Trade Names and Other Intellectual Property Clause Samples

The 'Trade Names and Other Intellectual Property' clause defines the rights and restrictions regarding the use of trade names, trademarks, logos, and other intellectual property belonging to one or both parties in an agreement. Typically, this clause specifies whether a party is permitted to use the other party’s branding in marketing materials, on products, or in communications, and may outline requirements for prior approval or proper attribution. Its core function is to protect the intellectual property rights of the parties involved, ensuring that proprietary names and marks are not misused or misrepresented during the course of the business relationship.
Trade Names and Other Intellectual Property. ​ (a) Schedule 4.9 attached hereto sets forth a complete and accurate list of all patents, copyrights, trade secrets, trademarks, trade names or other proprietary rights (collectively, with all customer lists, designs and computer software needed for the Companies’ business as currently conducted, “Intellectual Property”) necessary or useful for the operation of the Companies’ business as presently conducted or contemplated. The Companies’ are the exclusive owners of, or are licensed to use, all such Intellectual Property. There are no claims or demands of any other Person pertaining to any of such Intellectual Property and no proceedings have been instituted, or are pending or threatened, which challenge the rights of either Company in respect thereof. Without limiting the generality of the foregoing, each Company has the right to use, ​ ​ ​ ​ free and clear of claims or rights of other Persons, all customer lists, designs, manufacturing or other processes, computer software, systems and other information required for or incident to its products or its business as presently conducted or contemplated. ​ (b) Except as set forth in Schedule 4.9, neither Company has granted any licenses or other rights to others in Intellectual Property owned or licensed by either Company. (c) To the Companies’ Knowledge, the present business, activities and products of each Company do not infringe any Intellectual Property of any other Person. No proceeding charging either Company with infringement of any adversely held Intellectual Property has been filed or is, to the Companies’ Knowledge, threatened to be filed. To the Companies’ Knowledge, there exists no unexpired patent or patent application which includes claims that would be infringed by or otherwise adversely affect the products, activities or business of either Company. ​
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Trade Names and Other Intellectual Property. (a) To the best knowledge of Company, Schedule 3.21 sets forth a true, correct and complete list and, where appropriate, a description of, all patents, patent applications, trade names, trademarks, trademark applications for registration and registrations, copyright registrations ("Intellectual Property") used in the operation of the business of Company. To the best knowledge of Company, true, correct and complete copies of all such Intellectual Property have been previously delivered or made available by Company to Buyer. (b) Except as disclosed in Schedule 3.21, to the best knowledge of Company, Company is the sole and exclusive owner of all Intellectual Property and all designs, permits, labels and packages used on or in connection therewith. Except as disclosed in Schedule 3.21, Company has received no notice of, and Company has no knowledge of any basis for, a claim against it that any of its operations, activities, products or publications infringes on any patent, trademark, trade name, copyright or other property right of a third party, or that, to the Shareholders' knowledge, it is illegally or otherwise using the trade secrets, formulae or any property rights of others. Except as disclosed in Schedule 3.21, Company has no disputes with or claims against any third party for infringement by such third party of any trade name or other Intellectual Property of Company.
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Trade Names and Other Intellectual Property. (a) The Company exclusive owner of, or has a valid license to, all patents, copyrights, trade secrets, trademarks, trade names or other proprietary rights and computer software necessary for the operation of the Company’s business as presently conducted or contemplated (“Intellectual Property”). There are no claims or demands of any other Person pertaining to any of such Intellectual Property and no proceedings have been instituted, or are pending or threatened, which challenge the rights of the Company in respect thereof. Without limiting the generality of the foregoing, the Company has the right to use, free and clear of claims or rights of other Persons, all customer lists, designs, manufacturing or other processes, computer software, systems and other information required for the Business as presently conducted or contemplated. (b) The Company has not granted any licenses or other rights to others in Intellectual Property owned or licensed by the Company, except for licenses to its bona fide customers in the ordinary course of the operation of the Business. (c) The present business and activities of the Company do not infringe any Intellectual Property of any other Person. No proceeding charging the Company with infringement of any adversely held Intellectual Property has been filed or is threatened to be filed.
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Related to Trade Names and Other Intellectual Property

  • Patents and Other Intangible Assets (a) The Company (i) owns or has the right to use, free and clear of all Liens, claims and restrictions, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect to the foregoing used in or necessary for the conduct of its business as now conducted or proposed to be conducted without infringing upon or otherwise acting adversely to the right or claimed right of any Person under or with respect to any of the foregoing and (ii) is not obligated or under any liability to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any patent, trademark, service ▇▇▇▇, trade name, copyright or other intangible asset, with respect to the use thereof or in connection with the conduct of its business or otherwise. (b) To the knowledge of the Company, the Company owns and has the unrestricted right to use all trade secrets, if any, including know-how, negative know-how, formulas, patterns, programs, devices, methods, techniques, inventions, designs, processes, computer programs and technical data and all information that derives independent economic value, actual or potential, from not being generally known or known by competitors (collectively, “Intellectual Property”) required for or incident to the development, operation and sale of all products and services sold by the Company, free and clear of any right, Lien or claim of others; provided, however, that the possibility exists that other Persons, completely independently of the Company or its employees or agents, could have developed Intellectual Property similar or identical to that of the Company. The Company is not aware of any such development of substantially identical trade secrets or technical information by others. All Intellectual Property can and will be transferred by the Company to the Surviving Corporation as a result of the Merger and without the consent of any Person other than the Company.

  • COPYRIGHT, PATENTS AND OTHER PROPRIETARY RIGHTS 16.1 Except as is otherwise expressly provided in writing in the Contract, UNDP shall be entitled to all intellectual property and other proprietary rights including, but not limited to, patents, copyrights, and trademarks, with regard to products, processes, inventions, ideas, know-how, or documents and other materials which the Contractor has developed for UNDP under the Contract and which bear a direct relation to or are produced or prepared or collected in consequence of, or during the course of, the performance of the Contract. The Contractor acknowledges and agrees that such products, documents and other materials constitute works made for hire for UNDP. 16.2 To the extent that any such intellectual property or other proprietary rights consist of any intellectual property or other proprietary rights of the Contractor: (i) that pre-existed the performance by the Contractor of its obligations under the Contract, or (ii) that the Contractor may develop or acquire, or may have developed or acquired, independently of the performance of its obligations under the Contract, UNDP does not and shall not claim any ownership interest thereto, and the Contractor grants to UNDP a perpetual license to use such intellectual property or other proprietary right solely for the purposes of and in accordance with the requirements of the Contract. 16.3 At the request of UNDP, the Contractor shall take all necessary steps, execute all necessary documents and generally assist in securing such proprietary rights and transferring or licensing them to UNDP in compliance with the requirements of the applicable law and of the Contract. 16.4 Subject to the foregoing provisions, all maps, drawings, photographs, mosaics, plans, reports, estimates, recommendations, documents, and all other data compiled by or received by the Contractor under the Contract shall be the property of UNDP, shall be made available for use or inspection by UNDP at reasonable times and in reasonable places, shall be treated as confidential, and shall be delivered only to UNDP authorized officials on completion of work under the Contract.

  • RIGHTS IN WORK PRODUCT AND OTHER INFORMATION A. Work Product Contractor assigns to the Purchasing Entity and its successors and assigns, the entire right, title, and interest in and to all causes of action, either in law or in equity, for past, present, or future infringement of intellectual property rights related to the Work Product and all works based on, derived from, or incorporating the Work Product under an Order. Whether or not Contractor is under contract with the State at the time, Contractor shall execute applications, assignments, and other documents, and shall render all other reasonable assistance requested by the State, to enable the Purchasing Entity to secure patents, copyrights, licenses and other intellectual property rights related to the Work Product. To the extent that Work Product would fall under the definition of “works made for hire” under 17 U.S.C.S. §101, the parties intend the Work Product to be a work made for hire.

  • FACILITIES, EQUIPMENT AND OTHER MATERIALS Except as otherwise specifically provided in this Agreement, CONTRACTOR shall, at its sole cost and expense, furnish all facilities, equipment, and other materials which may be required for performing services pursuant to this Agreement. At COUNTY’s discretion, COUNTY may make equipment or facilities available to CONTRACTOR for CONTRACTOR’s use in furtherance of this Agreement only where a COUNTY Facility or Equipment exhibit is attached to this Agreement identifying the equipment or facilities to be used by CONTRACTOR’s personnel. If COUNTY funds equipment as part of this contract, COUNTY will retain Equipment.

  • Equipment and Other Tangible Property The Company or one of its Subsidiaries owns and has good title to, and has the legal and beneficial ownership of or a valid leasehold interest in or right to use by license or otherwise, all material machinery, equipment and other tangible property reflected on the books of the Company and its Subsidiaries as owned by the Company or one of its Subsidiaries, free and clear of all Liens other than Permitted Liens. All material personal property and leased personal property assets of the Company and its Subsidiaries are structurally sound and in good operating condition and repair (ordinary wear and tear expected) and are suitable for their present use.