Designs and Materials definition

Designs and Materials means all designs, discoveries, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, information and materials made, conceived or developed by you alone or with others that result from or that are made, conceived or developed in connection with the services you provide to the Company pursuant to this letter agreement. You hereby irrevocably transfer and assign to the Company any and all of your right, title and interest in and to Designs and Materials, including but not limited to all copyrights, patent rights, trade secrets, trademarks and moral rights. You agree: (a) to disclose promptly in writing to the Company all Designs and Materials; (b) to cooperate with and assist the Company to apply for, and to execute any applications and/or assignments to obtain, any patent, copyright, trademark or other legal protection for Designs and Materials in the Company’s name as the Company deems appropriate; and (c) to otherwise treat all Designs and Materials as “Confidential Information,” as defined below.

Designs and Materials means all designs, discoveries, inventions, products, computer programs, procedures, tooling, specifications, improvements, developments, business plans, drawings, notes, documents, information and materials made, conceived or developed by VLT alone or with others. VLT maintains that any and all Designs and Materials, copyrights, patent rights, trade marks, trade secrets, and other intellectual property or other rights developed, discovered, or obtained, in whole or in part, in connection with, or which otherwise refer or relate to, any of its Products (including Standard Products and Non-Standard Products), subsystems or information, sold or furnished to the Buyer, remains solely the property of VLT unless any such right is specifically designated in a writing signed by a duly authorized representative of VLT that it shall be released to the Buyer. VLT will have the sole right to determine the treatment of any Designs and Materials, copyrights, patent rights, trade marks, trade secrets, and other intellectual property or other rights, including the right to keep them as trade secrets, to file and execute patent applications on them, to use and disclose them without prior patent application, to file registrations for copyright or trademark on them in its own name, or to follow any other procedure that VLT deems appropriate. ▇▇▇▇▇ agrees that VLT has the right to defend, or at its option to settle and VLT agrees, at its own expense, to defend or at its option to settle, any claim, suit or proceeding brought against Buyer insofar as the same is based on any claim that the Product (except for equipment basically of Buyer’s specifications) shall in design or construction directly infringe any United States patent. VLT agrees to pay, subject to the limitations hereinafter set forth, any final judgment entered against ▇▇▇▇▇ on such claim in any such suit or proceeding defended by VLT. ▇▇▇▇▇ agrees that VLT at its sole option shall be relieved of the foregoing obligations unless Buyer notifies VLT promptly in writing within 14 days of Buyer’s notice of any such claim, suit, or proceeding, and gives VLT proper and full information and assistance to settle and/or to defend any such claim, suit or proceeding. If the Product, or any part thereof, furnished by VLT to Buyer becomes, or in the opinion of VLT may become, the subject of any claim suit or proceeding for infringement of any United States patent, or in the event of an adjudication that the Product or part in...

Designs and Materials means all written or other materials and tangible designs, products, computer programs, source codes, drawings, notes, documents, information and materials made or developed by the Supplier alone or with others for the Buyer that results from the Services and all IPR relating thereto.