Intellectual Property of the Company. The Company shall retain, obtain or acquire, and thereafter preserve (including, but not limited to, placing trademark notices on all Content, advertising materials and any products which the Company may distribute), trademarks and/or service marks in the name of the Company with respect to the Company products. Except for such licenses as may be expressly granted to U S West in or pursuant to any Transaction Document, any and all intellectual property now owned or hereafter developed by the Company for the Dive-In Project or the High Bandwidth Project pursuant to this Agreement shall be the exclusive property of the Company. The right, title and interest in and to any intellectual property developed jointly by U S West and the Company or funded in whole or in part by U S West, in addition to the investment hereunder, shall be negotiated in a separate written agreement between the Parties.
Intellectual Property of the Company. The name "Amen Wardy Home ------------------------------------ Stores" shall be the sole property of the Company. Except as provided in Section 5.1(h)(x) hereof, any agreement including, without limitation, any ----------------- rights under trademark (including, but not limited to, the name "Amen Wardy Home Stores"), copyright, patent, trade secrets, know-how or other proprietary rights, to permit the use of any intellectual property of the Company by assignment, license or otherwise shall be made by a vote of the majority of the Board of Managing Directors. Amen Wardy, Sr., Amen Wardy, Jr. and Amen Wardy Inc. each hereby immediately and irrevocably sells, assigns and conveys to the Company manufacturing sources and information, customer lists and other know-how related to the Aspen Store and certain trademarks; provided, however that Amen Wardy, Sr., Amen Wardy, Jr. and Amen Wardy, Inc. reserve the right to use such manufacturing sources and customer lists in connection with the Aspen Store as currently operated in all material respects. In connection with such assignment, and with the sale and assignment of the Catalog Business as set forth in Article XII hereto, Amen Wardy, Sr., Amen Wardy, Jr. and Amen Wardy Inc. each hereby immediately and irrevocably sells, assigns and conveys to the Company (i) all right and title worldwide to the trademark "Amen Wardy" and the right to use the name "Amen Wardy", "Amen", "A. Wardy", "Wardy", "A. Wardy Jr.", "A. Wardy Sr." or any combination of such names and/or initials (the "Amen Wardy Name") in association with home furnishing products or gifts and (ii) the right to register as a trademark in any and all jurisdictions the Amen Wardy Name in association with home furnishing products or gifts each in accordance with the Assignments and/or Consents attached hereto as Exhibits D-1, E-1, E-2, F-1 and F-2. Amen Wardy, Sr., Amen Wardy, Jr. and Amen Wardy Inc. each agree that neither Amen Wardy, Sr., Amen Wardy, Jr. nor Amen Wardy Inc. shall use the Amen Wardy Name for any purpose related to home furnishing products and gifts as further described in Schedule 13 hereto; provided, however, that Amen Wardy, Sr., Amen Wardy, Jr. and Amen Wardy Inc. may use the Amen Wardy Name only in Aspen, Colorado and then only in connection with the Aspen Store as currently operated in all material respects. If the Aspen Store is sold by Amen Wardy Inc. as a going concern, upon the written request of Amen Wardy Inc., the Company shall lic...
Intellectual Property of the Company. The Company possesses all proprietary rights, the failure to possess which would have a Material Adverse Effect on the Company, including without limitation patents, trade secrets, technology, know-how, copyrights, trademarks, trade names, and rights to any of the foregoing, to carry on its business as now being conducted without conflict with valid proprietary rights of others. Schedule 4.11 contains an accurate and complete list of all such proprietary rights (the "Proprietary Rights"). Except as set forth on Schedule 4.11, (i) the Company has good and valid title to, or licenses pursuant to valid license agreements to use, all of the Proprietary Rights, (ii) there have been no claims made against the Parent or the Company for the assertion of the invalidity, abuse, misuse, or unenforceability of any of such rights, and to the Knowledge of the Parent or the Company, there are no grounds for the same, (iii)neither the Parent nor the Company has received a notice of conflict with the asserted rights of others within the last five years, and (iv) to the Knowledge of the Parent or the Company, the conduct by the Parent or the Company of the Company's business has not materially infringed any such rights of others.
Intellectual Property of the Company. As additional consideration for the execution and delivery of this Agreement and only to the extent not already obligated to do so with respect to the Company and without limitation to any other agreement Employee has with the Company with respect to the following matters:
Intellectual Property of the Company. The Company shall take measures to protect its intellectual property rights that it creates or develops in the course of its business activities. The Company shall establish a system for identifying, filing and/or registering all relevant intellectual property rights developed by the employees of the Company in the name of the Company. Specifically, the Company shall procure that all employees of the Company (including the management team) enter into standardized employment contracts and Confidential Information and Invention Assignment Agreement so as to ensure that as far as possible under applicable Law, the benefits of all inventions by the employees of the Company shall be reserved to, and shall be the property of, the Company.
Intellectual Property of the Company. All intellectual property developed and created by the Company, including, but not limited to, trademarks, trade names, copyrights or licensing rights, shall be the property of the Company.
Intellectual Property of the Company