Provider Intellectual Property Sample Clauses

Provider Intellectual Property. Customer acknowledges that Provider has developed and uses valuable technical and non-technical information, trade secrets, know-how and the like in the Provider Materials and the provision of the Services. Customer agrees that, except for the rights specifically and expressly granted to Customer and its Affiliates under this Agreement or as otherwise agreed in writing, Intellectual Property Rights in and to the Services and the Provider Materials are and shall remain the property of Provider.

Provider Intellectual Property. Altitude™ Subscription service includes multiple elements of intellectual property owned by Provider. All of the rights to the elements listed below are retained by Provider during the duration of this contract and are removed from INF CBA and CUSTOMER CBA upon termination of Altitude™ Subscription services. Customer has no rights to any of the following intellectual property items which include, but are not limited to: • Altitude™ Base Platform − Architectural design of Altitude™ Base Platform including, but not limited to, data flows, networking designs, end-user architecture, etc. − Automation to deploy Altitude™ elements (CloudFormation templates, Terraform scripts, etc.) − Automation to manage Altitude™ elements (tools, dashboards, support workflows, automated on-boarding/off- boarding elements, automated AMI creation pipeline, etc.) − Active Directory deployment, configurations, schema, and Group Policy Objects − Configuration management deployment, settings, configuration files, state files, etc. (SaltStack state files, Ansible playbooks, etc.) − Logging/Auditing elements including, but not limited to, SQS configurations, CloudTrail deployment and configuration code CloudWatch deployment and configuration code, CloudWatch configurations, NiFi deployment code, NiFi processor configurations, Kibana deployment code, Kibana dashboard configurations, Splunk deployment code, Splunk dashboard configurations, etc. − Configurations of security tools (such as ACAS, McAfee ePO, Zeek, etc.) and any automation in the distribution of security findings, alerting mechanisms, or remediation elements − Networking deployment and configuration, including but not limited to, Palo Alto firewall deployment and configuration, Transit Gateway deployment and configuration, Weave deployment and configuration, Virtual Network deployment and configuration, etc. − End user access deployment mechanisms including automated provisioning and configuration of both VDI and VPN resources • Altitude™ Add-On Managed Services − Architectural design of Altitude™ Add-On Managed Service inclusion into Altitude™ Base Platform − Automation to deploy Altitude™ Add-On Managed Services (CloudFormation templates, Terraform scripts, etc.) − Automation to manage Altitude™ Add-On Managed Services (dashboards, support workflows, automated on- boarding/off-boarding elements, automated project/space creation pipelines, etc.) − Code or processes for integration of Altitude™ Add-On Managed Services with A...

Provider Intellectual Property. All pre-existing trademarks, service marks, patents, copyrights, trade secrets, and other propriety rights of Provider are and will remain the exclusive property of Provider. Notwithstanding the foregoing, Provider hereby grants to City an irrevocable, nonexclusive, perpetual, royalty free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Provider Intellectual Property, and to authorize others to do the same on City's behalf.

Provider Intellectual Property. The Intellectual Property of each Provider and its affiliates used in connection with the provision of Services to the *** Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment has been requested with respect to the omitted portions. CONFIDENTIAL TREATMENT REQUESTED by Markit Ltd. Company, whether or not created prior to the date of this Agreement (“Provider Intellectual Property”), shall remain the property of such Provider or its affiliates, as applicable, and no rights therein shall be assigned or granted to the Company, other than as expressly provided herein. To the extent that any Provider Intellectual Property is required to be used by the Company in connection with the provision of the Services hereunder, each Provider, for itself and as agent for its affiliates, hereby grants to the Company a perpetual, non- exclusive, limited, nontransferable, nonsublicensable (except as provided in the last sentence of this Section 3.1.2), ************ license to use such Provider Intellectual Property of such Provider or its affiliates solely in connection with the use of such Provider’s Services. For the sake of clarity, the Company may continue to use such Provider Intellectual Property of such Provider or its affiliates in connection with such Services even if such Provider is no longer providing such Services; and, if a third party is engaged by the Company to provide such Services to the Company, and, in connection therewith, such Provider Intellectual Property is required to be used by such third party, the Company may grant to such third party a non-exclusive, limited, nontransferable, nonsublicensable, ************ sublicense to use such Provider Intellectual Property solely in connection with the provision of Services by such third party to the Company pursuant to a sublicense agreement among the Company, such third party and such Provider having terms reasonably satisfactory to such Provider, including, without limitation, that the Provider Intellectual Property will be (a) used only for Services rendered by such third party to the Company, (b) kept confidential and (c) returned to the Company at the conclusion of the engagement.

Provider Intellectual Property. 7.2.1 As between Customer and Provider, Provider shall own all right, title, and interest, including all Intellectual Property Rights, in and to Provider Intellectual Property. To the extent any Intellectual Property is developed by Provider, including its Personnel, or a Third Party under Provider’s direction and control, for exclusive use in performing the Services, such developed Intellectual Property shall be owned exclusively by Provider as between Customer and Provider and constitute a portion of Provider Intellectual Property; provided, however, that if neither of NIIT Media Technologies, LLC or NIIT USA is the Provider pursuant to Section 14.2 herein, such developed Intellectual Property shall be owned exclusively by Customer as between Customer and Provider and constitute a portion of Customer Intellectual Property, provided that Customer shall be deemed to have granted NIIT USA and its Affiliates with a worldwide, royalty-free, fully paid-up, nonexclusive license to use, copy, maintain, modify, enhance, license, and create derivative works of such Customer Intellectual Property. 7.2.2 To the extent not inconsistent with Provider’s rights therein, Provider hereby grants to Customer and its Affiliates a worldwide, a royalty-free, fully paid-up, nonexclusive license to use, copy, maintain, modify, enhance, and create derivative works of Provider Intellectual Property utilized in connection with the Services and/or Projects, during the Term and for a period of eighteen (18) months after the Term, provided that if there are any Third Party costs associated with such Intellectual Property, such costs will be passed on to Customer for and limited to the eighteen-month post-Term period. Thereafter and to the extent not inconsistent with Provider’s rights therein, Provider agrees to license such Provider Intellectual Property to Customer, the terms and conditions of which shall be negotiated in good faith by the Parties. 7.2.3 To the extent that Customer or a Customer Affiliate receiving Services pursuant to Exhibit A of Schedule B or otherwise on mutual agreement between the Parties should, by operation of law, acquire any right, title, or interest, including any Intellectual Property Rights, in or to Provider Intellectual Property, Customer shall immediately notify Provider when Customer or such Customer Affiliate becomes aware of same and without any required action by either Party irrevocably assign, or cause such Customer Affiliate to assign, to Prov...

Provider Intellectual Property. PROVIDER reserves all rights, title and interest in and to, as well as all Intellectual Property Rights in, the PROVIDER Technology, and PROVIDER Non-Personal Data, subject to the limited, non-exclusive, revocable, access and use rights to the Services and Documentation as expressly provided for herein. All derivatives of, improvements to, or modification to the PROVIDER Technology are owned exclusively by PROVIDER. Except for the access and usage rights granted pursuant to Sections 2 and 3.1, no license or other rights in or to the PROVIDER Technology or PROVIDER Intellectual Property Rights, even if developed, invented, delivered, or authored by PROVIDER under or in connection with this Agreement, are granted, assigned, licensed or conveyed to COMPANY, its Users and/or its Affiliates. Except as expressly provided for below in Section 11.2, all licenses in and to the PROVIDER Technology are non-transferable. COMPANY may not encumber, assert a claim to or ownership of, or adverse interest in, the PROVIDER Technology, Services, and/or Documentation, or any PROVIDER Intellectual Property Rights or any goodwill associated therewith.

Provider Intellectual Property. In the event that any Work Product is Provider Intellectual Property Provider hereby grants to City an irrevocable, non-exclusive, perpetual, royalty-free license to use, reproduce, prepare derivative works based upon, distribute copies of, perform and display the Provider Intellectual Property and an irrevocable, non-exclusive, perpetual, royalty-free license to authorize others to do the same on City's behalf.

Provider Intellectual Property. Subject to the license granted to Subscriber hereunder, Provider shall maintain and possess all rights and interests, including all related Intellectual Property rights, in and to the Traction Service, Provider Technology, and the Provider Content. Suggestions, ideas, enhancement requests, feedback, recommendations or other information that relate to modifications of the Traction Service and that are provided by Subscriber, any Licensed User or any other party shall also be owned by Provider. This Agreement and the licenses granted herein do not constitute a sale nor convey any rights of ownership in or related to the Traction Service, the Provider Technology or the Intellectual Property rights to Subscriber.

Provider Intellectual Property. Except as expressly provided in Section 6.2, nothing in this Agreement shall be construed as a grant of any rights in any present or future Provider Intellectual Property from Provider to Client, including the right to make any Derivative Works thereof, and Client hereby expressly disclaims any rights, titles or interests in and to any of the Provider Intellectual Property.