Ownership and Assignment of Rights. 10.1 Company acknowledges that except as otherwise provided herein, it shall have no right, title or interest in or to the Provider Technology. 10.2 The Works and all rights therein (including title to the physical objects), of whatever nature, including, without limitation, any patent, trade secret, trademark or service mark ▇▇▇hts (and any goodwill appurtenant thereto), any rights of publicity, and any right, title 10.3 Subject to paragraph 12.1.12 of this Agreement, Provider agrees to obtain and furnish to Company all appropriate assignments, licenses, waivers and releases from all persons who created or furnished the Licensed Materials or who otherwise might claim any rights in the Licensed Materials, which assignments, licenses, waivers and releases shall assign and transfer to Company all rights that such persons may have, of whatever nature (and in no event less than the equivalent rights granted by Provider to Company in paragraph 10.2 above), in and to such Licensed Materials, or Provider otherwise shall have secured from each person a paid up, royalty-free nonexclusive right and license granting to Company irrevocably and unconditionally and in perpetuity the right throughout the universe to copy, distribute, transmit, display, perform, create derivative works, and otherwise use and exploit the Licensed Materials in whole or in part, including, without limitation, the right to add to, subtract from, arrange, rearrange, revise, modify, change and adapt the Licensed Materials and any part or element thereof, and the right to permit others to do any of the foregoing, in connection with Company's Web Pages and TM Web Site and any modification, upgrade or version thereof, and their use on any server, and any promotion, advertising or marketing relating thereto. 10.4 Provider agrees that the Marks and any goodwill appurtenant thereto shall be owned exclusively by Company and shall inure solely to the benefit of Company. Nothing in this Agreement shall give Provider any right, title or interest in the Marks, and Provider will not at any time challenge or take any action inconsistent with Company's ownership of the Marks or any registration thereof anywhere in the world. 10.5 Company shall have the right, in its sole discretion, to prosecute and control any dispute or litigation involving any claims that a third party has infringed any of the Works or 10.6 Each party agrees that, upon the other party's request and expense, that it will promptly execute, acknowledge, and deliver to such other party or its designee such documents as such other party may deem necessary to evidence, record, or effectuate any of such other party's rights or registrations or any of the agreements, assignments, licenses, releases and waivers hereunder. 10.7 Neither party shall dispute or impugn the validity or enforceability of, or the other party's right to use and control the use of, any of the other party's Proprietary Rights, nor shall either party act or permit action in any way that would impair the rights of the other party in and to such Proprietary Rights. 10.8 Neither party shall apply for registration of any of the other party's Proprietary Rights or of any mark ▇▇▇fusingly similar thereto. Should a party elect to apply for registration of one or more of its Proprietary Rights, and, in such event, the other party will assist and cooperate with the applying party's application in connection therewith.
Appears in 1 contract
Sources: Development and Services Agreement (Ticketmaster Group Inc)
Ownership and Assignment of Rights. 10.1 Company acknowledges that except as otherwise provided herein, it shall have no right, title or interest in or to the Provider Technology.
10.2 The Works and all rights therein (including title to the physical objects), of whatever nature, including, without limitation, any patent, trade secret, trademark or service mark ▇▇▇hts ▇ rights (and any goodwill appurtenant thereto), any rights of publicity, and any right, titletitle and interest in any copyright and any right that may affix under any copyright law now or hereinafter in force and effect in the United States or in any other country or countries, shall be owned by Company immediately from inception subject to the license granted in Section 11.1 and shall constitute works specially ordered or commissioned as works made for hire under the United States Copyright Act. Without limiting any of the foregoing, Provider hereby assigns and transfers to Company all rights that Provider may have, of whatever nature, including, without limitation, any patent, trade secret, trademark or service ▇▇▇▇ rights (and any goodwill appurtenant thereto), any rights of publicity, and any right, title and interest in any copyright and any right that may affix under any copyright law now or hereinafter in force and effect in the United States or in any other country or countries, in and to the Works, together with ownership of all physical copies thereof, without condition, limitation, or reservation. Company may add to, subtract from, arrange, rearrange, revise, modify, change, and adapt the Works and any part or element thereof in its sole and absolute discretion and Provider hereby irrevocably waives all of its rights under the United States Copyright Act, including any rights provided in 17 U.S.C. Section 106, for any and all purposes for which the Works may be used, and any rights of attribution and integrity conferred by 17 U.S.C. Section 106A or any other "moral rights of authors" with respect to the Works and any uses thereof to the full extent now or hereafter permitted by the laws of the United States or the laws of any other country or countries for any and all purposes for which the Works may be used. Notwithstanding the foregoing, Company acknowledges that Provider may incorporate the Provider Technology in the Works and Company's ownership of the Works shall not abrogate Provider's interest in such Provider Technology.
10.3 Subject to paragraph 12.1.12 of this Agreement, Provider agrees to obtain and furnish to Company all appropriate assignments, licenses, waivers and releases from all persons who created or furnished the Licensed Materials or who otherwise might claim any rights in the Licensed Materials, which assignments, licenses, waivers and releases shall assign and transfer to Company all rights that such persons may have, of whatever nature (and in no event less than the equivalent rights granted by Provider to Company in paragraph 10.2 above), in and to such Licensed Materials, or Provider otherwise shall have secured from each person a paid up, royalty-free nonexclusive right and license granting to Company irrevocably and unconditionally and in perpetuity the right throughout the universe to copy, distribute, transmit, display, perform, create derivative works, and otherwise use and exploit the Licensed Materials in whole or in part, including, without limitation, the right to add to, subtract from, arrange, rearrange, revise, modify, change and adapt the Licensed Materials and any part or element thereof, and the right to permit others to do any of the foregoing, in connection with Company's Web Pages and TM Web Site and any modification, upgrade or version thereof, and their use on any server, and any promotion, advertising or marketing relating thereto.
10.4 Provider agrees that the Marks and any goodwill appurtenant thereto shall be owned exclusively by Company and shall inure solely to the benefit of Company. Nothing in this Agreement shall give Provider any right, title or interest in the Marks, and Provider will not at any time challenge or take any action inconsistent with Company's ownership of the Marks or any registration thereof anywhere in the world.
10.5 Company shall have the right, in its sole discretion, to prosecute and control any dispute or litigation involving any claims that a third party has infringed any of the Works oror the Marks. Provider shall have the right, in its sole discretion, to prosecute and control any dispute or litigation involving any claims that a third party has infringed any of the Provider Technology, expect to the extent that any such claim affects Company's rights in, or to the use of, the Provider Technology, the Licensed Software and/or the TM Web Site.
10.6 Each party agrees that, upon the other party's request and expense, that it will promptly execute, acknowledge, and deliver to such other party or its designee such documents as such other party may deem necessary to evidence, record, or effectuate any of such other party's rights or registrations or any of the agreements, assignments, licenses, releases and waivers hereunder.
10.7 Neither party shall dispute or impugn the validity or enforceability of, or the other party's right to use and control the use of, any of the other party's Proprietary Rights, nor shall either party act or permit action in any way that would impair the rights of the other party in and to such Proprietary Rights.
10.8 Neither party shall apply for registration of any of the other party's Proprietary Rights or of any mark ▇▇▇fusingly ▇ confusingly similar thereto. Should a party elect to apply for registration of one or more of its Proprietary Rights, and, in such event, the other party will assist and cooperate with the applying party's application in connection therewith.
Appears in 1 contract
Sources: Development and Services Agreement (Ticketmaster Online Citysearch Inc)
Ownership and Assignment of Rights. 10.1 Company acknowledges that except as otherwise provided herein, it shall have no right, title or interest in or to the Provider Technology.
10.2 The Works and all rights therein (including title to the physical objects), of whatever nature, including, without limitation, any patent, trade secret, trademark or service mark ▇▇▇hts ▇ rights (and any goodwill appurtenant thereto), any rights of publicity, and any right, titletitle and interest in any copyright and any right that may affix under any copyright law now or hereinafter in force and effect in the United States or in any other country or countries, shall be owned by Company immediately from inception subject to the license granted in Section 11.1 and shall constitute works specially ordered or commissioned as works made for hire under the United States Copyright Act. Without limiting any of the foregoing, Provider hereby assigns and transfers to Company all rights that Provider may have, of whatever nature, including, without limitation, any patent, trade secret, trademark or service ▇▇▇▇ rights (and any goodwill appurtenant thereto), any rights of publicity, and any right, title and interest in any copyright and any right that may affix under any copyright law now or hereinafter in force and effect in the United States or in any other country or countries, in and to the Works, together with ownership of all physical copies thereof, without condition, limitation, or reservation. Company may add to, subtract from, arrange, rearrange, revise, modify, change, and adapt the Works and any part or element thereof in its sole and absolute discretion and Provider hereby irrevocably waives all of its rights under the United States Copyright Act, including any rights provided in 17 U.S.C. § 106, for any and all purposes for which the Works may be used, and any rights of attribution and integrity conferred by 17 U.S.C. § 106A or any other "moral rights of authors" with respect to the Works and any uses thereof to the full extent now or hereafter permitted by the laws of the United States or the laws of any other country or countries for any and all purposes for which the Works may be used. Notwithstanding the foregoing, Company acknowledges that Provider may incorporate the Provider Technology in the Works and Company's ownership of the Works shall not abrogate Provider's interest in such Provider Technology.
10.3 Subject to paragraph 12.1.12 of this Agreement, Provider agrees to obtain and furnish to Company all appropriate assignments, licenses, waivers and releases from all persons who created or furnished the Licensed Materials or who otherwise might claim any rights in the Licensed Materials, which assignments, licenses, waivers and releases shall assign and transfer to Company all rights that such persons may have, of whatever nature (and in no event less than the equivalent rights granted by Provider to Company in paragraph 10.2 above), in and to such Licensed Materials, or Provider otherwise shall have secured from each person a paid up, royalty-free nonexclusive right and license granting to Company irrevocably and unconditionally and in perpetuity the right throughout the universe to copy, distribute, transmit, display, perform, create derivative works, and otherwise use and exploit the Licensed Materials in whole or in part, including, without limitation, the right to add to, subtract from, arrange, rearrange, revise, modify, change and adapt the Licensed Materials and any part or element thereof, and the right to permit others to do any of the foregoing, in connection with Company's Web Pages and TM Web Site and any modification, upgrade or version thereof, and their use on any server, and any promotion, advertising or marketing relating thereto.
10.4 Provider agrees that the Marks and any goodwill appurtenant thereto shall be owned exclusively by Company and shall inure solely to the benefit of Company. Nothing in this Agreement shall give Provider any right, title or interest in the Marks, and Provider will not at any time challenge or take any action inconsistent with Company's ownership of the Marks or any registration thereof anywhere in the world.
10.5 Company shall have the right, in its sole discretion, to prosecute and control any dispute or litigation involving any claims that a third party has infringed any of the Works oror the Marks. Provider shall have the right, in its sole discretion, to prosecute and control any dispute or litigation involving any claims that a third party has infringed any of the Provider Technology, expect to the extent that any such claim affects Company's rights in, or to the use of, the Provider Technology, the Licensed Software and/or the TM Web Site.
10.6 Each party agrees that, upon the other party's request and expense, that it will promptly execute, acknowledge, and deliver to such other party or its designee such documents as such other party may deem necessary to evidence, record, or effectuate any of such other party's rights or registrations or any of the agreements, assignments, licenses, releases and waivers hereunder.
10.7 Neither party shall dispute or impugn the validity or enforceability of, or the other party's right to use and control the use of, any of the other party's Proprietary Rights, nor shall either party act or permit action in any way that would impair the rights of the other party in and to such Proprietary Rights.
10.8 Neither party shall apply for registration of any of the other party's Proprietary Rights or of any mark ▇▇▇fusingly ▇ confusingly similar thereto. Should a party elect to apply for registration of one or more of its Proprietary Rights, and, in such event, the other party will assist and cooperate with the applying party's application in connection therewith.of
Appears in 1 contract