Common use of Use of Intellectual Property Clause in Contracts

Use of Intellectual Property. In connection with the use of the Intellectual Property Rights: (a) the Distributor will assist and co-operate with the Company to the extent requested by the Company in the protection of the Intellectual Property Rights, including the execution of any document to confirm the Company's title to and interest in the Products and the assignment of any rights to or ownership interest in the Products that it may have acquired from the Company; (b) the Distributor will take no steps either directly or indirectly to claim or dispute ownership or the enforceability or validity of the Intellectual Property Rights or the right of the Company to grant the rights herein; (c) the Distributor will promptly notify the Company of any infringements or imitations by others of the Products when such becomes known to the Distributor and, where possible, to provide a sample of such infringement or imitation and to co-operate with the Company in enforcing the Intellectual Property Rights against the infringer or imitator; provided however, that the Distributor shall not institute any suit or take any action on account of any such infringements or imitations without the Company's prior written consent; (d) the Distributor will not copy, adapt, alter, reverse engineer, disassemble, rent, lease or lend by any means the Products, except as expressly provided for in this Agreement or otherwise approved in writing by the Company; (e) the Distributor will not remove, modify or deface any registered or unregistered trademark, logo, notice or legend of copyright or trade secret from any packaging which contains the Products; (f) the Company will use its best efforts to prosecute, defend and conduct at its own expense all suits involving the Intellectual Property Rights including, but not limited to, actions involving infringement or passing off and will undertake any actions or litigate any proceeding reasonably necessary for the protection of the Intellectual Property Rights and the Distributor will provide every assistance to the Company in such defence at the cost of the Company; and (g) nothing in this Agreement will be deemed in any way to constitute any transfer or assignment by the Company of the Intellectual Property Rights to the Distributor or give the Distributor any right, title or interest in or to the Intellectual Property Rights.

Use of Intellectual Property. In connection with the use of the Intellectual Property Rights: (ai) the Distributor will assist and co-operate with the Company to the extent requested by the Company in the protection of the Intellectual Property Rights, including the execution of any document to confirm the Company's title to and interest in the Products and the assignment of any rights to or ownership interest in the Products that it may have acquired from the Company; (bii) the Distributor will take no steps either directly or indirectly to claim or dispute ownership or the enforceability or validity of the Intellectual Property Rights or the right of the Company to grant the rights herein; (ciii) the Distributor will promptly notify the Company of any infringements or imitations by others of the Products when such becomes known to the Distributor and, where possible, to provide a sample of such infringement or imitation and to co-operate with the Company in enforcing the Intellectual Property Rights against the infringer or imitator; provided however, that the Distributor shall not institute any suit or take any action on account of any such infringements or imitations without the Company's prior written consent; (div) the Distributor will not copy, adapt, alter, reverse engineer, disassemble, rent, lease or lend by any means the Products, except as expressly provided for in this Agreement or otherwise approved in writing by the Company; (ev) the Distributor will not remove, modify or deface any registered or unregistered trademark, logo, notice or legend of copyright or trade secret from any packaging which contains the Products; (fvi) the Company will use its best efforts to prosecute, defend and conduct at its own expense all suits involving the Intellectual Property Rights including, but not limited to, actions involving infringement or passing off and will undertake any actions or litigate any proceeding reasonably necessary for the protection of the Intellectual Property Rights and the Distributor will provide every assistance to the Company in such defence at the cost of the Company; and (gvii) nothing in this Agreement will be deemed in any way to constitute any transfer or assignment by the Company of the Intellectual Property Rights to the Distributor or give the Distributor any right, title or interest in or to the Intellectual Property Rights.

Use of Intellectual Property. In connection with the use of the Intellectual Property Rights: (a) the Distributor will assist and co-operate with the Company to the extent requested by the Company in the protection of the Intellectual Property Rights, including the execution of any document to confirm the Company's ’s title to and interest in the Products and the assignment of any rights to or ownership interest in the Products that it may have acquired from the Company; (b) the Distributor will take no steps either directly or indirectly to claim or dispute ownership or the enforceability or validity of the Intellectual Property Rights or the right of the Company to grant the rights herein; (c) the Distributor will promptly notify the Company of any infringements or imitations by others of the Products when such becomes known to the Distributor and, where possible, to provide a sample of such infringement or imitation and to co-operate with the Company in enforcing the Intellectual Property Rights against the infringer or imitator; provided however, that the Distributor shall not institute any suit or take any action on account of any such infringements or imitations without the Company's ’s prior written consent; (d) the Distributor will not copy, adapt, alter, reverse engineer, disassemble, rent, lease engineer or lend disassemble by any means the Products, except as expressly provided for in this Agreement or otherwise approved in writing by the Company; (e) the Distributor will not remove, modify or deface any registered or unregistered trademark, logo, notice or legend of copyright or trade secret from any packaging which contains the Products; (f) the Company will use its best efforts to prosecute, defend and conduct at its own expense all suits involving the Intellectual Property Rights including, but not limited to, actions involving infringement or passing off and will undertake any actions or litigate any proceeding reasonably necessary for the protection of the Intellectual Property Rights and the Distributor will provide every assistance to the Company in such defence at the cost of the Company; and (g) nothing in this Agreement will be deemed in any way to constitute any transfer or assignment by the Company of the Intellectual Property Rights to the Distributor or give the Distributor any right, title or interest in or to the Intellectual Property Rights.

Use of Intellectual Property. In connection with the use of the 13.1 This clause applies to any Intellectual Property Rights: (a) produced invented or discovered by the Distributor will assist and co-operate Executive whether alone or with any other person at any time during the continuance of her employment with the Company which relates directly or indirectly to the business of the Company or any Associated Company or which may in the opinion of the Company be capable of being used or adapted for use therein. 13.2 All Intellectual Property to which this clause applies shall to the fullest extent permitted by law belong to, vest in and be the absolute sole and unencumbered property of the Company. 13.3 The Executive hereby: 13.3.1 undertakes to notify and disclose to the Company in writing full details of all Intellectual Property to which this clause applies forthwith upon the production, invention or discovery of the same, and promptly whenever requested by the Company and in any event upon the protection termination of her employment with the Company deliver up to the Company all correspondence and other documents papers and records and all copies thereof in her possession, custody or power relating to any Intellectual Property; 13.3.2 undertakes to hold on trust for the benefit of the Company any Intellectual Property Rightsto the extent that the same may not be, including and until the execution of any document to confirm the Company's title to and interest same is, vested absolutely in the Products and the assignment of any rights to or ownership interest in the Products that it may have acquired from the Company; (b) the Distributor will take no steps either directly or indirectly to claim or dispute ownership or the enforceability or validity 13.3.3 assigns by way of the present assignment of future copyright all copyright in all Intellectual Property Rights to which this clause applies; 13.3.4 acknowledges that, save as provided in this Agreement no further remuneration or compensation is or may become due to the right Executive in respect of her performance of her obligations under this clause; 13.3.5 undertakes at the expense of the Company to grant execute all such documents, make such applications, give such assistance and do such acts and things as may in the opinion of the Chief Executive Officer be necessary or desirable to vest in and register or obtain letters patent in the name of the Company or any Associated Company and otherwise to protect and maintain the Intellectual Property; 13.3.6 irrevocably appoints the Company or its nominee as the attorney of the Executive to execute and sign as the Executive's act and deed in her name and on her behalf all documents as the Company may consider requisite for the perfection of the pledge hereby evidenced; 13.3.7 to the extent that by law any Intellectual Property or the rights herein; (c) the Distributor will promptly notify the Company of any infringements therein do not, or imitations by others of the Products when such becomes known are not permitted to the Distributor andor cannot, where possible, to provide a sample of such infringement vest in or imitation and to co-operate with the Company in enforcing the Intellectual Property Rights against the infringer or imitator; provided however, that the Distributor shall not institute any suit or take any action on account of any such infringements or imitations without the Company's prior written consent; (d) the Distributor will not copy, adapt, alter, reverse engineer, disassemble, rent, lease or lend by any means the Products, except as expressly provided for in this Agreement or otherwise approved in writing by the Company; (e) the Distributor will not remove, modify or deface any registered or unregistered trademark, logo, notice or legend of copyright or trade secret from any packaging which contains the Products; (f) the Company will use its best efforts to prosecute, defend and conduct at its own expense all suits involving the Intellectual Property Rights including, but not limited to, actions involving infringement or passing off and will undertake any actions or litigate any proceeding reasonably necessary for the protection of the Intellectual Property Rights and the Distributor will provide every assistance belong to the Company or any Associated Company the Executive agrees immediately upon the same coming into existence to offer to the Company a right of first refusal to acquire the same on arms’ length terms to be agreed between the parties and in the absence of agreement within thirty days of such defence at offer to be decided upon by an arbitrator to be appointed by the cost President for the time being of the Company; and Incorporated Law Society of Ireland (g) nothing in this Agreement will whose decision shall be deemed in any way to constitute any transfer or assignment final and binding on the parties and whose costs shall be borne equally by the Company of the Intellectual Property Rights to the Distributor or give the Distributor any right, title or interest in or to the Intellectual Property Rightsparties).

Use of Intellectual Property. In connection with the use of the Intellectual Property Rights: (a) the Distributor will assist and co-operate with the Company to the extent requested by the Company in the protection of the Intellectual Property Rights, including the execution of any document to confirm the Company's title to and interest in the Products and the assignment of any rights to or ownership interest in the Products that it may have acquired from the Company; (b) the Distributor will take no steps either directly or indirectly to claim or dispute ownership or the enforceability or validity of the Intellectual Property Rights or the right of the Company to grant the rights herein; (c) the Distributor will promptly notify the Company of any infringements or imitations by others of the Products when such becomes known to the Distributor and, where possible, to provide a sample of such infringement or imitation and to co-operate with the Company in enforcing the Intellectual Property Rights against the infringer or imitator; provided however, that the Distributor shall not institute any suit or take any action on account of any such infringements or imitations without the Company's prior written consent; (d) the Distributor will not copy, adapt, alter, reverse engineer, disassemble, rent, lease engineer or lend disassemble by any means the Products, except as expressly provided for in this Agreement or otherwise approved in writing by the Company; (e) the Distributor will not remove, modify or deface any registered or unregistered trademark, logo, notice or legend of copyright or trade secret from any packaging which contains the Products; (f) the Company will use its best efforts to prosecute, defend and conduct at its own expense all suits involving the Intellectual Property Rights including, but not limited to, actions involving infringement or passing off and will undertake any actions or litigate any proceeding reasonably necessary for the protection of the Intellectual Property Rights and the Distributor will provide every assistance to the Company in such defence at the cost of the Company; and (g) nothing in this Agreement will be deemed in any way to constitute any transfer or assignment by the Company of the Intellectual Property Rights to the Distributor or give the Distributor any right, title or interest in or to the Intellectual Property Rights.

Use of Intellectual Property. In connection with the use of the Intellectual Property Rights: (a) the Distributor will assist and co-operate with the Company Company, at the Company’s sole cost and expense, to the extent requested by the Company in the protection of the Intellectual Property Rights, including the execution of any document to confirm the Company's ’s title to and interest in the Products and the assignment of any rights to or ownership interest in the Products that it may have acquired from the Company; (b) the Distributor will take no steps either directly or indirectly to claim or dispute ownership or the enforceability or validity of the Intellectual Property Rights or the right of the Company to grant the rights herein; (c) the Distributor will promptly notify the Company of any infringements or imitations by others of the Products when such becomes known to the Distributor and, where reasonably possible, to provide a sample of such infringement or imitation and to co-operate with the Company Company, at the Company’s sole cost and expense, in enforcing the Intellectual Property Rights against the infringer or imitator; provided however, that the Distributor shall not institute any suit or take any action on account of any such infringements or imitations without the Company's ’s prior written consent; (d) the Distributor will not copy, adapt, alter, reverse engineer, disassemble, rent, lease or lend by any means the Products, except as expressly provided for in this Agreement or otherwise approved in writing by the Company; (e) the Distributor will not remove, modify or deface any registered or unregistered trademark, logo, notice or legend of copyright or trade secret from any packaging which contains the Products; (f) the Company will use its best commercially reasonable efforts to prosecute, defend and conduct at its own expense all suits involving the Intellectual Property Rights including, but not limited to, actions involving infringement or passing off and will undertake any actions or litigate any proceeding reasonably necessary for the protection of the Intellectual Property Rights and the Distributor will provide every assistance to the Company in such defence at the cost of the Company; and (g) nothing in this Agreement will be deemed in any way to constitute any transfer or assignment by the Company of the Intellectual Property Rights to the Distributor or give the Distributor any right, title or interest in or to the Intellectual Property Rights.

Use of Intellectual Property. In connection with the use Subject to such action not otherwise constituting an Event of the Intellectual Property Rights: (a) the Distributor Default and so long as no Event of Default shall have occurred and be continuing, Borrower will assist and co-operate with the Company be permitted to the extent requested by the Company in the protection exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of the Intellectual Property Rights, including the execution of any document to confirm the Company's title to and interest in the Products and the assignment of any rights to or ownership interest in the Products that it may have acquired from the Company; (b) the Distributor will take no steps either directly or indirectly to claim or dispute ownership or the enforceability or validity of the Intellectual Property Rights or the right of the Company to grant the rights herein; (c) the Distributor will promptly notify the Company of any infringements or imitations by others of the Products when such becomes known to the Distributor and, where possible, to provide a sample of such infringement or imitation and to co-operate with the Company in enforcing the Intellectual Property Rights against the infringer or imitator; provided however, that the Distributor shall not institute any suit or take any action on account of any such infringements or imitations without the Company's prior written consent; (d) the Distributor will not copy, adapt, alter, reverse engineer, disassemble, rent, lease or lend by any means the Products, except as expressly provided for in this Agreement or otherwise approved in writing by the Company; (e) the Distributor will not remove, modify or deface any registered or unregistered trademark, logo, notice or legend of copyright or trade secret from any packaging which contains the Products; (f) the Company will use its best efforts to prosecute, defend and conduct at its own expense all suits involving the Intellectual Property Rights including, but not limited to, other actions involving infringement or passing off and will undertake any actions or litigate any proceeding reasonably necessary for the protection of the Intellectual Property Rights and the Distributor will provide every assistance to the Company in such defence at the cost of the Company; and (g) nothing in this Agreement will be deemed in any way to constitute any transfer or assignment by the Company of the Intellectual Property Rights to the Distributor or give the Distributor any right, title or interest in or with respect to the Intellectual Property Rightsin the ordinary course of the business of Borrower. Borrower shall be required to notify and obtain the written consent of ACI, which ACI shall give or withhold in its sole discretion, in the event Borrower wishes to assign, sell or dispose of any Intellectual Property; should ACI fail to furnish Borrower with its consent (or non-consent) in writing within five (5) business days following Borrower's notification, ACI shall be deemed to have given its consent. In furtherance of the foregoing, so long as no Event of Default shall have occurred and be continuing, ACI shall from time to time, upon the request of, and at the expense of, Borrower, execute and deliver any instruments, certificates or other documents, in the form so requested, which Borrower shall have certified are appropriate (in its judgment) to allow it to take any action permitted above (including relinquishment of the license provided pursuant to Section 2.02 as to any specific Intellectual Property). The exercise of rights, remedies, powers and privileges under Section 5 by ACI shall not terminate the rights of the holders of any licenses or sublicenses theretofore granted by Borrower, provided that such grant does not otherwise constitute an Event of Default.