Common use of Intellectual Property and Proprietary Information Clause in Contracts

Intellectual Property and Proprietary Information. (a) For purposes of this Agreement, "INTELLECTUAL PROPERTY" shall mean all proprietary and other rights in and to: (i) trademarks, service marks, brand names, certification marks, trade dress, assumed names, trade names and other indications of origin, including all applications for registration therefor and all renewals, modifications and extensions thereof ("TRADEMARKS"); (ii) patents, including design patents and utility patents, reissues, divisions, continuations-in-part and extensions thereof, in each case including all applications therefor ("PATENTS"); (iii) inventors' certificates and invention disclosures; (iv) works of authorship, whether copyrightable or not, copyrights, copyright registrations and applications for registration of copyrights and all renewals, modifications and extensions thereof, mask works, moral rights and design rights ("COPYRIGHTS"); (v) computer systems, including programs, software, object and source code, databases, algorithms, and documentation therefor, in each case including all copyrights therefor ("COMPUTER SYSTEMS"); (vi) trade secrets and other protectible information, including ideas, formulas, compositions, technical documentation, operating manuals and guides, plans, designs, sketches, inventions, production molds, product specifications, engineering reports and drawings, manufacturing and production processes and techniques; drawings, specifications, research records, invention records and technical data; and all other know-how, protected by patent, copyright or trade secret law; (vii) registrations of, and applications to register, any of the foregoing with any Governmental Authority and any renewals or extensions thereof ("REGISTRATIONS"); (viii) the goodwill associated with each of the foregoing; and (viii) any claims or causes of action arising out of or related to any infringement or misappropriation of any of the foregoing; in each case in any jurisdiction.