Third Party IP Rights Clause Samples
The Third Party IP Rights clause defines how intellectual property rights owned by entities other than the contracting parties are handled within the agreement. It typically clarifies whether the use of third-party IP is permitted, who is responsible for obtaining necessary licenses, and what happens if a third party claims infringement. For example, if software provided under the contract incorporates open-source components, this clause would specify the obligations regarding those components. Its core function is to allocate responsibility and mitigate the risk of IP infringement claims arising from third-party rights, ensuring both parties understand their duties and liabilities.
Third Party IP Rights. You agree not to Use (and to ensure that your administrators and users shall not Use) any Content that is subject to any third party IP Rights, unless you have a license or specific permission to Use such third party content, and to grant TeleMessage the license set out below.
Third Party IP Rights. (a) If Cortendo considers, in its reasonable business judgment, that it must obtain one or more licences under any Third Party IP Rights that, in the absence of such licence(s), would be infringed by the exercise of the Licence in any country in the Territory, then Cortendo must notify ATL in writing of the proposed licence of Third Party IP Rights (including details of why it considers that such licence is necessary and the terms on which it proposes to obtain such a licence).
(b) If ATL agrees, acting reasonably, that such a licence is necessary (and that the terms of the proposed licence are reasonable), then the royalties paid by Cortendo or its Sub-Licensees under such a licence to those Third Party IP Rights in such country shall be deducted from the royalties due to ATL for such ATL1103 Product in such country.
(c) If ATL does not agree, acting reasonably, that such a licence is necessary (or that the terms of the proposed licence are reasonable), then either party may refer the matter to an Independent Expert for resolution under clause 24.
Third Party IP Rights. “Third Party IP Rights” shall have the meaning set forth in Section 2.3(a)(vi).
Third Party IP Rights. The Restaurant confirms irrevocably to ▇▇▇▇▇▇ ▇▇▇ Ltd that the Restaurant’s name, Menu, logo and other material that the Restaurant may provide to ▇▇▇▇▇▇ ▇▇▇ Ltd for inclusion on the website do not violate, infringe or conflict with the IPR of any third party (including without limitation any licensor or franchisor).
Third Party IP Rights. In its use of the Service the Company shall ensure that it will not send or upload anything which in any way breaches the Intellectual Property Rights of any third party.
Third Party IP Rights. Supplier agrees that the Products and Services do not infringe upon or constitute a misappropriation of any Third Party IP Right.
Third Party IP Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, to the Knowledge of the Company, no Person is infringing, misappropriating or otherwise violating any of the Company’s or its Subsidiaries’ rights in any Intellectual Property owned or purported to be owned by them, and none of the Company or its Subsidiaries has asserted or threatened to assert a claim of such infringement, misappropriation, or violation against any third party during the three year period immediately preceding the date of this Agreement.
Third Party IP Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent, to the Knowledge of Parent, no Person is infringing, misappropriating or otherwise violating any of Parent’s or its Subsidiaries’ rights in any Intellectual Property owned or purported to be owned by them, and none of Parent or its Subsidiaries has asserted or threatened to assert a claim of such infringement, misappropriation, or violation against any third party during the three year period immediately preceding the date of this Agreement.
Third Party IP Rights. MedRx has no knowledge of the existence of any patent or patent application, copyright, or other intellectual property right owned by or licensed to any Third Party that could prevent Licensee from using the Licensed Technology to Develop, Manufacture, or Commercialize Licensed Products in the Field in or for the Territory.
Third Party IP Rights. 4.9.1 If either Party determines that [***] to obtain a license under any Patent of a Third Party relevant to the Development Activities or the Manufacture (“Third Party IP”), it shall inform the IPC of such determination along with documentation supporting such determination. The IPC shall discuss the desirability of obtaining a license to or acquiring such Third Party IP, and, if it is determined by the Parties to obtain a license to or acquire such Third Party IP, discuss and recommend appropriate financial terms and conditions (including the scope of the license to be negotiated) for such license or acquisition agreement (such agreement, a “Third Party IP Agreement”). The IPC shall also designate one Party, or that the Parties jointly, be responsible for handling negotiations of a Third Party IP Agreement. [***]. The negotiating Party shall have responsibility and authority for negotiating and executing such Third Party IP Agreement; provided, that, through their representatives on the IPC, the negotiating Party shall keep the other Party reasonably informed with respect to the negotiations and deal terms relating to such Third Party IP Agreement (including scope of the license and financial terms) and such negotiating Party shall consider in good faith any comments, recommendations or analysis provided by the other Party. [***]. To the extent allocable to the Product, all payments under such Third Party IP Agreement incurred during the Development Period shall be Development Costs; provided that [***]. For purposes of clarity, a cell line license shall not be considered a manufacturing license.
4.9.2 Notwithstanding anything to the contrary in this Agreement and except for Third Party IP referred to in Section 4.9.1, the licenses granted under Article 6 shall not include rights to any Know-How or Patents acquired by license or otherwise by either Party from a Third Party after the Effective Date (the “Acquired Third Party IP”), except to the extent the other Party elects to include part of or all of such Know-How or Patents under any such license and [*** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. agrees to comply with all obligations to such Third Party applicable to such rights and to include payments to such Third Party that are allocable to the Product...