Common use of Patents and Other Intangible Assets Clause in Contracts

Patents and Other Intangible Assets. (a) KETOSPORTS owns or has the right or license to use all patents, trademarks , service marks, service names, trade names, trade secrets and copyrights used in the conduct of its business as now conducted, free and clear of all claims, mortgages, Liens, loans, and encumbrances, except such encumbrances and Liens which arise in the ordinary course of business and do not materially impair KETOSPORTS's ownership or use of such intellectual property rights. All of the patents, trademarks, service marks and copyrights that KETOSPORTS owns or has the right or license to use are shall be provided upon request at any time. (b) KETOSPORTS has no actual knowledge, without any investigation, that KETOSPORTS is infringing upon or misappropriating any valid intellectual property rights of any Person (including without limitation, former employers of all current and former employees, consultants, officers, directors and stockholders of KETOSPORTS), including the right to the name KETOSPORTS and its Facebook page and its web site address. Without any special investigation for purposes of this Agreement, KETOSPORTS, in its reasoned judgment, has determined that making, using or selling any products, services or methods, will not constitute an infringement or misappropriation by KETOSPORTS of the kind described in the preceding sentence. (c) To KETOSPORTS's Knowledge, KETOSPORTS is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner of, licensor of, or other claimant to, any patent, trademark, trade name, copyright or other intellectual property right, with respect to the use thereof or in connection with the conduct of its business or otherwise.

Patents and Other Intangible Assets. (a) KETOSPORTS HUWX owns or has the right or license to use all patents, trademarks trademarks, service marks, service names, trade names, trade secrets and copyrights used in the conduct of its business as now conducted, free and clear of all claims, mortgages, Liensliens, loans, and encumbrances, except such encumbrances and Liens liens which arise in the ordinary course of business and do not materially impair KETOSPORTS's HUWX’s ownership or use of such intellectual property rights. All of the material patents, trademarks, service marks and copyrights that KETOSPORTS HUWX owns or has the right or license to use are shall be provided upon request at any timelisted or described in Section 5.09 of the HUWX Disclosure Letter. (b) KETOSPORTS Except as set forth in Section 5.09 of the HUWX Disclosure Letter, HUWX has no actual knowledge, without any investigation, that KETOSPORTS HUWX is infringing upon or misappropriating any valid intellectual property rights of any Person or entity (including without limitation, former employers of all current and former employees, consultants, officers, directors and stockholders of KETOSPORTSHUWX), including the right to the name KETOSPORTS and its Facebook page and its web site address. Without any special investigation for purposes of this Agreement, KETOSPORTSHUWX, in its reasoned judgment, has determined that making, using or selling any products, services products or methods, methods set forth in Section 5.09 of the HUWX Disclosure Letter will not constitute an infringement or misappropriation by KETOSPORTS HUWX of the kind described in the preceding sentence. (c) To KETOSPORTS's KnowledgeExcept as set forth in Section 5.09 of the HUWX Disclosure Letter, KETOSPORTS HUWX is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner of, licensor of, or other claimant to, any patent, trademark, trade name, copyright or other intellectual property right, with respect to the use thereof or in connection with the conduct of its business or otherwise. (d) HUWX has obtained from all employees and consultants of HUWX an invention assignment and confidentiality agreement (or substantially similar agreement), copies of which were previously made available to the Company.

Patents and Other Intangible Assets. (a) KETOSPORTS The Company (i) to the best of its knowledge, owns or has the right or license to use use, free and clear of all liens, claims and restrictions, all patents, trademarks trademarks, service marks, service names, trade names, trade secrets copyrights, licenses and copyrights other intellectual property rights used in the conduct of its business as now conductedconducted or as proposed to be conducted (the "Proprietary Information") without, free and clear to the best of all claimsits knowledge, mortgages, Liens, loans, and encumbrances, except such encumbrances and Liens which arise in the ordinary course of business and do not materially impair KETOSPORTS's ownership infringing upon or use of such intellectual property rights. All of the patents, trademarks, service marks and copyrights that KETOSPORTS owns or has otherwise acting adversely to the right or license to use are shall be provided upon request at any time. (b) KETOSPORTS has no actual knowledge, without any investigation, that KETOSPORTS is infringing upon or misappropriating any valid intellectual property rights claimed right of any Person (including without limitation, former employers of all current and former employees, consultants, officers, directors and stockholders of KETOSPORTS), including the right person under or with respect to the name KETOSPORTS and its Facebook page and its web site address. Without any special investigation for purposes of this Agreement, KETOSPORTS, in its reasoned judgment, has determined that making, using or selling any products, services or methods, will not constitute an infringement or misappropriation by KETOSPORTS of the kind described in the preceding sentence. foregoing, and (cii) To KETOSPORTS's Knowledge, KETOSPORTS is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner of, licensor of, or other claimant to, any patent, trademark, trade nametradename, copyright or other intellectual property rightintangible asset, with respect to the use thereof or in connection with the conduct of its business or otherwise. (b) To the best of its knowledge, the Company owns or has the unrestricted right to use all trade secrets, including know-how, inventions, designs, processes, computer programs, security buy or sell research models and technical data required for or incident to the development, manufacture, operation and sale of all products and services sold or proposed to be sold by the Company (the "Trade Secret Information"), free and clear of any rights, liens or claims of others, including without limitation former employers of all employees of the Company. (c) True and complete copies of all papers and documents relating to the Proprietary Information and Trade Secret Information have been made available to Purchasers, including all patent application file histories, trademark and service ▇▇▇▇ application file histories, copyright registration file histories, license and option negotiation papers, purchase negotiation papers, and all licenses, assignments and agreements relating to the Proprietary Information and Trade Secret Information. (d) There is no pending or, to the Company's knowledge, threatened claim or litigation against the Company relating to the Proprietary Information or Trade Secret Information, or asserting the infringement or other violation of any intellectual property rights of any third party or past or current employee of the Company. (e) To the Company's knowledge, there is no claim that can be asserted by or against a third party for infringement, misappropriation, breach or otherwise relating to the Proprietary Information or Trade Secret Information.

Patents and Other Intangible Assets. (a) KETOSPORTS ROKIN owns or has the right or license to use all patents, trademarks , service marks, service names, trade names, trade secrets and copyrights used in the conduct of its business as now conducted, free and clear of all claims, mortgages, Liens, loans, and encumbrances, except such encumbrances and Liens which arise in the ordinary course of business and do not materially impair KETOSPORTSROKIN's ownership or use of such intellectual property rights. All of the patents, trademarks, service marks and copyrights that KETOSPORTS ROKIN owns or has the right or license to use are shall be provided upon request at any time. (b) KETOSPORTS ROKIN has no actual knowledge, without any investigation, that KETOSPORTS ROKIN is infringing upon or misappropriating any valid intellectual property rights of any Person (including without limitation, former employers of all current and former employees, consultants, officers, directors and stockholders of KETOSPORTSROKIN), including the right to the name KETOSPORTS ROKIN and its Facebook page and its web site address. Without any special investigation for purposes of this Agreement, KETOSPORTSROKIN, in its reasoned judgment, has determined that making, using or selling any products, services or methods, will not constitute an infringement or misappropriation by KETOSPORTS ROKIN of the kind described in the preceding sentence. (c) To KETOSPORTSROKIN's Knowledge, KETOSPORTS ROKIN is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner of, licensor of, or other claimant to, any patent, trademark, trade name, copyright or other intellectual property right, with respect to the use thereof or in connection with the conduct of its business or otherwise.

Patents and Other Intangible Assets. (a) KETOSPORTS MBI owns or has the right or license to use all patents, trademarks trademarks, service marks, service names, trade names, trade secrets and copyrights used in the conduct of its business as now conducted, free and clear of all claims, mortgages, Liensliens, loans, and encumbrances, except such encumbrances and Liens liens which arise in the ordinary course of business and do not materially impair KETOSPORTS's MBI’s ownership or use of such intellectual property rights. All of the material patents, trademarks, service marks and copyrights that KETOSPORTS MBI owns or has the right or license to use are shall be provided upon request at any timelisted or described in Section 5.09 of the MBI Disclosure Letter. (b) KETOSPORTS Except as set forth in Section 5.09 of the MBI Disclosure Letter, MBI has no actual knowledge, without any investigation, that KETOSPORTS MBI is infringing upon or misappropriating any valid intellectual property rights of any Person or entity (including without limitation, former employers of all current and former employees, consultants, officers, directors and stockholders of KETOSPORTSMBI), including the right to the name KETOSPORTS and its Facebook page and its web site address. Without any special investigation for purposes of this Agreement, KETOSPORTSMBI, in its reasoned judgment, has determined that making, using or selling any products, services products or methods, methods set forth in Section 5.09 of the MBI Disclosure Letter will not constitute an infringement or misappropriation by KETOSPORTS MBI of the kind described in the preceding sentence. (c) To KETOSPORTS's KnowledgeExcept as set forth in Section 5.09 of the MBI Disclosure Letter, KETOSPORTS MBI is not obligated or under any liability whatsoever to make any payments by way of royalties, fees or otherwise to any owner of, licensor of, or other claimant to, any patent, trademark, trade name, copyright or other intellectual property right, with respect to the use thereof or in connection with the conduct of its business or otherwise. (d) MBI has obtained from all employees and consultants of MBI an invention assignment and confidentiality agreement (or substantially similar agreement), copies of which were previously made available to the Company.