Intellectual Property Rights Contract Clauses (414)
Grouped Into 9 Collections of Similar Clauses From Business Contracts
This page contains Intellectual Property Rights clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive's services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of autho...rship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, "Inventions"), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright and other intellectual property rights (collectively, "Proprietary Rights") of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive's right, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company and at the Company's sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company's exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and/or patent applications or assignments. To the extent Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 8(b) is subject to and shall not be deemed to limit, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the 11 Company's being Executive's employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company's sole cost and expense, Executive shall assist the Company in every proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. Executive shall execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify and deliver assignments of such Proprietary Rights to the Company or its designees. Executive's obligations under this Section 8 shall continue beyond the termination of Executive's employment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.View More
Intellectual Property Rights. (a) 10.1. The Executive acknowledges and agrees that the results and proceeds all writings, works of Executive's services for the Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, authorship, technology, inventions, discoveries, inventions, ideas, source and object codes, programs, matters of a literary..., musical, dramatic or otherwise creative nature, writings ideas and other works work product of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, nature whatsoever, that were made, developed, are created, prepared, produced, authored, conceived or reduced to practice or learned by Executive, either alone the Executive individually or jointly with others during the Term and relating in any way to the business or contemplated business of the Company (regardless of when or where prepared or whose equipment or other resources is used in preparing the same) and all printed, physical and electronic copies, all improvements, rights and claims related to the foregoing, and other tangible embodiments thereof (collectively, "Inventions"), shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of as well as any and all rights in and to copyrights, trade secret, patent, copyright secrets, trademarks (and related goodwill), patents and other intellectual property rights (collectively, "Proprietary Rights") of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity therein arising in any manner jurisdiction throughout the world and all related rights of priority under international conventions with respect thereto, including all pending and future applications and registrations therefor, and continuations, divisions, continuations-in-part, reissues, extensions and renewals thereof (collectively, "Intellectual Property Rights"), shall be the sole and exclusive property of the Company. The Executive acknowledges that, by reason of being employed by the Company determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue at the relevant times, to the Company under extent permitted by law, all of the immediately preceding sentence, then Inventions consisting of copyrightable subject matter is "work made for hire" as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by the Company. To the extent that the foregoing does not apply, the Executive hereby irrevocably assigns and agrees to assign any and all of the Company, for no additional consideration, the Executive's entire right, title and interest thereto, in and to all Inventions and Intellectual Property Rights therein, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, to the Company, and the Company shall have the right to use the same in perpetuity sue, counterclaim and recover for all past, present and future infringement, misappropriation or dilution thereof, and all rights corresponding thereto throughout the universe world. Nothing contained in this Agreement shall be construed to reduce or limit the Company's rights, title or interest in any manner determined by Inventions or Intellectual Property Rights so as to be less in any respect than that the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to would have had in the Company all information known to Executive concerning such Invention. (b) absence of this Agreement. 10.2. The Executive agrees that, from time to time, as may be requested by the Company and at the Company's sole cost and expense, the Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company's exclusive ownership throughout the United States of America or any other country of any and all Proprietary Intellectual Property Rights in any such Inventions, including the execution of appropriate copyright and/or patent applications or assignments. To the extent the Executive has any Proprietary Intellectual Property Rights in the Inventions that cannot be assigned in the manner described above, the Executive unconditionally and irrevocably waives the enforcement of such Proprietary Intellectual Property Rights. This Section 8(b) 10.2 is subject to and shall not be deemed to limit, restrict or constitute any waiver by the Company of any Proprietary Intellectual Property Rights of ownership to which the Company may be entitled by operation of law by virtue of the 11 Company's being the Executive's employer. The Executive further agrees that, from time to time, as may be requested by the Company and at the Company's sole cost and expense, the Executive shall assist the 10 Company in every proper and lawful way to obtain and from time to time enforce Proprietary Intellectual Property Rights relating to Inventions in any and all countries. To this end, the Executive shall execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Intellectual Property Rights and the assignment thereof. In addition, the Executive shall execute, verify verify, and deliver assignments of such Proprietary Intellectual Property Rights to the Company or its designees. The Executive's obligations under this Section 8 obligation to assist the Company with respect to Intellectual Property Rights relating to such Inventions in any and all countries shall continue beyond the termination of the Executive's employment with the Company. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.View More
Intellectual Property Rights. (a) Disclosure of Work Product. As used in this Agreement, the term "Work Product" means any invention, whether or not patentable, know-how, designs, mask works, trademarks, formulae, processes, manufacturing techniques, trade secrets, ideas, artwork, software or any copyrightable or patentable works. Executive agrees to disclose promptly in writing to Company, or any person designated by Company, all Work Product that is solely or jointly conceived, made, reduced to practice, or learned by Exec...utive in the course of any work performed for Company ("Company Work Product"). Executive agrees (a) to use Executive's best efforts to maintain such Company Work Product in trust and strict confidence; (b) not to use Company Work Product in any manner or for any purpose not expressly set forth in this Agreement; and (c) not to disclose any such Company Work Product to any third party without first obtaining Company's express written consent on a case-by-case basis. (b) Ownership of Company Work Product. Executive agrees that the results any and proceeds of Executive's services for the all Company (including, but not limited to, any trade secrets, products, services, processes, know-how, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental Work Product conceived, written, created or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, matters of a literary, musical, dramatic or otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived or first reduced to practice or learned by Executive, either alone or jointly with others (collectively, "Inventions"), shall be works-made-for-hire and in the Company performance of work under this Agreement shall be deemed "work for hire" under applicable law and shall be the sole owner throughout the universe and exclusive property of any and all trade secret, patent, copyright and other intellectual property rights (collectively, "Proprietary Rights") Company. Assignment of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company determines in its sole discretion, without any further payment to Work Product. Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and Company all of Executive's right, title and interest thereto, worldwide in and to the Company Work Product and all applicable intellectual property rights related to the Company Work Product, including without limitation, copyrights, trademarks, trade secrets, patents, moral rights, contract and licensing rights (the "Proprietary Rights"). Except as set forth below, Executive retains no rights to use the Company Work Product and agrees not to challenge the validity of Company's ownership in the Company Work Product. Executive hereby grants to Company a perpetual, non-exclusive, fully paid-up, royalty-free, irrevocable and world-wide right, with rights to sublicense through multiple tiers of sublicensees, to reproduce, make derivative works of, publicly perform, and display in any form or medium whether now known or later developed, distribute, make, use and sell any and all Proprietary Rights of whatsoever nature therein, whether Executive owned or not now controlled Work Product or hereafter known, existing, contemplated, recognized technology that Executive uses to complete the services and which is necessary for Company to use or developed, to the Company, and exploit the Company shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Work Product. (c) Assistance. Executive agrees that, from time to time, as may be requested by cooperate with Company or its designee(s), both during and after the Term, in the procurement and maintenance of Company's rights in Company Work Product and at the Company's sole cost and expense, Executive shall do any and all things that the Company may reasonably deem useful or desirable to establish or document the Company's exclusive ownership throughout the United States of America or execute, when requested, any other country documents deemed necessary by Company to carry out the purpose of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and/or patent applications or assignments. To the extent this Agreement. Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 8(b) is subject to and shall not be deemed to limit, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of the 11 Company's being Executive's employer. Executive further agrees that, from time to time, as may be requested by the Company and at the Company's sole cost and expense, Executive shall will assist the Company in every proper and lawful way to obtain obtain, and from time to time enforce enforce, United States and foreign Proprietary Rights relating to Inventions Company Work Product in any and all countries. Executive shall execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Executive's obligation to assist Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such with respect to Proprietary Rights relating to such Company Work Product in any and the assignment thereof. In addition, Executive shall execute, verify and deliver assignments of such Proprietary Rights to the Company or its designees. Executive's obligations under this Section 8 all countries shall continue beyond the termination of Executive's employment with this Agreement, but Company shall compensate Executive at a reasonable rate to be mutually agreed upon after such termination for the Company. (c) time actually spent by Executive at Company's request on such assistance. (d) Executive Representations and Warranties. Executive hereby waives represents and quitclaims warrants that: (i) Company Work Product will be an original work of Executive or all applicable third parties will have executed assignments of rights reasonably acceptable to Company; (ii) neither the Company Work Product nor any and all claims, element thereof will infringe the intellectual property rights of any nature whatsoever, that third party; (iii) neither the Company Work Product nor any element thereof will be subject to any restrictions or to any mortgages, liens, pledges, security interests, encumbrances or encroachments; (iv) Executive now will not grant, directly or may hereafter have for infringement indirectly, any rights or interest whatsoever in the Company Work Product to any third party; (v) Executive has full right and power to enter into and perform Executive's obligations under this Agreement without the consent of any Proprietary Rights assigned hereunder third party; (vi) Executive will use best efforts to prevent injury to any person (including employees of Company) or damage to property (including Company's property) during the Company. Term; and (vii) should Company Permit Executive to use any of Company's equipment, tools, or facilities during the Term, such permission shall be gratuitous and Executive shall be responsible for any injury to any person (including death) or damage to property (including Company's property) arising out of use of such equipment, tools or facilities. View More
Intellectual Property Rights. (a) Executive agrees that the results and proceeds of Executive's services for employment by the Company or its Subsidiaries or Affiliates (including, but not limited to, any trade secrets, products, services, processes, know-how, track record, designs, developments, innovations, analyses, drawings, reports, techniques, formulas, methods, developmental or experimental work, improvements, discoveries, inventions, ideas, source and object codes, programs, matters of a literary, musical, dramatic o...r otherwise creative nature, writings and other works of authorship) resulting from services performed while an employee of employed hereunder by the Company and any works in progress, whether or not patentable or registrable under copyright or similar statutes, that were made, developed, conceived or reduced to practice or learned by Executive, either alone or jointly with others (collectively, "Inventions"), shall be works-made-for-hire and the Company (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates) shall be deemed the sole owner throughout the universe of any and all trade secret, patent, copyright and other intellectual property rights (collectively, "Proprietary Rights") of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, with the right to use the same in perpetuity in any manner the Company Board determines in its sole discretion, without any further payment to Executive whatsoever. If, for any reason, any of such results and proceeds shall not legally be a work-made-for-hire work made-for-hire and/or there are any Proprietary Rights which do not accrue to the Company (or, as the case may be, any of its Subsidiaries or Affiliates) under the immediately preceding sentence, then Executive hereby irrevocably assigns and agrees to assign any and all of Executive's right, title and interest thereto, including any and all Proprietary Rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed, to the Company, Company (or, if applicable or as directed by the Board, any of its Subsidiaries or Affiliates), and the Company or such Subsidiaries or Affiliates shall have the right to use the same in perpetuity throughout the universe in any manner determined by the Company Board or such Subsidiaries or Affiliates without any further payment to Executive whatsoever. As to any Invention that Executive is required to assign, Executive shall promptly and fully disclose to the Company all information known to Executive concerning such Invention. (b) Executive agrees that, from time to time, as may be requested by the Company Board and at the Company's sole cost and expense, Executive shall do any and all reasonable and lawful things that the Company Board may reasonably deem useful or desirable to establish or document the Company's exclusive ownership throughout the United States of America or any other country of any and all Proprietary Rights in any such Inventions, including the execution of appropriate copyright and/or patent applications or assignments. To the extent Executive has any Proprietary Rights in the Inventions that cannot be assigned in the manner described above, Executive unconditionally and irrevocably waives the enforcement of such Proprietary Rights. This Section 8(b) 10(b) is subject to and shall not be deemed to limit, restrict or constitute any waiver by the Company of any Proprietary Rights of ownership to which the Company may be entitled by operation of law by virtue of Executive's employment by the 11 Company's being Executive's employer. Company. Executive further agrees that, from time to time, as may be requested by the Company Board and at the Company's sole cost and expense, Executive shall assist the Company in every reasonable, proper and lawful way to obtain and from time to time enforce Proprietary Rights relating to Inventions in any and all countries. To this end, Executive shall execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, and enforcing such Proprietary Rights and the assignment thereof. In addition, Executive shall execute, verify verify, and deliver assignments of such Proprietary Rights to the Company or its designees. Executive's obligations under this Section 8 obligation to provide reasonable assistance to the Company with respect to Proprietary Rights relating to such Inventions in any and all countries shall continue beyond the termination of Executive's employment with the Company. Term. (c) Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, that Executive now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company. View More
Intellectual Property Rights. The Company and its subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. The Company and its subsidiaries do not have any knowledge of any infringement by the Company or its subsidiaries of trademark, trade name r...ights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information by others and, except as set forth on Schedule 3, there is no claim, action or proceeding being made or brought against, or to the Company's knowledge, being threatened against, the Company or its subsidiaries regarding trademarks, trade name rights, patents, patent rights, inventions, copyrights, licenses, service names, service marks, service mark registrations, trade secrets or other.View More
Intellectual Property Rights. The Company and its subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. The Company and its subsidiaries do not have any knowledge of any infringement by the Company or its subsidiaries of trademark, trade name r...ights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information by others and, except as set forth on Schedule 3, 3(n), there is no claim, action or proceeding being made or brought against, or to the Company's knowledge, being threatened against, the Company or its subsidiaries regarding trademarks, trade name rights, patents, patent rights, inventions, copyrights, licenses, service names, service marks, service mark registrations, trade secrets or other. 8 9. Foreign Corrupt Practices Act. To the Company's knowledge, neither the Company, nor any director, officer, agent, employee or other person acting on behalf of the Company or any subsidiary has, in the course of acting for, or on behalf of, the Company, directly or indirectly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; directly or indirectly made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any similar treaties of the United States; or directly or indirectly made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government or party official or employee. View More
Intellectual Property Rights. The Company and its subsidiaries Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. Except as set forth in the SEC Documents, none of the Company's trademarks, trade names, service marks, service mark registrati...ons, service names, patents, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other intellectual property rights necessary to conduct its business as now or as proposed to be conducted have expired or terminated, or are expected to expire or terminate within two (2) years from the date of this Agreement. The Company and its subsidiaries Subsidiaries do not have any knowledge of any infringement by the Company or its subsidiaries Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information by others and, except as set forth on Schedule 3, in the SEC Documents, there is no claim, action or proceeding being made or brought against, or to the Company's knowledge, being threatened against, the Company or its subsidiaries Subsidiaries regarding trademarks, trademark, trade name rights, name, patents, patent rights, inventions, copyrights, licenses, invention, copyright, license, service names, service marks, service mark registrations, trade secrets secret or other. other infringement; and the Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and its Subsidiaries have taken commercially reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties. 15 13. ENVIRONMENTAL LAWS. The Company and its Subsidiaries (i) are, to the knowledge of the management and directors of the Company and its Subsidiaries, in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, 11 pollutants or contaminants ("Environmental Laws"); (ii) have, to the knowledge of the management and directors of the Company, received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance, to the knowledge of the management and directors of the Company, with all terms and conditions of any such permit, license or approval where, in each of the three (3) foregoing cases, the failure to so comply would have, individually or in the aggregate, a Material Adverse Effect. View More
Intellectual Property Rights. The Company and its subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. The Company and its subsidiaries do not have any knowledge of any infringement by the Company or its subsidiaries of trademark, trade name r...ights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information by others and, except as set forth on Schedule 3, there is no claim, action or proceeding being made or brought against, or to the Company's knowledge, being threatened against, the Company or its subsidiaries regarding trademarks, trade name rights, patents, patent rights, inventions, copyrights, licenses, service names, service marks, service mark registrations, trade secrets or other. 7 9. Foreign Corrupt Practices Act. To the Company's knowledge, neither the Company, nor any director, officer, agent, employee or other person acting on behalf of the Company or any subsidiary has, in the course of acting for, or on behalf of, the Company, directly or indirectly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; directly or indirectly made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or any similar treaties of the United States; or directly or indirectly made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government or party official or employee. View More
Intellectual Property Rights. The Executive acknowledges and agrees that all inventions, technology, processes, innovations, ideas, improvements, developments, methods, designs, analyses, trademarks, service marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reports and all similar, related, or derivative information or works (whether or not patentable or subject to copyright), including but not limited to all resulting patent applications, issued patents, copyrights, copyright applications ...and registrations, and trademark applications and registrations in and to any of the foregoing, along with the right to practice, employ, exploit, use, develop, reproduce, copy, distribute copies, publish, license, or create works derivative of any of the foregoing, and the right to choose not to do or permit any of the aforementioned actions, which relate to the Company or Affiliates' actual or anticipated Business, research and development or existing or future products or services and which are conceived, developed or made by the Executive while employed by the Company or an Affiliate (collectively, the "Work Product") belong to the Company. The Executive further acknowledges and agrees that to the extent relevant, this Agreement constitutes a "work for hire agreement" under the Copyright Act, and that any copyrightable work ("Creation") constitutes a "work made for hire" under the Copyright Act such that the Company is the copyright owner of the Creation. To the extent that any portion of the Creation is held not to be a "work made for hire" under the Copyright Act, the Executive hereby irrevocably assigns to the Company all right, title and interest in such Creation. All other rights to any new Work Product and all rights to any existing Work Product are also hereby irrevocably conveyed, assigned and transferred to the Company pursuant to this Agreement. The Executive will promptly disclose and deliver such Work Product to the Company and, at the Company's expense, perform all actions reasonably requested by the Company (whether during or after the Agreement Term) to establish, confirm and protect such ownership (including, without limitation, the execution of 7 assignments, copyright registrations, consents, licenses, powers of attorney and other instruments).View More
Intellectual Property Rights. The Executive acknowledges and agrees that all inventions, technology, processes, innovations, ideas, improvements, developments, methods, designs, analyses, trademarks, service marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reports and all similar, related, or derivative information or works (whether or not patentable or subject to copyright), including but not limited to all resulting patent applications, issued patents, copyrights, copyright applications ...and registrations, and trademark applications and registrations in and to any of the foregoing, along with the right to practice, employ, exploit, use, develop, reproduce, copy, distribute copies, publish, license, or create works derivative of any of the foregoing, and the right to choose not to do or permit any of the aforementioned actions, which relate to the Company Adtalem or Affiliates' actual or anticipated Business, research and development or existing or future products or services and which are conceived, developed or made by the Executive while employed by the Company Adtalem or an Affiliate (collectively, the "Work Product") belong to the Company. Adtalem. The Executive further acknowledges and agrees that to the extent relevant, this Agreement constitutes a "work for hire agreement" under the Copyright Act, and that any copyrightable work ("Creation") constitutes a "work made for hire" under the Copyright Act such that the Company Adtalem is the copyright owner of the Creation. To the extent that any portion of the Creation is held not to be a "work made for hire" under the Copyright Act, the Executive hereby irrevocably assigns to the Company Adtalem all right, title and interest in such Creation. All other rights to any new Work Product and all rights to any existing Work Product are also hereby irrevocably conveyed, assigned and transferred to the Company Adtalem pursuant to this Agreement. The Executive will promptly disclose and deliver such Work Product to the Company Adtalem and, at the Company's Adtalem's expense, perform all actions reasonably requested by the Company Adtalem (whether during or after the Agreement Term) Employment Period) to establish, confirm and protect such ownership (including, without limitation, the execution of 7 assignments, copyright registrations, consents, licenses, powers of attorney and other instruments). All Work Product made within six months after termination of the Executive's employment with Adtalem will be presumed to have been conceived during the Executive's employment with Adtalem, unless the Executive can prove conclusively that it was created after such termination. View More
Intellectual Property Rights. The Executive Employee acknowledges and agrees that all inventions, technology, processes, innovations, ideas, improvements, developments, methods, designs, analyses, trademarks, service marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reports and all similar, related, or derivative information or works (whether or not patentable or subject to copyright), including but not limited to all resulting patent applications, issued patents, copyrights, copyright appl...ications and registrations, trademarks, and trademark applications and registrations in and to any of the foregoing, along with the right to practice, employ, exploit, use, develop, reproduce, copy, distribute copies, publish, license, or create works derivative of any of the foregoing, and the right to choose not to do or permit any of the aforementioned actions, which relate to the Company Company's or Affiliates' any of its Subsidiaries' or affiliates' actual or anticipated Business, business, research and development or existing or future products or services and which are conceived, developed or made by the Executive Employee while employed by the Company and its Subsidiaries or an Affiliate any of their predecessors (collectively, the "Work Product") belong to the Company. The Executive further acknowledges and agrees that to Company or such Subsidiary. All Work Product created by Employee while employed by the extent relevant, this Agreement constitutes a "work for hire agreement" under the Copyright Act, and that Company or any copyrightable work ("Creation") constitutes a of its predecessors will be considered "work made for hire" under the Copyright Act such that hire," and as such, the Company is the copyright sole owner of the Creation. To the extent that any portion of the Creation is held not to be a "work made for hire" under the Copyright Act, the Executive hereby irrevocably assigns to the Company all right, title rights, title, and interest in such Creation. interests therein. All other rights to any new Work Product and all rights to any existing Work Product Product, including but not limited to all of Employee's rights to any copyrights or copyright registrations related thereto, are also hereby irrevocably conveyed, assigned and transferred to the Company pursuant to this Agreement. The Executive Employee will promptly disclose and deliver such Work Product to the Company and, at the Company's expense, perform all actions reasonably requested by the Company (whether during or after the Agreement Term) Employment Period) to establish, confirm and protect such ownership (including, without limitation, the execution of 7 assignments, copyright registrations, consents, licenses, powers of attorney and other instruments). View More
Intellectual Property Rights. The Executive Employee acknowledges and agrees that all inventions, technology, processes, innovations, ideas, improvements, developments, methods, designs, analyses, trademarks, service marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reports and all similar, related, or derivative information or works (whether or not patentable or subject to copyright), including but not limited to all resulting patent applications, issued patents, copyrights, copyright appl...ications and registrations, trademarks, and trademark applications and registrations in and to any of the foregoing, along with the right to practice, employ, exploit, use, develop, reproduce, copy, distribute copies, publish, license, or create works derivative of any of the foregoing, and the right to choose not to do or permit any of the aforementioned actions, which relate to the Company Company's or Affiliates' any of its Subsidiaries' or affiliates' actual or anticipated Business, business, research and development or existing or future products or services and which are conceived, developed or made by the Executive Employee while employed by the Company and its Subsidiaries or an Affiliate any of their predecessors (collectively, the "Work Product") belong to the Company. The Executive further acknowledges and agrees that to Company or such Subsidiary. All Work Product created by Employee while employed by the extent relevant, this Agreement constitutes a "work for hire agreement" under the Copyright Act, and that Company or any copyrightable work ("Creation") constitutes a of its predecessors will be considered "work made for hire" under the Copyright Act such that hire," and as such, the Company is the copyright sole owner of the Creation. To the extent that any portion of the Creation is held not to be a "work made for hire" under the Copyright Act, the Executive hereby irrevocably assigns to the Company all right, title rights, title, and interest in such Creation. interests therein. All other rights to any new Work Product and all rights to any existing Work Product Product, including but not limited to all of Employee's rights to any copyrights or copyright registrations related thereto, are also hereby irrevocably conveyed, assigned and transferred to the Company pursuant to this Agreement. The Executive Employee will promptly disclose and deliver such Work Product to the Company and, at the Company's expense, perform all actions reasonably requested by the Company (whether during or after the Agreement Term) Employment Period) to establish, confirm and protect such ownership (including, without limitation, the execution of 7 assignments, copyright registrations, consents, licenses, powers of attorney and other instruments). View More
Intellectual Property Rights. Executive acknowledges and agrees that all concepts, writings and proposals submitted to and accepted by MDC ("Intellectual Property") which relate to the business of MDC and which have been conceived or made by him during the period of his employment, either alone or with others, are the sole and exclusive property of MDC. As of the date hereof, Executive hereby assigns in favor of MDC all the Intellectual Property covered hereby. On or subsequent to the date hereof, Executive shall execute any... and all other papers and lawful documents required or necessary to vest sole rights, title and interest in MDC or its nominee of the Intellectual Property.View More
Intellectual Property Rights. Executive acknowledges and agrees that all concepts, writings and proposals submitted to and accepted by MDC ("Intellectual Property") which relate to the business of MDC 3 and which have been conceived or made by him during the period of his employment, either alone or with others, are the sole and exclusive property of MDC. As of the date hereof, Executive hereby assigns in favor of MDC all the Intellectual Property covered hereby. On or subsequent to the date hereof, Executive shall execute a...ny and all other papers and lawful documents required or necessary to vest sole rights, title and interest in the MDC or its nominee of the Intellectual Property. View More
Intellectual Property Rights. A. Manufacturer's Marks. Subject to the terms and conditions of this Agreement, during the term of this Agreement, Manufacturer hereby grants to Distributor a revocable, sublicensable, non-transferable, non-exclusive, limited license to use Manufacturer's logos, trademarks, and trade names, together with all branding and marketing materials created by or on behalf of Manufacturer in connection with the Products, and the domain www.bidivapor.com (collectively the "Manufacturer IP"), solely in con...nection with the marketing, advertisement, and sale of the Products. Such license shall immediately terminate upon the expiration or termination of this Agreement. Distributor shall strictly comply with all standards of use for the Manufacturer IP and must at all times display appropriate trademark and copyright notices as instructed by Manufacturer. Distributor acknowledges and agrees that the Manufacturer IP and other intellectual property provided to Distributor by Manufacturer, if any, are the sole and exclusive property of Manufacturer. Distributor shall not acquire any right, title, or interest under this Agreement in any patent, copyright, Manufacturer IP, or other intellectual property right of any kind of Manufacturer. No implied license, patent, copyright, or other intellectual property right of Manufacturer is granted under this Agreement or otherwise. During the term of this Agreement and thereafter, Distributor shall not do anything that will in any manner infringe, impeach, dilute, or lessen the value of the Manufacturer IP, patents, copyrights, or other intellectual property of Manufacturer or the goodwill associated therewith or that will tend to prejudice the reputation of the Manufacturer or the sale of any Products. 5 B. Distributor Marks. Subject to the terms and conditions of this Agreement, during the term of this Agreement, Distributor hereby grants Manufacturer a non-exclusive, royalty free license to use Distributor's logos, trademarks, and trade names (the "Distributor Marks") on Manufacturer's web sites and marketing materials. Such license shall immediately terminate upon the expiration or termination of this Agreement. Manufacturer shall strictly comply with all standards of use for the Distributor Marks and must at all times display appropriate trademark and copyright notices as instructed by Distributor. Manufacturer acknowledges and agrees that the Distributor Marks and other intellectual property provided to Manufacturer by Distributor, if any, are the sole and exclusive property of Distributor. Manufacturer shall not acquire any right, title, or interest under this Agreement in any patent, copyright, Distributor Marks, or other intellectual property right of any kind of Distributor. No implied license, patent, copyright, or other intellectual property right of Distributor is granted under this Agreement or otherwise. During the term of this Agreement and thereafter, Manufacturer shall not do anything that will in any manner infringe, impeach, dilute, or lessen the value of the Distributor Marks, patents, copyrights, or other intellectual property of Distributor or the goodwill associated therewith or that will tend to prejudice the reputation of the Distributor.View More
Intellectual Property Rights. A. Manufacturer's Manufacturer' Marks. Subject to the terms and conditions of this Agreement and the Distribution Agreement, during the term of this Agreement, Manufacturer Distributor hereby grants to Distributor Sub-Distributor a revocable, sublicensable, non-transferable, non-exclusive, limited license to use Manufacturer's logos, trademarks, and trade names, together with all branding and marketing materials created by or on behalf of Manufacturer in connection with the Products, and the dom...ain www.bidivapor.com Products (collectively the "Manufacturer IP"), solely in connection with the marketing, advertisement, advertisement and sale of the Products. Products to Authorized Customers. Such license shall immediately terminate upon the expiration or termination of this Agreement. Distributor Sub-Distributor shall strictly comply with all standards of use for the Manufacturer IP and must at all times display appropriate trademark and copyright notices as instructed by Manufacturer. Distributor Distributor. Sub-Distributor acknowledges and agrees that the Manufacturer IP and other intellectual property provided to Distributor Sub-Distributor by Manufacturer, Distributor, if any, are the sole and exclusive property of Manufacturer. Distributor Manufacturer and/or Distributor, as applicable. Sub-Distributor shall not acquire any right, title, title or interest under this Agreement in any patent, copyright, Manufacturer IP, IP or other intellectual property right of any kind of Manufacturer. either Manufacturer or Distributor. No implied license, patent, copyright, copyright or other intellectual property right of Manufacturer or Distributor is granted under this Agreement or otherwise. During the term of this Agreement and thereafter, Sub-Distributor shall not do anything that will in any manner infringe, impeach, dilute or lessen the value of the Manufacturer IP, patents, copyrights or other intellectual property of either Manufacturer or Distributor or the goodwill associated therewith or that will tend to prejudice the reputation of the Manufacturer or Distributor or the sale of any Products. 5 B. Sub-Distributor Marks. Subject to the terms and conditions of this Agreement, during the term of this Agreement, Sub-Distributor hereby grants Distributor a non-exclusive, royalty free license to use Sub-Distributor's logos, trademarks, and trade names (the "Sub-Distributor Marks") on Distributor's web sites and marketing materials. Such license shall immediately terminate upon the expiration or termination of this Agreement. Distributor shall strictly comply with all standards of use for the Sub-Distributor Marks and must at all times display appropriate trademark and copyright notices as instructed by Sub-Distributor. Distributor acknowledges and agrees that the Sub-Distributor Marks and other intellectual property provided to Distributor by Sub-Distributor, if any, are the sole and exclusive property of Sub-Distributor. Distributor shall not acquire any right, title or interest under this Agreement in any patent, copyright, Sub-Distributor Marks or other intellectual property right of any kind of Sub-Distributor. No implied license, patent, copyright or other intellectual property right of Sub-Distributor is granted under this Agreement or otherwise. During the term of this Agreement and thereafter, Distributor shall not do anything that will in any manner infringe, impeach, dilute, dilute or lessen the value of the Manufacturer IP, Sub-Distributor Marks, patents, copyrights, copyrights or other intellectual property of Manufacturer Sub-Distributor or the goodwill associated therewith or that will tend to prejudice the reputation of the Manufacturer or the sale of any Products. 5 B. Distributor Marks. Subject to the terms and conditions of this Agreement, during the term of this Agreement, Distributor hereby grants Manufacturer a non-exclusive, royalty free license to use Distributor's logos, trademarks, and trade names (the "Distributor Marks") on Manufacturer's web sites and marketing materials. Such license shall immediately terminate upon the expiration or termination of this Agreement. Manufacturer shall strictly comply with all standards of use for the Distributor Marks and must at all times display appropriate trademark and copyright notices as instructed by Distributor. Manufacturer acknowledges and agrees that the Distributor Marks and other intellectual property provided to Manufacturer by Distributor, if any, are the sole and exclusive property of Distributor. Manufacturer shall not acquire any right, title, or interest under this Agreement in any patent, copyright, Distributor Marks, or other intellectual property right of any kind of Distributor. No implied license, patent, copyright, or other intellectual property right of Distributor is granted under this Agreement or otherwise. During the term of this Agreement and thereafter, Manufacturer shall not do anything that will in any manner infringe, impeach, dilute, or lessen the value of the Distributor Marks, patents, copyrights, or other intellectual property of Distributor or the goodwill associated therewith or that will tend to prejudice the reputation of the Distributor. Sub-Distributor. View More
Intellectual Property Rights. A. Manufacturer's Marks. Subject Unless otherwise directed by Product Owner, Products shall bear and shall be shipped in packaging bearing Manufacturer's logos, trademarks, and trade names, and shall be accompanied by branding and marketing materials created by or on behalf of Manufacturer. Manufacturer shall give Product Owner ninety (90) days' notice of Manufacturer's intent to change the terms containers or packaging for Products or the logos, trademarks, and conditions of this Agreement, dur...ing trade names, and branding and marketing materials used in connection with the term of this Agreement, Products. Manufacturer hereby grants to Distributor Product Owner a revocable, sublicensable, non-transferable, non-exclusive, limited license to use Manufacturer's logos, trademarks, and trade names, together with all branding and marketing materials created by or on behalf of Manufacturer in connection with the Products, and the domain www.bidivapor.com (collectively the "Manufacturer IP"), solely in connection with the marketing, advertisement, advertisement and sale of the Products. Such license shall immediately terminate upon the expiration or termination of this Agreement. Distributor Product Owner shall strictly comply with all standards of use for the Manufacturer IP and must at all times display appropriate trademark and copyright notices as instructed by Manufacturer. Distributor Product Owner acknowledges and agrees that the Manufacturer IP and other intellectual property provided to Distributor Product Owner by Manufacturer, if any, are the sole and exclusive property of Manufacturer. Distributor Product Owner shall not acquire any right, title, title or interest under this Agreement in any patent, copyright, Manufacturer IP, IP or other intellectual property right of any kind of Manufacturer. No implied license, patent, copyright, copyright or other intellectual property right of Manufacturer is granted under this Agreement or otherwise. During the term of this Agreement and thereafter, Distributor Product Owner shall not do anything that will in any manner infringe, impeach, dilute, dilute or lessen the value of the Manufacturer IP, patents, copyrights, copyrights or other intellectual property of Manufacturer or the goodwill associated therewith or that will tend to prejudice the reputation of the Manufacturer or the sale of any Products. 5 B. Distributor Marks. Subject to the terms and conditions of this Agreement, during the term of this Agreement, Distributor hereby grants Manufacturer a non-exclusive, royalty free license to use Distributor's logos, trademarks, and trade names (the "Distributor Marks") on Manufacturer's web sites and marketing materials. Such license shall immediately terminate upon the expiration or termination of this Agreement. Manufacturer shall strictly comply with all standards of use for the Distributor Marks and must at all times display appropriate trademark and copyright notices as instructed by Distributor. Manufacturer acknowledges and agrees that the Distributor Marks and other intellectual property provided to Manufacturer by Distributor, if any, are the sole and exclusive property of Distributor. Manufacturer shall not acquire any right, title, or interest under this Agreement in any patent, copyright, Distributor Marks, or other intellectual property right of any kind of Distributor. No implied license, patent, copyright, or other intellectual property right of Distributor is granted under this Agreement or otherwise. During the term of this Agreement and thereafter, Manufacturer shall not do anything that will in any manner infringe, impeach, dilute, or lessen the value of the Distributor Marks, patents, copyrights, or other intellectual property of Distributor or the goodwill associated therewith or that will tend to prejudice the reputation of the Distributor.View More
Intellectual Property Rights. The Parties agree that the Intellectual Property Rights in any way contained in the Product(s), made, conceived or developed by Bitmain and/or its Affiliates for the Product(s) under this Agreement and/or, achieved, derived from, related to, connected with the provision of the Product(s) by Bitmain and/or acquired by Bitmain from any other person in performance of this Agreement shall be the exclusive property of Bitmain and/or its Affiliates. 11.2. Notwithstanding anything to the contrary herei...n, all Intellectual Property Rights in the Product(s) shall remain the exclusive property of Bitmain and/or its licensors. Except for licenses explicitly identified in Bitmain's Shipping Confirmation or in this Clause 11.2, no rights or licenses are expressly granted, or implied, whether by estoppel or otherwise, in respect of any Intellectual Property Rights of Bitmain and/or its Affiliates or any Intellectual Property residing in the Product(s) provided by Bitmain to the Purchaser, including in any documentation or any data furnished by Bitmain. Bitmain grants the Purchaser a non-exclusive, non-transferrable, royalty- free and irrevocable license of Bitmain and/or its Affiliates' Intellectual Property Rights to solely use the Product(s) delivered by Bitmain to the Purchaser for their ordinary function, and subject to the Clauses set forth herein. The Purchaser shall in no event violate the Intellectual Property Rights of Bitmain and/or its licensors. 11.3. The Purchaser shall not illegally use or infringe the Intellectual Property Rights of the Product in any other measure. Otherwise, Bitmain shall have the right to request the Purchaser to take immediate remedial measures and assume full responsibilities, including but not limited to ceasing the infringement immediately, eliminating the impact, and compensating Bitmain and/or its suppliers for all losses arising out of the infringement, etc. 11.4. The Purchaser shall not use any technical means to disassemble, mapping or analyze the Products of Bitmain that the Purchaser obtains publicly to retrieve relevant technical information of the Products and use it for commercial purposes. Otherwise, The Purchaser shall be liable for losses caused to Bitmain in accordance with Clause 11.3. 15 / 27 11.5. If applicable, payment by the Purchaser of non-recurring charges to Bitmain for any special designs, or engineering or production materials required for Bitmain's performance of Orders for customized Product(s), shall not be construed as payment for the assignment from Bitmain to the Purchaser of title to the design or special materials. Bitmain shall be the sole owner of such special designs, engineering or production materials.View More
Intellectual Property Rights. The Parties agree that the Intellectual Property Rights in any way contained in the Product(s), made, conceived or developed by Bitmain and/or its Affiliates for the Product(s) under this Agreement and/or, achieved, derived from, related to, connected with the provision of the Product(s) by Bitmain and/or acquired by Bitmain from any other person in performance of this Agreement shall be the exclusive property of Bitmain and/or its Affiliates. 11.2. Notwithstanding anything to the contrary herei...n, all Intellectual Property Rights in the Product(s) shall remain the exclusive property of Bitmain and/or its licensors. Except for licenses explicitly identified in Bitmain's Shipping Confirmation or in this Clause 11.2, no rights or licenses are expressly granted, or implied, whether by estoppel or otherwise, in respect of any Intellectual Property Rights of Bitmain and/or its Affiliates or any Intellectual Property residing in the Product(s) provided by Bitmain to the Purchaser, including in any documentation or any data furnished by Bitmain. Bitmain grants the Purchaser a non-exclusive, non-transferrable, royalty- free royalty-free and irrevocable license of Bitmain and/or its Affiliates' Intellectual Property Rights to solely use the Product(s) delivered by Bitmain to the Purchaser for their ordinary function, and subject to the Clauses set forth herein. The Purchaser shall in no event violate the Intellectual Property Rights of Bitmain and/or its licensors. 11.3. The Purchaser shall not illegally use or infringe the Intellectual Property Rights of the Product in any other measure. Otherwise, Bitmain shall have the right to request the Purchaser to take immediate remedial measures and assume full responsibilities, including but not limited to ceasing the infringement immediately, eliminating the impact, and compensating Bitmain and/or its suppliers for all losses arising out of the infringement, etc. 11.4. The Purchaser shall not use any technical means to disassemble, mapping or analyze the Products of Bitmain that the Purchaser obtains publicly to retrieve relevant technical information of the Products and use it for commercial purposes. Otherwise, The Purchaser shall be liable for losses caused to Bitmain in accordance with Clause 11.3. 15 / 27 11.5. If applicable, payment by the Purchaser of non-recurring charges to Bitmain for any special designs, or engineering or production materials required for Bitmain's performance of Orders for customized Product(s), shall not be construed as payment for the assignment from Bitmain to the Purchaser of title to the design or special materials. Bitmain shall be the sole owner of such special designs, engineering or production materials. 14/26 12. Confidentiality and Communications 12.1. All information concerning this Agreement and matters pertaining to or derived from the provision of Product(s) pursuant to this Agreement between the Parties, whether in oral or written form, or in the form of drawings, computer programs or other, as well as all data derived therefrom ("Confidential Information"), shall be deemed to be confidential and, as such, may not be divulged to any unauthorized person. The Purchaser undertakes and agrees to take all reasonable and practicable steps to ensure and protect the confidentiality of the Confidential Information which cannot be passed, sold, traded, published or disclosed to any unauthorized person. View More
Intellectual Property Rights. The Parties agree that the Intellectual Property Rights in any way contained in the Product(s), made, conceived or developed by Bitmain and/or its Affiliates for the Product(s) under this Agreement and/or, achieved, derived from, related to, connected with the provision of the Product(s) by Bitmain and/or acquired by Bitmain from any other person in performance of this Agreement shall be the exclusive property of Bitmain and/or its Affiliates. 11.2. 9.2. Notwithstanding anything to the contrary ...herein, all Intellectual Property Rights in the Product(s) shall remain the exclusive property of Bitmain and/or its licensors. Except for licenses explicitly identified in Bitmain's Shipping Confirmation delivery confirmation or in this Clause 11.2, 9.2, no rights or licenses are expressly granted, or implied, whether by estoppel or otherwise, in respect of any Intellectual Property Rights of Bitmain and/or its Affiliates or any Intellectual Property residing in the Product(s) provided by Bitmain to the Purchaser, including in any documentation or any data furnished by Bitmain. Bitmain Crypt grants the Purchaser a non-exclusive, non-transferrable, royalty- free royalty-free and irrevocable license sublicense of Bitmain and/or its Affiliates' Intellectual Property Rights to solely use the Product(s) delivered by Bitmain to the Purchaser for their ordinary function, and subject to the Clauses set forth herein. The Purchaser shall in no event knowingly violate the Intellectual Property Rights of Bitmain and/or its licensors. 11.3. 9.3. The Purchaser shall not illegally use or infringe the Intellectual Property Rights of the Product in any other measure. Otherwise, Bitmain Crypt shall have the right to request the Purchaser to take immediate remedial measures and assume full responsibilities, including but not limited to ceasing the infringement immediately, eliminating the impact, and compensating Bitmain Crypt and/or its suppliers for all losses arising out of the illegal use or infringement, etc. 11.4. 9.4. The Purchaser shall not use any technical means to disassemble, mapping or analyze the Products of Bitmain that the Purchaser obtains publicly publicly, and shall not reverse engineer or otherwise attempt to derive or obtain information about the function, manufacture or operation of the Products, to retrieve relevant technical information of the Products and use it for commercial purposes. Otherwise, The Purchaser shall be liable for losses caused to Bitmain Crypt in accordance with Clause 11.3. 15 9.3. PAGE 10 / 27 11.5. If applicable, payment by PAGE 10 / 27 ACTIVE/113512750.2 10. Confidentiality and Communications 10.1. All information concerning this Agreement and matters pertaining to or derived from the Purchaser provision of non-recurring charges Product(s) pursuant to Bitmain for any special designs, this Agreement between the Parties, whether in oral or engineering written form, or production materials required for Bitmain's performance in the form of Orders for customized Product(s), drawings, computer programs or other, as well as all data derived therefrom ("Confidential Information"), shall be deemed to be confidential and, as such, may not be construed as payment for divulged to any unauthorized person. The Purchaser undertakes and agrees to take all reasonable and practicable steps to ensure and protect the assignment from Bitmain confidentiality of the Confidential Information which cannot be passed, sold, traded, published or disclosed to the Purchaser of title to the design or special materials. Bitmain shall be the sole owner of such special designs, engineering or production materials. any unauthorized person. View More
Intellectual Property Rights. 8.1. Pre-existing IP. Subject only to the rights expressly granted to the other Party under this Agreement, each Party shall retain all rights, title and interests in and to any Intellectual Property Rights that are owned, licensed or sublicensed by such Party prior to or independent of this Agreement. 8.2. Patent Prosecution. 8.2.1. Patent Prosecution and Maintenance. Subject to Pfizer's rights set forth in Section 8.2.2 below, and immediately upon Pfizer's transfer of the documentation related... to the Licensed ADC Patent Rights in accordance with Schedule 4, Pyxis will be responsible for filing, prosecuting (including in connection with any reexaminations, oppositions and the like) and maintaining the Licensed ADC Patent Rights in the Territory and in Pfizer's name at Pyxis's own cost and expense using lead patent counsel and annuity service provider, each to be identified by Pyxis in writing to Pfizer on or prior to the Effective Date, to prepare, file, prosecute and maintain the Licensed ADC Patent Rights. Pyxis will select additional qualified patent counsel and foreign agents as necessary, in each case reasonably acceptable to Pfizer, within [***] after the Effective Date. During the Term, Pyxis will provide notice of any substitution of such counsel, foreign agents or annuity service within [***] after such substitution. Before each submission is filed, Pyxis will provide Pfizer a reasonable opportunity to review and comment on proposed submissions to any patent office and reasonably consider any comments provided by Pfizer to Pyxis. Pyxis will keep Pfizer reasonably informed of the status of the Licensed ADC Patent Rights by timely providing Pfizer copies of significant communications relating to such Licensed ADC Patent Rights that are received from any patent office or patent counsel of record or foreign associate. Pfizer will continue to file, prosecute and maintain the Licensed Platform Patent Rights. 8.2.2. Assistance. Pfizer will provide reasonable assistance to Pyxis, at Pyxis's expense, in connection with the filing, prosecution and maintenance of the Licensed ADC Patent Rights, where such assistance shall include providing access to relevant persons and executing documentation reasonably requested by Pyxis. 8.2.3. Failure to Prosecute or Maintain. In the event Pyxis elects to forgo filing, prosecution or maintenance of the Licensed ADC Patent Rights, Pyxis shall notify Pfizer of such election at least [***] prior to any filing or payment due date, or any other due date that requires action ("Election Notice"). Upon receipt of an Election Notice, Pfizer shall be entitled, upon written notice to Pyxis, at its sole discretion and expense, to file or to continue the prosecution or maintenance of such Patent Right in such country in Pfizer's name using counsel of its own choice and at its own expense, in which case, as of the date Pyxis provides Pfizer such Election Notice, the license granted in Section 3.1.1 with respect to such patent rights shall become non-exclusive and non-sublicensable (to the extent Pyxis has not sublicensed such Patent Right prior to providing such Election Notice), and Pyxis will have no further rights in respect of the filing, maintenance or enforcement of such Patent Right.View More
Intellectual Property Rights. 8.1. Pre-existing 7.1.Pre-existing IP. Subject only to the rights expressly granted to the other Party under this Agreement, each Party shall retain all rights, title and interests in and to any Intellectual Property Rights that are owned, licensed or sublicensed by such Party prior to or independent of this Agreement. 8.2. Patent 7.2.Patent Prosecution. 8.2.1. Patent 7.2.1.Patent Prosecution and Maintenance. Subject (a)Subject to Pfizer's rights set forth in Section 8.2.2 7.2.3 below, and immed...iately upon Pfizer's transfer of the documentation related to the Licensed ADC Patent Rights in accordance with Schedule 4, 3, Pyxis will be responsible for filing, prosecuting (including in connection with any reexaminations, oppositions and the like) and maintaining the Licensed ADC Patent Rights in the Territory and in Pfizer's name at Pyxis's own cost and expense using lead patent counsel and annuity service provider, each to be identified by Pyxis in writing to Pfizer on or prior to the Agreement Effective Date, to prepare, file, prosecute and maintain the Licensed ADC Patent Rights. Pyxis will select additional qualified patent counsel and foreign agents as necessary, in each case reasonably acceptable to Pfizer, within [***] after the Agreement Effective Date. During (b)Pfizer will continue to file, prosecute and maintain the Term, Pyxis Licensed Platform Patent Rights. At Pyxis's reasonable request, [***], Pfizer will provide notice a patent family status report of any substitution of such counsel, foreign agents or annuity service within [***] after such substitution. Before each submission is filed, Licensed Platform Patent Rights. [***], Pfizer will use reasonable efforts to keep Pyxis will provide Pfizer a reasonable opportunity to review and comment on proposed submissions to any patent office and reasonably consider any comments provided by Pfizer to Pyxis. Pyxis will keep Pfizer reasonably informed of the status of the such Licensed ADC Platform Patent Rights by timely promptly providing Pfizer Pyxis copies of significant communications relating to such Licensed ADC Platform Patent Rights that are received from any patent office or patent counsel of record or foreign associate. and/or instructing patent counsel to do so on Pfizer's behalf. Upon receipt of such communications, Pyxis shall have [***] to provide Pfizer will continue with any comments with regard to file, prosecute and maintain the such communications. [***]. If Pfizer decides to abandon any Licensed Platform Patent Rights. 8.2.2. Assistance. Rights [***], Pfizer shall inform Pyxis in writing, Pyxis will have [***] to notify Pfizer in writing if Pyxis wishes to take over the filing, prosecution and maintenance of such Licensed Platform Patent Rights, and Pyxis will be responsible for the same at Pyxis's own cost and expenses immediately upon such written notice. 7.2.2.Assistance. Pfizer will provide reasonable assistance to Pyxis, at Pyxis's expense, in connection with the filing, prosecution and maintenance of the Licensed ADC Patent Rights, where such assistance shall include providing access to relevant persons and executing documentation reasonably requested by Pyxis. 8.2.3. Failure 7.2.3.Failure to Prosecute or Maintain. In the event Pyxis elects to forgo filing, prosecution or maintenance of the Licensed ADC Patent Rights, Pyxis shall notify Pfizer of such election at least [***] prior to any filing or payment due date, or any other due date that requires action ("Election Notice"). Upon receipt of an Election Notice, Pfizer shall be entitled, upon written notice to Pyxis, at its sole discretion and expense, to file or to continue the prosecution 22 or maintenance of such Patent Right in such country in Pfizer's name using counsel of its own choice and at its own expense, in which case, as of the date Pyxis provides Pfizer such Election Notice, the applicable license granted in Section 3.1.1 2.2.1 with respect to such patent rights shall become non-exclusive and non-sublicensable (to the extent Pyxis has not sublicensed such Patent Right prior to providing such Election Notice), and Pyxis will have no further rights in respect of the filing, maintenance or enforcement of such Patent Right. View More
Intellectual Property Rights. a. The Company is and shall be, the sole and exclusive owner of all right, title, and interest throughout the world in and to all the results and proceeds of the Services performed under this Agreement (collectively, the "Deliverables"), including all patents, copyrights, trademarks, trade secrets, and other intellectual property rights (collectively "Intellectual Property Rights") therein. You agree that the Deliverables are hereby deemed a "work made for hire" as defined in 17 U.S.C. § 101 for... the Company. If, for any reason, any of the Deliverables do not constitute a "work made for hire," you hereby irrevocably assign to the Company, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein. b. Any assignment of copyrights under this Agreement includes all rights of paternity, integrity, disclosure, and withdrawal and any other rights that may be known as "moral rights" (collectively, "Moral Rights"). You hereby irrevocably waive, to the extent permitted by applicable law, any and all claims you may now or hereafter have in any jurisdiction to any Moral Rights with respect to the Deliverables. c. You shall make full and prompt disclosure to the Company of any inventions or processes, as such terms are defined in 35 U.S.C. § 100 (the "Patent Act"), made or conceived by you alone or with others during the Term, related in any way to the Services described herein, whether or not such inventions or processes are patentable or protected as trade secrets and whether or not such inventions or processes are made or conceived during normal working hours or on the premises of the Company. You shall not disclose to any third party the nature or details of any such inventions or processes without the prior written consent of the Company. Any patent or copyright applications relating to the Services, related to trade secrets of the Company or which relate to tasks assigned to you by the Company, that you may file within one year after expiration or termination of this Agreement, shall belong to the Company, and you hereby assign same to the Company, as having been conceived or reduced to practice during the Term of this Agreement. d. Upon the request of the Company, you shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist the Company to prosecute, register, perfect, record, or enforce its rights in any Deliverables. In the event the Company is unable, after reasonable effort, to obtain your signature on any such documents, you hereby irrevocably designate and appoint the Company as your agent and attorney-in-fact, to act for and on your behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other intellectual property protection related to the Deliverables with the same legal force and effect as if you had executed them. You agree that this power of attorney is coupled with an interest. e. You have no right or license to use, publish, reproduce, prepare derivative works based upon, distribute, perform, or display any Deliverables. You have no right or license to use the Company's trademarks, service marks, trade names, trade names, logos, symbols, or brand names. f. If applicable, you shall require each of your employees and contractors to execute written agreements securing for the Company the rights provided for in this Section 5 prior to such employee or contractor providing any Services under this Agreement.View More
Intellectual Property Rights. a. 5.1 The Company is and shall be, the sole and exclusive owner of all right, title, and interest throughout the world in and to all the results and proceeds of the Services performed under this Agreement (collectively, the "Deliverables"), including all patents, copyrights, trademarks, trade secrets, and other intellectual property rights (collectively "Intellectual Property Rights") therein. Rights"). You agree that the Deliverables are hereby deemed a "work made for hire" as defined in 17 U....S.C. § 101 for the Company. If, for any reason, any of the Deliverables do not constitute a "work made for hire," you hereby irrevocably assign to the Company, in each case without additional consideration, all right, title, and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein. b. Rights. 5.2 Any assignment of copyrights under this Agreement includes all rights of paternity, integrity, disclosure, and withdrawal and any other rights that may be known as "moral rights" (collectively, "Moral Rights"). You hereby irrevocably waive, to the extent permitted by applicable law, any and all claims you may now or hereafter have in any jurisdiction to any Moral Rights with respect to the Deliverables. c. 5.3 You shall make full and prompt disclosure to the Company of any inventions or processes, as such terms are defined in 35 U.S.C. § 100 (the "Patent Act"), made or conceived by you alone or with others during the Term, related in any way to the Services described herein, described, whether or not such inventions or processes are patentable or protected as trade secrets and whether or not such inventions or processes are made or conceived during normal working hours or on the premises of the Company. You shall not disclose to any third party the nature or details of any such inventions or processes without the prior written consent of the Company. Any patent or copyright applications relating to the Services, related to trade secrets of the Company Company, or which relate related to tasks assigned to you by the Company, Company that you may file within one year after expiration or termination of this Agreement, shall belong to the Company, and you hereby assign the same to the Company, as having been conceived or reduced to practice during the Term of this Agreement. d. Term. 1800 NEWPORT CIRCLE, SANTA ANA, CA 92705 l 888.920.5874 l WWW.KUSHBOTTLES.COM 5.4 Upon the request of the Company, you shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist the Company to prosecute, register, perfect, record, or enforce its rights in any Deliverables. In Any fees or expenses incurred for such actions shall be the event responsibility of the Company is unable, after reasonable effort, to obtain your signature on any such documents, you hereby irrevocably designate and appoint the Company as your agent and attorney-in-fact, to act for and on your behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other intellectual property protection related to the Deliverables with the same legal force and effect as if you had executed them. You agree that this power of attorney is coupled with an interest. e. Company. 5.5 You have no right or license to use, publish, reproduce, prepare derivative works based upon, on, distribute, perform, or display any Deliverables. You have no right or license to use the Company's trademarks, service marks, trade names, trade names, logos, symbols, or brand names. f. If applicable, you shall require each names without the written consent of your employees and contractors to execute written agreements securing for the Company the rights provided for in this Section 5 prior to such employee or contractor providing any Services under this Agreement. Company. View More
Intellectual Property Rights. (a) To the maximum extent allowed by law, all Intellectual Property (as hereinafter defined) created or developed by the Executive (whether alone or jointly with others) in the course of his services or outside the course of his duties but relating to the business of the Company shall belong to the Company absolutely. In consideration of the Base Salary, the Bonus, and all other compensation to be paid to the Executive by the Company as set forth in this Agreement, the Executive hereby assigns t...o the Company all his right, title and interest in such Intellectual Property (whether now existing or brought into being in the future) to the maximum extent allowed by law, undertakes to do everything necessary during and after the term of this Agreement to vest all right, title and interest in such Intellectual Property in the Company or its nominee, and irrevocably and unconditionally waives any moral rights or similar rights that he may have, so far as permitted by law, in exchange for reasonable compensation to be paid by the Company in accordance with the Company's relevant rules and regulations (if any) or the applicable laws of Korea. (b) As used in this Section, the term "Intellectual Property" means trademarks, service marks, trade names, domain names, logos, get-up, patents, inventions, registered and unregistered design rights, copyrighted works, database rights, and all other similar rights and works in any part of the world (including know-how), including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations. 7 13. Reasonableness of Covenants. The Executive acknowledges and agrees that the terms and conditions, geographic scope, and period of duration of the restrictive covenants contained in Sections 9, 10, 11, and 12 above are both fair and reasonable and that the interests sought to be protected by the Company are legitimate business interests entitled to be protected.View More
Intellectual Property Rights. (a) To the maximum extent allowed by law, all Intellectual Property (as hereinafter defined) created or developed by the Executive (whether alone or jointly with others) in the course of his services or outside the course of his duties but relating to the business of the Company shall belong to the Company absolutely. In consideration of the Base Salary, the Bonus, and all other compensation to be paid to the Executive by the Company as set forth in this Agreement, the Executive hereby assigns t...o the Company all his right, title and interest in such Intellectual Property (whether now existing or brought into being in the future) to the maximum extent allowed by law, undertakes to do everything necessary during and after the term of this Agreement to vest all right, title and interest in such Intellectual Property in the Company or its nominee, and irrevocably and unconditionally waives any moral rights or similar rights that he may have, so far as permitted by law, in exchange for reasonable compensation to be paid by the Company in accordance with the Company's relevant rules and regulations (if any) or the applicable laws of Korea. (b) As used in this Section, the term "Intellectual Property" means trademarks, service marks, trade names, domain names, logos, get-up, patents, inventions, registered and unregistered design rights, copyrighted works, database rights, and all other similar rights and works in any part of the world (including know-how), including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations. 7 13. Reasonableness of Covenants. The Executive acknowledges and agrees that the terms and conditions, geographic scope, and period of duration of the restrictive covenants contained in Sections 9, 10, 11, and 12 above are both fair and reasonable and that the interests sought to be protected by the Company are legitimate business interests entitled to be protected.View More
