Proprietary Information and Materials Transfer to Embarq Sample Clauses

Proprietary Information and Materials Transfer to Embarq. (a) Sprint hereby assigns and will cause each Sprint Group member to assign to the Embarq Group member designated by Embarq, subject to any applicable rights of Third Parties, all right title and interest to any Proprietary Information existing as of the Distribution Date owned by a Sprint Group member that: (i) is Primarily used in the Embarq Business; or (ii) is solely in the possession of an Embarq Group member, excluding any incidental possession by a Sprint Group member; or (iii) is being developed Primarily for an Embarq Group member but is not in use by any Embarq Group member; or (iv) is listed or described on Exhibit A (collectively, but excluding Customer Related Proprietary Information, the “Embarq Proprietary Information”). All other Proprietary Information owned by Sprint or any Sprint Group member prior to the Distribution Date (but excluding Customer Related Proprietary Information, the “Sprint Proprietary Information”) is and will remain the exclusive property of the Sprint Group. (b) Sprint hereby assigns and will cause each Sprint Group member to assign to the Embarq Group member designated by Embarq, subject to any applicable rights of Third Parties, all right title and interest to any Materials existing as of the Distribution Date owned by a Sprint Group member that: (i) are Primarily used in the Embarq Business; or (ii) are solely in the possession of an Embarq Group member, excluding any incidental possession by a Sprint Group member; (iii) are being developed Primarily for an Embarq Group member but is not in use by any Embarq Group member or (iv) are listed or described on Exhibit A; (collectively, the “Embarq Materials”). All other Materials owned by Sprint or any Sprint Group member prior to the Distribution Date (the “Sprint Materials”) are and will remain the exclusive property of the Sprint Group.
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Related to Proprietary Information and Materials Transfer to Embarq

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