Clause Library
A contractual provision addressing the ownership, licensing, and protection of intellectual property rights under the agreement.
12 examplesSourced from SEC EDGAR
An intellectual property clause addresses who owns intellectual property, existing IP each party brings to the relationship, and any new IP created during it, along with any licenses granted to use it.
It's essential in development, consulting, employment, and licensing agreements where the output of the work (code, designs, content, inventions) has real value, and ambiguity about ownership can be costly later.
Check whether newly created IP is automatically assigned to one party, common in work-for-hire and employment contexts, or jointly owned, and whether pre-existing IP incorporated into the work is separately licensed rather than transferred.
Section 3.15(a) of the Disclosure Schedule sets forth a true, complete and correct list of all (i) Company Owned Registered IP, and (ii) all material Intellectual Property owned, used, filed by or licensed to the Company (the Intellectual Property described in clauses (i) and (ii), collectively, the 'Company Intellectual Property').
We highly value our intellectual property rights, which are fundamental to our success and competitiveness. We rely on a combination of copyright and trademark law, trade secret protection and confidentiality agreements with employees to protect our intellectual property rights. We have also adopted a comprehensive set of internal rules for intellectual property management. These guidelines set the obligations of our employees and create a reporting mechanism in connection with our intellectual property protection. As of [Date], we had registered [Number] trademarks, [Number] literature and artwork copyrights, [Number] software copyrights and [Number] domain names in China.
The Group Companies are the sole and exclusive owner of, or have valid and continuing rights to use pursuant to a written agreement, all Intellectual Property and Technology used in the conduct of the Business of the Group Companies, free and clear of all Encumbrances or obligations to others. The Intellectual Property and Technology rights of the Group Companies include all of the Intellectual Property and Technology rights necessary and sufficient to conduct the Business of the Group Companies in the manner in which it is currently being conducted and currently proposed to be conducted.
We have issued patents and patent application filings on the composition-of-matter for over 300 unique AAV capsid sequences that were identified through our discovery efforts. In addition, we have product-specific patent application claims that include our capsids carrying codon-optimized transgenes. We also hold trade secrets covering vector discovery and manufacturing methodologies. Finally, our intellectual property portfolio includes our vector libraries, consisting of an estimated one billion unique AAV capsid sequences. In addition, we intend to further expand our intellectual property portfolio by pursuing new opportunities, such as potentially developing new promoter and manufacturing-related technologies through our sponsored research agreements (the SRAs) with the UC Regents.
In the aggregate, a Material Adverse Effect, (i) to Sellers' knowledge, as of the Agreement Date, the conduct of the Acquired Business does not infringe, violate or constitute misappropriation of any Intellectual Property of any third Person; (ii) to Sellers' knowledge, as of the Agreement Date, no third Person is infringing, violating, or misappropriating any Registered Intellectual Property; and (iii) as of the Agreement Date, there is no pending claim asserted in writing against a Seller or any Acquired Subsidiary (other than the Joint Venture) (including any 'cease and desist' letters and invitations to license) asserting that Sellers' or any Acquired Subsidiary's (other than the Joint Venture's) conduct of the Acquired Business has infringed, violated or misappropriated, or is infringing, violating or misappropriating, any Intellectual Property rights of any third Person.
The Employee shall disclose to the appropriate Company personnel any Developments that the Employee becomes aware of or involved in, make himself or herself available to Company representatives to discuss such Developments, and hold all Developments for the sole use and benefit of the Company. Developments include any work product, inventions, ideas, improvements, modifications, discoveries, know-how, creations, designs, technologies, techniques, devices, formulae, software, models, trademarks, patents, service marks, copyrights, trade secrets, methods, processes, developments, derivatives, mask works, works made for hire, rights of priority, reissue of letters patent, renewals, registrations and extensions that are Created by the Employee during and within the scope of the Employee's employment with the Company.
Except as disclosed in SEC Reports and Schedule 3(p), the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights
All materials developed by Yilaime for ATI Modular, if any, will belong exclusively to ATI Modular, and will be deemed to have been developed and created by Yilaime for ATI Modular as 'work for hire.' Yilaime will execute any and all documents necessary to assign and transfer to the ATI Modular all intellectual property and other rights in materials and information created for the ATI Modular pursuant to this Agreement.
All materials developed by Yilaime for ATI Modular, if any, will belong exclusively to ATI Modular, and will be deemed to have been developed and created by Yilaime for ATI Modular as "work for hire." Yilaime will execute any and all documents necessary to assign and transfer to the ATI Modular all intellectual property and other rights in materials and information created for the ATI Modular pursuant to this Agreement.
That certain Intellectual Property Cross-License Agreement, dated the date hereof, between GE and Baker Hughes, a GE company, LLC, as amended from time to time in accordance with the terms thereof (the "IP Cross-License Agreement") shall govern grants of licenses to Newco of any intellectual property of GE related to the products, parts, equipment, services, technology and systems listed on Schedule D that is used by GE O&G to manufacture and sell such products, parts, equipment, services, technology and systems as of the Closing Date.
In the aggregate, a Material Adverse Effect, (i) to Sellers' knowledge, as of the Agreement Date, the conduct of the Acquired Business does not infringe, violate or constitute misappropriation of any Intellectual Property of any third Person; (ii) to Sellers' knowledge, as of the Agreement Date, no third Person is infringing, violating, or misappropriating any Registered Intellectual Property; and (iii) as of the Agreement Date, there is no pending claim asserted in writing against a Seller or any Acquired Subsidiary (other than the Joint Venture) (including any 'cease and desist' letters and invitations to license) asserting that Sellers' or any Acquired Subsidiary's (other than the Joint Venture's) conduct of the Acquired Business has infringed, violated or misappropriated, or is infringing, violating or misappropriating, any Intellectual Property rights of any third Person.
Our trademarks, service marks, copyrights, patents, processes, trade secrets, domain names and other intellectual property, including our Academy Sports + Outdoors brand, our owned brands, such as Academy Sports + Outdoors, Magellan Outdoors, BCG, O'rageous and Outdoor Gourmet, and our goodwill, designs, names, slogans, images and trade dress associated with these brands, are valuable assets that are critical to our success. We also enter into intellectual property agreements whereby the Company receives the right to use third-party owned trademarks typically in exchange for royalties on sales. These agreements typically contain a one to three-year term and contractual payment amounts required to be paid by the Company.
All clause examples are sourced from publicly available SEC EDGAR filings. These clauses are provided for educational and reference purposes only and do not constitute legal advice. Always consult a qualified attorney before using any clause in your contracts.
