Technology and Intellectual Property Rights Clause Samples
Technology and Intellectual Property Rights. (a) For the purposes of this Agreement, "Diamond Intellectual Property" consists of the following intellectual property:
(i) all patents, trademarks, trade names, service marks, trade dress, copyrights and any renewal rights therefor, schematics, software, firmware, technology, manufacturing processes, supplier lists, customer lists, trade secrets, know-how, moral rights and applications and registrations for any of the foregoing;
(ii) all documents, records and files relating to design, end user documentation, manufacturing, quality control, sales, marketing or customer support for all intellectual property described herein;
(iii) all other tangible or intangible proprietary information and materials; and
(iv) all license and other rights in any third party product or any third party intellectual property described in (i) through (iii) above; that are owned or held by or on behalf of Diamond or any Subsidiary or that are being, and/or have been, used, or are currently under development for use, in the business of Diamond or any Subsidiary as it has been, is currently or is currently planned to be conducted; provided, however, that Diamond Intellectual Property will not include any commercially available third party software or related intellectual property.
(b) Section 3.5 of the Diamond Disclosure Schedule lists: (i) all patents, copyright registrations, registered trademarks, registered service marks, trade dress, any renewal rights for any of the foregoing, and any applications and registrations for any of the foregoing, that are included in Diamond Intellectual Property and owned by or on behalf of Diamond or any Subsidiary; (ii) all hardware products and tools, software products and tools and services that are currently published, offered, or under development by Diamond or any Subsidiary; and (iii) all licenses, sublicenses and other agreements to which Diamond or any Subsidiary is a party and pursuant to which Diamond or any Subsidiary or any other person is authorized to use any Diamond Intellectual Property or exercise any other right with regard thereto. The disclosures described in (iii) hereof include the identities of the parties to the relevant agreements, a description of the nature and subject matter thereof, the term thereof and the applicable royalty or summary of any formula or procedure for determining such royalty.
(c) Diamond Intellectual Property consists solely of items and rights that are either: (i) owned solely by Diamond or any...
Technology and Intellectual Property Rights. (a) For the purposes of this Agreement, "Trellix Intellectual Property" consists of the following intellectual property:
Technology and Intellectual Property Rights. (a) For the purposes of this Agreement, "INT'▇.▇▇▇ INTELLECTUAL PROPERTY" consists of the following intellectual property:
(i) all patents, trademarks, trade names, service marks, trade dress, copyrights and any renewal rights therefor, mask works, schematics, software, firmware, technology, manufacturing processes, supplier lists, customer lists, trade secrets, know-how, moral rights and applications and registrations for any of the foregoing;
(ii) all documents, records and files relating to design, end user documentation, manufacturing, quality control, sales, marketing or customer support for all intellectual property described herein;
(iii) all other tangible or intangible proprietary information and materials; and
(iv) all license and other rights in any third party product or any third party intellectual property described in (i) through (iii) above; that are owned or held by or on behalf of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ Subsidiary or that are being used, and/or have been used since January 1, 1999, or are currently under development by or for INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ Subsidiary for use, in the business of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ subsidiary as it has been, is currently or is currently planned to be conducted in 2000; PROVIDED, HOWEVER, that the term INT'▇.▇▇▇ Intellectual Property does not include any commercially available third party software or related intellectual property.
(b) Section 3.5 of the INT'▇.▇▇▇ Disclosure Schedule lists: (i) all patents, copyright registrations, mask works, registered trademarks, registered service marks, trade dress, any renewal rights for any of the foregoing, and any applications and registrations for any of the foregoing, that are included in INT'▇.▇▇▇ Intellectual Property and owned by or on behalf of INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ Subsidiary; (ii) all hardware products and tools, software products and tools and services that are currently published, offered, or under development by INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ Subsidiary; and (iii) all licenses, sublicenses and other agreements to which INT'▇.▇▇▇ is a party and pursuant to which INT'▇.▇▇▇ or any Material INT'▇.▇▇▇ Subsidiary or any other person is authorized to use any INT'▇.▇▇▇ Intellectual Property or exercise any other right with regard thereto.
Technology and Intellectual Property Rights. (i) all patents, trademarks, trade names, service marks, trade dress, copyrights and any renewal rights therefor, schematics, software, firmware, technology, manufacturing processes, supplier lists, customer lists, trade secrets, know-how, moral rights and applications and registrations for any of the foregoing;
(ii) all documents, records and files relating to design, end user documentation, manufacturing, quality control, sales, marketing or customer support for all intellectual property described herein;
(iii) all other tangible or intangible proprietary information and materials; and
(iv) all license and other rights in any third party product or any third party intellectual property described in (i) through (iii) above; that are owned or held by or on behalf of Diamond or any Subsidiary or that are being, and/or have been, used, or are currently under development for use, in the business of Diamond or any Subsidiary as it has been, is currently or is currently planned to be conducted; provided, however, that Diamond Intellectual Property will not include any commercially available third party software or related intellectual property.
(b) Section 3.5 of the Diamond Disclosure Schedule lists: (i) all patents, copyright registrations, registered trademarks, registered service marks, trade dress, any renewal rights for any of the foregoing, and any applications and registrations for any of the foregoing, that are included in Diamond Intellectual Property and owned by or on behalf of Diamond or any Subsidiary; (ii) all hardware products and tools, software products and tools and services that are currently published, offered, or under development by Diamond or any Subsidiary; and (iii) all licenses, sublicenses and other agreements to which Diamond or any Subsidiary is a party and pursuant to which Diamond or any Subsidiary or any other person is authorized to use any Diamond Intellectual Property or exercise any other right with regard thereto. The disclosures described in (iii) hereof include the identities of the parties to the relevant agreements, a description of the nature and subject matter thereof, the term thereof and the applicable royalty or summary of any formula or procedure for determining such royalty.
(c) Diamond Intellectual Property consists solely of items and rights that are either: (i) owned solely by Diamond or any of its Subsidiaries; (ii) in the public domain; or (iii) rightfully used and authorized for use by Diamond or any Subsid...
Technology and Intellectual Property Rights. (a) The "Company Intellectual Property" consists of the following:
(i) all patents, trademarks, trade names, service marks, mask works, domain names, copyrights and any renewal rights, applications and registrations for any of the foregoing, and all trade dress, net lists, schematics, technology, manufacturing processes, supplier lists, trade secrets, know-how, moral rights, computer software programs or applications (in both source and object code form) owned by Company;
(ii) all goodwill associated with trademarks, trade names service marks and trade dress owned by Company;
(iii) all software and firmware listings, and updated software source code, and complete system build software and instructions related to all software described herein owned by Company;
(iv) all documents, records and files relating to design, end user documentation, manufacturing, quality control, sales, marketing or customer support for all intellectual property described herein owned by Company;
(v) all other tangible or intangible proprietary information and materials owned by Company; and
(vi) all license and other rights in any third party product, intellectual property, proprietary or personal rights, documentation, or tangible or intangible property, including without limitation the types of intellectual property and tangible and intangible proprietary information described in (i) through (v) above; that are being, and/or have been, used, or are currently under development for use, in the business of Company as it has been, is currently or is currently anticipated to be (up to the Closing), conducted. Company Intellectual Property described in clauses (i) to (v) above is referred to herein as "Company Owned Intellectual Property" and Company Intellectual Property described in clause (vi) above is referred to herein as "Company Licensed Intellectual Property". Unless otherwise noted, all references to "Company Intellectual Property" shall refer to both Company Owned Intellectual Property and Company Licensed Intellectual Property.
(b) The Company Disclosure Schedule lists: (i) all patents, registered copyrights, mask works, trademarks, service marks, trade dress, any renewal rights for any of the foregoing, and any applications and registrations for any of the foregoing, that are included in the Company Owned Intellectual Property; (ii) all hardware products and tools, software products and tools, and services that are currently published, offered, or under development by Comp...
Technology and Intellectual Property Rights. (a) The "LLC INTELLECTUAL PROPERTY" consists of the following:
Technology and Intellectual Property Rights. (i) Schedule E contains a list of the Intellectual Property which includes the following:
(A) all patents, domain names, trademarks, trade names, trade dress and service marks, and any applications and registrations for any of the foregoing, that is included in the Owned Intellectual Property;
(B) all registered copyrights, and applications for registered copyrights for any Owned Intellectual Property;
(C) all material products and services that currently are published and/or offered by the company, or that are currently under development by the company and scheduled to be commercially released or offered within six (6) months of the Closing Date;
(D) all material licenses and sublicenses of Owned Intellectual Property;
(E) all Licensed Intellectual Property (other than license agreements for standard "shrink wrapped, off the shelf," commercially available, third party products used by the company) and any sublicenses thereto; and
(F) any material obligation of exclusivity, non-competition, non-solicitation, first negotiation or "most favoured nation" or "equally favoured nation" (e.
Technology and Intellectual Property Rights. (a) The "HDI Intellectual Property" consists of the following:
Technology and Intellectual Property Rights. (a) For the purposes of this Agreement, "HT INTELLECTUAL PROPERTY" consists of the following intellectual property:
Technology and Intellectual Property Rights. (i) Except for the corporate names of each of the members of the Onshore Group, it has no registered Intellectual Property in any part of the world.
(ii) It owns or has the right to use all Intellectual Property used or held for use in the conduct of its business without any conflict with the rights of others. All products and technology that have been or currently are published and/or offered by it or are under development by it, and all products and/or technology underlying any and all services that have been or currently are offered by it or are under development by it is either: (1) owned by it, (2) in the public domain, or (3) rightfully used by the it pursuant to a valid written license or other agreement.
(iii) It is not, as a result of the execution or delivery of this Agreement and/or the Ancillary Agreements, nor the performance of its obligations under them of under the Internal Control Agreements will cause it to be in violation of any license, sublicense or other agreement relating to the Intellectual Property or of any non-disclosure agreement to which it is a party or otherwise bound.
(iv) It is not obligated to provide any financial consideration or other consideration to any third party, nor is any third party otherwise entitled to any financial consideration or other consideration, with respect to any exercise of rights by it or its successors in the Intellectual Property.
(v) Its use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights in any Owned Intellectual Property by it or its licensees does not infringe, misappropriate or violate any copyright, patent, trade secret, trademark, service ▇▇▇▇, trade name, firm name, logo, trade dress, database right, other intellectual property right, right of privacy, right of publicity or right in personal or other data of any person. Further, the use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights in any Licensed Intellectual Property or any other authorized exercise of rights in or to Licensed Intellectual Property by it or its licensees does not infringe, misappropriate or violate any copyright, patent, trade secret, trademark, service ▇▇▇▇, trade name, firm name, logo, trade dress, moral right, database right, other intellectual property right, right of privacy, right of publicity or right in personal or other data of any person. Further, the distribution, licensing, sublicensing, sale...