Intellectual Properties Sample Clauses

Intellectual Properties. SCHEDULE 5.23 contains an accurate and complete list of all domestic and foreign letters patent, patents, patent applications, patent licenses, software licenses and know-how licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service mark registrations and applications and copyright registrations and applications, trade secrets or other confidential proprietary information owned or used by Company in the operation of the business (collectively the "Intellectual Property"). Except as set forth on SCHEDULE 5.23 and except for commercial software licensed for use on personal computers, Company owns the entire right, title and interest in and to the Intellectual Property, trade secrets and technology used in the operation of its business and each item constituting part of the Intellectual Property and trade secrets and technology which is owned by Company has been, to the extent indicated in SCHEDULE 5.23, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark office or such other government entities, domestic or foreign, as are indicated in SCHEDULE 5.23 and such registrations, filings and issuances remain in full force and effect. There have been and are no pending or, to the best knowledge of Company, threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. There is, to the best knowledge of Company, no reasonable basis upon which a claim may be asserted against Company for infringement of any domestic or foreign letters patent, patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, common law trademarks, service marks, service mark registrations or applications, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. To the best knowledge of Company, no Person is infringing the Intellectual Property.
Intellectual Properties. (a) All ownership, copyright, patent, trade secrecy and other rights in all works, designs, inventions, ideas, manuals, improvements, discoveries, processes, customer lists or other properties (the "Intellectual Properties") made or conceived by Executive during the term of his/her employment by the Company shall be the rights and property solely of the Company, whether developed independently by Executive or jointly with others, and whether or not developed or conceived during regular working hours or at the Company's facilities, and whether or not the Company uses, registers, or markets the same.
Intellectual Properties. In the operation of its business the Company and its Subsidiaries have used, and currently use, domestic and foreign patents, patent applications, patent licenses, software licenses, know-how licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service mark registrations and applications, copyright registrations and applications, trade secrets and other confidential proprietary information (collectively, as so used, the "Intellectual Property"). Section 3.01(n) of the Company Disclosure Letter contains an accurate and complete list of all Intellectual Property which is of material importance to the operation of the business of the Company and its Subsidiaries. The Company (or the Subsidiary indicated) owns the entire right, title and interest in and to the Intellectual Property listed on such Section 3.01(n) of the Company Disclosure Letter (including, without limitation, the exclusive right to use and license the same), except where the failure to own such right, title or interest would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a whole, and each item constituting part of the Intellectual Property which is owned by the Company or a Subsidiary and listed on Section 3.01(n) of the Company Disclosure Letter has been, to the extent indicated in Section 3.01(n) of the Company Disclosure Letter, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office or such other government entities, domestic or foreign, as are indicated in Section 3.01(n) of the Company Disclosure Letter and such registrations, filings and issuances remain in full force and effect, except where the failure to be so registered, filed or issued or for such registrations, filings or issuances would not have a material adverse effect on the Condition of the Company and its Subsidiaries taken as a whole. There are no pending, or to the knowledge of the Company, threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property of the Company. Section 3.01(n) of the Company Disclosure Letter lists all notices or claims currently pending or received by the Company or any of its Subsidiaries during the past two years which claim infringement, contributory infringement, inducement to infringe, misappropriation or breach by the Company or any of its Subsidiaries of any domes...
Intellectual Properties. To the extent permissible under applicable law, all intellectual properties made or conceived by Employee during the term of this employment by Employer shall be the right and property solely of Employer, whether developed independently by Employee or jointly with others. The Employee will sign the Employer’s standard Employee Innovation, Proprietary Information and Confidentiality Agreement (“Confidentiality Agreement”).
Intellectual Properties. Except as otherwise set forth on Schedule 4.12, MSSI owns all right, title and interest in the Intellectual Property listed on Schedule 4.12 including, without limitation, exclusive rights to use and license the same. Each item of Intellectual Property listed on Schedule 4.12 has been duly registered with, filed in, or issued by the appropriate domestic or foreign governmental agency, to the extent required, and each such registration, filing and issuance remains in full force and effect. Except as set forth on Schedule 4.12, no claim adverse to the interests of MSSI in the Intellectual Property or agreements listed on Schedule 4.12 has been made in litigation. To the best knowledge, information and belief of the Shareholders, no such claim has been threatened or asserted, no basis exists for any such claim, and no Person has infringed or otherwise violated the rights of MSSI in any of the Intellectual Property or agreements listed on Schedule 4.12. Except as set forth on Schedule 4.12, no litigation is pending wherein MSSI is accused of infringing or otherwise violating the Intellectual Property right of another, or of breaching a contract conveying rights under Intellectual Property. To the best knowledge, information and belief of MSSI, no such claim has been asserted or threatened against MSSI, nor are there any facts that would give rise to such a claim. For purposes of this Section 4.12 and Section 5.13, "Intellectual Property" means domestic and foreign patents, patent applications, registered and unregistered trademarks and service marks, trade names, registered and unregistered copyrights, computer programs, data bases, trade secrets and proprietary information. Shareholders will transfer any Intellectual Property owned by them and used in MSSI's Business to SSI.
Intellectual Properties. In the operation of its business the Company and its Subsidiaries have used, and currently use, domestic and foreign patents, patent applications, patent licenses, software licenses, knowhow licenses, trade names, trademarks, copyrights, unpatented inventions, service marks, trademark registrations and applications, service mark registrations and applications, copyright registrations and applications, trade secrets and other confidential proprietary information (collectively the "INTELLECTUAL PROPERTY"). Schedule 3.16 contains an accurate and complete list of all Intellectual Property (other than trade secrets and other confidential information) which is of material importance to the operation of the business of the Company or any of its Subsidiaries. Unless otherwise indicated in Schedule 3.16 the Company (or the Subsidiary indicated) owns the entire right, title and interest in and to the Intellectual Property listed on Schedule 3.16 used in the operation of its business (including, without limitation, the exclusive right to use and license the same) and each item constituting part of the Intellectual Property which is owned by the Company or a Subsidiary and listed on Schedule 3.16 has been, to the extent indicated in Schedule 3.16, duly registered with, filed in or issued by, as the case may be, the United States Patent and Trademark Office or such other government entities, domestic or foreign, as are indicated in Schedule 3.16 and such registrations, filings and issuances remain in full force and effect. To the best knowledge of the Company and the Sellers, except as stated in such Schedule 3.16, there are no pending or threatened proceedings or litigation or other adverse claims affecting or with respect to the Intellectual Property. Schedule 3.16 lists all notices or claims currently pending or received by the Company or any of its Subsidiaries during the past two years which claim infringement, contributory infringement, inducement to infringe, misappropriation or breach by the Company or any of its Subsidiaries of any domestic or foreign patents, patent applications, patent licenses and know-how licenses, trade names, trademark registrations and applications, service marks, copyrights, copyright registrations or applications, trade secrets or other confidential proprietary information. Except as set forth in Schedule 3.16 hereto, there is, to the best knowledge, information and belief of the Company, no reasonable basis upon which a claim may be ...
Intellectual Properties. Except as disclosed in Item 4.18 of the Company Letter and matters which would not have a Material Adverse Effect on the Company, the Company and its Subsidiaries own or have a valid license to use all inventions, patents, trademarks, service marks, trade names, copyrights, trade secrets, software, mailing lists and other intellectual property rights (collectively, the "Company Intellectual Property") necessary to carry on their respective businesses as currently conducted; and, to the knowledge of the Company, neither the Company nor any such Subsidiary has received any notice of infringement of or conflict with, and there are no infringements of or conflicts with, the rights of others with respect to the use of any of the Company Intellectual Property that, in either such case, has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company.
Intellectual Properties. Lessor consents to the photography, filming, videotaping and recordation of the Works for the purpose of obtaining photographic and other copyrights in the new derivative works, which shall be owned and controlled by Lessor, but which is hereby licensed to Lessee for use in advertising, promotion, and merchandising of, and education relating to, the Works, such license to run concurrently, with respect to any Work, with the rental of such Work hereunder. In the event that any Work is withdrawn or rental terminated, the corresponding license shall automatically terminate; provided, however, that following such termination, Lessee shall have six (6) months to discontinue sales and use of the applicable merchandise.
Intellectual Properties. With respect to any and all rights, titles, interests and intellectual properties (including without limitation copyrights, patents, know-how, trade secrets and others) arising from the performance of the Agreement, whether they are developed by Party A itself or developed by Party B on the basis of Party A’s intellectual properties or developed by Party A on the basis of Party B’s intellectual properties, Party A shall enjoy exclusive ownership, intellectual properties and beneficial interests and Party B may not claim ownership, intellectual properties or any other rights or interests against Party A. Without written consent of Party A, Party B may not assign or grant the aforesaid intellectual properties to any third party. If the development is accomplished on the basis of Party B’s intellectual properties, Party B shall guarantee that there is no flaw with respect to such intellectual properties. Otherwise, the losses incurred by Party A shall be borne by Party B.
Intellectual Properties. 3.1 Party A shall solely and exclusively own any ownership, interest and right of the intellectual properties produced by performance of this Agreement, including but not limited to copyrights, patents, claims of patent application and technical secrets, and without Party A’s consent, Party B and Party C enjoy no rights other than those provided herein. Party B shall actively assist with Party A for all necessary method to cause Party A obtain such intellectual properties. For avoidance of any doubt, any intellectual property that is in the process of filing with governmental authorities or owned by the Party B shall be transferred by the beneficial owner or the applicant of such intellectual property to Party A or its affiliate as required by Party A and Party B shall execute transfer agreement for such intellectual property except the intellectual properties that are necessary for Party B or its Subsidiaries in ordinary business or shall be held by Party B according to relevant P.R.C. laws and regulations.