Developed Property Clause Samples

Developed Property. The term “Developed Property” shall mean those certain parcels of land, located along US 15-501 South and west of ▇▇▇▇▇▇ Creek, and as depicted in Exhibit A, Exhibit B, and Exhibit H. The Developed Property includes the developed portion of the Property, any public right-of-way and private streets that may be located within the boundaries described in Exhibit B and Exhibit H, and excludes the ▇▇▇▇▇▇ Creek Preserve (see Section 5.12).

Developed Property. Each Seller hereby acknowledges and agrees that during such time as he was a stockholder and/or employee of the Company, any and all United States and/or foreign patents, patent applications, trademarks, service marks, inventions, discoveries, innovations, improvements, trade secrets and secret processes, whether or not patentable, which he may have conceived, developed or made, either alone or in conjunction with others, and which were used in or developed for the business of the Company or in connection with such Seller's employment with the Company (collectively "Developed Property"), have been and shall be fully disclosed to the Company and Buyer, and are the sole and exclusive property of the Company and, upon Closing, shall be the sole and exclusive property of Buyer, whether or not disclosed, as against the Founder or such Employee Seller, as the case may be. The Founder and each Employee Seller hereby unconditionally and irrevocably assigns to Buyer any and all right, title and interest in and to such Developed Property and hereby irrevocably and unconditionally waives any rights in or to such Developed Property.

Developed Property. Site inspection of developed property and related interviews shall include all of the elements discussed in Section 1.202(A)(1), 1.202(A)(2), and 1.202(A)(3), for all assessed properties and undeveloped property, as well as: a. observations for visual signs of suspect asbestos-containing material; b. drains, dry ▇▇▇▇▇, and pumps and their points of discharge, if warranted; c. visual evidence of spilled materials; d. utilities and connections; e. heating fuels delivery and storage capabilities and practices; f. sanitary sewer and/or septic connection and operation; g. availability and source of drinking water; and h. type of building insulation and roofing materials.

Developed Property. Supplier assigns, and agrees to assign and disclose all Developed Property to Sprint. Any works of authorship developed under this Agreement or an Order in any form of expression including, without limitation, manuals and software, belong exclusively to Sprint and will be transferred to Sprint as work-for-hire. If, by operation of law, the ownership of Developed Property does not automatically vest in Sprint, Supplier must take sufficient steps, at Supplier’s expense, to assign ownership to Sprint. Supplier will provide reasonable assistance to Sprint to secure intellectual property protection, including, without limitation, assistance in the preparation and filing of any patent applications, copyright registrations, and the execution of all applications, assignments or other instruments for perfection or protection of title. To the extent the Developed Property incorporates Supplier or third-party intellectual property, Supplier will grant all necessary rights to Sprint for usage under this Agreement.

Developed Property. Except as set forth in the applicable Contract Order, Licensor hereby assigns and agrees to assign and disclose to Sprint all intellectual property generated, conceived or developed under this Agreement including, without limitation, all work in progress, any inventions conceived or reduced to practice and any resulting patents, except that Licensor shall retain all right, title and interest in Developer Stock. “

Developed Property. Supplier assigns and agrees to assign and disclose to Sprint all intellectual property generated, conceived or developed under this Agreement including, without limitation, inventions conceived or reduced to practice and any resulting patents. Any works of authorship in any form of expression including, without limitation, manuals and software, belong exclusively to Sprint. If, by operation of law, the ownership of developed property does not automatically vest in Sprint, Supplier will take necessary steps to assign ownership to Sprint. Supplier will provide reasonable assistance to Sprint to secure 16 A. Patent License In consideration for the purchase of Deliverables from Supplier, Supplier grants to Sprint, under patents associated with the Product or parts thereof in which Supplier owns or has an unconditional and absolute right to license, a fully paid up, world-wide, non-exclusive license to utilize Supplier’s patents. The patent license includes the right to use the licenses purchased and any combinations of the Product with other products and Software that are used by Sprint. The patent license includes those patents existing on the Effective Date and those patents which come into existence during the term of this Agreement. The patent license will continue for the entire unexpired term of the patent.

Developed Property. 21 (e) Equitable Relief.............................................................21

Developed Property. (a) All IPR created solely by one party ------------------- (the "Sole IP Rights") in connection with its activities under this Agreement will be owned by such party. (b) All IPR created jointly by both parties (the "Joint IP Rights") in connection with their activities under this Agreement will be jointly owned by both parties and each party will be free to exploit such Joint IP Rights without accounting to the other, provided, however, that all ------------------- modifications, enhancements, revisions, Derivative works or other changes (collectively "Changes") made solely by either party to any IPR that originally was subject to Joint IP Rights shall be subject only to Sole IP Rights and the other party shall have no rights to such Changes under this Agreement or otherwise. (c) Notwithstanding Subsections 9.1 and 9.2 hereof, in the event that Buildscape develops, solely or jointly, any modifications, improvements or enhancements to the Site and/or the Lumber Company Site, including all computer hardware and software interface technology and related specifications which enable the Site and/or the Lumber Company Site to interface or communicate with the Lumber Company's information systems, and any training materials related to the Site and/or the Lumber Company Site ("Site Improvements"), all IPR in and to such Site Improvements shall be owned solely by Buildscape and considered Buildscape's Sole IP Rights, and the Lumber Company hereby assigns all right, title and interest it may have in such IPR to Buildscape. The Lumber Company will provide Buildscape with all reasonable assistance to perfect and otherwise enforce Buildscape's rights in the Site Improvements.

Developed Property. Upon exercise of the Buyout Option or the termination of this Agreement, and upon Athena’s payment in full of any applicable Fees for the Work Product (as defined below) and subject to Sections 13(a) and 13(b), Athena shall own all right, title, and interest in and to the following to the extent that they are developed by the AHS Entities for Athena pursuant to an SOW: (i) any explanation of benefits data entry tool used to provide services to Athena, to be developed under an SOW, and (ii) any other tool or process that relates exclusively to the delivery of Services to Athena and is developed by or behalf of any of the AHS Entities pursuant to an SOW between Athena and any of the AHS Entities for such development, as well as any intellectual property rights and derivative works associated with any of the foregoing ((i) and (ii) collectively, “Work Product”). Each of the AHS Entities shall use all reasonable efforts to assist Athena in obtaining and enforcing, anywhere in the world, all such applicable intellectual property rights, in each case at Athena’s expense.