Software and Other Intellectual Property Clause Samples
Software and Other Intellectual Property. (a) Section 3.8(a) of the Disclosure Schedule sets forth a true and complete list of (i) all issued patents and patent applications, (ii) all trademark registrations and applications, (iii) all copyright registrations and applications, and (iv) all domain names, in each case that are owned by the Company. Except as does not have a Material Adverse Effect, all items of Intellectual Property referred to in the preceding sentence have been properly maintained and renewed in accordance with applicable Laws.
(b) Except as set forth in Section 3.8(b) of the Disclosure Schedule, to the Knowledge of the Seller, all Intellectual Property owned by the Company was (i) created by full-time employees of the Seller during and within the scope of their employment with the Seller, or (ii) acquired from, or developed on behalf of the Seller by, a third party with all ownership and other rights therein assigned or otherwise transferred to or vested in the Seller by such third party pursuant to written agreements, and, in each case, assigned by the Seller to the Company pursuant to the Transfer Agreement.
(c) Except as does not have a Material Adverse Effect, the Company’s rights in the Intellectual Property owned by the Company are valid, enforceable and subsisting.
(d) Section 3.8(d) of the Disclosure Schedule sets forth a list of all license and similar agreements, whether oral or in writing, granting any right (whether contingent or otherwise) to use or practice any rights under any material Company Intellectual Property, except for commercially available, off-the-shelf, click-wrap, shrink-wrap, or similar licenses and licenses granted in the ordinary course of business.
(e) Except as does not have a Material Adverse Effect, (i) the Company owns, free and clear of all Encumbrances (other than Permitted Encumbrances), or has the valid right to use, all Company Intellectual Property, and (ii) to the Knowledge of the Seller, no Person has any rights in or to any of the owned Company Intellectual Property, except for the rights granted in the license agreements listed in Section 3.8(d) of the Disclosure Schedule and licenses granted in the ordinary course of business. To the Knowledge of the Seller, no Person is infringing, violating or misappropriating any of the Company’s rights in any of the owned Company Intellectual Property.
(f) To the Knowledge of the Seller, the Business as currently conducted does not infringe, violate or constitute the misappropriation of any Intel...
Software and Other Intellectual Property. 3.19.1 Schedule 3.19 contains an accurate and complete list of all Intellectual Property and Software owned, marketed, licensed (in or out), supported, maintained, used, under development, or held for use by the Company that are material to the Business, and, in the case of Software, a product description, the language in which it is written and the type of hardware platform(s) on which it was designed to run.
3.19.2 Except as set forth on Schedule 3.19.2, the Company (i) owns solely and exclusively, and has good and marketable title to, free and clear of all Encumbrances, or
Software and Other Intellectual Property. (a) Section 2.7(a) of the Disclosure Schedules contains an accurate and complete list of: (i) all Company IP Registrations; (ii) Company Owned Software (by major point version); and (iii) Embedded Third Party Software.
(b) Except as set forth in Section 2.7(b) of the Disclosure Schedules, Company has good and valid title to, and has the full right to use, all Company Owned IP, in each case free and clear of any Encumbrance, and the rights to use all other Company Owned or Used IP. Except as set forth in Section 2.7(b) of the Disclosure Schedules, no rights of any third party are necessary to market, offer for sale, license, or other disposition, license, sell, modify, update, and/or create derivative works for the Company Owned IP. There is no Intellectual Property of a third party embedded in, distributed with or bundled with the Company Owned Software other than the Embedded Third Party Software. To Company’s knowledge, no rights of any third party are necessary to offer for sale, license, or other disposition, license, sell, modify, update, and/or create derivative works for any Embedded Third Party Software other than the rights granted pursuant to the Material Contracts referenced in Section 2.8 or contracts for Off-the-Shelf Software (provided the foregoing rights are limited solely as expressly set forth in the written agreement related to such item).
(c) Section 2.7(c) of the Disclosure Schedules contains a complete list of all current and former employees and consultants of Company who have been involved in the creation of any Company Owned IP. All current and former employees and consultants of Company have executed and delivered to Company nondisclosure and invention agreements. Except as set forth in Section 2.7(c) of the Disclosure Schedules, all of the Company Owned IP were created as a work for hire (as defined under U.S. copyright law) by regular full time employees of Company or each author or developer of such Company Owned IP has irrevocably assigned to Company in writing all copyrights and other Intellectual Property rights in such person’s work with respect to such Company Owned IP.
(d) With respect to Company Owned Software and Software embedded in or bundled with any Owned Company Software (the “Embedded Software”), (i) Company maintains machine-readable master-reproducible copies, source code listings (except with respect to incorporated Company Licensed Software, the source code listings for which are not used or held for use in Co...
Software and Other Intellectual Property. (a) Part 3.7(a) of the Disclosure Schedule contains an accurate and complete list of: (i) all Company IP Registrations; (ii) Company Owned Software (by major point version); and (iii) Embedded Third Party Software (other than Open Source Software disclosed on Part 3.7(n) of the Disclosure Schedule and Off-the-Shelf Software).
(b) Company has good and valid title to, and has the full right to use, all Company Owned IP, in each case free and clear of any Encumbrance, and the rights to use all other Company Owned or Used IP (subject to the terms and conditions of any license to use Company Licensed Software and to any license to use Open Source Software disclosed in the Disclosure Schedule). Except for Embedded Third Party Software and Off-the-Shelf Software, no rights of any third party are necessary to market, offer for sale, license, or other disposition of, or modify, update, and/or create derivative works for the Company Owned IP. There is no Intellectual Property of a third party embedded in, distributed with or bundled with the Company Owned Software other than the Embedded Third Party Software. No rights of any third party are necessary to offer for sale, license, or other disposition of, or modify, update, and/or create derivative works for any Embedded Third Party Software other than the rights granted pursuant to (i) the Material Contracts (ii) contracts for Off-the-Shelf Software and (iii) contracts for Open Source Software (provided the foregoing rights are limited solely as expressly set forth in the written agreement (including online or other click-through licenses) related to such item).
(c) Part 3.7(c)(i) of the Disclosure Schedule contains a complete list of all IP Contributors. All IP Contributors have executed and delivered to Company nondisclosure and invention assignment agreements (a “PIIA”), which (i) ensures that all Intellectual Property conceived, invented, discovered, developed, programmed, designed, or reduced to practice (either alone or jointly with others) during and as a result of their employment or engagement as the case may be, with the Company (including with respect to the Company’s Founders, also Intellectual Property developed by them prior to the incorporation of the Company which relates to the Company’s business) is owned exclusively by the Company and such agreements include assignment provisions with respect thereto; and (ii) include an explicit and irrevocable waiver of all non-assignable rights (including moral ...
Software and Other Intellectual Property