Protection and Maintenance of Intellectual Property Clause Samples

The Protection and Maintenance of Intellectual Property clause establishes the parties' obligations to safeguard and uphold the validity of intellectual property (IP) rights related to the agreement. Typically, this clause requires each party to take reasonable steps to prevent unauthorized use, infringement, or disclosure of IP, and may include responsibilities such as registering patents or trademarks, renewing IP rights, or notifying the other party of potential infringements. Its core function is to ensure that valuable IP assets are preserved and protected throughout the relationship, minimizing the risk of loss or dilution of rights.
Protection and Maintenance of Intellectual Property. (i) The Corporation has taken all reasonable steps to (x) protect its rights to the Intellectual Property, and (y) to prevent the unauthorized use by any other person or entity; and (ii) The Corporation shall use all reasonable efforts to maintain, or cause to be maintained, the Intellectual Property in full force and effect through the Closing and, without limitation, has renewed or has made, and will make within any applicable renewal period ending on or prior to the Closing Date, application to renew all of the Intellectual Property subject to expiration on or prior to the Closing Date. Neither the Corporation or any of the Shareholders has granted to any other Person or entity any rights or permissions to use any of the Intellectual Property.
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Protection and Maintenance of Intellectual Property. (i) The Business Contribution Member has taken all reasonable steps to (x) protect the Business Contribution Member's rights to the Intellectual Property, and (y) to prevent the unauthorized use by any other person or entity; and (ii) The Business Contribution Member shall use all reasonable efforts to maintain, or cause to be maintained, the Intellectual Property in full force and effect through the Closing and, without limitation, has renewed or has made, and will make within any applicable renewal period ending on or prior to the Closing Date, application to renew all of the Intellectual Property subject to expiration on or prior to the Closing Date. Neither the Business Contribution Member nor any of the Shareholders has granted to any other Person or entity any rights or permissions to use any of the Intellectual Property.
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Protection and Maintenance of Intellectual Property. Each of the --------------------------------------------------- Company and the LLC (i) has taken all reasonable steps to (A) protect the Company's rights to the Intellectual Property listed in Section 2.15 of the Schedule of Exceptions and (B) prevent the unauthorized use thereof by, or the unauthorized disclosure thereof to, any other Person, and (ii) shall use all reasonable efforts to maintain, or cause to be maintained, the Intellectual Property listed in Section 2.15 of the Schedule of Exceptions in full force and effect through the Closing and, without limitation, has renewed or has made, and will make within an applicable renewal period ending on or prior to the Closing, application to renew all of such Intellectual Property subject to expiration on or prior to the Closing. Neither the Company nor the LLC nor any of the Shareholders, nor any of their respective Affiliates, has granted to any other Person any rights or permissions to use any of the Intellectual Property listed in Section 2.15 of the Schedule of Exceptions. With respect to any part of the Intellectual Property which was created by the Company or the LLC or any of their respective agents or representatives (e.g., any copyrights, know-how, trade secret, trade right or confidential or proprietary report or information of the Company or the LLC), (i) no third party has any rights (whether non- exclusive or otherwise) in such Intellectual Property and, except pursuant to reasonably prudent safeguards, no third party has received any confidential information relating to such Intellectual Property, (ii) neither the Company nor the LLC is under any contractual or other obligation to disclose to any third party any such Intellectual Property except pursuant to prudent and reasonable safeguards, and (iii) there are no known significant defects therein and such Intellectual Property substantially conforms to all documentation and materials produced by the Company or the LLC which describe such Intellectual Property.
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Protection and Maintenance of Intellectual Property. Except as set forth in Section 2.9 of the Disclosure Schedule, the Company has taken all reasonable steps to (A) protect the Company's rights to the Company Intellectual Property and (B) prevent the unauthorized use thereof by, or the unauthorized disclosure thereof to, any other person, in each case in accordance with standard industry practice. Except as set forth in Section 2.9 of the Disclosure Schedule and except in the ordinary course of business consistent with past practices, neither the Company nor any of its affiliates, has granted to any other person any rights or permissions to use any of the Company Intellectual Property. With respect to any part of the Company Intellectual Property which was created by the Company or any of its agents or representatives (E.G., any copyrights, know-how, trade secret, trade right or confidential or proprietary report or information of the Company), (A) to the knowledge of the Company, no third party has any rights (whether non-exclusive or otherwise) in such Company Intellectual Property, and, except pursuant to reasonably prudent safeguards, no third party has received any confidential information relating to such Company Intellectual Property, (B) the Company is not under any contractual or other obligation to disclose to any third party any such Company Intellectual Property except pursuant to prudent and reasonable safeguards, and (C) there are no known significant defects therein and such Company Intellectual Property substantially conforms to all documentation and materials produced by the Company which describe such Company Intellectual Property.
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Protection and Maintenance of Intellectual Property. (i) The Corporation (and, prior to the Corporation's acquisition of Deadline Express, Deadline Express) has taken all reasonable steps to (x) protect its rights to the Intellectual Property, and (y) to prevent the unauthorized use by any other person or entity; and (ii) The Corporation shall use all reasonable efforts to maintain, or cause to be maintained, the Intellectual Property in full force and effect through the Closing and, without limitation, has renewed or has made, and will make within any applicable renewal period ending on or prior to the Closing Date, application to renew all of the Intellectual Property subject to expiration on or prior to the Closing Date. Neither the Corporation (nor, prior to the Corporation's acquisition of Deadline Express, Deadline Express) nor any of the Shareholders has granted to any other Person or entity any rights or permissions to use any of the Intellectual Property.
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Protection and Maintenance of Intellectual Property. (a) Abandon, dedicate to the public, or permit to lapse, any material Obligor Intellectual Property; (b) (i) fail to take commercially reasonable action to prosecute infringements, dilutions and other violations of the Intellectual Property owned by such Obligor or its Subsidiaries including commencement of an unstayed suit, and (ii) not settle or compromise any pending or future Action with respect to such Intellectual Property; (c) license any Obligor Intellectual Property or consent to amend any current Obligor IP Agreement in a manner that materially and adversely affects the right of such Obligor to receive payments thereunder, or in any manner that would materially impair the Lien on such Intellectual Property owned by such Obligor created pursuant to the Security Documents; (d) fail to use proper marking practices in connection with its use of Patents and registered Trademarks; and (e) control the quality of goods and services offered by any licensees of its Trademarks in a manner adequate to preserve the validity of such Trademarks.
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Protection and Maintenance of Intellectual Property 
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Related to Protection and Maintenance of Intellectual Property

  • Maintenance of Intellectual Property The Company will, and will cause each of its Subsidiaries to, take all action necessary or advisable to maintain all of the Intellectual Property Rights (as defined in the Securities Purchase Agreement) of the Company and/or any of its Subsidiaries that are necessary or material to the conduct of its business in full force and effect.

  • Protection of Intellectual Property Subject to and except as permitted by the Credit Agreement, such Grantor shall use commercially reasonable efforts not to do any act or omit to do any act whereby any of the Intellectual Property that is material to the business of Grantor may lapse, expire, or become abandoned, or unenforceable, except as would not reasonably be expected to have a Material Adverse Effect.

  • Prosecution and Maintenance of Patents (a) Arbutus shall have the sole right and responsibility, in its sole discretion and at its sole cost and expense, to file, prosecute, maintain or abandon patent protection in the Territory for Arbutus Patents, post-grant review and similar proceedings. Arbutus shall notify Gritstone of all material developments and all significant actions to be taken in connection with prosecuting and maintaining the Arbutus Patents that Cover any Product and provide Gritstone with copies of all material filings or responses to be made to the patent authorities with respect to such Arbutus Patents and all other material submissions and correspondence with any patent authorities regarding such Arbutus Patents in sufficient time to allow for review and comment by Gritstone. Gritstone shall offer its comments or proposals, if any, promptly, and Arbutus shall not unreasonably reject any such comments and proposals. (b) Gritstone shall have the sole right and responsibility, in its sole discretion and at its sole cost and expense, to file, prosecute, maintain or abandon patent protection in the Territory for any Patent that is part of the Gritstone IP, or Product IP, including patent term extensions and defending opposition, re-examination, post-grant review and similar proceedings. (c) Subject to Section 6.2(d), [***], by counsel it selects to whom [***] has no reasonable objection, in consultation with [***], shall be responsible for the preparation, filing, prosecution and maintenance of the Patents Covering Joint IP in the countries selected by [***] in consultation with [***]. [***] shall provide [***] with access to all substantive documentation, filings and communications to or from the respective patent offices in the Territory with respect to the Joint Patents at reasonable times and on reasonable notice of at least [***] Business Days. [***] shall confer with and keep [***] reasonably informed regarding the status of such activities. (d) In the event that [***] desires to abandon, withdraw or otherwise discontinue the maintenance or prosecution of the Joint Patents in the Territory, [***] shall provide reasonable prior written notice to [***] of such intention (which notice shall, in any event, be given no later than [***] days prior to the next deadline for any action that may be taken with respect to such Patents with the applicable patent office) and [***] shall have the right, but not the obligation, to assume, at its expense, responsibility for the prosecution and maintenance thereof. (e) Except as provided in Section 6.2(d), all out-of-pocket costs and expenses incurred in the preparation, filing, prosecution and maintenance of any Patent that Covers Joint IP in the Territory shall be shared equally by the Parties. (f) Notwithstanding the foregoing, (i) Arbutus shall not file a patent application that includes any Gritstone IP or Gritstone Sole IP and (ii) Gritstone shall not file a patent application that includes any Arbutus Background IP, Arbutus Improvement IP or Arbutus Sole IP, in each case without the other Party’s prior written consent.

  • Prosecution and Maintenance Each party retains the sole right to protect at its sole discretion the Intellectual Property and Technology owned by such party, including, without limitation, deciding whether to file and prosecute applications to register patents, copyrights and mask work rights included in such Intellectual Property, whether to abandon prosecution of such applications, and whether to discontinue payment of any maintenance or renewal fees with respect to any patents included in such Intellectual Property.

  • Protection of Intellectual Property Rights Borrower and each of its Subsidiaries shall: (a) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to Borrower’s business; (b) promptly advise Collateral Agent in writing of material infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s prior written consent.