Common use of Intangible Property Rights Clause in Contracts

Intangible Property Rights. Schedule 3.14 is a true and complete list of all licenses, patents, copyrights, trademarks, service marks, service names, trade names, trade secrets or other proprietary information (collectively, the "Intellectual Property") owned by Cyberworks or in which they have rights. Cyberworks owns or possesses irrevocable rights in all Intellectual Property which is necessary or adequate for the conduct of its businesses. To the Knowledge of the Shareholder or Cyberworks, Cyberworks is not infringing and has not infringed upon any patent, trademark, trademark right, service mark, ▇▇rvice name, trade name, trade secret or proprietary information owned or held by any other person or entity. Except as set forth in Schedule 3.14, there is no claim or action by any other person or entity pending or threatened alleging that Cyberworks is infringing upon any patent, trademark, trademark right, service mark, ▇▇rvice name, trade name, trade secret or proprietary information owned or held by any other person or entity, nor to the Knowledge of the Shareholder or Cyberworks is there any reasonable basis for any such claim or action by any person. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not constitute a material breach of any instrument or agreement governing any Intellectual Property (the "Cyberworks IP Rights Agreements"), will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any Intellectual Property or materially impair the right of Cyberworks to use, sell or license any Intellectual Property or portion thereof. There are no royalties, honoraria, fees or other payments payable by Cyberworks to any person by reason of the ownership, use, license, sale or disposition of the Intellectual Property (other than as set forth in the Cyberworks IP Rights Agreements listed in Schedule 3.14). Neither the manufacture, marketing, license, sale or intended use of any product currently licensed or sold by Cyberworks or currently under development by Cyberworks violates any license or agreement between Cyberworks and any third party. Cyberworks has taken reasonable and practicable steps designed to safeguard and maintain the secrecy and confidentiality of, and its proprietary rights in, all material Intellectual Property. All officers, employees and consultants of Cyberworks have executed and delivered to Cyberworks an agreement regarding the protection of proprietary information and the assignment to Cyberworks of all intellectual property rights arising from the services performed for Cyberworks by such persons.

Intangible Property Rights. Schedule 3.14 is a true and complete list of all licenses, patents, copyrights, trademarks, service marks, service names, trade names, trade secrets or other proprietary information (collectively, the "Intellectual Property") owned by Cyberworks CTInteractive or in which they have rights. Cyberworks CTInteractive owns or possesses irrevocable such rights in all Intellectual Property which is as are necessary or adequate for the conduct of its businesses. To the Knowledge best of the Shareholder or CyberworksShareholder's Knowledge, Cyberworks CTInteractive is not infringing and has not infringed upon any patent, trademark, trademark right, service mark, ▇▇rvice name, trade name, trade secret or proprietary information owned or held by any other person or entity. Except , and, except as set forth in Schedule 3.14, there is no material claim or action by any other person or entity pending or threatened alleging that Cyberworks CTInteractive is infringing upon any patent, trademark, trademark right, service mark, ▇▇rvice name, trade name, trade secret or proprietary information owned or held by any other person or entity, nor to the Knowledge of the Shareholder or Cyberworks is there any reasonable basis for any such claim or action by any person. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not constitute a material breach of any instrument or agreement governing any Intellectual Property (the "Cyberworks CTInteractive IP Rights Agreements"), will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any Intellectual Property or materially impair the right of Cyberworks CTInteractive to use, sell or license any Intellectual Property or portion thereof. There are no royalties, honoraria, fees or other payments payable by Cyberworks CTInteractive to any person by reason of the ownership, use, license, sale or disposition of the Intellectual Property (other than as set forth in the Cyberworks CTInteractive IP Rights Agreements listed in Schedule 3.14). Neither the manufacture, marketing, license, sale or intended use of any product currently licensed or sold by Cyberworks or currently under development by Cyberworks violates any license or agreement between Cyberworks and any third party. Cyberworks has taken reasonable and practicable steps designed to safeguard and maintain the secrecy and confidentiality of, and its proprietary rights in, all material Intellectual Property. All officers, employees and consultants of Cyberworks have executed and delivered to Cyberworks an agreement regarding the protection of proprietary information and the assignment to Cyberworks of all intellectual property rights arising from the services performed for Cyberworks by such persons3.