Intellectual Property and Technology Clause Samples
The Intellectual Property and Technology clause defines the ownership, use, and protection of intellectual property (IP) and technology developed or used during the course of an agreement. It typically specifies whether IP created by one or both parties remains with its creator, is jointly owned, or is transferred, and may address licensing rights, confidentiality, and permitted uses of proprietary technology. This clause is essential for clarifying rights and responsibilities regarding inventions, software, trademarks, or other IP, thereby preventing disputes and ensuring both parties understand how technology and IP assets are managed throughout the relationship.
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Intellectual Property and Technology. (a) Schedule 3.9(a) of the Disclosure Schedule sets forth a true, correct and complete list of all registrations or applications included in the Owned Intellectual Property. The Company and the Subsidiaries, as applicable, have sufficient title and ownership of, licenses for, or other valid rights to use, all Intellectual Property used in their respective businesses as presently conducted. Except as set forth on Schedule 3.9(a) of the Disclosure Schedule, the Company and the Subsidiaries are the sole and exclusive owners of the Owned Intellectual Property, and except as set forth on Schedule 3.9(a) of the Disclosure Schedule, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership of interests of any kind with any third party relating to any Owned Intellectual Property.
(b) The conduct of the business of the Company and the Subsidiaries as presently conducted does not infringe, misappropriate or otherwise violate any Intellectual Property of any third party, except for such infringements, misappropriations or violations which would not be materially adverse to the Company and its Subsidiaries, taken as a whole. To the Knowledge of the Knowledgeable Sellers, neither the Company nor any of the Subsidiaries has received any material claim or demand, and no material Action is pending or, to the Knowledge of the Knowledgeable Sellers, threatened against the Company or any of the Subsidiaries, (i) alleging that the Company or any of the Subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property owned by a third party or (ii) challenging the validity, registrability, enforceability or ownership of, or the right of the Company or the Subsidiaries to use, any Owned Intellectual Property.
(c) To the Knowledge of the Knowledgeable Sellers, no third party is infringing, misappropriating or otherwise violating any Owned Intellectual Property. Since January 1, 2006, neither the Company nor any Subsidiary has brought or threatened a material claim against any third party (i) alleging that such third party is infringing, misappropriating or otherwise violating any Owned Intellectual Property or (ii) challenging such third party’s ownership or use, or the validity, registrability, or enforceability, of such third party’s Intellectual Property.
(d) Schedule 3.9(d) of the Disclosure Schedule sets forth a true, correct and complete list, and brief description of, all material Software included in the Ow...
Intellectual Property and Technology. (a) Schedule 2.15(a) contains a true, correct and complete list of all patents, trademarks, trade names, service marks and applications for the foregoing owned, used or held for use by either Seller with respect to the Business, except for matters listed on Schedule 2.15(b).
(b) Schedule 2.15(b) contains a true, correct and complete list of all Intellectual Property which has been registered in, filed in or issued by the PTO, the United States Copyright Office, any state trademark offices and the patent, trademark, copyright and other corresponding offices of foreign jurisdictions. All such registrations have been duly filed, registered and issued and are in full force and effect.
(c) Except as set forth on Schedule 2.15(c), Section 8 and 15 declarations and applications for renewal with respect to all U.S. registered trademarks and service marks listed in Schedule 2.15(b) were timely filed in and accepted by the PTO. No trademarks or service marks listed in Schedule 2.15(b) have been abandoned.
(d) Schedule 2.15(d) sets forth all licenses or other agreements from or with third Persons under which either Seller uses or exercises any rights with respect to any of the Intellectual Property or Technology other than such licenses or other agreements that involve payments of no more than $25,000 per year ("Small Licenses"). At the Closing, Sellers will transfer to Buyer all Intellectual Property and Technology without payment of royalties, free and clear of any Liens.
(e) Except (i) as set forth on Schedule 2.15(e) or (ii) with respect to Small Licenses, the Sellers (as applicable) are the sole and exclusive owners of the Intellectual Property and Technology, free and clear of any Liens.
(f) Except as set forth on Schedule 2.15(f), neither Seller has received (and Parent and Sellers have no knowledge of) any written notice from any other Person pertaining to or challenging the right of either Seller (or any other Person) to use any of the Intellectual Property or any Technology, and there is no interference, opposition, cancellation, reexamination or other contest proceeding, administrative or judicial, pending or threatened with respect to any Intellectual Property or Technology.
(g) Except as set forth on Schedule 2.15(g), no licenses have been granted by either Seller and neither Seller has any obligation to grant licenses with respect to any Intellectual Property or Technology. No written claims have been made by either Seller of any
Intellectual Property and Technology. (a) Section 2.2(e) or Section 2.2(f) of the Disclosure Schedule contains a true and complete list of: (i) all Transferred Registered IP that is owned by or filed in the name of Seller or a Seller Subsidiary, specifying as to each item, as applicable: (A) the nature of the item, including the title of the item, (B) the owner of the item, (C) the jurisdictions in which the item is issued or registered or in which an application for issuance or registration has been filed, and (D) the issuance, registration or application numbers and dates; (ii) all Transferred Intellectual Property, including a description thereof; (iii) a list and version number, if applicable, of all Software used in connection with the Business; and (iv) all licenses and other similar agreements and permissions (provided, that Section 2.3(f) of the Disclosure Schedule need not list any Off-the-Shelf Software Licenses, but such Off-the-Shelf Software Licenses shall be included in the definition of Business IP Licenses) under which Seller or any Seller Subsidiary is a licensee or otherwise is authorized to distribute, use or practice in connection with or in support of the Business any Intellectual Property owned by a third party (such licenses and other similar agreements and permissions, collectively, “Business IP Licenses”). Section 2.2(f) of the Disclosure Schedule separately lists all third party components included or embedded in, or distributed or licensed with, the Business Proprietary Software.
(b) Seller or a Seller Subsidiary owns and possesses all right, title and interest in and to the Owned Business IP and has sufficient rights pursuant to a valid and enforceable Business IP License to, all other Transferred Intellectual Property used in, held for use in, or necessary for the operation of, the Business as currently conducted and as currently proposed to be conducted, in each case free and clear of all Liens, other than Permitted Encumbrances. Seller has not received any written or, to the Knowledge of Seller, oral notice or claim challenging the ownership or validity of any Owned Business IP or asserting that any other Person has any claim of legal or beneficial ownership or exclusive rights with respect thereto, nor, to the Knowledge of Seller, is there a reasonable basis for any such notice or claim. Seller or a Seller Subsidiary has complied in all material respects with the terms and conditions of each of the Business IP Licenses; Seller has not received any written or, to...
Intellectual Property and Technology. Management, Lessee and each Lessee Subsidiary own, or are licensed or otherwise have the right to use in the manner currently being used, all patents, patent registrations, patent applications, trademarks, trademark registrations, trademark applications, tradenames, copyrights, copyright applications, copyright registrations, franchises, URLs, domain names, permits and licenses ("Intellectual Property") used by Management and Lessee and necessary to the operation of their respective businesses (the "Business Intellectual Property"), subject to the terms of the respective franchise, license and other agreements. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) none of Management, Lessee or any Lessee Subsidiary has infringed upon or is in conflict with the Intellectual Property of any third party, except with respect to off-the-shelf software and with respect to Intellectual Property licensed under franchise agreements, such exception being applicable only if Management, Lessee or such Lessee Subsidiary, as the case may be, shall not be in violation of the Intellectual Property license provisions of the applicable franchise agreement, (ii) nor has Management, Lessee or any Lessee Subsidiary received any written notice of any claim that Management, Lessee or any Lessee Subsidiary has infringed upon or is in conflict with any Intellectual Property of any third party. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all trademark registrations of each of Management, Lessee and Lessee Subsidiary are valid and subsisting and in full force and effect. Each of Management, Lessee or each Lessee Subsidiary owns or is licensed or otherwise has the right to use all of the processes, formulae, proprietary technology, inventions, trade secrets, know-how, product descriptions and specifications ("Technology") in the manner currently used by Management, Lessee or each Lessee Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there have been no written claims (whether private or governmental) against Management or Lessee asserting the invalidity or unenforceability of its ownership, license or other right to use any of the Technology. Except as would not, indi...
Intellectual Property and Technology. (a) Except as described on Schedule 3.26(a), ViComp owns, or is licensed to use, all of its Intellectual Property (as defined herein) and Technology (as defined herein) used in the conduct of its business as now conducted and no service marks or trade names or registration or applications therefor, trademarks, trademark registrations or applications, copyrights, copyright registrations or applications, patents, patent registrations or applications or otherwise are necessary for the conduct of its business as presently conducted by it.
(b) Except as disclosed in Schedule 3.26(b), ViComp is not obligated pursuant to any contract to make any payments by way of royalties, fees or otherwise with respect to any of its Intellectual Property or Technology and ViComp has not received any written notice of any written claim that it has infringed upon or is in conflict with any Intellectual Property or Technology of any third party. Except as disclosed in Schedules 3.26(a) or 3.26(b), ViComp, by virtue of the business conducted by it, is not in violation of any service ▇▇▇▇ or trade name or registration or application therefor, trademark, trademark registration or application, copyright, copyright registration or application, patent, patent registration or application of any other person. Except as disclosed in Schedules 3.26(a) or 3.26(b), the use by ViComp of its Technology does not infringe any trade secret or patent of any third party.
(c) None of the rights of ViComp to its Intellectual Property or Technology will be impaired in any way by the consummation of the Merger or by any other transactions contemplated by this Agreement, and all of the rights of ViComp to its Intellectual Property and Technology will be fully enforceable by ViComp after the consummation of the transactions contemplated by this Agreement to the same extent as such rights would have been enforceable by ViComp prior to the consummation of the Merger or the other transactions contemplated hereby, without the consent or agreement of any other party. For the purposes of this Section 3.26 (c) "Intellectual Property" shall mean all of ViComp's right, title and interest in and to (i) all patents, patent registrations, patent applications, trademarks, trademark registrations, trademark applications, trade names, copyrights, copyright applications, copyright registrations, franchises, permits and licenses used by, or available for use by ViComp, and all rights to ▇▇▇
Intellectual Property and Technology. The Glad Parties own, or are licensed to use, all Intellectual Property used in the Glad Global Business as of the date hereof and as used during the [* * *]. The patents and trademarks used in the Glad Global Business are unexpired and have not been abandoned other than pursuant to a reasonable business decision made in the ordinary course of business. The patents and trademarks of the Glad Global Business are valid and enforceable. To the knowledge of the Clorox Parties, the Intellectual Property used in the Glad Global Business is not being Infringed by any third party. The conduct of the Glad Global Business, including the use or practice of the patents in the Glad Global Business and the use of the trademarks in the Glad Global Business, consistent with past practice during the [* * *] does not Infringe upon or misappropriate the Intellectual Property of any third party. Except as expressly provided in the [* * *] none of the rights of Clorox or its Affiliates to any Intellectual Property used in the Glad Global Business will be impaired by the transactions provided for herein. There are no currently pending claims (whether private or governmental) against any of the Glad Parties, or to their knowledge threatened, that seek to limit their right to use any of the Intellectual Property used by the Glad Parties in conducting the Glad Global Business or alleging that the use of any Intellectual Property by the Glad Parties does not comply with any governmental regulation, or that seek to cancel or question the validity, enforceability, ownership or use of any Intellectual Property used in the Glad Global Business. The Glad Parties have taken all reasonable steps to protect, maintain and safeguard the Intellectual Property used in the Glad Global Business. The food storage, bags, wraps and container products of the Glad Business contain only substances that are food-contact safe as determined by the United States Food and Drug Administration (“FDA”) and do not contain any other substances that require approval of the FDA or any other Governmental Authority.
Intellectual Property and Technology. 9.1 Compliance with the Technology License Both Parties shall cause the Joint Venture to strictly comply with all provisions in the Technology License, under which Aura shall license the Joint Venture to use certain of its proprietary technology and know-how in accordance with the terms and conditions of the Technology License with the Joint Venture in the form attached as Schedule 1, as well as all other intellectual property agreements to which the Joint Venture may enter into in the future.
9.2 Intellectual Property Governance Committee
9.2.1 At the first Board Meeting, anintellectual property governance committee comprised of members appointed by AoLunTe and Aura (the “IP Governance Committee”),shall be formed by the Board, which shall report directly to the Board. The IP Governance Committee shall advise the Board on matters in relation to intellectual property in connection with the Joint Venture. Advice provided by the IP Governance Committee shall be for the reference of the Board and shall not be binding on the Board.
9.2.2 The IP Governance Committee shall have the full responsibility for all IP-related matters and any changes to be made to the Licensed Technology.
9.2.3 The IP Governance Committee shall maintain continuing communication with the Person or Persons as designated by Aura from time to time regarding all matters arising from or in connection with the Technology License.
9.2.4 The IP Governance Committee shall consist of three (3) members, two (2) of whom shall be appointed by Aura and one (1) of whom shall be appointed by AoLunTe. The terms of the members shall be as the appointing Party thinks fit. The IP Governance Committee is further authorized to call upon Joint Venture personnel for assistance or seek assistance from Third Party professional advisors in order to carry out its tasks.
Intellectual Property and Technology. (a) To the Knowledge of Seller, the conduct of the Transferred Business as currently conducted does not infringe, misappropriate or otherwise violate the rights of any Person in any Intellectual Property. Seller has the right to transfer to Purchaser the Records and the contents thereof.
(b) The Transferred Business has during the last three years complied in all material respects with all applicable Seller rules, policies, and procedures then in effect, relating to privacy, data protection, and the collection, retention, protection, and use of personal information collected, used, or held for use in connection with the Transferred Business. To the Knowledge of Seller, in the last three (3) years, the Transferred Business has not experienced any material unauthorized access to any of the information or data included in the Records.
Intellectual Property and Technology. (a) Schedule 2.15(a) contains a true, correct and complete list of all patents, trademarks, trade names, service marks and applications for the foregoing owned, used or held for use by any Company with respect to the Business, except for matters listed on Schedule 2.15(b). (b) Schedule 2.15(b) contains a true, correct and complete list of all Intellectual Property which has been registered in, filed in or issued by the PTO, the United States Copyright Office, any state trademark offices and the patent, trademark, copyright and other corresponding offices of foreign jurisdictions. All such registrations have been duly filed, registered and issued and are in full force and effect.
Intellectual Property and Technology. (a) SCHEDULE 5.10(a) is in all material respects an accurate and complete list, as of the date hereof, of all material Intellectual Property (other than trade dress and slogans) primarily used or held for use in the Business and owned by ABB and/or its Affiliates (the "OWNED INTELLECTUAL PROPERTY"), and, to the extent indicated on such SCHEDULE 5.10(a), the Owned Intellectual Property has been duly registered in, filed in or issued by the United States Copyright Office or the United States Patent and Trademark Office or Network Solutions, Inc., the appropriate offices in the various states of the United States and the appropriate offices of other jurisdictions.
(b) SCHEDULE 5.10(b) is in all material respects an accurate and complete list, as of the date hereof, of all material Intellectual Property which is used under express license primarily in the Business by ABB and/or its Affiliates (the "LICENSED INTELLECTUAL PROPERTY"), and except to the extent indicated on such Schedule, ABB has delivered or made available to Purchaser true and complete copies of all related licenses, including all amendments and modifications thereto. Since December 31, 1996, no notice of a material default has been sent or received by ABB and/or its Affiliates under any such license which remains uncured.
(c) Except as set forth on SCHEDULE 5.10(c), at the Closing, the NB Group will be the sole and exclusive owner of all Owned Intellectual Property, subject to Sections 3.2 and 7.10 and to the recording by the applicable Governmental Authorities of any transfer of Owned Intellectual Property in connection with the Pre-Closing Reorganization, free and clear of any and all Encumbrances other than Permitted Encumbrances, and will be the successor-in-interest to the license for any Licensed Intellectual Property that is used under license by a Business Unit (subject to Section 4.4). No Owned Intellectual Property material to the conduct of the Business has been cancelled, abandoned or otherwise terminated and all renewal fees in respect thereof have been duly paid. Except as set forth in SCHEDULE 5.10(c), no Business Unit has granted any license or other rights with respect to Owned Intellectual Property to any other Person.
(d) Except as set forth in SCHEDULE 5.10(d), at the Closing, subject to Sections 3.2 and 7.10, the NB Group will be the sole and exclusive owner of all Technology primarily used or held for use in the Business and owned by ABB and/or its Affiliates, free and clea...