Proprietary and Intellectual Property Rights Clause Samples
The Proprietary and Intellectual Property Rights clause defines the ownership and usage rights of intellectual property created or used during the course of an agreement. It typically specifies whether inventions, software, designs, or other creative works developed under the contract belong to the client, the service provider, or are jointly owned, and may outline any licensing terms or restrictions on use. This clause is essential for clarifying who holds the rights to valuable assets and for preventing future disputes over ownership or unauthorized use of intellectual property.
Proprietary and Intellectual Property Rights. 8.1. M-Net acknowledges that all proprietary and intellectual property rights (specifically including MultiChoice's confidential Subscriber data base) arising from the conduct by MultiChoice of its business shall, as between M-Net and MultiChoice vest exclusively in MultiChoice.
8.2. M-Net shall, with MultiChoice's prior written consent, which consent MultiChoice shall not be entitled unreasonably to withhold or delay, be furnished by MultiChoice with the identities and addresses of all Subscribers for the sole purpose of conducting market research and/or relationship direct marketing during the term of this Agreement (as specified in Schedule 5 to this Agreement or as determined otherwise by agreement between the Parties); provided that, subject to clause 8.3, MultiChoice shall not otherwise be obliged to disclose to M-Net the identity and addresses of Subscribers in any circumstances whatsoever.
8.3. MultiChoice shall, as soon as its systems enable it to do so, (which MultiChoice will use all reasonable endeavours to expedite) provide M-Net within 48 hours after the last day of each 3 month period of this Agreement (i.e. on a quarterly basis) with a list of the names and addresses of all MUD Subscribers, Commercial Subscribers and the number of MUD Units and Hotel Rooms, respectively, (where applicable) within the premises operated by each MUD and Commercial Subscriber, for each country comprising the Territory. M-Net will be entitled to provide the information contemplated in this clause 8.3 to any supplier of programming to M-Net.
8.4. In each case, M-Net shall treat such identity and addresses of subscribers as confidential and shall not utilise or disclose any such names and addresses to any person for any purposes other than as set out in 8.2 above or, in the case of information supplied pursuant to 8.3, for the purposes of disclosing such information to its programme suppliers. The obligations described in this sub-clause shall be regarded as material obligations of M-Net. Upon termination of this Agreement other than by reason of default by M-Net, MultiChoice shall undertake one mailshot to all Subscribers to the Channels on behalf of M-Net, subject to MultiChoice approving the content and wording of the mailshot (such approval not to be unreasonably withheld) and M-Net shall, for the avoidance of doubt, be entitled to include in the mailshot its address and telephone number to enable Subscribers to contact M-Net.
Proprietary and Intellectual Property Rights. The copyright, trademarks, logos, slogans and service marks displayed on the Site are registered and unregistered intellectual property rights of Issuer or of respective intellectual property right owners. Nothing contained on the Site should be construed as granting, by implication, estoppels, or otherwise, any license or right to use any intellectual property displayed on the Site without the written permission of Issuer or such third party that may own the intellectual property displayed on the Site. Issuer grants the right to access the Site to the User and use the MPay Portal and MPay Wallet Services in accordance with the Terms & Conditions mentioned herein. The User acknowledges that the services including, but not limited to, text, content, photographs, video, audio and/or graphics, are either the property of, or used with permission by, Issuer and/or by the content providers and may be protected by applicable copyrights, trademarks, service marks, international treaties and/or other proprietary rights and laws of Malaysia and other countries, and the applicable terms and conditions. The User should assume that everything it views or reads on the Site (collectively referred to as "content") is copyrighted/ protected by intellectual property laws unless otherwise provided and may not be used, except as provided in the Terms & Conditions, without the prior written permission of Issuer or the relevant copyright owner. Any breach of the restrictions on use provided in these terms is expressly prohibited by law, and may result in severe civil and criminal penalties. Issuer shall be entitled to obtain equitable relief (including all damage, direct, indirect, consequential and exemplary) over and above all other remedies available to it, to protect its interests therein.
Proprietary and Intellectual Property Rights. 7.1. Customer acknowledges that the Platform and FATHOM Documentation is considered by FATHOM to be valuable trade secrets of FATHOM or third-party providers. FATHOM or its third-party providers are the sole and exclusive owner of the Platform and FATHOM Documentation, as well as any related trademarks and domain names. The Access granted by this Agreement does not give Customer any ownership interest in the Platform or FATHOM Documentation, but only the limited right to access and use the Platform and FATHOM Documentation under the terms of this Agreement.
7.2. Customer agrees that it will not remove, alter, or otherwise obscure any proprietary rights notices appearing in the Platform or FATHOM Documentation delivered to Customer under this Agreement.
7.3. The Platform or FATHOM Documentation may include certain custom modifications made by FATHOM in order to meet the Customer’s expectation. FATHOM will retain title to any custom modifications, and may, at is sole discretion and at any time, make changes, upgrades, updates, enhancements, or other modifications to the Platform or FATHOM Documentation.
7.4. Within sixty (60) days of the Effective Date, FATHOM shall arrange for a copy of the source code for the Platform to be deposited with Iron Mountain Incorporated (or other such entity agreed by the parties) and shall enter into a corresponding software escrow agreement (“Escrow Agreement”) agreed to by the parties acting in good faith. The fees charged by the escrow agent shall be an obligation of the Customer. On at least an annual basis, FATHOM shall deposit with the escrow agent updated source code for the Platform to reflect any improvements or updates.
7.5. The Escrow Agreement shall provide for the delivery of the source code for the Platform to Customer within sixty (60) days of the commencement of an event of any liquidation, dissolution, winding up, bankruptcy or similar event of FATHOM, whether voluntary or involuntary, and then only upon termination by Customer of this Agreement under Section 15.1. The Customer shall be able to use such source code solely to ensure continuity of Access as defined in Section 1.1, but shall not have any right to change the source code (except to makes changes to its configuration as it pertains to price adjustments) or gain any ownership of the intellectual property rights of the source code. For purposes of this Section 7.4, a change of control of FATHOM or a sale or transfer of its assets shall not constitute ...
Proprietary and Intellectual Property Rights. To the Company's and the Shareholders' knowledge, the Company possesses full ownership of all proprietary rights and intellectual property rights owned by or registered in the name of the Company or any of its subsidiaries or used in the business of the Company or any of its subsidiaries and is not in default in any material respect, under any agreement relating to any proprietary right or intellectual property right.
Proprietary and Intellectual Property Rights. 4.1 Subject to the limited rights expressly granted hereunder, Bonzo reserve all rights, title and interest in and to the Service, including all related intellectual property and proprietary rights. No rights are granted to You hereunder other than those as expressly set forth herein.
4.2 You have the right to access and use the Service subject to the terms of the Order Form and this Agreement.
4.3 You are responsible for protecting Your own intellectual property rights. You may only post or transmit content through the Service if you own or have permission to use that content or materials. You agree that you will not post or transmit content through the Services that violates or infringes upon Our or any third party’s intellectual property or proprietary rights (including but not limited to copyrights, trademarks, trade secrets, patents, publicity rights or privacy rights).
4.4 You grant us a worldwide, irrevocable, perpetual, non-exclusive, royalty-free license to reproduce, encode, store, copy, transmit, publish, post, broadcast, display, publicly perform, adapt, modify, create derivative works of, exhibit, and otherwise use your content and materials.
Proprietary and Intellectual Property Rights i. The Program Partner acknowledges that all proprietary and intellectual property rights in Wavpay Disbursement Services Program provided hereunder belongs to Wavpay, and where applicable, its affiliates at all times.
ii. Other than information related to the Program Partner’s Accounts, all content available in Wavpay Disbursement Services Program (including its arrangement) is the property of Wavpay or Third Parties and is protected by copyrights, trademarks, or other intellectual and proprietary rights.
iii. The Program Partner’s usage of Wavpay Disbursement Services Program does not grant the Program Partner a license or right to use the trademark, service ▇▇▇▇, copyright, patent or any other intellectual property right whether formally protected, applied for or otherwise. In addition, the Program Partner’s usage of Wavpay Disbursement Services Program does not grant the Program Partner a license or right to use any Third-Party trademark without the express written approval of the Third-Party possessing rights to such trademark.
Proprietary and Intellectual Property Rights. 7.1 All Intellectual Property Rights of either Party, known or developed by each Party prior to commencement of the Agreement, and any collaboration developed in connection with the Agreement, is, and shall remain at all times property exclusively owned by such Party, and unless specifically agreed herein, nothing in this Agreement shall operate to assign or license any right, title or interests in such prior Intellectual Property Rights to the other Party.
7.2 Neither Party shall, directly or indirectly, reverse compile, reverse engineer, decompose, re-engineer, disassemble, copy, modify, attempt to discover the source code of, bypass, alter, or tamper with any security or lockout features of, create derivative works of, adapt or otherwise make any changes to or allow changes to be made to the other Party’s technology, or any part or component thereof, or otherwise create, attempt to create, or knowingly permit or assist others to do the same.
7.3 In carrying out its respective obligations regarding the contemplated collaborations, neither Party shall use any third-party proprietary materials nor cause the breach of any third-party proprietary rights.
Proprietary and Intellectual Property Rights. 8.1 M-Net acknowledges that all proprietary and intellectual property rights arising from the conduct by MultiChoice of its business shall, as between M-Net and MultiChoice vest exclusively in MultiChoice.
8.2 MultiChoice shall not at any time be obligated to disclose to M-Net the identity or addresses of subscribers except at the special written request of M-Net for the sole purpose of conducting market research as specified in Appendix 4 or otherwise by agreement between the parties.
8.3 In each case, M-Net shall treat such identity and addresses of subscribers as confidential and shall not utilise or disclose any such names and addresses to any person for any purpose other than as set forth in 8.2 above. The obligations described in the sub-clause shall be regarded as material obligations of M-Net.
Proprietary and Intellectual Property Rights. All proprietary and intellectual property rights in relation to the Game and Services is the property of PLAION or its licensors. The product is protected by national and international laws, copyright treaties and agreements and other laws. Any reproduction or reproduction of these Materials without the prior approval of PLAION is prohibited. Except as expressly provided in this ▇▇▇▇, all rights are expressly reserved by PLAION.
Proprietary and Intellectual Property Rights. 4.1. Shadow and its third-party providers retain title to and ownership of the Licensed Software, respectively, and the accompanying Documentation, including all copies in whatever form, whether supplied by them or made by Licensee. Licensee acknowledges that the Licensed Software belongs and is proprietary to Shadow or its third-party providers, as applicable, and shall at all times remain their property. The user license granted by this Agreement does not give Licensee any ownership interest in the Licensed Software, but only the right to use the Licensed Software under the specified terms.
4.2. Licensee shall treat the Licensed Software and Documentation as confidential information and shall not publish, disclose or release them in whole or in part, other than as permitted in Section 12 of this Agreement. Licensee shall alert its agents and outside contractors to Licensee's confidentiality obligations, and shall take all reasonable precautions to maintain the confidentiality of the Licensed Software and Documentation, exercising at least the same degree of care which Licensee employs with respect to Licensee's own confidential information. Licensee shall not remove any copyright, patent, trademark or other notices or proprietary legends from any Licensed Software or Documentation, and any copies made by Licensee as permitted by this Agreement shall include such notices and legends.
4.3. The Licensed Software may include certain custom modifications made by Shadow to Licensee's specifications. Unless otherwise specified in the License Schedule or a License Schedule Supplement, Shadow shall retain title to such custom modifications.
4.4. If at any time Licensee or Licensee's agent makes any User Modifications to the Licensed Software, Licensee shall acquire all right, title and interest in such User Modifications. Licensee shall grant to Shadow and Shadow shall have a perpetual, nonexclusive, royalty-free license in all such User Modifications. Shadow shall not publish, sublicense, disclose or transfer them to anyone else unless authorized in writing by Licensee. Licensee may request in writing that Shadow make an Exclusive Modification (as defined in Section 13.3). The written request shall include specifications which shall be Licensee confidential information subject to the terms of Section 12. Shadow shall within five (5) business days, accept or reject the request in writing. Upon acceptance of such request and completion of the Exclusive Modificatio...