Licensing Arrangements Clause Samples

Licensing Arrangements. The Provider declares that the Software is a work within the meaning of Section 2(2) of the CA, to which the Provider exercises proprietary copyrights. For the duration of the Licensing Period, the Provider grants the User the right to use the Software, subject to the following conditions and to the following (exclusive) extent: User is authorized to install or use the Software on End devices of End Users; End Users are entitled to use all the functions of the Software, depending on its variant, exclusively for the purpose of performing their work duties in relation to the User; the licence is worldwide; the licence is granted for the Licensing Period as non-exclusive and the User is not obliged to use the licence (the right of use as defined in this Article hereinafter referred to as the "Licence"). The user is entitled to use 1 Licence for number of substocks (substock is a group of fish from one stock, which are bred in one tank) as specified in the order
. The number of substocks shall be determined by the highest number of substocks used by the User during the relevant Licencing period of this Agreement. A reduction/ non-utilization on the User’s side of the number of substocks shall not entitle the User to a refund of either the Licence Fee or the Service Fee. In the event that the User needs a greater number of substocks than originally anticipated, the Parties shall conclude an amendment to this Agreement to increase the number of licensed substocks; the billing provisions of this Agreement shall apply similarly.
Without the prior written consent of the Provider, the User is not entitled to grant the Licence or any part thereof for use, transfer or assignment to a third party, in whole or in part, even in the case of transfer of the User's plant or any part thereof. The Licence shall not be transferred to the User's successor in title without the prior written consent of the Provider. The Parties have agreed on a Free trial period.

Licensing Arrangements. Schedule 3.1.18(d) sets forth all agreements, arrangements or laws (i) pursuant to which Seller has licensed Intellectual Property Assets to, or the use of Intellectual Property Assets is otherwise permitted (through non-assertion, settlement or similar agreements or otherwise) by, any other Person and (ii) pursuant to which Seller has had Intellectual Property licensed to it, or has otherwise been permitted to use Intellectual Property (through non-assertion, settlement or similar agreements or otherwise). All of the agreements or arrangements set forth on Schedule 3.1.18(d) (x) are in full force and effect in accordance with their terms and no default exists thereunder by Seller, or to the Knowledge of Seller after due inquiry, by any other party thereto, (y) are free and clear of all Liens, and (z) do not contain any change in control or other terms or conditions that will become applicable or inapplicable as a result of the consummation of the transactions contemplated by this Agreement. Seller has delivered to the Buyer true and complete copies of all licenses and arrangements (including amendments) set forth on Schedule 3.1.18(d). All royalties, license fees, charges and other amounts payable by, on behalf of, to, or for the account of, Seller in respect of any Intellectual Property are disclosed in the Unaudited Financial Statements. CONFIDENTIAL (11.10.06) Page 11 of 34 BUYER: ___ SELLER: ___

Licensing Arrangements. The licensing arrangements between Big Stuff, Inc. and Company relating to the colorizing of yellow pages and the reselling of world wide web sites shall have been documented on terms satisfactory to Purchaser.

Licensing Arrangements. Seller is not a party to any agreement, document, arrangement or understanding pursuant to which Seller has licensed or granted to any Person any right or interest in, to or under any of the Intellectual Property. Seller is not obligated or under any Liability whatsoever to make any payment, by way of fees, royalties or otherwise, to any owner or licensor of, or other claimant to, any of the Intellectual Property.

Licensing Arrangements. Section 3.16(c) of the Seller Disclosure Schedule sets forth all agreements or arrangements (i) pursuant to which Acuitrek has licensed Intellectual Property to, or the use of Intellectual Property is otherwise permitted (through non- assertion, settlement or similar agreements or otherwise) by, any other Person and (ii) pursuant to which Acuitrek has had Proprietary Rights licensed to it, or has otherwise been permitted to use Proprietary Rights (through non-assertion, settlement or similar agreements or otherwise) (collectively, the “License Agreements”). Except as set forth in Section 3.16(c) of the Seller Disclosure Schedule, all of the License Agreements or arrangements set forth on Section 3.16(c) of the Seller Disclosure Schedule are in full force and effect in accordance with their terms and no default exists thereunder by Acuitrek, or to the knowledge of the Sellers, by any other party thereto, (y) are free and clear of all Liens (other than Permitted Liens), and (z) do not contain any change in control or other terms or conditions that will become applicable or inapplicable as a result of the consummation of the transactions contemplated by this Agreement. The consummation of the transactions contemplated by this Agreement will neither violate nor result in the breach, modification, cancellation, termination or suspension of such License Agreements. Acuitrek has delivered to the Purchaser true and complete copies of all License Agreements (including amendments) set forth on Section 3.16(c) of the Seller Disclosure Schedule. Except as set forth in Section 3.16(c) of the Seller Disclosure Schedule, all royalties, license fees, charges and other amounts payable by, on behalf of, to, or for the account of, Acuitrek in respect of any Intellectual Property are described in the Financial Statements. No source code has been provided to any licensee under any License Agreement other than to SDRMA (as hereinafter defined). To the Sellers’ knowledge, no licensee under any License Agreement has made any improvements to any Acuitrek Intellectual Property licensed thereunder. Neither Acuitrek nor any Seller has entered into any escrow agreement with respect to any license of Acuitrek Intellectual Property.

Licensing Arrangements. Schedule ---------------------- -------- 5.

Licensing Arrangements. Loan Party trademarks are being non-exclusively licensed on a regular basis pursuant to the franchise agreements.

Licensing Arrangements. From and after the Closing Date, Seller shall license to Buyer the Acquired Software. Such 91 license shall be a royalty free license in the form attached hereto as Exhibit D.

Licensing Arrangements. Schedule 3.1.18(c) sets forth a true, complete and correct list of all agreements pursuant to which any Licensed Intellectual Property is licensed to Weatherf▇▇▇ ▇▇ ▇▇▇ Asset Seller or a Target Company. Except as set forth in Schedule 3.1.18(c), neither Weatherford nor any Asset Seller or a Target Company has licensed any Intellectual Property Assets to any Person. All of the agreements and arrangements set forth on Schedule 3.1.18(c) (x) are in full force and effect in accordance with their terms and no default exists thereunder by Weatherf▇▇▇ ▇▇ ▇▇▇ Asset Seller or a Target Company, or to the knowledge of Weatherford, by any other party thereto and (y) do not contain any change in control or other terms or conditions that will become applicable or inapplicable as a result of the consummation of the transactions contemplated by this Agreement. Weatherford has delivered or made available to Acquiror true and complete copies of all licenses and arrangements (including amendments) set forth on Schedule 3.1.18(c).