Common use of Technology and Intellectual Property Rights Clause in Contracts

Technology and Intellectual Property Rights. (a) For the purposes of this Agreement, "CTN Intellectual Property" consists of the following intellectual property: (i) all United States and foreign patents, trademarks, trade names, URLs, domain names, service marks, trade dress, moral and economic rights, copyrights, whether registered or unregistered, and any renewal rights therefor, mask works, inventions, schematics, databases, technical data, software, firmware, technology, manufacturing processes, supplier lists, customer lists, trade secrets, know-how, moral rights and applications and registrations for any of the foregoing; (ii) all documents, records and files relating to design, development, license, end user and other documentation, manufacturing, quality control, sales, marketing or customer support for all intellectual property described herein; (iii) all other tangible or intangible proprietary information and materials; and (iv) all license and other rights in any third party product or any third party intellectual property described in (i) through (iii) above; that are owned or held by or on behalf of CTN or that are being, or have been, used, or are currently under development for use, in the business of CTN as it has been, is currently or is currently planned to be conducted; provided, however, that CTN Intellectual Property will not include any commercially available "off the shelf" standard third party software or related intellectual property (the "Standard Software"). (b) Section 3.5 of the CTN Disclosure Schedule lists: (i) all patents, copyright registrations, mask works, trademarks, service marks, domain names, trade dress, any renewal rights for any of the foregoing, and any applications and registrations for any of the foregoing, that are included in CTN Intellectual Property and owned by or on behalf of CTN; (ii) all hardware products and tools, software products and tools and services that are currently published, offered, or under development by CTN; and (iii) all licenses, sublicenses and other agreements to which CTN is a party and pursuant to which CTN or any other person is authorized to use any CTN Intellectual Property or exercise any other right with regard thereto. The disclosures described in (iii) hereof include the identities of the parties to the relevant agreements, a description of the nature and subject matter thereof, the term thereof and the applicable royalty or summary of any formula or procedure for determining such royalty. (c) CTN Intellectual Property and Standard Software consists solely of items and rights that are either: (i) owned solely by CTN; (ii) in the public domain; or (iii) rightfully used and authorized for use by CTN and its successors pursuant to a valid license. All CTN Intellectual Property that consists of license or other rights to third party property is separately set forth in Section 3.5 of the CTN Disclosure Schedule. CTN has all rights in CTN Intellectual Property and Standard Software necessary to carry out CTN's current activities, including without limitation rights to make, use, exclude others from using, reproduce, modify, adapt, create derivative works based on, translate, distribute (directly and indirectly), transmit, display and perform publicly, license, rent, lease, assign and sell CTN Intellectual Property in all geographic locations and fields of use, and to sublicense any or all such rights to third parties, including the right to grant further sublicenses. (d) To the knowledge of CTN, CTN is not, nor as a result of the execution or delivery of this Agreement and all other agreements contemplated hereby, or performance of CTN's obligations hereunder or the consummation of the Merger, will CTN be, in violation of any license, sublicense or other agreement relating to any CTN Intellectual Property or Standard Software to which CTN is a party or otherwise bound. CTN is not obligated to provide any material consideration (whether financial or otherwise) to any third party, nor is any third party otherwise entitled to any consideration, with respect to any exercise of rights by CTN or Interland, as successor to CTN, in CTN Intellectual Property or Standard Software. (e) To the knowledge of CTN, the use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights in any product, work, technology, service or process as used, provided, or offered at any time, or as proposed for use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights, by CTN does not infringe any copyright, patent, trade secret, trademark, service mark, trade name, domain name, firm name, logo, trade dresx, xask work, moral right, other intellectual property right, right of privacy, or right in personal data of any Person. To the knowledge of CTN, no claims (i) challenging the validity, effectiveness, or ownership by CTN of any CTN Intellectual Property or Standard Software, or (ii) to the effect that the use, reproduction, modification, manufacturing, distribution, licensing, sublicensing, sale, or any other exercise of rights in any product, work, technology, service, or process as used, provided or offered at any time, or as proposed for use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights, by CTN infringes on any intellectual property or other proprietary or personal right of any Person have been asserted to CTN or, to the knowledge of CTN, are threatened by any Person nor is there any basis therefor. To the knowledge of CTN, there are no legal or governmental proceedings, including interference, re-examination, reissue, opposition, nullity, or cancellation proceedings pending that relate to any CTN Intellectual Property or Standard Software, other than review of pending applications for patent, and to the knowledge of CTN there is not any information indicating that such proceedings are threatened by any Governmental Entity or any other Person nor is there any basis therefor. To the knowledge of CTN, all granted or issued patents and mask works and all registered trademarks, service marks and copyright registrations owned by CTN are valid, enforceable and subsisting. To the knowledge of CTN, there is no unauthorized use, infringement, or misappropriation of any CTN Intellectual Property by any third party, employee or former employee. (f) Section 3.5 of the CTN Disclosure Schedule separately lists all parties (other than employees) who have created any portion of, or otherwise have any rights in or to, CTN Intellectual Property. To the knowledge of CTN, CTN has secured from all parties who have created any portion of, or otherwise have any rights in or to, CTN Intellectual Property valid and enforceable written assignments of any such work or other rights to CTN. (g) CTN has obtained written agreements from all employees and from third parties with whom CTN, to its knowledge, has shared confidential proprietary information (i) of CTN or (ii) received from others that CTN is obligated to treat as confidential and to obtain the written agreement of employees and others to keep confidential, which agreements require such employees and third parties to keep such information confidential in accordance with the terms thereof.

Technology and Intellectual Property Rights. (a) For the purposes of this Agreement, "CTN Intellectual Property" consists of the following intellectual property: (i) all United States and foreign patents, trademarks, trade names, URLs, domain names, service marks, trade dress, moral and economic rights, copyrights, whether registered or unregistered, copyrights and any renewal rights therefor, mask works, inventions, schematics, databases, technical data, software, firmware, technology, manufacturing processes, supplier lists, customer lists, trade secrets, know-how, moral rights and applications and registrations for any of the foregoing; (ii) all documents, records and files relating to design, development, license, end user and other documentation, manufacturing, quality control, sales, marketing or customer support for all intellectual property described herein; (iii) all other tangible or intangible proprietary information and materials; and (iv) all license and other rights in any third party product or any third party intellectual property described in (i) through (iii) above; that are owned or held by or on behalf of CTN Horizon or that are being, or and/or have been, used, or are currently under development for use, in the business of CTN Horizon as it has been, is currently or is currently planned to be conducted; provided, however, that CTN Horizon Intellectual Property will not include any commercially available "off the shelf" standard third party software or related intellectual property (the "Standard Software")of any third party. (b) Section 3.5 of the CTN Horizon Disclosure Schedule lists: (i) all patents, copyright registrations, mask works, registered trademarks, registered service marks, domain names, trade dress, any renewal rights for any of the foregoing, and any applications and registrations for any of the foregoing, that are included in CTN Horizon Intellectual Property and owned by or on behalf of CTNHorizon; (ii) all material hardware products and tools, software products and tools and services that are currently published, offered, or under development by CTNHorizon; and (iii) all licenses, sublicenses and other agreements to which CTN Horizon is a party and pursuant to which CTN Horizon or any other person is authorized to use any CTN Horizon Intellectual Property or exercise any other right with regard thereto. The disclosures described in (iii) hereof include the identities of the parties to the relevant agreements, a description of the nature and subject matter thereof, the term thereof and the applicable royalty or summary of any formula or procedure for determining such royalty. (c) CTN Except as disclosed in Section 3.5 of the Horizon Disclosure Schedule, Horizon Intellectual Property and Standard Software consists solely of items and rights that are either: (i) owned solely by CTNHorizon; (ii) in the public domain; or (iii) rightfully used and or authorized for use by CTN Horizon and its successors pursuant to a valid license, and none of such items or rights is in the public domain or is "free-xxxx" or "shareware". All CTN Horizon Intellectual Property that consists of license or other rights to third party property is separately set forth in Section 3.5 of the CTN Horizon Disclosure Schedule. CTN Other than as set forth in Section 3.5 of the Horizon Disclosure Schedule, Horizon has all rights in CTN Horizon Intellectual Property and Standard Software necessary to carry out CTNHorizon's current and former activities, including without limitation rights to make, use, exclude others from using, reproduce, modify, adapt, create derivative works based on, translate, distribute (directly and indirectly), transmit, display and perform publicly, license, rent, lease, assign and sell CTN Horizon Intellectual Property in all geographic locations and fields of use, and to sublicense any or all such rights to third parties, including the right to grant further sublicenses. (d) To Other than as disclosed in Section 3.5 of the knowledge of CTNHorizon Disclosure Schedule, CTN Horizon is not, nor as a result of the execution or delivery of this Agreement and all other agreements contemplated hereby, or performance of CTNHorizon's obligations hereunder or the consummation of the Merger, will CTN Horizon be, in violation of any license, sublicense or other agreement relating to any CTN Horizon Intellectual Property or Standard Software to which CTN Horizon is a party or otherwise bound. CTN Horizon is not obligated to provide any material consideration (whether financial or otherwise) to any third party, nor is any third party otherwise entitled to any consideration, with respect to any exercise of rights by CTN Horizon or InterlandTranSwitch, as successor to CTNHorizon, in CTN Horizon Intellectual Property or Standard SoftwareProperty. (e) To the knowledge of CTN, the The use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights in any product, work, technology, service or process as used, provided, or offered at any time, or as proposed for use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights, by CTN Horizon through the Closing Date does not infringe any copyright, patent, trade secret, trademark, service markxxxx, trade name, domain name, firm name, logo, trade dresxdress, xask mask work, moral right, other intellectual property right, right of privacy, or right in personal data of any Person. To the knowledge of CTN, no No claims (i) challenging the validity, effectiveness, or ownership by CTN Horizon of any CTN Horizon Intellectual Property or Standard SoftwareProperty, or (ii) to the effect that the use, reproduction, modification, manufacturing, distribution, licensing, sublicensing, sale, or any other exercise of rights in any product, work, technology, service, or process as used, provided or offered at any time, or as proposed for use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights, by CTN Horizon infringes or will infringe on any intellectual property or other proprietary or personal right of any Person have been asserted to CTN Horizon or, to the knowledge of CTNHorizon (as defined below), are threatened by any Person nor is nor, to Horizon's knowledge, are there any basis thereforvalid grounds for any bona fide claim of any such kind. To Neither Horizon nor the knowledge Founder has received notice of CTN, there are no any legal or governmental proceedings, including interference, re-examination, reissue, opposition, nullity, or cancellation proceedings pending that relate to any CTN Horizon Intellectual Property or Standard SoftwareProperty, other than review of pending applications for patent, and to the knowledge of CTN there Horizon is not aware of any information indicating that such proceedings are threatened or contemplated by any Governmental Entity or any other Person nor is there any basis thereforPerson. To the knowledge of CTN, all All granted or issued patents and mask works and all registered trademarks, service marks trademarks and copyright registrations owned by CTN Horizon are valid, enforceable and subsisting. To the knowledge of CTNHorizon, there is no unauthorized use, infringement, or misappropriation of any CTN Horizon Intellectual Property by any third party, employee or former employee. (f) Section 3.5 of the CTN Horizon Disclosure Schedule separately lists all parties (other than employees) who have created any portion of, or otherwise have any rights in or to, CTN such Horizon Intellectual PropertyProperty other than Horizon Intellectual Property that is licensed to Horizon. To the knowledge of CTN, CTN Horizon has secured from all parties who have created any portion of, or otherwise have any rights in or to, CTN Horizon Intellectual Property valid and enforceable written assignments of any such work or other rights to CTNHorizon and has provided true and complete copies of such assignments to TranSwitch. (g) CTN Horizon has obtained written agreements from all employees and from third parties with whom CTNHorizon, to its knowledge, has shared confidential proprietary information (i) of CTN Horizon or (ii) received from others that CTN Horizon is obligated to treat as confidential and to obtain the written agreement of employees and others to keep confidential, which agreements require such employees and third parties to keep such information confidential in accordance with the terms thereof. Horizon has made available copies of such written agreements, as executed, to TranSwitch.

Technology and Intellectual Property Rights. (a) For the purposes of this Agreement, "CTN Diamond Intellectual Property" consists of the following intellectual property: (i) all United States and foreign patents, trademarks, trade names, URLs, domain names, service marks, trade dress, moral and economic rights, copyrights, whether registered or unregistered, copyrights and any renewal rights therefor, mask works, inventions, schematics, databases, technical data, software, firmware, technology, manufacturing processes, supplier lists, customer lists, trade secrets, know-how, moral rights and applications and registrations for any of the foregoing; (ii) all documents, records and files relating to design, development, license, end user and other documentation, manufacturing, quality control, sales, marketing or customer support for all intellectual property described herein; (iii) all other tangible or intangible proprietary information and materials; and (iv) all license and other rights in any third party product or any third party intellectual property described in (i) through (iii) above; that are owned or held by or on behalf of CTN Diamond or any Subsidiary or that are being, or and/or have been, used, or are currently under development for use, in the business of CTN Diamond or any Subsidiary as it has been, is currently or is currently planned to be conducted; provided, however, that CTN Diamond Intellectual Property will not include any commercially available "off the shelf" standard third party software or related intellectual property (the "Standard Software")property. (b) Section 3.5 of the CTN Diamond Disclosure Schedule lists: (i) all patents, copyright registrations, mask works, registered trademarks, registered service marks, domain names, trade dress, any renewal rights for any of the foregoing, and any applications and registrations for any of the foregoing, that are included in CTN Diamond Intellectual Property and owned by or on behalf of CTNDiamond or any Subsidiary; (ii) all hardware products and tools, software products and tools and services that are currently published, offered, or under development by CTNDiamond or any Subsidiary; and (iii) all licenses, sublicenses and other agreements to which CTN Diamond or any Subsidiary is a party and pursuant to which CTN Diamond or any Subsidiary or any other person is authorized to use any CTN Diamond Intellectual Property or exercise any other right with regard thereto. The disclosures described in (iii) hereof include the identities of the parties to the relevant agreements, a description of the nature and subject matter thereof, the term thereof and the applicable royalty or summary of any formula or procedure for determining such royalty. (c) CTN Diamond Intellectual Property and Standard Software consists solely of items and rights that are either: (i) owned solely by CTNDiamond or any of its Subsidiaries; (ii) in the public domain; or (iii) rightfully used and authorized for use by CTN Diamond or any Subsidiary and its their successors pursuant to a valid license. All CTN Diamond Intellectual Property that consists of license or other rights to third party property is separately set forth in Section 3.5 of the CTN Diamond Disclosure Schedule. CTN has Diamond and its Subsidiaries have all rights in CTN Diamond Intellectual Property and Standard Software necessary to carry out CTNDiamond's current or any Subsidiary's current, former and planned future activities, including without limitation rights to make, use, exclude others from using, reproduce, modify, adapt, create derivative works based on, translate, distribute (directly and indirectly), transmit, display and perform publicly, license, rent, lease, assign and sell CTN Diamond Intellectual Property in all geographic locations and fields of use, and to sublicense any or all such rights to third parties, including the right to grant further sublicenses. (d) To the knowledge of CTN, CTN Diamond is not, nor as a result of the execution or delivery of this Agreement and all other agreements contemplated hereby, or performance of CTNDiamond's obligations hereunder or the consummation of the Merger, will CTN Diamond be, in violation of any license, sublicense or other agreement relating to any CTN Diamond Intellectual Property or Standard Software to which CTN Diamond or any Subsidiary is a party or otherwise bound. CTN Diamond is not obligated to provide any material consideration (whether financial or otherwise) to any third party, nor is any third party otherwise entitled to any consideration, with respect to any exercise of rights by CTN Diamond or InterlandSurviving Corporation, as successor to CTNDiamond, in CTN Diamond Intellectual Property or Standard SoftwareProperty. (e) To the knowledge of CTNDiamond or any of its Subsidiaries, the use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights in any product, work, technology, service or process as used, provided, or offered at any time, or as proposed for use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights, by CTN Diamond or any Subsidiary does not infringe any copyright, patent, trade secret, trademark, service mark, trade name, domain xxade name, firm name, logo, trade dresx, xask workdress, moral right, other intellectual property right, right of privacy, or right in personal data of any Person. To the knowledge of CTN, no No claims (i) challenging the validity, effectiveness, or ownership by CTN Diamond or any Subsidiary of any CTN Diamond Intellectual Property or Standard SoftwareProperty, or (ii) to the effect that the use, reproduction, modification, manufacturing, distribution, licensing, sublicensing, sale, or any other exercise of rights in any product, work, technology, service, or process as used, provided or offered at any time, or as proposed for use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights, by CTN infringes on any intellectual property or other proprietary or personal right of any Person have been asserted to CTN or, to the knowledge of CTN, are threatened by any Person nor is there any basis therefor. To the knowledge of CTN, there are no legal or governmental proceedings, including interference, re-examination, reissue, opposition, nullity, or cancellation proceedings pending that relate to any CTN Intellectual Property or Standard Software, other than review of pending applications for patent, and to the knowledge of CTN there is not any information indicating that such proceedings are threatened by any Governmental Entity or any other Person nor is there any basis therefor. To the knowledge of CTN, all granted or issued patents and mask works and all registered trademarks, service marks and copyright registrations owned by CTN are valid, enforceable and subsisting. To the knowledge of CTN, there is no unauthorized use, infringement, or misappropriation of any CTN Intellectual Property by any third party, employee or former employee., (f) Section 3.5 of the CTN Diamond Disclosure Schedule separately lists all parties (other than employees) who have created any portion of, or otherwise have any rights in or to, CTN Diamond Intellectual Property. To the knowledge of CTN, CTN has Diamond and its Subsidiaries have secured from all parties who have created any portion of, or otherwise have any rights in or to, CTN Diamond Intellectual Property valid and enforceable written assignments of any such work or other rights to CTNor such Subsidiaries and has provided true and complete copies of such assignments to Parent. (g) CTN Diamond has obtained written agreements from all employees and from third parties with whom CTNDiamond, to its knowledge, has shared confidential proprietary information (i) of CTN Diamond or any Subsidiary or (ii) received from others that CTN Diamond is obligated to treat as confidential and to obtain the written agreement of employees and others to keep confidential, which that agreements require such employees and third parties to keep such information confidential in accordance with the terms thereof. Diamond has made available copies of such written agreements, as executed, to Parent.

Technology and Intellectual Property Rights. (a) For the purposes of this Agreement, "CTN Intellectual Property" consists of the following intellectual property: (i) all United States and foreign patents, trademarks, trade names, URLs, domain names, service marks, trade dress, moral and economic rights, copyrights, whether registered or unregistered, copyrights and any renewal rights therefor, mask works, inventions, schematics, databases, technical data, software, firmware, technology, manufacturing processes, supplier lists, customer lists, trade secrets, know-how, moral rights and applications and registrations for any of the foregoing; (ii) all documents, records and files relating to design, development, license, end user and other documentation, manufacturing, quality control, sales, marketing or customer support for all intellectual property described herein; (iii) all other tangible or intangible proprietary information and materials; and (iv) all license and other rights in any third party product or any third party intellectual property described in (i) through (iii) above; that are owned or held by or on behalf of CTN Calogic or that are being, or and/or have been, used, or are currently under development for use, in the business of CTN Calogic as it (i) has been, been conducted during the past two years (ii) is currently conducted or (iii) is currently planned in written documentation to be conducted; provided, however, that CTN Calogic Intellectual Property will not include any commercially available "off the shelf" standard third party software or related intellectual property (the "Standard Software")property. (b) Section 3.5 of the CTN Calogic Disclosure Schedule lists: (i) all patents, copyright registrations, mask works, registered trademarks, registered service marks, domain names, trade dress, any renewal rights for any of the foregoing, and any applications and registrations for any of the foregoing, that are included in CTN Calogic Intellectual Property and owned by or on behalf of CTNCalogic; (ii) all hardware products and tools, software products and tools and services that are currently published, offered, or under development by CTNCalogic; and (iii) all licenses, sublicenses and other agreements to which CTN Calogic is a party and pursuant to which CTN Calogic or any other person is authorized to use any CTN Calogic Intellectual Property or exercise any other right with regard thereto. The disclosures described in (iii) hereof include the identities of the parties to the relevant agreements, a description of the nature and subject matter thereof, the term thereof and the applicable royalty or summary of any formula or procedure for determining such royalty. (c) CTN To the knowledge of Calogic, based solely upon the fact that Calogic has not received written notice to the contrary and without further investigation, Calogic Intellectual Property and Standard Software consists solely of items and rights that are either: (i) owned solely by CTNCalogic; (ii) in the public domain; or (iii) rightfully used and authorized for use by CTN Calogic and its successors pursuant to a valid license. All CTN Intellectual Property that consists of license or other rights to third party property is separately set forth in Section 3.5 of the CTN Disclosure Schedule. CTN has all rights in CTN Intellectual Property and Standard Software necessary to carry out CTN's current activities, including without limitation rights to make, use, exclude others from using, reproduce, modify, adapt, create derivative works based on, translate, distribute (directly and indirectly), transmit, display and perform publicly, license, rent, lease, assign and sell CTN Intellectual Property in all geographic locations and fields of use, and to sublicense any or all such rights to third parties, including the right to grant further sublicenses. (d) To the knowledge of CTN, CTN is not, nor as a result of the execution or delivery of this Agreement and all other agreements contemplated hereby, or performance of CTN's obligations hereunder or the consummation of the Merger, will CTN be, in violation of any license, sublicense or other agreement relating to any CTN Intellectual Property or Standard Software to which CTN is a party or otherwise bound. CTN is not obligated to provide any material consideration (whether financial or otherwise) to any third party, nor is any third party otherwise entitled to any consideration, with respect to any exercise of rights by CTN or Interland, as successor to CTN, in CTN Intellectual Property or Standard Software. (e) To the knowledge of CTN, the use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights in any product, work, technology, service or process as used, provided, or offered at any time, or as proposed for use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights, by CTN does not infringe any copyright, patent, trade secret, trademark, service mark, trade name, domain name, firm name, logo, trade dresx, xask work, moral right, other intellectual property right, right of privacy, or right in personal data of any Person. To the knowledge of CTN, no claims (i) challenging the validity, effectiveness, or ownership by CTN of any CTN Intellectual Property or Standard Software, or (ii) to the effect that the use, reproduction, modification, manufacturing, distribution, licensing, sublicensing, sale, or any other exercise of rights in any product, work, technology, service, or process as used, provided or offered at any time, or as proposed for use, reproduction, modification, distribution, licensing, sublicensing, sale, or any other exercise of rights, by CTN infringes on any intellectual property or other proprietary or personal right of any Person have been asserted to CTN or, to the knowledge of CTN, are threatened by any Person nor is there any basis therefor. To the knowledge of CTN, there are no legal or governmental proceedings, including interference, re-examination, reissue, opposition, nullity, or cancellation proceedings pending that relate to any CTN Intellectual Property or Standard Software, other than review of pending applications for patent, and to the knowledge of CTN there is not any information indicating that such proceedings are threatened by any Governmental Entity or any other Person nor is there any basis therefor. To the knowledge of CTN, all granted or issued patents and mask works and all registered trademarks, service marks and copyright registrations owned by CTN are valid, enforceable and subsisting. To the knowledge of CTN, there is no unauthorized use, infringement, or misappropriation of any CTN Intellectual Property by any third party, employee or former employee. (f) Section 3.5 of the CTN Disclosure Schedule separately lists all parties (other than employees) who have created any portion of, or otherwise have any rights in or to, CTN Intellectual Property. To the knowledge of CTN, CTN has secured from all parties who have created any portion of, or otherwise have any rights in or to, CTN Intellectual Property valid and enforceable written assignments of any such work or other rights to CTN. (g) CTN has obtained written agreements from all employees and from third parties with whom CTN, to its knowledge, has shared confidential proprietary information (i) of CTN or (ii) received from others that CTN is obligated to treat as confidential and to obtain the written agreement of employees and others to keep confidential, which agreements require such employees and third parties to keep such information confidential in accordance with the terms thereof.