Common use of Intellectual Property and Proprietary Rights Clause in Contracts

Intellectual Property and Proprietary Rights. a. I understand that the Company’s trademarks, service marks, trade names, trade dress, patents, trade secrets, and copyrighted materials (collectively the “Intellectual Property”) belong solely to or have been licensed for use by the Company, and any use of the Company’s Intellectual Property must be in strict compliance with the Company Policies. b. I acknowledge that the Company has exclusive proprietary rights to information developed by or for the Company, such as, but not limited to, Team Member Lists, Company-generated customer lists, customer profile data, manufacturing procedures, product development information, product purchase information, consultant and advisor lists, operating, financial, and marketing materials, and all other information not provided by the Company to the public, and that such information is confidential (the “Confidential Information”). I agree not to use or disclose such Confidential Information to any party except in strict accordance with the Company Policies. Any Confidential Information given to me is based on my role as a Team Member and may be used solely in my business relationship with the Company. During the term of the Contract and thereafter, I will not sell or use Confidential Information to sell products or services other than Xendurance products and services, or in connection with any other business, or for any other reason except in compliance with the Contract. Upon termination or nonrenewal of the Contract, I will immediately cease all use of the Company’s Intellectual Property and Confidential Information, and upon request, I will return all such materials in my possession or control to the Company. c. I agree that upon any breach of the provisions herein relating to the Company’s Intellectual Property and Confidential Information, the Company will be immediately and irreparably harmed and will not be made whole solely by monetary damages. I further agree that the remedy at law for any breach of any such provision shall be inadequate; and that in addition to any other remedies, in law or in equity it may have, the Company will be entitled, without the necessity of proving actual damages or posting bond, to temporary and permanent injunctive relief to prevent the breach or threatened breach of any such provision and/or to compel specific performance of such provisions.

Intellectual Property and Proprietary Rights. a. I understand that the Company’s trademarks, service marks, trade names, trade dress, patents, trade secrets, and copyrighted materials (collectively the “Intellectual Property”) belong solely to or have been licensed for use by the Company, and any use of the Company’s Intellectual Property must be in strict compliance with the Company Policies. b. . I acknowledge that the Company has exclusive proprietary rights to information developed by or for the Company, such as, but not limited to, Team Member ListsFanatic lists, Company-generated customer lists, customer profile data, manufacturing procedures, product development information, product purchase information, consultant and advisor lists, operating, financial, and marketing materials, and all other information not provided by the Company to the public, and that such information is confidential (the “Confidential Information”). I agree not to use or disclose such Confidential Information to any party except in strict accordance with the Company Policies. Any Confidential Information given to me is based on my role as a Team Member Fanatic and may be used solely in my business relationship with the Company. During the term of the Contract and thereafter, I will not sell or use Confidential Information to sell products or services other than Xendurance products and servicesHello Love products, or in connection with any other business, or for any other reason except in compliance with the Contract. Upon termination or nonrenewal of the Contract, I will immediately cease all use of the Company’s Intellectual Property and Confidential Information, and upon request, I will return all such materials in my possession or control to the Company. c. . I agree that upon any breach of the provisions herein relating to the Company’s Intellectual Property and Confidential Information, Information will cause immediate and irreparable harm to the Company will be immediately and irreparably harmed and that the Company will not be made whole following such breach solely by monetary damages. I further agree that the remedy at law for any breach of any such provision shall will be inadequate; and that in addition to any other remedies, remedies in law or in equity it may have, the Company will be entitled, without the necessity of proving actual damages or posting bond, to temporary and permanent injunctive relief to prevent the breach or threatened breach of any such provision and/or to compel specific performance of such provisions.

Intellectual Property and Proprietary Rights. a. I understand that the Company’s trademarks, service marks, trade names, trade dress, patents, trade secrets, (a) Schedule 2.1(a)(vii) contains a complete and copyrighted materials (collectively the “accurate list of each category of Intellectual Property”) belong solely to or have been licensed for use by the Company, and any use Property of the Company’s Intellectual Property must be Seller Companies included in strict compliance with the Company PoliciesPurchased Assets. There is no reasonably foreseeable or, to the Knowledge of the Seller Companies, threatened loss of any Assigned IP. The Seller Companies have taken commercially reasonable and appropriate actions to maintain and protect the Assigned IP. The consummation of the transactions contemplated hereby shall not result in the expiration or loss of any material Assigned IP. b. I acknowledge that the Company has exclusive proprietary rights to information developed by or for the Company, such as, but not limited (b) The Seller Companies have good and marketable title to, Team Member Listsor valid and continuing licenses to use, Company-generated customer listsall Proprietary Rights and other intangible assets used in their operation of the Business. The Seller Companies will assign as of the First Closing such ownership of, customer profile dataor such rights by license or other agreement to use, manufacturing proceduresall of the Assigned IP as is necessary to permit the Purchaser to conduct the Business as currently conducted. None of the Assigned IP is subject to any Encumbrances. (c) The Business and the Purchased Assets do not infringe upon the Proprietary Rights or other rights or interests of any Person and there are no present or, product development information, product purchase information, consultant and advisor lists, operating, financial, and marketing materials, and all other information not provided by the Company to the public, and that such information is confidential (the “Confidential Information”). I agree not to use or disclose such Confidential Information to any party except in strict accordance with the Company Policies. Any Confidential Information given to me is based on my role as a Team Member and may be used solely in my business relationship with the Company. During the term Knowledge of the Contract and thereafterSeller Companies, I will not sell or use Confidential Information threatened infringements relating to sell products or services other than Xendurance products and services, or in connection with any other business, or for any other reason except in compliance with the Contract. Upon termination or nonrenewal of the Contract, I will immediately cease all use of the Company’s Intellectual Property and Confidential Informationthe Intangible Assets by any Person. Except as set forth in Schedule 4.6, and upon requestthere are no pending or, I will return all such materials in my possession or control to the Company. c. I agree that upon any breach Knowledge of the provisions herein Seller Companies, threatened Actions by any Person against the Seller Companies relating to their use of any Intellectual Property. Except as listed on Schedule 4.6, to the Company’s Intellectual Property Knowledge of the Seller Companies, no Person has or is currently infringing or diluting any of the Seller Companies' rights in or to the Assigned IP. Except as set forth on Schedule 4.6, none of the Marks included in the Purchased Assets has been abandoned and Confidential Informationnone of the Marks included in the Purchased Assets, nor any copyright included in the Purchased Assets is subject to any outstanding order, decree, judgment, stipulation, injunction, written restriction or agreement restricting the scope of use thereof, in any case which would reasonably be expected to have a Material Adverse Effect. Each of the registered Marks and copyrights set forth on Schedule 4.6 has been duly registered and such registrations remain in full force and effect. Except as set forth on Schedule 4.6, to the Knowledge of the Seller Companies, there are no material infringing or diluting uses of the Marks. Except as set forth on Schedule 4.6, the Company will be immediately Seller Companies have not granted any license (other than such licenses and irreparably harmed and will not be made whole solely by monetary damages. I further agree that permissions for one-time or limited use granted in the remedy at law for any breach ordinary course of any such provision shall be inadequate; and that in addition business) to any other remedies, in law or in equity it may have, Person to use any of the Company will be entitled, without the necessity of proving actual damages or posting bond, to temporary and permanent injunctive relief to prevent the breach or threatened breach of any such provision and/or to compel specific performance of such provisionsMarks.