Third-Party Proprietary Rights Clause Samples
The Third-Party Proprietary Rights clause defines how the agreement addresses intellectual property or proprietary rights owned by entities other than the contracting parties. It typically clarifies that the parties do not grant or receive rights to third-party materials, and may require each party to ensure that their use of third-party content does not infringe on those rights. This clause helps prevent legal disputes by making clear that the contract does not override or violate the rights of third parties, thereby allocating responsibility and reducing the risk of infringement claims.
Third-Party Proprietary Rights. If the Deliverables or the performance of the Services use or include the Proprietary Rights of others, Contractor shall obtain, and assign to Edison, at its own expense, all worldwide, irrevocable, perpetual, and royalty-free licenses for those Proprietary Rights that are integral with the Deliverables and Services or are reasonably desirable for Edison’s complete enjoyment of the Deliverables and Services, including rights to reproduce, correct, repair, replace, maintain, translate, publish, use, modify, copy, dispose of, or create derivative works of any or all of the Proprietary Rights contained in the Deliverables and Services, and to assign or grant sublicenses in the Deliverables and Services to others including Edison’s Affiliates.
Third-Party Proprietary Rights. Exhibitor shall not violate any proprietary rights of third parties in connection with its participation in the Event, including but not limited to the performance, distribution, or posting of any copyrighted material without a license, assignment, or other legally effective permission.
Third-Party Proprietary Rights. You agree to not, and to not permit any End User to, post, modify, distribute, or reproduce in any way in connection with your or your End Users’ use of the Services and Software any copyrighted material, trademarks, or other proprietary material that may infringe, misappropriate, or otherwise violate another’s Proprietary Rights without obtaining the prior written consent of the owner of the Proprietary Rights. You represent and warrant that you are either the author of all Customer Input to be provided under this Agreement or have obtained and hold all rights necessary to provide such Customer Input and receive all Customer Materials in the form provided by Assure Disability, in connection with your or your End Users’ use of the Services or Software. Assure Disability may deny access to the Services to any End User who is alleged to infringe or violate another person’s Proprietary Rights and may remove any stored Customer Materials upon Assure Disability’s receipt of notice by the Property Rights owner (e.g., a takedown request). Without limiting the foregoing, if you believe that any of your or your affiliates Property Rights or have been infringed or violated in connection with the Services, notify Assure Disability by email to ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.
Third-Party Proprietary Rights. Sponsor will not violate the proprietary rights of third parties in connection with its participation in SAS® Forum UK 2019.
Third-Party Proprietary Rights. (1) The licensor guarantees that the contract products are free of third-party proprietary rights (including commercial patents and copyrights) that would restrict or exclude the utilization of the product by the licensee in accordance with this contract at the agreed place of installation.
(2) Inasmuch as third-party proprietary rights are applicable to a contract product or are asserted, the licensor is entitled either to modify the contract products to a degree that is acceptable to the licensee and in such a way that there is no longer an infringement of proprietary rights, or to obtain legally correct authorization for the contract products to be used in accordance with the agreement and without restriction or additional costs.
(3) The licensor shall fully indemnify the respective licensee against all justifiable claims of third parties regarding infringement of commercial patents through the use of contract products and against any reasonable associated costs. The licensor assumes the primary liability with respect to the entity asserting an infringement of its proprietary rights. The licensor is in particular entitled and obliged at its own cost to conduct the legal defense against third-party proprietary rights claims. Inasmuch as is necessary, and to a reasonable extent at the expense of the licensor, the licensee may at its own discretion support the licensor in the defense against proprietary rights claims asserted by third parties. With the consent of the licensor, the licensee itself is also entitled to conduct the legal defense. In such case, the licensor is obliged to bear any reasonable costs incurred inasmuch as an infringement of proprietary rights in the sense of this subsection has taken place.
(4) The licensor shall indemnify the licensee against all claims asserted against the licensor by originators involved in the creation of the contract products.
(5) The above does not apply to open-source components; in this case the licensor guarantees only that the licensor has obtained from the entitled party or via the applicable license conditions the necessary rights for the use of any open-source components that are supplied with the contract product and are activated, used, linked or otherwise referenced by the contract product, via technical or other means.
Third-Party Proprietary Rights. The Services may involve interaction with proprietary and/or branded websites, apps, or other technology of third parties, each of which retains all rights in and to its trademarks, tradenames, copyrights, and iMerchant Direct Technology (collectively, “Proprietary Materials”). Such third parties may include, for example, Facebook, Twitter, Google, Yelp, Foursquare, OpenTable, TripAdvisor, and other third parties now or in the future. Client has no right to use any Proprietary Materials of any third parties.
Third-Party Proprietary Rights. Licensee hereby represents and warrants to Licensor that it will not violate any proprietary rights of third parties in connection with its participation in the Event, including but not limited to the performance, distribution, or posting of copyrighted material without a license, assignment, or other legally effective permission.
Third-Party Proprietary Rights. You agree not to, post, modify, distribute, or reproduce in any way in connection your use of the Services any copyrighted material, trademarks, or other proprietary material that may infringe, misappropriate, or otherwise violate another’s proprietary rights without obtaining the prior written consent of the owner of the proprietary rights. You represent and warrant that you are either the author of all information and Customer Data to be provided under this Agreement or have obtained and hold all rights necessary to provide such Customer Data.
Third-Party Proprietary Rights. ▇▇. ▇▇▇▇▇▇▇ shall perform all of the Services, including but not limited to development of Nutraceutix Innovations, (i) without violating any third party's proprietary rights, (ii) without utilizing confidential or proprietary information belonging to a third party unless Nutraceutix has the right to use the same pursuant to an appropriate license or similar agreement, and (iii) in strict compliance with all confidentiality and other agreements binding ▇▇.
Third-Party Proprietary Rights. Consultant understands and acknowledges that Axcelis does not desire to acquire from Consultant any trade secrets, know-how, or confidential information Consultant may have acquired from third parties. Consultant therefore agrees that Consultant will not improperly use or disclose any proprietary information or trade secrets of any person or entity with whom Consultant owes a duty to keep such information in confidence.