For more details see: This is what legally makes the FSF the copyright holder so that we can register the copyright on the new version.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows: As used in the Agreement, the following terms shall have the meanings set forth below: Pursuant to the Separation and Distribution Agreement, as of the Effective Time, Broadridge or one or more members of the Broadridge Group shall remain and be the sole owner of, and shall have exclusive right, title and interest in and to, the Intellectual Property owned by any member of the Copyright assignment form Group as of the Effective Time, including the Intellectual Property set forth in Exhibit A.
By the the Copyright Assignment, Domain Name Assignment, Patent Assignment and the Trademark and Service Mark Assignment entered into concurrently with this Agreement, to the extent the Parties have identified Intellectual Property requiring the execution of the appropriate Assignment Agreement, on or prior to the Effective Time, ADP shall, or shall cause the respective members of the ADP Group to, assign, transfer and convey to Broadridge any and all right, title and interest owned by ADP and each of its Affiliates and Subsidiaries in and to only those certain items of Intellectual Property specifically identified therein.
Each Party covenants to execute upon request any further documents reasonably necessary to effect the express terms and conditions of this Agreement, including such documents as are reasonably necessary to vest title in Intellectual Property rights as provided in this Agreement.
For the avoidance of doubt, unless otherwise expressly provided in this Agreement, the Copyright Assignment, Domain Name Assignment, Patent Assignment or the Trademark and Service Mark Assignment, ADP and its Subsidiaries expressly reserve all other rights with respect to Intellectual Property not expressly granted thereunder.
Notwithstanding any provision in this Agreement, the Separation and Distribution Agreement or any Assignment Agreement, in no event shall any claims, disputes or controversies between the Parties which potentially concern the validity, enforceability, infringement or misappropriation of any intellectual property rights, including any rights protectable under Intellectual Property law anywhere throughout the world such as Patent, Copyright, trade secret and Trademark law, be subject to resolution by arbitration.
Notwithstanding any provision of this Agreement or the Assignment Agreements, in no event shall any member of any Group be required to enforce or otherwise assert against any Person any Intellectual Property rights.
ADP and Broadridge agree to work in good faith to ensure that the Intellectual Property covered by this Agreement and the 5 Assignment Agreements has been properly allocated and assigned to each Group according to principles set forth in this Agreement.
This Agreement may be terminated by ADP in its sole discretion at any time prior to the consummation of the Distribution. In the event of any termination of this Agreement prior to consummation of the Distribution, neither Party nor any of its directors or officers shall have any liability or further obligation to the other Party.
The Separation and Distribution Agreement, together with the exhibits, schedules and the ancillary agreements thereto, including this Agreement and Assignment Agreements hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.
All costs and expenses incurred by either of the Parties or its Affiliates shall be paid as set forth in the Separation and Distribution Agreement.
This Agreement and any dispute arising out of, in connection with or relating to this Agreement shall be governed by and construed in accordance with the Laws of the State of New York, without giving effect to the conflicts of laws principles thereof.
All notices, requests, claims, demands and other communications hereunder must be in writing and will be deemed to have been duly given only if delivered personally or by facsimile transmission or mailed first class postage prepaid to the Parties at the following addresses or facsimile numbers: Automatic Data Processing, Inc.An assignment of copyright (sometimes referred to as a sales agreement for copyright, the sale of copyright, or a bill of sale for copyright) is an agreement whereby the owner of the copyright of the work transfers his ownership to another.
The Foundation promises that any program "based on the Work" offered to the public by the Foundation or its assignees shall be offered in the form of machine-readable source code, in addition to any other forms of the Foundation's choosing.
COPYRIGHT ASSIGNMENT FORM (May ) As part of the AASM’s fulfillment of its mission of the assurance of quality care for patients with sleep disorders, the advancement of sleep research, and public and professional education in the field of sleep.
The journal will not publish any photograph until this form, signed by each author, has been received in the editorial office. All hard copy photographs submitted become the property of the American Academy of Ophthalmology.
5. You will indemnify and keep indemnified the Editors, the Policy Studies Organization, and Wiley-Blackwell against all claims and expenses (including legal costs and expenses) arising from any breach of this warranty and the other.
COPYRIGHT ASSIGNMENT FORM.
Please read the notes below and overleaf and then complete, sign and return the form to IWA Publishing, Alliance House, 12 Caxton Street, London, SW1H 0QS, UK.