Shared Assets. (i) Upon the terms and subject to the conditions of the Agreement, Navient hereby agrees to and hereby does sell, assign, transfer and convey to Servicer, and Servicer hereby agrees to and hereby does purchase, assume, acquire and accept from Navient, an undivided joint ownership interest in and to certain Navient-owned customizations and configurations set forth on Attachment H-1 attached hereto (the “Shared Assets”) upon the Effective Date. (ii) Each of Navient and Servicer shall have full rights of ownership with respect to the Shared Assets, including the right to reproduce, use, develop, improve, perform, display, manufacture, create derivative works of and otherwise fully exploit the Shared Assets without restriction and in parallel with each other without the further consent of, or accounting to, the other joint owner. For the avoidance of doubt, all Derivatives (as defined herein) prepared from the Shared Assets or any part thereof (A) after the Effective Date but prior to the date on which such Shared Asset is delivered to Servicer (in each case, such date, the “Delivery Date”) shall be deemed to be part of the Shared Assets, and as such, shall remain jointly owned by Navient and Servicer, regardless of which Party developed such Derivative of the Shared Assets and (B) after the Delivery Date shall not be deemed to be Shared Assets and, therefore shall be and remain the exclusive property of the applicable joint owner developing such Derivative of the Shared Asset. Each joint owner of the Shared Asset shall have all right and ability to obtain registrations of the Intellectual Property Rights in and to the Derivative of the Shared Asset created by it (1) after the Effective Date but prior to the Delivery Date, with the prior written consent of the other joint owner, and (2) after the Delivery Date, without the consent of, or accounting to, the other joint owner. In furtherance of the foregoing, (a) neither Navient nor Servicer shall seek to claim rights in such Shared Asset that would inhibit the other Party’s ability to use or exploit such Shared Asset (including any jointly-owned Derivatives thereof) for itself or others and (b) Navient and Servicer each shall, and does hereby, assign and convey to the other all rights, titles and interests necessary to give full effect to such joint ownership of the Shared Assets (including any jointly-owned Derivatives thereof). MASTER TERMS AGREEMENT (iii) If either Navient or Servicer conceives, creates or develops a modification, enhancement or derivative work of a Shared Asset (“Derivative”) (A) after the Effective Date but prior to the Delivery Date, such Derivative shall be included in the Shared Assets and each of Navient and Servicer shall own an undivided joint ownership interest in and to the Derivative, together with any and all Intellectual Property Rights inherent in the Derivative and appurtenant thereto and (B) after the Delivery Date, such Party alone shall own all right, title and interest in the Derivative, together with any and all Intellectual Property Rights inherent in the Derivative and appurtenant thereto. If either Navient or Servicer ever obtains any patent rights covering any of the Shared Assets (including any Derivative created prior to the Delivery Date), or any component thereof, such Party hereby grants to the other Party a non-exclusive, perpetual, transferable, worldwide, irrevocable, royalty-free, fully paid-up license under such patent rights to make, have made, use, import, export, offer for sale and sell or otherwise provide or dispose of products and services covered by such patent rights or to practice any process in connection therewith, with the right to sublicense the same. (iv) With respect to Shared Assets and Derivatives thereof, if either Navient or Servicer ever obtains patent rights covering any of the Shared Assets, any Derivative (created prior to or after the Delivery Date), or any component thereof, such Party hereby covenants that it shall not assist in (except to respond to discovery as required by Law), commence or prosecute, directly or indirectly on its behalf or on behalf of or by assisting others, any action or proceeding against the other Party (or any of its sublicensees, transferees or any third party working on behalf of such other Party) based upon any infringement or other violation of any of such patent rights as a result of such other Party (or any of its sublicensees) making, having made, using, importing, exporting, offering for sale and selling or otherwise providing or disposing of products and services covered by such patent rights or practicing any process in connection therewith. (v) Each Party shall take commercially reasonable efforts to protect the trade secret status of the Shared Assets consistent with the efforts it takes to protect similar trade secrets used in the conduct of its business. (vi) The Parties may take such actions as they may mutually agree in good faith in writing from time to time, at their expense, to maintain, protect and enforce Shared Assets, including taking any action in respect of any alleged or actual infringement of the Shared Assets. (vii) Navient shall deliver to Servicer the Shared Assets after the Effective Date, through a mutually acceptable means of delivery in accordance with the Transition Plan, at a mutually acceptable time or times following the Effective Date, in each case, as agreed upon in good faith by the Parties. (viii) Navient shall provide existing playbooks and documentation for the Shared Assets and reasonable assistance to support knowledge transfer activities relating to the Shared Assets at times agreed in accordance with the Transition Plan. MASTER TERMS AGREEMENT
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Shared Assets. (ia) Upon To the terms and subject extent the Transferred Assets (other than Transferred Intellectual Property) also relate to the conditions Other Business (together with assets of the AgreementOther Business that also relate to the Business, Navient hereby agrees to and hereby does sell, assign, transfer and convey to Servicer, and Servicer hereby agrees to and hereby does purchase, assume, acquire and accept from Navient, an undivided joint ownership interest in and to certain Navient-owned customizations and configurations set forth on Attachment H-1 attached hereto (collectively the “Shared Assets”), Purchaser shall use its commercially reasonable efforts to cooperate with the Other Purchaser in any lawful and commercially reasonable arrangement proposed by the Purchaser or the Other Purchaser to ensure the Other Purchaser receives the rights and benefits of such Shared Assets related to the Other Business as promptly as practicable after the later of (i) upon the Effective DateClosing and (ii) the closing of the Other Purchaser’s purchase of the Other Business. The Sellers shall similarly obligate the Other Purchaser to agree in the Other Agreement to reasonably cooperate with Purchaser to provide Purchaser reciprocal rights and benefits to use any Shared Assets purchased by the Other Purchaser that also relate to the Business.
(iib) Each If the Sellers inadvertently purported to assign ownership of Navient and Servicer shall have full rights of ownership with respect any Transferred Intellectual Property (the “Disputed IP”) to the Shared AssetsOther Purchaser or to any other Person, in addition to all other rights and remedies available to Purchaser, including the right to reproduceseek equitable relief to nullify the conflicting assignment of the Disputed IP, useto compel acknowledgement of Purchaser’s exclusive ownership of the Disputed IP, developto compel disgorgement by the Other Purchaser and others of all materials related to and embodying the Disputed IP, improveand to enjoin all third party uses of the Disputed IP, performPurchaser shall meanwhile at a minimum and at all times have a worldwide, displayperpetual, manufactureirrevocable, create derivative works of unrestricted, fully paid up, right and otherwise license to use such Disputed IP. The Sellers shall require the Other Purchaser to acknowledge in the Other Agreement Purchaser’s right in any Disputed IP.
(c) If any Transferred Intellectual Property that is not material to the Business is also used in the Other Business (“Shared IP”), Purchaser agrees to grant and hereby does grant to the Other Purchaser a non-exclusive, worldwide, perpetual, irrevocable, unrestricted, fully exploit the paid up, right and license to use such Shared Assets without restriction IP for and in parallel with each other without the further consent of, or accounting to, the other joint ownerOther Business. For the avoidance of doubt, all Derivatives (as defined herein) prepared from the Shared Assets or any part thereof (A) after the Effective Date but prior to the date on which such Shared Asset is delivered to Servicer (in each case, such date, the “Delivery Date”) shall be deemed to be part of the Shared Assets, and as such, shall remain jointly owned by Navient and Servicer, regardless of which Party developed such Derivative of the Shared Assets and (B) after the Delivery Date shall not be deemed to be Shared Assets and, therefore shall be and remain the exclusive property of the applicable joint owner developing such Derivative of the Shared Asset. Each joint owner of the Shared Asset shall have all right and ability to obtain registrations of the Material Transferred Intellectual Property Rights will in no event be considered Shared IP and the Other Purchaser will not have the right to the Derivative of the Shared Asset created by it (1) after the Effective Date but prior to the Delivery Date, use material Transferred Intellectual Property except with the prior written consent of Purchaser in its sole discretion; provided that Purchaser will not unreasonably withhold its consent to any transitional license on standard terms, if requested by the Other Purchaser, for any trademarks, service marks, brand names, logos, domain names, social media accounts and other joint owner, and (2) after the Delivery Date, without the consent of, source or accounting to, the other joint owner. In furtherance of the foregoing, (a) neither Navient nor Servicer shall seek to claim rights in such Shared Asset that would inhibit the other Party’s ability to use or exploit such Shared Asset (including any jointly-owned Derivatives thereof) for itself or others and (b) Navient and Servicer each shall, and does hereby, assign and convey to the other all rights, titles and interests necessary to give full effect to such joint ownership of the Shared Assets (including any jointly-owned Derivatives thereof). MASTER TERMS AGREEMENT
(iii) If either Navient or Servicer conceives, creates or develops a modification, enhancement or derivative work of a Shared Asset (“Derivative”) (A) after the Effective Date but prior to the Delivery Date, such Derivative shall be business identifiers included in the Shared Assets and each of Navient and Servicer shall own an undivided joint ownership interest in and to the Derivative, together with any and all Transferred Intellectual Property Rights inherent in the Derivative and appurtenant thereto and (B) after the Delivery Date, such Party alone shall own all right, title and interest in the Derivative, together with any and all Intellectual Property Rights inherent in the Derivative and appurtenant thereto. If either Navient or Servicer ever obtains any patent rights covering any of the Shared Assets (including any Derivative created prior to the Delivery Date), or any component thereof, such Party hereby grants to the other Party a non-exclusive, perpetual, transferable, worldwide, irrevocable, royalty-free, fully paid-up license under such patent rights to make, have made, use, import, export, offer for sale and sell or otherwise provide or dispose of products and services covered by such patent rights or to practice any process in connection therewith, with the right to sublicense the sameProperty.
(iv) With respect to Shared Assets and Derivatives thereof, if either Navient or Servicer ever obtains patent rights covering any of the Shared Assets, any Derivative (created prior to or after the Delivery Date), or any component thereof, such Party hereby covenants that it shall not assist in (except to respond to discovery as required by Law), commence or prosecute, directly or indirectly on its behalf or on behalf of or by assisting others, any action or proceeding against the other Party (or any of its sublicensees, transferees or any third party working on behalf of such other Party) based upon any infringement or other violation of any of such patent rights as a result of such other Party (or any of its sublicensees) making, having made, using, importing, exporting, offering for sale and selling or otherwise providing or disposing of products and services covered by such patent rights or practicing any process in connection therewith.
(v) Each Party shall take commercially reasonable efforts to protect the trade secret status of the Shared Assets consistent with the efforts it takes to protect similar trade secrets used in the conduct of its business.
(vi) The Parties may take such actions as they may mutually agree in good faith in writing from time to time, at their expense, to maintain, protect and enforce Shared Assets, including taking any action in respect of any alleged or actual infringement of the Shared Assets.
(vii) Navient shall deliver to Servicer the Shared Assets after the Effective Date, through a mutually acceptable means of delivery in accordance with the Transition Plan, at a mutually acceptable time or times following the Effective Date, in each case, as agreed upon in good faith by the Parties.
(viii) Navient shall provide existing playbooks and documentation for the Shared Assets and reasonable assistance to support knowledge transfer activities relating to the Shared Assets at times agreed in accordance with the Transition Plan. MASTER TERMS AGREEMENT
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Shared Assets. (ia) Upon To the terms and subject extent the Transferred Assets also relate to the conditions Other Business (together with assets of the AgreementOther Business that also relate to the Business, Navient hereby agrees to and hereby does sell, assign, transfer and convey to Servicer, and Servicer hereby agrees to and hereby does purchase, assume, acquire and accept from Navient, an undivided joint ownership interest in and to certain Navient-owned customizations and configurations set forth on Attachment H-1 attached hereto (collectively the “Shared Assets”), Purchaser shall use its commercially reasonable efforts to cooperate with the Other Purchaser in any lawful and commercially reasonable arrangement reasonably proposed by the Purchaser or the Other Purchaser to ensure both Purchaser and the Other Purchaser receives the rights and benefits of such Shared Assets related to the Business or Other Business, as applicable, as promptly as practicable after the later of (i) upon the Effective Date.
Closing and (ii) Each the closing of Navient the Other Purchaser’s purchase of the Other Business. The Sellers shall (A) facilitate the discussions between Purchaser and Servicer the Other Purchaser and (B) similarly obligate the Other Purchaser to agree in the Other Agreement to reasonably cooperate with Purchaser to (1) perform any obligations that the Other Purchaser may have vis-à-vis such Shared Assets, and (2) provide Purchaser reciprocal rights and benefits to use any Shared Assets purchased by the Other Purchaser that also relate to the Business. To the extent the Closing occurs prior to the closing of the purchase of the Other Business, the Parties acknowledge that the Sellers will need continued access to the Shared Assets to continue to operate the Other Business in the ordinary course pending the closing of the purchase of the Other Business, and the Parties shall have full rights of ownership use their reasonable efforts to cooperate with respect to the Sellers’ continued access to such Shared AssetsAssets to the extent Purchaser does not incur material cost. Prior to Closing, Purchaser and the Sellers shall negotiate reasonably and in good faith a short form transition services agreement or other reasonable commercial arrangement that will provide the Sellers with such continued access necessary to operate the Other Business.
(b) If the Sellers inadvertently purport or purported to assign ownership of any Transferred Intellectual Property to the Other Purchaser or to any other Person (any such Transferred Intellectual Property, the “Disputed IP”), in addition to all other rights and remedies available to Purchaser, including the right to reproduceseek equitable relief to nullify the inadvertent assignment of the Disputed IP to such Other Purchaser or to any other Person, usePurchaser shall have the right (i) to compel acknowledgement of Purchaser’s exclusive ownership of the Disputed IP, develop(ii) to compel disgorgement by the Other Purchaser and any other Person of all materials related to and embodying the Disputed IP, improveand to enjoin all third party uses of the Disputed IP. Sellers shall use commercially reasonable best efforts to (iii) have the Other Purchaser to agree to transfer such Disputed IP to Purchaser as soon as practicable and (iv) to vest Purchaser’s rights to any Disputed IP in Purchaser against any other Person. Purchaser shall meanwhile at a minimum and at all times have a non-exclusive, performworldwide, displayperpetual, manufactureirrevocable, create derivative works unrestricted, fully paid up, right and license to use such Disputed IP in the Business as currently conducted, and Sellers hereby grant such license to Purchaser. The Sellers shall require the Other Purchaser to acknowledge in the Other Agreement Purchaser’s foregoing rights in any Disputed IP. If any Transferred Intellectual Property that is not material to the Business is also required for the operation of the Other Business (“Shared IP”), Purchaser agrees to grant to the Other Purchaser a limited, worldwide, fully paid up, right and otherwise fully exploit the license to use such Shared Assets without restriction IP for and in parallel with each other without the further consent of, or accounting to, the other joint ownerOther Business. For the avoidance of doubt, all Derivatives (as defined herein) prepared from the Shared Assets or any part thereof (A) after the Effective Date but prior to the date on which such Shared Asset is delivered to Servicer (in each case, such date, the “Delivery Date”) shall be deemed to be part of the Shared Assets, and as such, shall remain jointly owned by Navient and Servicer, regardless of which Party developed such Derivative of the Shared Assets and (B) after the Delivery Date shall not be deemed to be Shared Assets and, therefore shall be and remain the exclusive property of the applicable joint owner developing such Derivative of the Shared Asset. Each joint owner of the Shared Asset shall have all right and ability to obtain registrations of the Material Transferred Intellectual Property Rights will in no event be considered Shared IP and the Other Purchaser will not have the right to the Derivative of the Shared Asset created by it (1) after the Effective Date but prior to the Delivery Date, use material Transferred Intellectual Property except with the prior written consent of Purchaser in its sole discretion; provided that Purchaser will not unreasonably withhold its consent to any requested transitional license for any trademarks, service marks, brand names, logos, domain names, social media accounts and other source or business identifiers included in the other joint owner, and Transferred Intellectual Property that are required to operate the Other Business.
(2c) after Xxxxxxxxx agrees to negotiate a transition services agreement in good faith with the Delivery Date, without the consent of, or accounting to, the other joint owner. In furtherance purchaser of the foregoing, (a) neither Navient nor Servicer shall seek to claim rights in such Shared Asset that would inhibit Other Business and the other Party’s ability to use or exploit such Shared Asset (including any jointly-owned Derivatives thereof) for itself or others and (b) Navient and Servicer each shall, and does hereby, assign and convey to the other all rights, titles and interests necessary to give full effect to such joint ownership of the Shared Assets (including any jointly-owned Derivatives thereof). MASTER TERMS AGREEMENT
(iii) If either Navient or Servicer conceives, creates or develops a modification, enhancement or derivative work of a Shared Asset (“Derivative”) (A) after the Effective Date but Seller prior to the Delivery Date, such Derivative shall be included in the Shared Assets and each of Navient and Servicer shall own an undivided joint ownership interest in and to the Derivative, together with any and all Intellectual Property Rights inherent in the Derivative and appurtenant thereto and (B) after the Delivery Date, such Party alone shall own all right, title and interest in the Derivative, together with any and all Intellectual Property Rights inherent in the Derivative and appurtenant thereto. If either Navient or Servicer ever obtains any patent rights covering any closing of the Shared Assets (including any Derivative created prior to the Delivery Date), or any component thereof, such Party hereby grants to the other Party a non-exclusive, perpetual, transferable, worldwide, irrevocable, royalty-free, fully paid-up license under such patent rights to make, have made, use, import, export, offer for sale and sell or otherwise provide or dispose of products and services covered by such patent rights or to practice any process in connection therewith, with the right to sublicense the same.
(iv) With respect to Shared Assets and Derivatives thereof, if either Navient or Servicer ever obtains patent rights covering any of the Shared Assets, any Derivative (created prior to or after the Delivery Date), or any component thereof, such Party hereby covenants that it shall not assist in (except to respond to discovery as required by Law), commence or prosecute, directly or indirectly on its behalf or on behalf of or by assisting others, any action or proceeding against the other Party (or any of its sublicensees, transferees or any third party working on behalf of such other Party) based upon any infringement or other violation of any of such patent rights as a result of such other Party (or any of its sublicensees) making, having made, using, importing, exporting, offering for sale and selling or otherwise providing or disposing of products and services covered by such patent rights or practicing any process in connection therewithOther Business.
(v) Each Party shall take commercially reasonable efforts to protect the trade secret status of the Shared Assets consistent with the efforts it takes to protect similar trade secrets used in the conduct of its business.
(vi) The Parties may take such actions as they may mutually agree in good faith in writing from time to time, at their expense, to maintain, protect and enforce Shared Assets, including taking any action in respect of any alleged or actual infringement of the Shared Assets.
(vii) Navient shall deliver to Servicer the Shared Assets after the Effective Date, through a mutually acceptable means of delivery in accordance with the Transition Plan, at a mutually acceptable time or times following the Effective Date, in each case, as agreed upon in good faith by the Parties.
(viii) Navient shall provide existing playbooks and documentation for the Shared Assets and reasonable assistance to support knowledge transfer activities relating to the Shared Assets at times agreed in accordance with the Transition Plan. MASTER TERMS AGREEMENT
Appears in 1 contract
Shared Assets. (ia) Upon To the terms and subject extent the Transferred Assets (other than Transferred Intellectual Property) also relate to the conditions Other Business (together with assets of the AgreementOther Business that also relate to the Business, Navient hereby agrees to and hereby does sell, assign, transfer and convey to Servicer, and Servicer hereby agrees to and hereby does purchase, assume, acquire and accept from Navient, an undivided joint ownership interest in and to certain Navient-owned customizations and configurations set forth on Attachment H-1 attached hereto (collectively the “Shared Assets”), (x) upon Sellers shall use their commercially reasonable efforts to identify such Shared Assets with specificity prior to the Effective DateClosing Date and (y) Purchaser shall use its commercially reasonable efforts to cooperate with the Other Purchaser in any lawful and commercially reasonable arrangement proposed by the Purchaser or the Other Purchaser to ensure the Other Purchaser receives the rights and benefits of such Shared Assets to the extent related to the Other Business as promptly as practicable after the later of (i) the Closing and (ii) the closing of the Other Purchaser’s purchase of the Other Business. The Sellers shall similarly obligate the Other Purchaser to agree in the Other Agreement to reasonably cooperate with Purchaser to provide Purchaser reciprocal rights and benefits to use any Shared Assets purchased by the Other Purchaser that also relate to the Business.
(iib) Each If the Sellers inadvertently purported to assign ownership of Navient and Servicer shall have full rights of ownership with respect any Transferred Intellectual Property (the “Disputed IP”) to the Shared AssetsOther Purchaser or to any other Person, in addition to all other rights and remedies available to Purchaser, including the right to reproduceseek equitable relief to nullify the conflicting assignment of the Disputed IP, useto compel acknowledgement of Purchaser’s exclusive ownership of the Disputed IP, developto compel disgorgement by the Other Purchaser and others of all materials related to and embodying the Disputed IP, improveand to enjoin all third party uses of the Disputed IP, performthe Sellers hereby meanwhile grant to Purchaser a worldwide, displayperpetual, manufactureirrevocable, create derivative works unrestricted, fully paid up, transferable right and license, with the right to sublicense, to use such Disputed IP. The Sellers shall require the Other Purchaser to acknowledge in the Other Agreement Purchaser’s right in any Disputed IP.
(c) If any Transferred Intellectual Property that is not material to the Business is also required for the operation of the Other Business (“Shared IP”), Purchaser agrees to grant, and otherwise hereby does grant to the Other Purchaser, a non-exclusive, worldwide, fully exploit the paid-up, right and license to use such Shared Assets without restriction IP for and in parallel with each other without the further consent of, or accounting to, the other joint ownerOther Business. For the avoidance of doubt, all Derivatives (as defined herein) prepared from the Shared Assets or any part thereof (A) after the Effective Date but prior to the date on which such Shared Asset is delivered to Servicer (in each case, such date, the “Delivery Date”) shall be deemed to be part of the Shared Assets, and as such, shall remain jointly owned by Navient and Servicer, regardless of which Party developed such Derivative of the Shared Assets and (B) after the Delivery Date shall not be deemed to be Shared Assets and, therefore shall be and remain the exclusive property of the applicable joint owner developing such Derivative of the Shared Asset. Each joint owner of the Shared Asset shall have all right and ability to obtain registrations of the Material Transferred Intellectual Property Rights will in no event be considered Shared IP and the Other Purchaser will not have the right to the Derivative of the Shared Asset created by it (1) after the Effective Date but prior to the Delivery Date, use material Transferred Intellectual Property except with the prior written consent of Purchaser in its sole discretion; provided that Purchaser will not unreasonably withhold its consent to any transitional license, if requested by the Other Purchaser, for any trademarks, service marks, brand names, logos, domain names, social media accounts and other joint owner, and (2) after the Delivery Date, without the consent of, source or accounting to, the other joint owner. In furtherance of the foregoing, (a) neither Navient nor Servicer shall seek to claim rights in such Shared Asset that would inhibit the other Party’s ability to use or exploit such Shared Asset (including any jointly-owned Derivatives thereof) for itself or others and (b) Navient and Servicer each shall, and does hereby, assign and convey to the other all rights, titles and interests necessary to give full effect to such joint ownership of the Shared Assets (including any jointly-owned Derivatives thereof). MASTER TERMS AGREEMENT
(iii) If either Navient or Servicer conceives, creates or develops a modification, enhancement or derivative work of a Shared Asset (“Derivative”) (A) after the Effective Date but prior to the Delivery Date, such Derivative shall be business identifiers included in the Shared Assets Transferred Intellectual Property. The Sellers shall cooperate with Purchaser and each of Navient and Servicer shall own an undivided joint ownership interest in and to the Derivative, together with any and take all Intellectual Property Rights inherent in the Derivative and appurtenant thereto and (B) after the Delivery Date, such Party alone shall own all right, title and interest in the Derivative, together with any and all Intellectual Property Rights inherent in the Derivative and appurtenant thereto. If either Navient or Servicer ever obtains any patent rights covering any of the Shared Assets (including any Derivative created prior to the Delivery Date), or any component thereof, such Party hereby grants to the other Party a non-exclusive, perpetual, transferable, worldwide, irrevocable, royalty-free, fully paid-up license under such patent rights to make, have made, use, import, export, offer for sale and sell or otherwise provide or dispose of products and services covered by such patent rights or to practice any process in connection therewith, with the right to sublicense the same.
(iv) With respect to Shared Assets and Derivatives thereof, if either Navient or Servicer ever obtains patent rights covering any of the Shared Assets, any Derivative (created prior to or after the Delivery Date), or any component thereof, such Party hereby covenants that it shall not assist in (except to respond to discovery as required by Law), commence or prosecute, directly or indirectly on its behalf or on behalf of or by assisting others, any action or proceeding against the other Party (or any of its sublicensees, transferees or any third party working on behalf of such other Party) based upon any infringement or other violation of any of such patent rights as a result of such other Party (or any of its sublicensees) making, having made, using, importing, exporting, offering for sale and selling or otherwise providing or disposing of products and services covered by such patent rights or practicing any process in connection therewith.
(v) Each Party shall take commercially reasonable efforts to protect the trade secret status of the Shared Assets consistent with the efforts it takes to protect similar trade secrets used in the conduct of its business.
(vi) The Parties may take such actions as they may mutually agree in good faith in writing from time are reasonably requested by Purchaser to time, at their expense, permit Purchaser to maintain, protect and enforce Shared Assets, including taking any action in respect its rights under the fifth sentence of any alleged or actual infringement Section 6.10(b) of the Shared AssetsOther Agreement.
(vii) Navient shall deliver to Servicer the Shared Assets after the Effective Date, through a mutually acceptable means of delivery in accordance with the Transition Plan, at a mutually acceptable time or times following the Effective Date, in each case, as agreed upon in good faith by the Parties.
(viii) Navient shall provide existing playbooks and documentation for the Shared Assets and reasonable assistance to support knowledge transfer activities relating to the Shared Assets at times agreed in accordance with the Transition Plan. MASTER TERMS AGREEMENT
Appears in 1 contract
