Purchase and Sale of Software and Intellectual Property Clause Samples

The 'Purchase and Sale of Software and Intellectual Property' clause defines the terms under which ownership of software and related intellectual property rights are transferred from the seller to the buyer. This clause typically specifies what software and intellectual property are included in the transaction, outlines any limitations or exclusions, and may address the delivery method and timing. Its core function is to clearly establish the scope of assets being sold and ensure both parties understand the rights and obligations associated with the transfer, thereby preventing future disputes over ownership or usage rights.
Purchase and Sale of Software and Intellectual Property. (a) Upon and subject to the terms and conditions hereof, the Vendor will sell, convey, assign and transfer in perpetuity to the Purchaser free and clear of all Liens, and Purchaser will purchase from the Vendor, as of and with effect from the opening of business on the Effective Date: (i) the Software and all of Vendor's intellectual property rights in the Software as listed on Schedule A, subject to Schedules H and I; (ii) all intellectual property of the Vendor relating solely to the Business existing as of the Time of Closing and used or currently being developed for use by the Vendor solely in connection with the Business, whether registered or unregistered (the "Intellectual Property"), including without limitation: (A) Copyrights - all copyrights in the Software owned by the Vendor and used solely in connection with the Business, including without limitation, all copyrights in and to the Software and all applications and registrations of such copyrights; (B) Trade-marks -- all trade-marks, trade-names, service marks, brand names, logos or the like owned by the Vendor and used solely in connection with the Business and listed in Schedule A, whether used in association with wares or services, and all associated goodwill and all applications, registrations, renewals, modifications and extensions of such trade-marks; (C) Patents - all patents, patent applications and other patent rights, if any, owned by the Vendor that are used solely in connection with the Business and are listed in Schedule A, including divisional and continuation patents; (D) Name -- all of the Vendor's rights in the names associated with the products listed in Schedule A; (E) Technology - all technology created, developed or acquired by the Vendor in connection with the Software that is used solely in connection with the Business whether or not patented or patentable and whether or not fixed in any medium whatsoever, including without limitation, all inventions, know how, techniques, processes, procedures, methods, trade secrets, research and technical data, records, formulae, designs, sketches, patterns, specifications, schematics, blue prints, flow charts or sheets, equipment and parts lists and descriptions, samples, reports, studies, findings, algorithms, instructions, guides, manuals, and plans for new or revised products and/or services; (F) Licenses -- to the extent assignable, all licenses, sub-licenses and franchises related to the Vendor and the Business in which the Vendo...
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Purchase and Sale of Software and Intellectual Property. (a) Upon and subject to the terms and conditions hereof, at the Time of Closing, the Seller will sell, assign and transfer to the Purchaser free and clear of all Liens, except Permitted Liens, and the Purchaser will purchase from the Seller: (i) the Software; (ii) all intellectual property rights worldwide in and to the Software, whether registered or unregistered (the “Intellectual Property”), including, without limitation: a) Copyrights – all copyrights in the Software, including, without limitation, all applications and registrations of such copyrights;
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Purchase and Sale of Software and Intellectual Property. Upon and subject to the terms and conditions hereof, the Vendor will sell, assign and transfer in perpetuity to CHS Canada free and clear of all Liens, other than Permitted Liens, and CHS Canada will purchase: (a) the Software and all intellectual property rights worldwide in the Software; and (b) all intellectual property owned or purported to be owned by the Vendor, to the extent used in the Purchased Business, and used or currently being developed for use by the Vendor in the Purchased Business and all rights of the Vendor therein, worldwide, whether registered or unregistered (the “Intellectual Property”), including without limitation in each case to the extent used in the Purchased Business: (i) Copyrights - copyrights owned or purported to be owned by the Vendor, including, without limitation, all copyrights in and to the computer software programs listed in Schedule C, including the Software and all applications and registrations of such copyrights; (ii) Trade-marks; Domain Names - trade-marks, trade-names, service marks, brand names, logos, domain names or the like owned or purported to be owned by the Vendor, whether used in association with wares or services, including, without limitation, those trade-marks listed in Schedule C and all applications, registrations, renewals, modifications and extensions of such trade-marks and domain names;
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Purchase and Sale of Software and Intellectual Property. Upon and subject to the terms and conditions hereof, Seller will sell, convey, assign and transfer in perpetuity to Buyer free and clear of all Liens other than Permitted Liens, and Buyer will purchase from - 4 - Seller, as of and with effect from the Time of Closing, all of the following Intellectual Property and Software used in the Records Management Business: (a) all of Seller's computer programs known by the names as set out in Schedule B (excluding the category headings), including all versions thereof, and all related documentation, manuals, source code and object code, program files, data files, computer related data, field and data definitions and relationships, data definition specifications, data models, program and system logic, interfaces, program modules, routines, sub-routines, algorithms, program architecture, design concepts, system designs, program structure, sequence and organization, screen displays and report layouts specifically related to the Records Management Business, and all other material related to those computer programs, all as they exist at the Time of Closing, whether under development or as currently being marketed or supported by Seller specifically with respect to the Records Management Business (the "Software"); (b) all other intellectual property owned by Seller and used in the Records Management Business existing as of the Time of Closing and used or currently being developed for use by Seller in connection with the Records Management Business, whether registered or unregistered (the "Intellectual Property"), including without limitation:
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Purchase and Sale of Software and Intellectual Property. (a) Upon and subject to the terms and conditions hereof, the Vendor will sell, convey, assign and transfer in perpetuity to the Purchaser free and clear of all Liens, and Purchaser will purchase from the Vendor, as of and with effect from the opening of business on the Effective Date: (i) the Software and all intellectual property rights in the Software as listed on Schedule B; (ii) all intellectual property of the Vendor relating solely to the Business existing as of the Time of Closing and used or currently being developed for use by the Vendor solely in connection with the Business, whether registered or unregistered (the "Intellectual Property"), including without limitation: a) Copyrights - all copyrights in the Software owned by the Vendor and used solely in connection with the Business, including without limitation, all copyrights in and to the Software and all applications and registrations of such copyrights; b) Trade-marks - the trade-marks, trade-names, service marks, brand names, logos or the like owned by the Vendor and used solely in connection with the Business and listed in Schedule B, whether used in association with wares or services, and all associated goodwill and all applications, registrations, renewals, modifications and extensions of such trade-marks;
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Purchase and Sale of Software and Intellectual Property. Upon and subject to the terms and conditions hereof, the Group will sell, convey, assign and transfer in perpetuity to Jonas Canada free and clear of all Liens, other than Permitted Liens, and Jonas Canada will purchase, wherever such assets are located and whether such assets are tangible or intangible, and whether or not any of such assets have any value for accounting purposes or are carried or reflected on or specifically referred to in Group’s books or financial statements: (a) the Software, and all intellectual property rights of the Group in the Software; and (b) all of the intellectual property owned by the Group and used or currently being developed for use by the Group and all rights of the Group therein, worldwide, whether registered or unregistered (collectively with the Software, the “Intellectual Property”), including: (i) Copyrights - all copyrights owned by the Group, including without limitation, all copyrights in and to the computer software programs listed in Schedule C, including the Software and all applications and registrations of such copyrights;
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Related to Purchase and Sale of Software and Intellectual Property

  • Intellectual Property; Software Other than as set forth on Schedule 5.12: (a) There are no Copyrights, Patent Rights and Trademarks (including any assumed or fictitious names used by the Company within the previous two (2) years) owned by or licensed to the Company. (b) There is no Software owned by or licensed to the Company except for mass market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (c) The Company is not a party to Contracts which relate to: (i) any Copyrights, Patent Rights or Trademarks; (ii) any Trade Secrets owned by or licensed to the Company; and (iii) any Software, other than market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (d) The Company owns the entire right, title and interest in and to, or has the valid and enforceable right to use, the Intellectual Property and Software used in the Business as currently conducted, and to the Knowledge of Seller there is no other Intellectual Property necessary for the Company to conduct the Business as currently conducted. (i) No infringement, misappropriation or violation of any Intellectual Property, or any rights of publicity or privacy relating to the use of names, likenesses, voices, signatures or biographical information, of any other Person has occurred or results in any way from the operation of the Business or the use, sale or distribution of any Intellectual Property owned by or licensed exclusively to the Company; (ii) no claim of any infringement, misappropriation, violation or dilution of any Intellectual Property or any such rights of any other Person has been made or asserted in respect of the operation of the Business; (iii) no claim of invalidity of any Intellectual Property owned by the Company has been made by any other Person; (iv) no Proceedings are pending or, to the Knowledge of Seller, threatened that challenge the validity, ownership or use of any Intellectual Property owned by the Company; (v) the Company has not had notice of, and, to the Knowledge of Seller, there is no basis for, a claim against the Company that the operations, activities, products, Software, equipment or processes of the Business infringe, misappropriate, violate or dilute any Intellectual Property or any such rights of any other Person; and (vi) to the Knowledge of Seller, no Person infringes, misappropriates or violates any Intellectual Property owned or exclusively licensed by or to Seller, in each case except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • COPY RIGHT AND INTELLECTUAL PROPERTY 8.1. All information (inclusive of data, text, image) displayed in ▇▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇.▇▇ shall not be used or published in other channels without the express written permission of PAH. PAH has the right to use any available legal remedies which may include the demand for factual or statutory damages, solicitor's fees and injunctive relief for any violation of PAH's intellectual property rights.

  • Background Intellectual Property “Background Intellectual Property” means property and the legal right therein of either or both parties developed before or independent of this Agreement including inventions, patent applications, patents, copyrights, trademarks, mask works, trade secrets and any information embodying proprietary data such as technical data and computer software. Both parties agree to provide the Background Intellectual Property necessary to complete the objectives of the project. Both parties shall retain all rights to their respective Background Intellectual Property provided for this purpose. Neither party shall assume any rights in the other party’s Background Intellectual Property provided for this project other than the right to use said Background Intellectual Property to achieve the objectives of this project.

  • Owned Intellectual Property Schedule 5.11 is a complete list of all patents, applications for patents, trademarks, applications to register trademarks, service marks, applications to register service marks, mask works, trade dress and copyrights for which the Borrower is the owner of record (the “Owned Intellectual Property”). Except as disclosed on Schedule 5.11, (i) the Borrower owns the Owned Intellectual Property free and clear of all restrictions (including covenants not to ▇▇▇ a third party), court orders, injunctions, decrees, writs or Liens, whether by written agreement or otherwise, (ii) no Person other than the Borrower owns or has been granted any right in the Owned Intellectual Property, (iii) all Owned Intellectual Property is valid, subsisting and enforceable and (iv) the Borrower has taken all commercially reasonable action necessary to maintain and protect the Owned Intellectual Property.