Intellectual Property Assets Clause Samples

Intellectual Property Assets. Priveco and its subsidiaries own or hold an interest in all intellectual property assets necessary for the operation of the business of Priveco and its subsidiaries as it is currently conducted (collectively, the “Intellectual Property Assets”), including: (i) all functional business names, trading names, registered and unregistered trademarks, service marks, and applications (collectively, the “Marks”); (ii) all patents, patent applications, and inventions, methods, processes and discoveries that may be patentable (collectively, the “Patents”); (iii) all copyrights in both published works and unpublished works (collectively, the “Copyrights”); and (iv) all know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans, drawings, and blue prints owned, used, or licensed by Priveco and its subsidiaries as licensee or licensor (collectively, the “Trade Secrets”).

Intellectual Property Assets. In the case of the Company only, (1) Section 5.03(u)(1) of the Disclosure Schedule lists the material worldwide pending patent applications, issued patents, pending trademark applications, registered trademarks, pending copyright applications, registered copyrights, and registered domain names owned by the Company or its Significant Subsidiaries (the “Intervoice Companies”) (hereinafter the “IP Assets”). (2) Each of the IP Assets is owned exclusively by one of the Intervoice Companies. In each case, such IP Assets are free and clear of all Liens. In each case, copies of executed documents establishing ownership of issued patents and pending patent applications included in the IP Assets are in the physical possession of the Intervoice Companies and have been made available to Purchaser. (3) With respect to all patent applications, trademark applications, and copyright applications of the IP Assets pending with any Governmental Authority, the Intervoice Companies have conducted the prosecution of all such pending applications in a manner consistent with the reasonable ongoing business goals and objectives of the Intervoice Companies. With respect to all patents, trademarks, and copyrights of the IP Assets issued or registered by any Governmental Authority, all necessary registration fees, maintenance fees, renewal fees, annuity fees and taxes consistent with the reasonable ongoing business goals and objectives of the Intervoice Companies due in connection with such IP Assets have been paid and all necessary documents and certificates in connection with such IP Assets have been filed with the relevant patent, trademark, and copyright offices, registrars, or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining the registration or application for registration of such IP Assets. With regard to all applications for domain name registration and all registered domain names of the IP Assets, all necessary registration and renewal fees due in connection with such IP Assets have been paid. (4) Section 5.03(u)(4) of the Disclosure Schedule contains a true and complete list of all material written licenses to which any of the Intervoice Companies is a party with respect to any of the IP Assets (true and complete copies of which, or, if none exist, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have be...

Intellectual Property Assets. The term “Intellectual Property Assets” includes: (i) fictional business names, trading names, registered and unregistered trademarks, service marks, and applications; (ii) all patents, patent applications, and inventions and discoveries that may be patentable; (iii) all copyrights in both published works and unpublished works; (iv) all rights in mask works; and (v) all know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology, plans, drawings, and blue prints; owned, used, or licensed by the Company as licensee or licensor.

Intellectual Property Assets. The term "Intellectual Property Assets" includes:

Intellectual Property Assets. Priveco owns or holds an interest in all intellectual property assets necessary for the operation of the business of Priveco as it is currently conducted (collectively, the “Intellectual Property Assets”), including: (i) all functional business names, trading names, registered and unregistered trademarks, service marks and applications (collectively, the “Marks”); (ii) all patents, patent applications, and inventions, methods, processes and discoveries that may be patentable (collectively, the “Patents”); (iii) all copyrights in both published works and unpublished works (collectively, the “Copyrights”); and (iv) all know-how, trade secrets, confidential information, customer lists, technical information, data, process technology, plans, drawings, and blue prints owned, used, or licensed by Priveco as licensee or licensor (collectively, the “Trade Secrets”).

Intellectual Property Assets. The Company has taken commercially reasonable security measures to protect the secrecy, confidentiality and value of all Intellectual Property Assets. The Intellectual Property Assets are all those necessary for the operation of the Company's business as it is currently conducted. The Company is the owner of all right, title, and interest in and to each of the Intellectual Property Assets, free and clear of all liens, security interests, charges, encumbrances, equities, and other adverse claims, and has the right to use without payment to a third party all of the Intellectual Property Assets. No outstanding options, licenses or agreements of any kind exist with respect to the Intellectual Property Assets, nor is the Company bound by or a party to any option, license or agreement of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. The Company has not received any communication alleging that the Company has violated, or by conducting the Company's business as proposed, would violate, any of the patents, trademarks, service marks, trade names, copyrights, trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of the Company's employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of such employee's best efforts to promote the interests of the Company or that would conflict with the Company's business as proposed to be conducted. All founders and former and current employees of the Company (who are involved materially and substantively in the design and development of the Company's products) have executed written contracts with the Company that assign to the Company all rights to any inventions, improvements, discoveries, or information relating to the business of the Company. The Company has furnished to Purchaser a complete and accurate list and summary description of all issued Patents and Patent applications. The Company is the owner of all right, title, and interest in and to each of the Patents, free and clear of all liens, security interests, charges, encumbrances, entities, and other adverse claims. All of the issued Patents are currently in compliance with formal legal requireme...

Intellectual Property Assets. (i) The execution, delivery and performance of this Agreement and the Related Agreements, and the consummation of the transactions contemplated hereby and thereby, will not breach, violate or conflict with any instrument or agreement governing any Intellectual Property Asset and will not cause the forfeiture or termination or give rise to a right of forfeiture or termination of any such Intellectual Property Asset or in any way impair the right of Purchaser or any of its affiliates to use, sell, license or dispose of, or to bring any action for the infringement of, any such Intellectual Property Asset or portion thereof; (ii) Neither the development, manufacture, marketing, license, sale or use of any product currently licensed or sold by Seller or, to Seller's knowledge after reasonable investigation with respect to products currently under development, violates or will violate any license or agreement to which Seller is a party or infringes or will infringe any assets or rights of any other party; there is no pending or, to the knowledge of Seller, threatened claim or litigation contesting the validity, ownership or right to use, sell, license or dispose of any of the Intellectual Property Assets or necessary or required for, or used in, the conduct of the Business of Seller as presently conducted nor, to the knowledge of Seller, is there any basis for any such claim, nor has Seller received any notice asserting that any such Intellectual Property Asset or the proposed use, sale, license or disposition thereof conflicts or will conflict with the rights of any other party, nor, to the knowledge of Seller after reasonable investigation, is there any basis for any such assertion; to the knowledge of Seller, after reasonable investigation, there is no infringement on the part of any third party of the Intellectual Property Assets; (iii) Seller has taken reasonable and practicable steps (including, without limitation, entering into confidentiality and non-disclosure agreements with all officers and employees of and consultants to Seller with access to or knowledge of Seller's Intellectual Property Assets) to maintain the secrecy and confidentiality of, and its proprietary rights in, the Intellectual Property Assets. Exhibit A attached hereto includes a complete and accurate --------- list of all applications, filings and other formal actions made or taken pursuant to federal, state, local and foreign laws by Seller to perfect or protect its interest in the In...

Intellectual Property Assets. (a) The term "Intellectual Property Assets" means all intellectual property owned or licensed (as licensor or licensee) by Seller in which Seller has a proprietary interest, including:

Intellectual Property Assets. The Company has, or has right to use all patents, patent rights, patent applications, trademarks, trademark applications, service marks, service ▇▇▇▇ applications, trade names or copyrights, any applications for such which are in the process of being prepared and other intellectual property rights and similar rights necessary or material for use in connection with its business (collectively, “IAO Intellectual Property”). The Company owns or possesses adequate licenses or other rights to use all IAO Intellectual Property necessary or material to the conduct of its business as conducted, without any conflict with or infringement of the rights of others, and as proposed to be conducted, and, except as disclosed in Section 3.9 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any IAO Intellectual Property, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). Except as disclosed in Section 3.9 to the Disclosure Schedule, no claim is pending or, to the best of the Company’s knowledge, threatened to the effect that any such IAO Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company, and, to the best of the Company’s knowledge, there is no basis for any such claim (whether or not pending or threatened). To the best of the Company’s knowledge, all material technical information developed by and belonging to the Company that has not been patented has been kept confidential. The Company has not granted or assigned to any other person or entity any right to manufacture, have manufactured or assemble the products or proposed products or to provide the services or proposed services of the Company. The Company has no material obligation to compensate any person for the use of any Intellectual Property nor has the Company granted to any person any license or other rights to use in any manner any IAO Intellectual Property.