Common use of Seller Intellectual Property Clause in Contracts

Seller Intellectual Property. (a) Sellers’s rights to any Seller Intellectual Property transferred to Purchaser shall be governed by the Seller License. If Seller or any assignee of Seller owns or has any right or interest in any Seller Intellectual Property that cannot be, or for any reason is not, assigned to Purchaser at the Closing, Seller (i) shall provide Purchaser with a reasonably detailed list of all such Seller Intellectual Property; (ii) shall use its reasonable efforts to cause the assignment as promptly as practicable after the Closing and (iii) hereby grants or shall cause to be granted to Purchaser, at the Closing, a worldwide, royalty-free, fully paid up, perpetual, irrevocable, transferable, sublicensable and exclusive license to Exercise All Rights in and to such Seller Intellectual Property. (b) If Purchaser is unable to enforce Seller Intellectual Property Rights transferred to it hereunder against a third party as a result of any Legal Requirement that prohibits enforcement of such rights by a transferee of such rights, Seller agrees to assign, to the extent legally practicable, to Purchaser such rights as may be required by Purchaser to enforce its Intellectual Property Rights in its own name. (c) Seller shall, promptly following the Closing, use reasonable efforts to procure that all Encumbrances on any Seller Registered Intellectual Property, which Encumbrances were in existence prior to the Closing Date, are released and cleared from the record of each such Seller Registered Intellectual Property. In the event that Seller is unable to procure the release and clearance of any such Encumbrance on any Seller Registered Intellectual Property, Seller shall indemnify, defend and hold harmless Purchaser from and against any and all Purchaser Damages arising out of any claim against Purchaser seeking to enforce such Encumbrance, subject to Section 11.4 and Section 11.6.

Seller Intellectual Property. (a) Sellers’s rights to any Seller Intellectual Property transferred to Purchaser shall be governed by the Seller License. If Seller or any assignee of Seller owns or has any right or interest in any Seller Company Intellectual Property that cannot be, or for any reason is not, assigned to Purchaser Buyer at the Closing, Seller (i) shall provide Purchaser Buyer with a reasonably detailed list of all such Seller Company Intellectual Property; (ii) shall use its reasonable efforts to cause the assignment as promptly as practicable after the Closing and (iii) hereby grants or shall cause to be granted to PurchaserBuyer, at the Closing, a worldwide, royalty-free, fully paid up, perpetual, irrevocable, transferable, sublicensable and exclusive license to Exercise All Rights in and to such Seller Company Intellectual Property. (b) If Purchaser Buyer is unable to enforce Seller Company Intellectual Property Rights transferred to it hereunder against a third party as a result of any Legal Requirement that prohibits enforcement of such rights by a transferee of such rights, Seller agrees to assign, to the extent legally practicable, to Purchaser Buyer such rights as may be required by Purchaser Buyer to enforce its Intellectual Property Rights in its own name. (c) Seller shall, promptly following the Closing, use reasonable efforts to procure that all Encumbrances on any Seller Company Registered Intellectual Property, which Encumbrances were in existence prior to the Closing Date, are released and cleared from the record of each such Seller Company Registered Intellectual Property. In the event that Seller is unable to procure the release and clearance of any such Encumbrance on any Seller Company Registered Intellectual Property, Seller shall indemnify, defend and hold harmless Purchaser Buyer from and against any and all Purchaser Buyer Damages arising out of any claim against Purchaser Buyer seeking to enforce such Encumbrance, subject to Section 11.4 and Section 11.6.

Seller Intellectual Property. (a) Sellers’s rights to Each of the Selling Parties agree, from and after the Closing Date, that they will not, and shall cause their respective Representatives not to, use any of the Seller Intellectual Property transferred to Purchaser shall be governed by the Seller LicenseProperty. If Seller any Selling Party or any assignee of Seller any Selling Party owns or has any right or interest in any Seller Intellectual Property that cannot be, or for any reason is not, assigned to Purchaser at the Closing, Seller (i) such Selling Party shall provide Purchaser with a reasonably detailed list of all such Seller Intellectual Property; (ii) shall use its reasonable efforts to cause the assignment as promptly as practicable after the Closing and (iii) hereby grants grant or shall cause to be granted to Purchaser, at the Closing, a worldwide, royalty-free, fully paid up, perpetual, irrevocable, transferable, sublicensable sublicensable, and exclusive license to Exercise All Rights exercise all rights in and to such Seller Intellectual Property. (b) If Purchaser is unable With respect to enforce each patent or trademark within the Seller Registered Intellectual Property Rights transferred to it hereunder against a third party for which the owner of record as a result of any Legal Requirement that prohibits enforcement the Closing date is not the Selling Party which is the assignor of such rights by a transferee of such rights, Seller agrees to assign, to the extent legally practicable, to Purchaser such rights as may be required by Purchaser to enforce its Registered Intellectual Property Rights in its own name. (c) Seller under this Agreement, the Selling Parties shall, promptly following the Closing, use commercially reasonable efforts to procure that the Selling Party which is the assignor of such Registered Intellectual Property Right under this Agreement is noted as the owner of record of such Seller Registered Intellectual Property in all applicable patent or trademark offices (U.S. or foreign) where such Seller Registered Intellectual Property is registered or filed (together the "Offices"). (c) The Selling Parties shall, promptly following the Closing, use commercially reasonable efforts to procure that all Encumbrances on any Seller Registered Intellectual Property, which Encumbrances were in existence prior to the Closing Date, are released and cleared from the record of each such Seller Registered Intellectual Property. In the event that Seller is the Selling Parties are unable to procure the release and clearance of any such Encumbrance on any Seller Registered Intellectual Property, Seller shall indemnify, defend and hold harmless Purchaser from and against any and all Purchaser Damages arising out of any claim against Purchaser seeking to enforce such Encumbrance. (d) The Selling Parties shall (i) not later than five (5) Business Days following the Closing, amend the Certificate of Incorporation of Insignia Solutions, Inc. and the organizational documents of any other Subsidiary, as applicable, so that the name of such company or Subsidiary, as applicable, does not include the word "Insignia", and (ii) include, in the next solicitation by the Seller of proxies or written consents from the shareholders of the Seller, a proposal to change the name of the Seller to a name not including the word "Insignia" and, subject to Section 11.4 and Section 11.6receiving the requisite consent of shareholders as a result of such solicitation, promptly take action, following the applicable meeting of shareholders or effectiveness of the written consents, to amend the organizational documents of Seller so that the name of Seller does not include the word "Insignia".

Seller Intellectual Property. (a) Sellers’s rights to any Seller Unless specifically permitted in this Agreement or the Intellectual Property transferred to Purchaser Agreement, Seller agrees that, from and after the Closing Date, it shall be governed by not, and it shall cause its Subsidiaries and its and their respective Representatives not to, retain (other than as retained through automated retention or backup processes) or use any copy of any of the Seller LicenseAssigned Intellectual Property. If Without limitation of Section 5.5 (Further Actions), if Seller or any of its Subsidiaries (or any assignee or successor of Seller owns or has any of its Subsidiaries) retains any right or interest in any Seller Assigned Intellectual Property that cannot be, or for any reason is not, assigned to Purchaser at the Closing, Seller hereby grants, on behalf of itself and its Subsidiaries, successors and assigns (i) shall provide Purchaser with a reasonably detailed list of all such Seller Intellectual Property; (ii) shall use its reasonable efforts and agrees to cause the assignment as promptly as practicable after the Closing and (iii) hereby grants so grant or shall cause to be granted so granted) to Purchaser, at effective as of the Closing, a worldwide, royalty-free, fully paid up, perpetual, irrevocable, royalty free and fully paid-up, transferable, sublicensable (through multiple levels), exclusive, worldwide right and exclusive license to Exercise All Rights in use, reproduce, distribute, display and perform (whether publicly or otherwise), prepare derivative works of and otherwise modify, make, sell, offer to sell, import and otherwise use and exploit, and exercise and practice all rights under, all or any portion of such Seller Assigned Intellectual Property. (b) If Purchaser is unable to enforce any of the Seller Assigned Intellectual Property Rights transferred to it hereunder against a third party as a result of any Legal Requirement Applicable Law that prohibits enforcement of such rights by a transferee of such rights, Seller agrees to assign, to the extent legally practicable, assign to Purchaser such rights as may be required by Purchaser to enforce its such Seller Assigned Intellectual Property Rights in its own name. (c) . If such assignment still does not permit Purchaser to enforce Seller shall, promptly following Assigned Intellectual Property against the Closing, use reasonable efforts to procure that all Encumbrances on any Seller Registered Intellectual Property, which Encumbrances were in existence prior to the Closing Date, are released and cleared from the record of each such Seller Registered Intellectual Property. In the event that Seller is unable to procure the release and clearance of any such Encumbrance on any Seller Registered Intellectual Propertythird party, Seller agrees to initiate or join proceedings against such third party at Purchaser’s request. Purchaser shall indemnify, defend control such proceedings and hold harmless Purchaser from shall be responsible for the costs and against any and all Purchaser Damages arising out expenses of any claim against Purchaser seeking to enforce such Encumbrance, subject to Section 11.4 and Section 11.6proceedings (including Seller’s reasonable out-of-pocket costs incurred in participating in such proceedings at Purchaser’s request).

Seller Intellectual Property. (a) Sellers’s rights to Each of the Selling Parties agree, from and after the Closing Date, that they will not, and shall cause their respective Representatives not to, use any of the Seller Intellectual Property transferred to Purchaser shall be governed by the Seller LicenseProperty. If Seller any Selling Party or any assignee of Seller any Selling Party owns or has any right or interest in any Seller Intellectual Property that cannot be, or for any reason is not, assigned to Purchaser at the Closing, Seller (i) such Selling Party shall provide Purchaser with a reasonably detailed list of all such Seller Intellectual Property; (ii) shall use its reasonable efforts to cause the assignment as promptly as practicable after the Closing and (iii) hereby grants grant or shall cause to be granted to Purchaser, at the Closing, a worldwide, royalty-free, fully paid up, perpetual, irrevocable, transferable, sublicensable sublicensable, and exclusive license to Exercise All Rights exercise all rights in and to such Seller Intellectual Property. (b) If Purchaser is unable With respect to enforce each patent or trademark within the Seller Registered Intellectual Property Rights transferred to it hereunder against a third party for which the owner of record as a result of any Legal Requirement that prohibits enforcement the Closing date is not the Selling Party which is the assignor of such rights by a transferee of such rights, Seller agrees to assign, to the extent legally practicable, to Purchaser such rights as may be required by Purchaser to enforce its Registered Intellectual Property Rights in its own name. (c) Seller under this Agreement, the Selling Parties shall, promptly following the Closing, use commercially reasonable efforts to procure that the Selling Party which is the assignor of such Registered Intellectual Property Right under this Agreement is noted as the owner of record of such Seller Registered Intellectual Property in all applicable patent or trademark offices (U.S. or foreign) where such Seller Registered Intellectual Property is registered or filed (together the “Offices”). (c) The Selling Parties shall, promptly following the Closing, use commercially reasonable efforts to procure that all Encumbrances on any Seller Registered Intellectual Property, which Encumbrances were in existence prior to the Closing Date, are released and cleared from the record of each such Seller Registered Intellectual Property. In the event that Seller is the Selling Parties are unable to procure the release and clearance of any such Encumbrance on any Seller Registered Intellectual Property, Seller shall indemnify, defend and hold harmless Purchaser from and against any and all Purchaser Damages arising out of any claim against Purchaser seeking to enforce such Encumbrance. (d) The Selling Parties shall (i) not later than five (5) Business Days following the Closing, amend the Certificate of Incorporation of Insignia Solutions, Inc. and the organizational documents of any other Subsidiary, as applicable, so that the name of such company or Subsidiary, as applicable, does not include the word “Insignia”, and (ii) include, in the next solicitation by the Seller of proxies or written consents from the shareholders of the Seller, a proposal to change the name of the Seller to a name not including the word “Insignia” and, subject to Section 11.4 and Section 11.6receiving the requisite consent of shareholders as a result of such solicitation, promptly take action, following the applicable meeting of shareholders or effectiveness of the written consents, to amend the organizational documents of Seller so that the name of Seller does not include the word “Insignia”.

Seller Intellectual Property. (a) Sellers’s rights to Except as provided in Section 9.1(c), Seller agrees that, from and after the Closing Date, it shall not, and it shall cause its Representatives not to, use any of the Seller Intellectual Property transferred to Purchaser Property, including without limitation Seller’s existing trade names or similar names (except in Pakistan) (which non-use restriction shall be governed include the formal name change of Seller as required by the Seller LicenseSection 3.2(d)(x)). If Seller or any assignee of Seller owns or has any right or interest in any Seller Intellectual Property that cannot be, or for any reason is not, assigned to Purchaser at the Closing, Seller (i) shall provide Purchaser with a reasonably detailed list of all such Seller Intellectual Property; (ii) shall use its reasonable efforts to cause the assignment as promptly as practicable after the Closing and (iii) hereby grants grant or shall cause to be granted to Purchaser, at the Closing, a worldwide, royalty-free, fully paid up, perpetual, irrevocable, transferable, sublicensable sublicensable, and exclusive license to Exercise All Rights in and to such Seller Intellectual Property, except as to use of the name “En Pointe” in Pakistan. (b) If Purchaser is unable to enforce Seller its Intellectual Property Rights transferred to it hereunder against a third party as a result of any Legal Requirement that prohibits enforcement of such rights by a transferee of such rights, Seller agrees to assign, to the extent legally practicable, assign to Purchaser such rights as may be required by Purchaser to enforce its Intellectual Property Rights in its own name.. If such assignment still does not permit Purchaser to enforce its Intellectual Property Rights against the third party, Seller agrees to initiate proceedings against such third party in Seller’s name; provided, however, that Purchaser shall be entitled to participate in such proceedings and provided further that Purchaser shall be responsible for the costs and expenses of such proceedings (c) Seller shallSolely to the extent necessary to (i) collect accounts receivable or other Excluded Assets, promptly following or (ii) satisfy Excluded Liabilities, Purchaser hereby grants to Seller, effective at the Closing and terminating on the first anniversary of the Closing, a worldwide, royalty-free, fully paid up, non-exclusive license to use reasonable efforts to procure that all Encumbrances on any Seller Registered Intellectual Property, which Encumbrances were in existence prior to the Closing Date, are released and cleared from the record of each such Seller Registered Intellectual Property. In the event that Seller is unable to procure the release and clearance of any such Encumbrance on any Seller Registered Intellectual Property, Seller shall indemnify, defend and hold harmless Purchaser from and against any and all Purchaser Damages arising out of any claim against Purchaser seeking to enforce such Encumbrance, subject to Section 11.4 and Section 11.6name “En Pointe”.

Seller Intellectual Property. Seller assigns to Buyer all right, title and interest in and to all inventions, trademarks, copyrights and other proprietary rights in any Material/Service paid for by Buyer or created by Seller while performing under or supplying against this Agreement. All deliverables that are created in the course of performing any Purchase Order (a) Sellers’s separately or as part of any Material/Service), and all intellectual property rights to any Seller Intellectual Property transferred to Purchaser in such deliverables and Material/Service, are and shall be governed owned by Buyer and not by Seller. Xxxxxx agrees that all works of original authorship created by Seller in connection with the Agreement are works made for hire as the term is used under the U.S. Copyright Law. To the extent that, by operation of law, Xxxxxx would own any intellectual property rights in the deliverables or Material/Service, Seller Licensehereby assigns to Buyer all rights, title and interest, including, without limitation, trade secret, copyrights and patent rights, in and to such deliverables and Material/Service. If Seller or To the extent that technical information, know how, copyrights, patents and any assignee of Seller owns or has any right or interest in any Seller Intellectual Property that canother intellectual property rights were not be, or for any reason is not, able to be assigned to Purchaser at the ClosingBuyer under Sections 3.3.1 and 3.3.2 (by operation of law or otherwise), Seller (i) shall provide Purchaser with grants to Buyer a reasonably detailed list of all such Seller Intellectual Property; (ii) shall use its reasonable efforts to cause the assignment as promptly as practicable after the Closing and (iii) hereby grants or shall cause to be granted to Purchaser, at the Closing, a worldwide, royalty-free, fully paid up, perpetual, irrevocable, transferablenon-exclusive, sublicensable worldwide license with the right to grant sublicenses to use any such technical information, know how, copyrights patents and exclusive other intellectual property rights owned or controlled by Seller to make, have made, use and sell any Material/Service provided by Seller under this Agreement. The license shall be effective from the first delivery of Material/Service under the Agreement. Seller shall ensure that any subcontractors to Exercise All Rights Seller shall have contracts with Seller in and writing consistent with the terms of this Section 3 to such Seller Intellectual Property. (b) If Purchaser is unable to enforce Seller Intellectual Property Rights transferred to it hereunder against a third party as a result of any Legal Requirement ensure that prohibits enforcement of such rights by a transferee of such rights, Seller agrees to assign, to the extent legally practicable, to Purchaser such rights as may be protections required by Purchaser to enforce its Intellectual Property Rights in its own nameBuyer from Seller are also received from subcontractors for the benefit of Buyer. (c) Seller shall, promptly following the Closing, use reasonable efforts to procure that all Encumbrances on any Seller Registered Intellectual Property, which Encumbrances were in existence prior to the Closing Date, are released and cleared from the record of each such Seller Registered Intellectual Property. In the event that Seller is unable to procure the release and clearance of any such Encumbrance on any Seller Registered Intellectual Property, Seller shall indemnify, defend and hold harmless Purchaser from and against any and all Purchaser Damages arising out of any claim against Purchaser seeking to enforce such Encumbrance, subject to Section 11.4 and Section 11.6.