Common use of Purchase and Sale of Software and Intellectual Property Clause in Contracts

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 Vendor and the Business is a licensee or a licensor of intellectual property of a nature described in paragraphs (A)-(E) above; and (iii) for greater certainty, all of the Vendor's rights to develop, modify, market, sell, distribute, license and install the current and any future releases of the Software and Intellectual Property as outlined in Schedule A.

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 Time of business on the Effective DateClosing: (ia) the Software 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 Business, and all other material related to the said computer programs, all as they exist at the Time of Vendor's intellectual property rights in Closing, whether under development or as currently being marketed by the Software as listed on Schedule A, subject Vendor specifically with respect to Schedules H and Ithe Business (the "Software"); (iib) all other intellectual property of the Vendor relating solely primarily to the Business existing as of the Time of Closing and used or currently being developed for use by the Vendor solely primarily in connection with the Business, whether registered or unregistered (the "Intellectual Property"), including without limitation: (Ai) Copyrights - all copyrights in the Software owned by the Vendor and used solely primarily in connection with the Business, including without limitation, all copyrights in and to the Software and all applications and registrations of such copyrights; (Bii) Trade-marks -- - all trade-marks, trade-names, service marks, brand names, logos or the like owned by the Vendor and used solely primarily in connection with the Business and Business, including, without limitation, those listed in Schedule AB, whether used in association with wares or services, and all associated goodwill and all applications, registrations, renewals, modifications and extensions of such trade-marks;; - 4 - (Ciii) Patents - all patents, patent applications and other patent rights, if any, owned by rights of the Vendor that are used solely primarily in connection with the Business and are Business, including, without limitation, those listed in Schedule AB, including divisional and continuation patents; (Div) Name -- - all of the Vendor's rights in the names associated with the products listed in Schedule AB; (Ev) Technology - all technology created, developed or acquired by the Vendor in connection with the Software that is used solely primarily 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;; and (Fvi) Licenses -- to the extent assignable, - all licenses, sub-licenses and franchises related to the Vendor and the Business in which the Vendor and the Business is a licensee or a licensor of intellectual property of a nature described in paragraphs (A)-(Ei - v) above; and. (iiic) for greater certainty, all of the Vendor's rights to develop, modify, market, sell, distribute, license and install the current and any future releases of the Software and Intellectual Property as outlined in Schedule A.B.