Common use of Patents, Trademarks, Trade Names Clause in Contracts

Patents, Trademarks, Trade Names. The Harbinger Disclosure Letter sets forth a true and complete list of (i) all patents, trademarks, trade names (including all U.S. federal and state registrations and foreign registrations and applications pertaining thereto) and registered copyrights owned by Harbinger or the Harbinger Subsidiaries (collectively, the "Harbinger Proprietary Intellectual Property") and (ii) all patents, trademarks, trade names, copyrights, technology and processes used by Harbinger or the Harbinger Subsidiaries in their respective businesses which are material to their respective businesses and are used pursuant to a license or other right granted by a third party (collectively, the "Harbinger Licensed Intellectual Property", and together with the Harbinger Proprietary Intellectual Property referred to as "Harbinger Intellectual Property"). A true and complete list of all such licenses with respect to Harbinger Licensed Intellectual Property is set forth in the Harbinger Disclosure Letter. Neither Harbinger nor any of the Harbinger Subsidiaries has granted any right, license or other interest in the Harbinger Proprietary Intellectual Property to any third party, except for end-user licenses granted by Harbinger to its customers in the ordinary course. Each of the federal, state and foreign registrations pertaining to the Harbinger Proprietary Intellectual Property is valid and in full force and effect. All required filings in association with such registrations have been properly made and all required fees have been paid. Harbinger and each of the Harbinger Subsidiaries own, or have the right to use pursuant to valid and effective agreements, all Harbinger Intellectual Property, free and clear of any lien, claim or encumbrance, and the consummation of the transactions contemplated by this Agreement will not alter or impair any such rights. No claims are pending against Harbinger or the Harbinger Subsidiaries by any person with respect to the use of any Harbinger Intellectual Property or challenging or questioning the validity or effectiveness of any license or agreement relating to the same, and to the best knowledge of Harbinger, the current use by Harbinger and the Harbinger Subsidiaries of the Harbinger Intellectual Property does not infringe on the rights of any third party. The conduct by Harbinger and the Harbinger Subsidiaries of their respective businesses, including the provision of services to customers, as currently conducted and as proposed to be conducted, does not and will not conflict with or infringe, to the best knowledge of Harbinger, upon any patent, copyright, trade secret, trademark or other intellectual property right of any third party, and Harbinger has not received notice of any such alleged infringement. The Harbinger Disclosure Letter sets forth a list of all jurisdictions in which Harbinger or the Harbinger Subsidiaries is operating under a trade name, and each jurisdiction in which any such trade name is registered.

Patents, Trademarks, Trade Names. The Harbinger Premenos Disclosure Letter sets forth a true and complete list of (i) all patents, trademarks, trade names (including all U.S. federal and state registrations and foreign registrations and applications pertaining thereto) and registered copyrights owned by Harbinger Premenos or the Harbinger Subsidiaries its subsidiaries (collectively, the "Harbinger Premenos Proprietary Intellectual Property") and (ii) all patents, trademarks, trade names, copyrights, technology and processes used by Harbinger Premenos or the Harbinger Subsidiaries its subsidiaries in their respective businesses its business which are material to their respective businesses its business and are used pursuant to a license or other right granted by a third party (collectively, the "Harbinger Premenos Licensed Intellectual Property", and together with the Harbinger Premenos Proprietary Intellectual Property referred to as "Harbinger Premenos Intellectual Property"). A true and complete list of all such licenses with respect to Harbinger Premenos Licensed Intellectual Property is set forth in the Harbinger Premenos Disclosure Letter. Neither Harbinger Premenos nor any of the Harbinger Subsidiaries its subsidiaries has granted any right, license or other interest in the Harbinger Premenos Proprietary Intellectual Property to any third party, except for end-user licenses granted by Harbinger Premenos to its customers in the ordinary course. Each of the federal, state and foreign registrations pertaining to the Harbinger Premenos Proprietary Intellectual Property is valid and in full force and effect. All required filings in association with such registrations have been properly made and all required fees have been paid. Harbinger Premenos and each of the Harbinger Subsidiaries its subsidiaries own, or have the right to use pursuant to valid and effective agreements, all Harbinger Premenos Intellectual Property, free and clear of any lien, claim or encumbrance, and the consummation of the transactions contemplated by this Agreement will not alter or impair any such rights. No claims are pending against Harbinger Premenos or the Harbinger Subsidiaries any of its subsidiaries by any person with respect to the use of any Harbinger Premenos Intellectual Property or challenging or questioning the validity or effectiveness of any license or agreement relating to the same, and the current use by Premenos and its subsidiaries of the Premenos Intellectual Property does not, to the best knowledge of HarbingerPremenos, the current use by Harbinger and the Harbinger Subsidiaries of the Harbinger Intellectual Property does not infringe on the rights of any third party. The conduct by Harbinger Premenos and the Harbinger Subsidiaries its subsidiaries of their respective businessesbusiness, including the provision of services to customers, as currently conducted and as proposed to be conductedconducted by Premenos, does not and will not conflict with or infringe, to the best knowledge of Harbinger, infringe upon any patent, copyright, trade secret, trademark or other intellectual property right of any third party, and Harbinger Premenos has not received notice of any such alleged infringement. The Harbinger Premenos Disclosure Letter sets forth a list of all jurisdictions in which Harbinger Premenos or the Harbinger Subsidiaries any of its subsidiaries is operating under a trade name, and each jurisdiction in which any such trade name is registered.

Patents, Trademarks, Trade Names. The Harbinger CIS Disclosure Letter sets forth a true and complete list of of: (i) all material patents, trademarks, trademarks and trade names (including all U.S. federal and federal, state registrations and foreign registrations and applications pertaining thereto) and registered copyrights all material copyright registrations owned by Harbinger CIS or the Harbinger Subsidiaries any of its subsidiaries (collectively, the "Harbinger Proprietary Intellectual Property") ); and (ii) all patents, trademarks, trade names, copyrights, copyrights and all technology and processes used by Harbinger CIS or the Harbinger Subsidiaries any of its subsidiaries in their respective businesses business which are material to their respective businesses its business and are used pursuant to a license or other right granted by a third party (collectively, the "Harbinger Licensed Intellectual Property"" and, and together with the Harbinger Proprietary Intellectual Property Property, herein referred to as "Harbinger Intellectual Property"). A true and complete list of all such licenses with respect to Harbinger Licensed Intellectual Property is set forth in the Harbinger CIS Disclosure Letter. Neither Harbinger nor any of the Harbinger Subsidiaries has granted any right, license or other interest in the Harbinger Proprietary Intellectual Property to any third party, except for end-user licenses granted by Harbinger to its customers in the ordinary course. Each of the federal, state and foreign registrations pertaining to the Harbinger Proprietary Intellectual Property is valid and in full force and effect. All required filings in association with such registrations have been properly made and all required fees have been paid. Harbinger and each of the Harbinger Subsidiaries ownCIS or such subsidiary owns, or have has the right to use pursuant to valid and effective agreements, all Harbinger Intellectual Property, free and clear of any lien, claim or encumbrance, and the consummation of the transactions contemplated by this Agreement hereby will not alter or impair any such rights, except for such defects in title or other matters which in the aggregate would not have a material adverse effect on the assets, liabilities, results of operations, financial condition, business or prospects of CIS and its subsidiaries taken as a whole. No claims are pending against Harbinger CIS or the Harbinger Subsidiaries any of its subsidiaries by any person with respect to the use of any Harbinger Intellectual Property or challenging or questioning the validity or effectiveness of any license or agreement relating to the same, and to the best knowledge of Harbinger, the current use by Harbinger and the Harbinger Subsidiaries CIS or any of its subsidiaries of the Harbinger Intellectual Property does not infringe on the rights of any third party. The conduct by Harbinger and the Harbinger Subsidiaries of their respective businesses, including the provision of services to customers, as currently conducted and as proposed to be conducted, does not and will not conflict with or infringe, to the best knowledge of Harbinger, upon any patent, copyright, trade secret, trademark or other intellectual property right of any third party, and Harbinger has not received notice of any such alleged infringement. The Harbinger CIS Disclosure Letter sets forth a list of all jurisdictions in which Harbinger CIS or the Harbinger Subsidiaries any of its subsidiaries is operating under a trade nametradename, and each jurisdiction in which any such trade name tradename is registered.

Patents, Trademarks, Trade Names. The Harbinger Disclosure Letter sets forth a true 10.1 Distributor hereby acknowledges Manufacturer’s exclusive right, title and complete list of (i) interest in and to any and all patents, trademarks, trademarks and trade names (including all U.S. federal hereinafter such trademarks and state registrations and foreign registrations and applications pertaining thereto) and registered copyrights owned by Harbinger or the Harbinger Subsidiaries (collectively, the "Harbinger Proprietary Intellectual Property") and (ii) all patents, trademarks, trade names, copyrights, technology and processes used by Harbinger or the Harbinger Subsidiaries in their respective businesses which are material to their respective businesses and are used pursuant to a license or other right granted by a third party (collectively, the "Harbinger Licensed Intellectual Property", and together with the Harbinger Proprietary Intellectual Property names shall be collectively referred to as "Harbinger Intellectual Property"the “Trademarks”). A true , patents (“Patents”) and complete list copyrights (“Copyrights”) which Manufacturer may have at any time adopted, used, registered or caused to be issued at any location and under the laws of all such licenses any jurisdiction, and Distributor agrees that it shall not do, or cause to be done, any acts or omissions contesting or in any way impairing or tending to impair any portion of Manufacturer’s right, title and interest in and to the Trademarks, Patents and Copyrights. 10.2 Distributor further acknowledges that, in connection with respect any reference to Harbinger Licensed Intellectual Property is set forth the Trademarks, Patents and Copyrights, Distributor shall not in any manner represent that it possesses any ownership interest in the Harbinger Disclosure Letter. Neither Harbinger Trademarks, Patents and Copyrights or the registration thereof, nor shall any of the Harbinger Subsidiaries has granted action taken by Distributor or on Distributor’s behalf create in Distributor’s favor, or in any third party’s favor, any right, license title or interest in and to the Trademarks, Patents and Copyrights. Distributor agrees to give due prominence to the fact that the Trademarks, Patents and Copyrights are the property of Manufacturer and in the event that Distributor refers to the Trademarks, Patents and Copyrights in advertising, promoting or in any other manner so as to identify the Products, Distributor shall clearly indicate Manufacturer’s ownership of the Trademarks, Patents and Copyrights. 10.3 Distributor acknowledges the validity of the Copyrights in any and all written material and/or packaging to which Manufacturer has a claim for copyright protection. Additionally, Distributor recognizes Manufacturer’s exclusive right to own and to seek copyright protection for and/or the registration of copyright of any translation of any and all sales literature, promotional or descriptive material furnished to Distributor by Manufacturer. 10.4 Distributor acknowledges the validity of the Patents in the Products and in any and all other products or items which have been patented by or on behalf of Manufacturer. 10.5 Distributor agrees to render to Manufacturer any and all assistance requested of it by Manufacturer in connection with the protection of the Trademarks, Patents and/or Copyrights, whether such protection is sought in and before any courts, administrative agencies or other interest such tribunals, and to make promptly available to Manufacturer the Distributor’s representatives, employees, officers, directors, attorneys, agents and sub-Distributors, any files, records, and any other information it possesses or to which it has access which may be of use or may be valid to Manufacturer in such connection. 10.6 Distributor agrees that at no time during the Harbinger Proprietary Intellectual Property term of this Agreement, nor at any time after this Agreement’s expiration or termination, shall Distributor adopt, register or use in any manner whatsoever, without Manufacturer’s prior written consent, any word, symbol or combination thereof, which in any way imitates, resembles or is similar to the Trademarks nor shall Distributor in any third partymanner whatsoever infringe the Patents and/or violate the Copyrights. 10.7 Distributor agrees that it will in no way alter, except for enddeface, remove, cover up or mutilate in any manner whatsoever, any trademark, serial or model number, the word “patent” and/or the patent number, copyright symbol, brand or name which Manufacturer may attach or affix or make a part of the Products. 10.8 Manufacturer shall be at liberty to supply the Products to the Distributor under any name, mark or trademark or get-user licenses granted by Harbinger up device as it may from time to time in its sole discretion determine and Distributor shall be obliged to sell the Products to its customers in the ordinary course. Each of the federalunder such name, state and foreign registrations pertaining to the Harbinger Proprietary Intellectual Property is valid and in full force and effect. All required filings in association with such registrations have been properly made and all required fees have been paid. Harbinger and each of the Harbinger Subsidiaries own, or have the right to use pursuant to valid and effective agreements, all Harbinger Intellectual Property, free and clear of any lien, claim or encumbrance, and the consummation of the transactions contemplated by this Agreement will not alter or impair any such rights. No claims are pending against Harbinger or the Harbinger Subsidiaries by any person with respect to the use of any Harbinger Intellectual Property or challenging or questioning the validity or effectiveness of any license or agreement relating to the same, and to the best knowledge of Harbinger, the current use by Harbinger and the Harbinger Subsidiaries of the Harbinger Intellectual Property does not infringe on the rights of any third party. The conduct by Harbinger and the Harbinger Subsidiaries of their respective businesses, including the provision of services to customers, as currently conducted and as proposed to be conducted, does not and will not conflict with or infringe, to the best knowledge of Harbinger, upon any patent, copyright, trade secretmark, trademark or other intellectual property right get-up device and shall not alter the presentation of the Products without Manufacturer’s prior written consent. In case of change in the products name, the Distributer will receive a 60 days prior notice from the Manufacturer. 10.9 Distributor will not make, nor allow any third partyparties to make, and Harbinger has not received notice of any such alleged infringement. The Harbinger Disclosure Letter sets forth a list of all jurisdictions in which Harbinger changes or the Harbinger Subsidiaries is operating under a trade name, and each jurisdiction in which modifications to any such trade name is registeredProducts without Manufacturer’s prior written consent.

Patents, Trademarks, Trade Names. The Harbinger Disclosure Letter sets forth a true 9.1 Distributor hereby acknowledges Manufacturer’s exclusive right, title and complete list of (i) interest in and to any and all patents, trademarks, trademarks and trade names (including all U.S. federal hereinafter such trademarks and state registrations and foreign registrations and applications pertaining thereto) and registered copyrights owned by Harbinger or the Harbinger Subsidiaries (collectively, the "Harbinger Proprietary Intellectual Property") and (ii) all patents, trademarks, trade names, copyrights, technology and processes used by Harbinger or the Harbinger Subsidiaries in their respective businesses which are material to their respective businesses and are used pursuant to a license or other right granted by a third party (collectively, the "Harbinger Licensed Intellectual Property", and together with the Harbinger Proprietary Intellectual Property names shall be collectively referred to as "Harbinger Intellectual Property"the “Trademarks”). A true , patents (“Patents”) and complete list copyrights (“Copyrights”) which Manufacturer may have at any time adopted, used, registered or caused to be issued at any location and under the laws of all such licenses any jurisdiction, and Distributor agrees that it shall not do, or cause to be done, any acts or omissions contesting or in any way impairing or tending to impair any portion of Manufacturer’s right, title and interest in and to the Trademarks, Patents and Copyrights. 9.2 Distributor further acknowledges that, in connection with respect any reference to Harbinger Licensed Intellectual Property is set forth the Trademarks, Patents and Copyrights, Distributor shall not in any manner represent that it possesses any ownership interest in the Harbinger Disclosure Letter. Neither Harbinger Trademarks, Patents and Copyrights or the registration thereof, nor shall any of the Harbinger Subsidiaries has granted action taken by Distributor or on Distributor’s behalf create in Distributor’s favor, or in any third party’s favor, any right, license title or interest in and to the Trademarks, Patents and Copyrights. Distributor agrees to give due prominence to the fact that the Trademarks, Patents and Copyrights are the property of Manufacturer and in the event that Distributor refers to the Trademarks, Patents and Copyrights in advertising, promoting or in any other manner so as to identify the Products, Distributor shall clearly indicate Manufacturer’s ownership of the Trademarks, Patents and Copyrights. 9.3 Distributor acknowledges the validity of the Copyrights in any and all written material and/or packaging to which Manufacturer has a claim for copyright protection. Additionally, Distributor recognizes Manufacturer’s exclusive right to own and to seek copyright protection for and/or the registration of copyright of any translation of any and all sales literature, promotional or descriptive material furnished to Distributor by Manufacturer. 9.4 Distributor acknowledges the validity of the Patents in the Products and in any and all other products or items which have been patented by or on behalf of Manufacturer. 9.5 Distributor agrees to render to Manufacturer any and all assistance requested of it by Manufacturer in connection with the protection of the Trademarks, Patents and/or Copyrights, whether such protection is sought in and before any courts, administrative agencies or other interest such tribunals, and to make promptly available to Manufacturer the Distributor’s representatives, employees, officers, directors, attorneys, agents and sub-Distributors, any files, records, and any other information it possesses or to which it has access which may be of use or may be valid to Manufacturer in such connection. 9.6 Distributor agrees that at no time during the Harbinger Proprietary Intellectual Property term of this Agreement, nor at any time after this Agreement’s expiration or termination, shall Distributor adopt, register or use in any manner whatsoever, without Manufacturer’s prior written consent, any word, symbol or combination thereof, which in any way imitates, resembles or is similar to the Trademarks nor shall Distributor in any third partymanner whatsoever infringe the Patents and/or violate the Copyrights. 9.7 Distributor agrees that it will in no way alter, except for enddeface, remove, cover up or mutilate in any manner whatsoever, any trademark, serial or model number, the word “patent” and/or the patent number, copyright symbol, brand or name which Manufacturer may attach or affix or make a part of the Products. 9.8 Manufacturer shall be at liberty to supply the Products to the Distributor under any name, mark or trademark or get-user licenses granted by Harbinger up device as it may from time to time in its sole discretion determine and Distributor shall be obliged to sell the Products to its customers in the ordinary course. Each of the federalunder such name, state and foreign registrations pertaining to the Harbinger Proprietary Intellectual Property is valid and in full force and effect. All required filings in association with such registrations have been properly made and all required fees have been paid. Harbinger and each of the Harbinger Subsidiaries own, or have the right to use pursuant to valid and effective agreements, all Harbinger Intellectual Property, free and clear of any lien, claim or encumbrance, and the consummation of the transactions contemplated by this Agreement will not alter or impair any such rights. No claims are pending against Harbinger or the Harbinger Subsidiaries by any person with respect to the use of any Harbinger Intellectual Property or challenging or questioning the validity or effectiveness of any license or agreement relating to the same, and to the best knowledge of Harbinger, the current use by Harbinger and the Harbinger Subsidiaries of the Harbinger Intellectual Property does not infringe on the rights of any third party. The conduct by Harbinger and the Harbinger Subsidiaries of their respective businesses, including the provision of services to customers, as currently conducted and as proposed to be conducted, does not and will not conflict with or infringe, to the best knowledge of Harbinger, upon any patent, copyright, trade secretmark, trademark or other intellectual property right get-up device and shall not alter the presentation of the Products without Manufacturer’s prior written consent. In case of change in the products name, the Distributer will receive a 60 days prior notice from the Manufacturer. 9.9 Distributor will not make, nor allow any third partyparties to make, and Harbinger has not received notice of any such alleged infringement. The Harbinger Disclosure Letter sets forth a list of all jurisdictions in which Harbinger changes or the Harbinger Subsidiaries is operating under a trade name, and each jurisdiction in which modifications to any such trade name is registeredProducts without Manufacturer’s prior written consent.

Patents, Trademarks, Trade Names. The Harbinger Disclosure Letter sets forth a true and complete list of (i) all patents, trademarks, trade names (including all U.S. federal and state registrations and foreign registrations and applications pertaining thereto) and registered copyrights owned by Harbinger or the Harbinger Subsidiaries (collectively, the "Harbinger Proprietary Intellectual Property") and (ii) all patents, trademarks, trade names, copyrights, technology and processes used by Harbinger or the Harbinger Subsidiaries in their respective businesses which are material to their respective businesses and are used pursuant to a license or other right granted by a third party (collectively, the "Harbinger Licensed Intellectual Property", and together with the Harbinger Proprietary Intellectual Property referred to as "Harbinger Intellectual Property"). A true and complete list of all such licenses with respect to Harbinger Licensed Intellectual Property is set forth in the Harbinger Disclosure Letter. Neither Harbinger nor any of the Harbinger Subsidiaries has granted any right, license or other interest in the Harbinger Proprietary Intellectual Property to any third party, except for end-user licenses granted by Harbinger to its customers in the ordinary course. Each of the federal, state and foreign registrations pertaining to the Harbinger Proprietary Intellectual Property is valid and in full force and effect. All required filings in association with such registrations have been properly made and all required fees have been paid. Harbinger and each of the Harbinger Subsidiaries own, or have the right to use pursuant to valid and effective agreements, all Harbinger Intellectual Property, free and clear of any lien, claim or encumbrance, and the consummation of the transactions contemplated by this Agreement will not alter or impair any such rights. No claims are pending against Harbinger or the Harbinger Subsidiaries by any person with respect to the use of any Harbinger Intellectual Property or challenging or questioning the validity or effectiveness of any license or agreement relating to the same, and to the best knowledge of Harbinger, the current use by Harbinger and the Harbinger Subsidiaries of the Harbinger Intellectual Property does not infringe on the rights of any third party. The conduct by Harbinger and the Harbinger Subsidiaries of their respective businesses, including the provision of A-27 28 services to customers, as currently conducted and as proposed to be conducted, does not and will not conflict with or infringe, to the best knowledge of Harbinger, upon any patent, copyright, trade secret, trademark or other intellectual property right of any third party, and Harbinger has not received notice of any such alleged infringement. The Harbinger Disclosure Letter sets forth a list of all jurisdictions in which Harbinger or the Harbinger Subsidiaries is operating under a trade name, and each jurisdiction in which any such trade name is registered.

Patents, Trademarks, Trade Names. The Harbinger Premenos Disclosure Letter sets forth a true and complete list of (i) all patents, trademarks, trade names (including all U.S. federal and state registrations and foreign registrations and applications pertaining thereto) and registered copyrights owned by Harbinger Premenos or the Harbinger Subsidiaries its subsidiaries (collectively, the "Harbinger Premenos Proprietary Intellectual Property") and (ii) all patents, trademarks, trade names, copyrights, technology and processes used by Harbinger Premenos or the Harbinger Subsidiaries its subsidiaries in their respective businesses its business which are material to their respective businesses its business and are used pursuant to a license or other right granted by a third party (collectively, the "Harbinger Premenos Licensed Intellectual Property", and together with the Harbinger Premenos Proprietary Intellectual Property referred to as "Harbinger Premenos Intellectual Property"). A true and complete list of all such licenses with respect to Harbinger Premenos Licensed Intellectual Property is set forth in the Harbinger Premenos Disclosure Letter. Neither Harbinger Premenos nor any of the Harbinger Subsidiaries its subsidiaries has granted any right, license or other interest in the Harbinger Premenos Proprietary Intellectual Property to any third party, except for end-user enduser licenses granted by Harbinger Premenos to its customers in the ordinary course. Each of the federal, state and foreign registrations pertaining to the Harbinger Premenos Proprietary Intellectual Property is valid and in full force and effect. All required filings in association with such registrations have been properly made and all required fees have been paid. Harbinger Premenos and each of the Harbinger Subsidiaries its subsidiaries own, or have the right to use pursuant to valid and effective agreements, all Harbinger Premenos Intellectual Property, free and clear of any lien, claim or encumbrance, and the consummation of the transactions contemplated by this Agreement will not alter or impair any such rights. No claims are pending against Harbinger Premenos or the Harbinger Subsidiaries any of its subsidiaries by any person with respect to the use of any Harbinger Premenos Intellectual Property or challenging or questioning the validity or effectiveness of any license or agreement relating to the same, and the current use by Premenos and its subsidiaries of the Premenos Intellectual Property does not, to the best knowledge of HarbingerPremenos, the current use by Harbinger and the Harbinger Subsidiaries of the Harbinger Intellectual Property does not infringe on the rights of any third party. The conduct by Harbinger Premenos and the Harbinger Subsidiaries its subsidiaries of their respective businessesbusiness, including the provision of services to customers, as currently conducted and as proposed to be conductedconducted by Premenos, does not and will not conflict with or infringe, to the best knowledge of Harbinger, infringe upon any patent, copyright, trade secret, trademark or other intellectual property right of any third party, and Harbinger Premenos has not received notice of any such alleged infringement. The Harbinger Premenos Disclosure Letter sets forth a list of all jurisdictions in which Harbinger Premenos or the Harbinger Subsidiaries any of its subsidiaries is operating under a trade name, and each jurisdiction in which any such trade name is registered.