Intellectual Property Assignment Agreements Clause Samples

Intellectual Property Assignment Agreements. The Seller shall cause the Company to enter into proprietary information, confidentiality and assignment agreements substantially in the Company’s standard form provided to the Buyer prior to the date hereof with each of the individuals listed on Schedule 7.3(m) of the Disclosure Schedules.

Intellectual Property Assignment Agreements. In order to carry out the intent of the Parties with respect to the recordation of the transfers of any registrations or applications of Nuance IP or SpinCo IP, as applicable, to the extent the ownership thereof has transferred from a member of the Nuance Group to a member of the SpinCo Group, or vice versa, pursuant to the Separation Agreement or any other Ancillary Agreement, the Parties shall execute intellectual property assignments in a form substantially similar to that attached as Exhibit A1 (the “Patent Assignment Agreement”), Exhibit A2 (the “Trademark Assignment Agreement”), Exhibit A3 (the “Domain Name Assignment Agreement”) and Exhibit A4 (the “Invention Disclosure Assignment Agreement”) as well as such additional case specific assignments as deemed appropriate or necessary under applicable Laws (collectively, the “Intellectual Property Assignment Agreements”) for recordation with the appropriate Governmental Authority.

Intellectual Property Assignment Agreements. The Seller and the Shareholder Parties shall have executed any and all intellectual property assignment agreements necessary to transfer the Seller Intellectual Property to the Purchaser, in each case in a form reasonably satisfactory to the Purchaser, to be filed, where appropriate, with the relevant Government Entity at Purchaser’s sole expense.

Intellectual Property Assignment Agreements. B▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall execute and deliver the Intellectual Property Assignment Agreement in the form attached hereto as Exhibit I.

Intellectual Property Assignment Agreements. At the Closing, the Seller and the Buyer shall execute and deliver the Domain Assignment Agreement and the Trademark Assignment Agreement, which are attached hereto as Exhibit D (together, the “IP Assignment Agreements”). Buyer and Seller, or appropriate Affiliates thereof, will execute and deliver one or more additional IP Assignment Agreements as necessary to facilitate the transfer of the Purchased Domain Names set forth on Schedule 2.1. [***] Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Intellectual Property Assignment Agreements. Prior to the Closing, the Shareholders shall cause each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ to execute and deliver an Intellectual Property assignment agreement, in the form attached hereto as Exhibit E, that assigns all right title and interest in and to the ▇▇▇▇▇ Brand Rights to the Company (the “Intellectual Property Assignment Agreements”).

Intellectual Property Assignment Agreements. Prior to the Closing Date, Congo shall use its reasonable best efforts to cause each Person who contributed to the development of Intellectual Property Rights for or on behalf of the Business (including all Leased Employees (as defined under the Congo MSA)), and who has not executed a written agreement assigning to one of the Congo MSA Parties all such Intellectual Property Rights, including the Persons identified on Schedule 6.21, to execute an agreement, in form and substance reasonably acceptable to Buyer, confirming the assignment of all Intellectual Property Rights created or developed by such Person to a Congo MSA Party to hold in trust for the sole right and benefit of the Company (each, a “Confirmatory IP Assignment”). Notwithstanding the foregoing, the execution and delivery of Confirmatory IP Assignments are not a condition to closing the Transactions.

Intellectual Property Assignment Agreements. All intellectual property assignment agreements entered into with the UK Company and each UK Employee.

Intellectual Property Assignment Agreements. The Company shall have delivered to Purchaser intellectual property and invention assignment agreements, in form and substance reasonably acceptable to Purchaser, duly executed by ▇▇▇▇▇ Churches, ▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.