Owned IP Rights Sample Clauses

The Owned IP Rights clause defines which intellectual property (IP) created or used in the course of an agreement is owned by each party. Typically, it clarifies that any pre-existing IP brought into the relationship remains the property of the original owner, while new IP developed during the project may be owned by one party or jointly, depending on the agreement's terms. This clause is essential for preventing disputes over IP ownership, ensuring that each party understands their rights to use, modify, or commercialize the relevant IP after the agreement ends.
Owned IP Rights a) As of the date of this Agreement and as of Closing Date, Schedule 10.10.2a) contains a correct and complete list of all Registered IP Rights owned by companies of the Target Group which are material for the business of the Company and which shall not be transferred to Vendor Group in accordance with Clause 15.4.1 (the “Owned IP Rights”).
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Owned IP Rights. Disclosure Schedule 8.8.1 contains a complete and correct list of all IP Rights (other than know-how) owned or co-owned by any Group Company as of the Signing Date and which are necessary and used for the manufacturing of the products by the Group Companies or otherwise material for the respective business of the Group Companies (the "Owned IP Rights"). Disclosure Schedule 8.8.1 correctly states for each such Owned IP Right (if applicable) the type, applicable register, application or other identification data in the respective jurisdiction and owner or applicant. With respect to patents, utility models and design rights, Disclosure Schedule 8.8.1 also sets out the maximum remaining term of protection available.
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Owned IP Rights. EXHIBIT 7.8.1 includes (other than standard software) a correct and complete list of all patents, utility models (Gebrauchsmuster), registered designs (Geschmacksmuster), design rights, database rights, material, known trade secrets and other designations, trademarks (Marken), copyrights, trade names, business names and domain names, ▇▇▇▇ware protection rights and other intellectual property rights (gewerbliche Schutzrechte) and applications with respect to such rights (the "IP RIGHTS") (i) owned by the Company; or (ii) owned by any Seller or any Seller's Affiliates and to be transferred to the Company on, prior to or after the Closing Date pursuant to this Agreement, and correctly states for each such IP Right the type, subject matter, applicable register or other identification data (the IP Rights listed or to be listed in 8.1 are referred to herein as the "OWNED IP RIGHTS"). Except as shown in EXHIBIT 7.8.1, the Company has (with the exception of licences regarding standard software) not entered into license agreements as licensor with respect to any of the IP Rights.
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Owned IP Rights. (i) Except as set out in Schedule 3.1.22, there are no Intellectual Property Rights owned by the Company (the Intellectual Property Rights listed or to be listed in Schedule 3.1.22 are referred to herein as the “Owned IP Rights”). (ii) The Company has not entered into license agreements as licensor with respect to any of the Technology owned by the Company (“Owned Technology”) with third parties, or permitted third parties to use any of the Owned Technology on terms other than those substantially standard written payment and other terms which it offers to all third parties, a true and correct copy of which standard terms has been provided to the Buyer.
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Related to Owned IP Rights

  • 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.

  • 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 The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Proprietary Rights and Licenses 7.1 Subject to the limited rights expressly granted under this Agreement, we and our licensors reserve all of right, title and interest in and to the Sage Services and Content, including all related intellectual property rights. No rights are granted to you other than as expressly set out in this Agreement. 7.2 We grant to you a worldwide, limited-term license to use Content acquired by you pursuant to Order Forms, subject to those Order Forms, this Agreement and the Collateral. 7.3 You grant us and our Affiliates a worldwide, limited- term license to host, copy, transmit and display Customer Data, and any Non-Sage Applications and program code created by or for you using a Sage Service, as necessary for us to provide the Sage Services in accordance with this Agreement. Subject to the limited licenses granted within this Agreement, we acquire no right, title or interest under this Agreement in or to Customer Data or any Non-Sage Application. 7.4 You grant to us and our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Sage Services any suggestion, enhancement request, recommendation, correction or other feedback provided by you or users relating to the operation of the Sage Services. 7.5 You grant to us a non-exclusive non-transferable right to use your name and logo in our marketing or promotional material during the term of this Agreement for the purpose of identifying you as a customer.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29