and trademark. You do not and will not have or acquire any ownership of these intellectual property rights in or to the products or services made available through this Website.
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Intellectual Property Use and Ownership. Hylio’s technology and products are protected by copyright, trademark, and other state and federal laws of the United States. Hylio and its licensor(s) are and will remain the sole and exclusive owners of all intellectual property rights in and to the Equipment and Services made available under this Agreement and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, trademarks, and other intellectual property rights, subject only to the limited license granted under the product’s or service’s license agreement. Purchaser does not and will not have or acquire any ownership of the Equipment or Services made available through this Agreement, or of any intellectual property rights relating to such Equipment or Services. Hylio may use the Purchaser’s feedback, comments, or suggestions to improve Hylio’s technology and products, or Hylio's business in general, without any obligation to the Purchaser. 'Hylio' and the Hylio logo are trademarks owned by Hylio Inc. Purchasing and/or utilizing Hylio’s Equipment or Services does not grant the Purchaser any rights to use or register the name Hylio, or other trademarks, service marks, trade names, logos, domain names, or brand features associated with Hylio’s products, technology, or services. The Purchaser agrees to pay Hylio any attorneys' fees incurred by Hylio in enforcing this provision.
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Intellectual Property Use and Ownership. (a) Metalync hereby authorizes the use of the "Metalync" trade name and related intellectual property by Metalync in connection with its performance of this Agreement. (b) It is understood that Metalync will market certain agreed products and services of GMTI and its subsidiaries when marketing its own products and services Under the Metalync name. It will ensure paper invoicing and allocation of all receivables and will not directly or indirectly act to divest or impair GMTI of any of its business opportunities. Any such unanticipated conflicts shall be resolved through good faith negotiations between the chief executive officers of GMTI and Metalync. (c) The use by Metalync of any trademark, service ▇▇▇▇ or trade name of GMTI in connection with the performance of this Agreement will in no way create an obligation by Metalync to allow the use of, or a right of GMTI to use, the "Metalync" trade name or related intellectual property by GMTI. Any services provided by Metalync hereunder using the "Metalync" trade name or related intellectual property shall not be construed in any manner as authorizing or constituting the conduct of business by GMTI under such name. (d) GMTI acknowledges that Metalync retains title to and ownership of and all rights with respect to the "Metalync" trade name and related intellectual property. (e) Metalync will retain all right, title and interest in and to all of its trademarks, service marks and trade names worldwide.
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Intellectual Property Use and Ownership. You acknowledge and agree that LSC creates and provides specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, and trademarks and other intellectual property rights associated with the products sold (“Intellectual Property”). You represent and warrant that you will not distribute the Intellectual Property to any third party and such Intellectual Property will be kept secure whether in print or electronically and will be returned or destroyed once you no longer have an active use for the Intellectual Property. LSC will remain the sole and exclusive owner of Intellectual Property. You do not and will not have or acquire any ownership of the Intellectual Property.
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Intellectual Property Use and Ownership. You acknowledge and agree that: (a) We, and where applicable our licensors, are and will remain the sole and exclusive owners of all intellectual property rights in and to each Products and Services made available on this Platform and any related product designs, specifications, logs instructions, documentation, or other materials (including Marketing Material), including, but not limited to, all related copyrights, patents, and trademarks and other intellectual property rights. (b) You are granted a non-exclusive, non-transferable, non-sublicensable right to use the Marketing Material and trademarks solely for the promotion and sale of the Products and Services, in accordance with these Terms. Except as expressly licensed herein, no other rights to any intellectual property are granted. You shall notify us of any actual or suspected infringement of our intellectual property rights of which you become aware and, upon request, reasonably assist us in related actions or proceedings at our expense. Upon termination or expiration of these Terms, all rights under this Section immediately cease, and you shall promptly return or permanently destroy the Marketing Material and discontinue all use of our trademarks.
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Intellectual Property Use and Ownership 
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Related to Intellectual Property Use and Ownership

  • 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 Ownership We, our affiliates and our licensors will own all right, title and interest in and to all Products. You will be and remain the owner of all rights, title and interest in and to Customer Content. Each party will own and retain all rights in its trademarks, logos and other brand elements (collectively, “Trademarks”). To the extent a party grants any rights or licenses to its Trademarks to the other party in connection with this Agreement, the other party’s use of such Trademarks will be subject to the reasonable trademark guidelines provided in writing by the party that owns the Trademarks.

  • Intellectual Property Matters A. Definitions

  • 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 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.