Owned Intellectual Property Clause Samples
The "Owned Intellectual Property" clause defines which intellectual property (IP) rights are owned by each party under an agreement. It typically clarifies that any IP created or brought into the relationship by a party before the agreement, or developed independently outside the scope of the agreement, remains the property of that party. For example, a software company’s pre-existing code or trademarks would be considered its owned IP and not transferred to the other party. This clause ensures that ownership of valuable assets is clearly established, preventing disputes over rights to inventions, works, or trademarks that predate or are unrelated to the collaboration.
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Owned Intellectual Property. Schedule 5.11 is a complete list of all patents, applications for patents, trademarks, applications to register trademarks, service marks, applications to register service marks, mask works, trade dress and copyrights for which the Borrower is the owner of record (the “Owned Intellectual Property”). Except as disclosed on Schedule 5.11, (i) the Borrower owns the Owned Intellectual Property free and clear of all restrictions (including covenants not to ▇▇▇ a third party), court orders, injunctions, decrees, writs or Liens, whether by written agreement or otherwise, (ii) no Person other than the Borrower owns or has been granted any right in the Owned Intellectual Property, (iii) all Owned Intellectual Property is valid, subsisting and enforceable and (iv) the Borrower has taken all commercially reasonable action necessary to maintain and protect the Owned Intellectual Property.
Owned Intellectual Property. Set forth below is a complete list of all patents, applications for patents, trademarks, applications to register trademarks, service marks, applications to register service marks, mask works, trade dress and copyrights for which Company is the owner of record (the “Owned Intellectual Property”). Except as set forth below, (A) Company owns the Owned Intellectual Property free and clear of all restrictions (including covenants not to ▇▇▇ any Person), court orders, injunctions, decrees, writs or Liens, whether by agreement memorialized in a Record Authenticated by Company or otherwise, (B) no Person other than Company owns or has been granted any right in the Owned Intellectual Property, (C) all Owned Intellectual Property is valid, subsisting and enforceable, and (D) Company has taken all commercially reasonable action necessary to maintain and protect the Owned Intellectual Property.
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Owned Intellectual Property. Schedule 4.16 is a complete list of all patents, applications for patents, trademarks, applications for trademarks, service marks, applications for service marks, mask works, trade dress and copyrights for which any Credit Party is the registered owner (the “Owned Intellectual Property”). Except as disclosed on Schedule 4.16, (i) a Credit Party owns the Owned Intellectual Property free and clear of all restrictions (including covenants not to ▇▇▇ a third party), court orders, injunctions, decrees, writs or liens, whether by written agreement or otherwise, (ii) no Person other than a Credit Party owns or has been granted any right in the Owned Intellectual Property, (iii) all Owned Intellectual Property is valid, subsisting and enforceable and (iv) each Credit Party has taken all commercially reasonable action necessary to maintain and protect the Owned Intellectual Property owned by it.
Owned Intellectual Property. Section 2.14(a) Owned Real Property . . . . . . . . . . . . . . . . . . . . . . . . . Section 2.19(b) Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 1.10(a) Permits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 2.05
Owned Intellectual Property. Set forth below is a complete list of all patents, applications for patents, trademarks, applications to register trademarks, service marks, applications to register service marks, mask works, trade dress and copyrights for which Company or any Subsidiary is the owner of record (the “Owned Intellectual Property”). Except as set forth below, (A) Company or such Subsidiary, as applicable, owns the Owned Intellectual Property free and clear of all restrictions (including without limitation covenants not to ▇▇▇ any Person), court orders, injunctions, decrees, writs or Liens, whether by agreement memorialized in a Record Authenticated by Company or such Subsidiary, as applicable, or otherwise, (B) no Person other than Company or such Subsidiary, as applicable, owns or has been granted any right in the Owned Intellectual Property, (C) all Owned Intellectual Property is valid, subsisting and enforceable, and (D) Company or such Subsidiary, as applicable, has taken all commercially reasonable action necessary to maintain and protect the Owned Intellectual Property.
Owned Intellectual Property. Schedule 5.11 (as updated by written notice to Bank from time to time) contains a complete list of all patents, applications for patents, trademarks, applications for trademarks, service marks, applications for service marks, mask works, trade dress and copyrights for which Borrower is the registered owner (the “Owned Intellectual Property”). Except for Immaterial Intellectual Property Rights or as disclosed on Schedule 5.11, (i) Borrower owns the Owned Intellectual Property free and clear of all restrictions (including covenants not to ▇▇▇ a third party), court orders, injunctions, decrees, writs or Liens, whether by written agreement or otherwise, (ii) no Person other than Borrower owns or has been granted any right in the Owned Intellectual Property, (iii) all Owned Intellectual Property is valid, subsisting and enforceable and (iv) Borrower has taken all commercially reasonable action necessary to maintain and protect the Owned Intellectual Property.
Owned Intellectual Property. (A) Other than the Licensed Technology and custom software developed by the Vendor’s Group and owned by the customers of the Vendor Group set out in Section (t)(i)(A) of the Disclosure Letter (“Custom Work”), the Vendor Group owns all right, title and interest in and to the Software and the Intellectual Property created, developed, or acquired by or for the Vendor Group that is necessary for operation of the Purchased Business as presently conducted by the Vendor Group. For certainty, (i) there is no Custom Work included in the Software or Intellectual Property licensed by the Vendor Group to any customer other than the applicable customer for whom such Custom Work was developed; and (ii) none of the Custom Work is necessary for the operation of the Purchased Business as presently conducted by the Vendor Group other than in respect of servicing the applicable customer for whom each Custom Work was developed.
(B) All applications, registrations, filings, renewals, and payments necessary to preserve the rights of the Vendor Group in and to the Software and the Intellectual Property have been duly filed, made, prosecuted, maintained, are in good standing and are recorded in the name of the Vendor Group.
(C) Other than the Licensed Technology, the Vendor Group is the sole and exclusive owner of, with all right, title and interest in and to (free and clear of any Liens, other than Permitted Liens) the Software and the Intellectual Property, and, save and except for any rights conferred by the Vendor Group upon its licensees pursuant to applicable Contracts, the Vendor Group has sole and exclusive rights (and is not contractually obligated to pay any compensation, royalty or fee to any third party in respect thereof, other than with respect to the Licensed Technology) to the use thereof or the material covered thereby in connection with the Purchased Business in respect of which the Software and the Intellectual Property is being used.
(D) The Intellectual Property is in full force and effect and has not been used or enforced, or failed to be used or enforced, in a manner that would be reasonably likely to result in its abandonment, opposition, re-examination, rejection, impeachment, cancellation, termination, lapsing, limitation, expungement or unenforceability.
(E) The Vendor Group has not transferred ownership of the Software or the Intellectual Property to any other Person other than the Custom Work. For certainty, in transferring ownership rights to each Cu...
Owned Intellectual Property. Set forth below is a complete list of all patents, applications for patents, trademarks, applications to register trademarks, service marks, applications to register service marks, mask works, trade dress and copyrights for which Company or any Subsidiary of Company is the owner of record (the “Owned Intellectual Property”). Except as set forth below, (A) Company or a Subsidiary of Company owns the Owned Intellectual Property free and clear of all restrictions (including without limitation covenants not to ▇▇▇ any Person), court orders, injunctions, decrees, writs or Liens, whether by agreement memorialized in a Record Authenticated by Company or such Subsidiary or otherwise, (B) no Person other than Company or such Subsidiary owns or has been granted any right in the Owned Intellectual Property, (C) all Owned Intellectual Property is valid, subsisting and enforceable, and (D) Company has taken all commercially reasonable action necessary to maintain and protect the Owned Intellectual Property.
Owned Intellectual Property. Section 4.24(c) of the Sellers’ Disclosure Schedule sets forth a true and complete list of all Intellectual Property owned by the Company, including, but not limited to: (i) each registration that has been issued to or otherwise owned by the Company with respect to any of its Intellectual Property, (ii) each application for registration that the Company has made or that the Company otherwise owns with respect to any of its Intellectual Property, and (iii) each outstanding material license or sublicense that the Company has granted to any Person with respect to any of its Intellectual Property. Section 4.24(c) of the Sellers’ Disclosure Schedule also sets forth a true and complete list of each item of Intellectual Property that is owned by the Company and used in connection with the Business. Each registration for Intellectual Property owned by the Company is valid and enforceable and in full force and effect. With respect to each item of Intellectual Property owned by the Company, except as set forth in such Section 4.24(c), the Company:
(i) exclusively owns all right, title, and interest in and to the item, free and clear of any Encumbrance other than a Permitted Encumbrance as specified in Section 4.24(c) of the Sellers’ Disclosure Schedule;
(ii) has not received any written or oral notice that any action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or Threatened, that challenges the legality, validity, enforceability, use, or ownership of the item, or that asserts that its rights with respect thereto are subject to claims or defenses that would impair or preclude enforcement of such rights, including misuse, laches, acquiescence, statute of limitations, abandonment and/or fraudulent registration, nor is there any basis for any such charge, complaint, claim or demand; and
(iii) has no outstanding obligations to indemnify any Person for or against any interference, infringement, misappropriation, or other conflict with respect to the item.