INTELLECTUAL PROPERTY AGREEMENT
Exhibit 10.8
This AGREEMENT made this 10th day of August, 2009, by and between OCWEN FINANCIAL
CORPORATION, a Florida corporation (“OFC”) and ALTISOURCE SOLUTIONS S.à x.x., a private
limited liability company organized under the laws of the Grand Duchy of Luxembourg,
(“ALTISOURCE S.à x.x.”).
RECITALS
WHEREAS, OFC and Altisource Portfolio Solutions S.A. (formerly known as Altisource Portfolio
Solutions S.à x.x., formerly known as Ocwen Luxembourg S.à x.x.), the sole parent of ALTISOURCE S.à
x.x. (“ALTISOURCE Parent”), are parties to a Separation Agreement dated as of August 10,
2009 (the “Separation Agreement”), pursuant to which OCWEN will (i) separate the ALTISOURCE
Business (as defined in the Separation Agreement) and (ii) distribute (the “Separation”) to
the holders of shares of OCWEN’s outstanding capital stock all of the outstanding capital stock of
ALTISOURCE Parent;
WHEREAS, following the Separation, ALTISOURCE (as defined below) will operate the ALTISOURCE
Business, and OCWEN (as defined below) will operate the OCWEN Business (as defined in the
Separation Agreement);
WHEREAS, as part of the separation of the ALTISOURCE Business pursuant to the Separation
Agreement, OCWEN is to contribute the ALTISOURCE IP (as defined below) to ALTISOURCE;
WHEREAS, pursuant to the Separation Agreement, this Intellectual Property Agreement (this
“Agreement”) will govern the contribution of the ALTISOURCE IP to ALTISOURCE;
WHEREAS, in addition to this Agreement and the Separation Agreement, OCWEN and ALTISOURCE are
also entering into a Transition Services Agreement, a Services Agreement, and a Technology Products
Services Agreement (collectively, the “Services Agreements”), by which ALTISOURCE will
provide various services to OCWEN (and, in the case of the Transition Services Agreement, OCWEN
will provide certain services to ALTISOURCE); and
WHEREAS, pursuant to the Separation Agreement, this Agreement shall govern the licensing of
the Licensed Intellectual Property and the OCWEN IP, both as defined below, necessary for the
Parties to enjoy the services to be provided under the Services Agreements.
NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual promises contained in
this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. Definitions
a) Capitalized terms used herein and not otherwise defined have the meanings given to
such terms in the Separation Agreement.
b) For the purposes of this Agreement, the following terms shall have the following
meanings:
“Agreement” means this Intellectual Property Agreement, including schedules and
exhibits hereto.
“ALTISOURCE” shall mean ALTISOURCE Parent and the members of the ALTISOURCE Group.
“ALTISOURCE Indemnitees” shall have the meaning set forth in Section 15 below.
“ALTISOURCE IP” shall mean all Intellectual Property to be owned by ALTISOURCE
following the Separation and includes, but is not limited to, the Intellectual Property set forth
on Schedule I hereto.
“ALTISOURCE Parent” shall have the meaning set forth in the recitals hereof.
“ALTISOURCE S.à x.x.” shall have the meaning set forth in the preamble hereof.
“Confidential Information” means information that constitutes trade secrets or
confidential proprietary information, regardless of medium in which the information is stored,
whether now known or to be developed in the future, including but not limited to all written
technical information, data, specifications, research and development information, engineering
drawings, operating and maintenance manuals and materials, analyses prepared by consultants and
other third parties, all cost information, sales and pricing data, customer prospect lists,
supplier records, customer and supplier lists, customer and vendor data, development and
manufacturing files, vendor and customer drawings, formulations and specifications, quality records
and reports, and financial records and reports.
“Disclosing Party” shall have the meaning set forth in Section 10(b) below.
“Effective Date” means the Separation Date.
“Intellectual Property” means all domestic and foreign patents, copyrights, trade
names, domain names, trademarks, service marks, registrations and applications for any of the
foregoing, databases, mask works, Confidential Information, inventions (whether or not patentable
or patented), processes, know-how, procedures, computer applications, programs and other software,
including operating software, network software, firmware, middleware, design software, design
tools, systems documentation, manuals, and instructions, other proprietary information, and
licenses from third parties granting the right to use any of the foregoing.
“Initial Term” means the term of this Agreement that begins on the Effective Date and
ends on the eighth anniversary of the Effective Date.
“Invoiced Amount” shall have the meaning set forth in Section 5(b) below.
“IP Fee Letter” shall have the meaning set forth in Section 5(a) below.
“Licensed Intellectual Property” means the Intellectual Property being licensed to
OCWEN hereunder, including the Intellectual Property contained in Schedule II attached hereto, as
that schedule may be amended from time to time in ALTISOURCE’s sole discretion.
“Licensed Marks” means the trademarks and service marks identified as “Trademarks” in
Schedule II to this Agreement, as that schedule may be modified by ALTISOURCE in its sole
discretion, and used in conjunction with the offering and provision of the licensed goods or
services.
“Licensed Technology” means all Licensed Intellectual Property, excluding the Licensed
Marks, necessary for OCWEN to enjoy the benefit of the Services.
“Licensed Software” means any of the following software programs: RealServicing,
RealTrans, RealResolution, RealPortal, RealDoc, RealSynergy and any other software developed after
the date hereof licensed from ALTISOURCE to OCWEN that is integral to OCWEN’s operations.
“Licensee” shall mean the Party who has been granted a right to use the other Party’s
Intellectual Property.
“Licensor” shall mean the Party who has granted the other Party a right to use its
Intellectual Property.
“OCWEN” shall mean OFC and the members of the OCWEN Group.
“OCWEN Competitor” means any Person (other than OCWEN), together with its Affiliates,
that provides residential loan servicing services in the United States. For purposes of this
definition, “Person” includes any “group” as that term is used in Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, and “beneficial ownership” shall have the meaning provided in
Rule 13d-3 under the Securities Exchange Act of 1934.
“OCWEN Indemnitiees” shall have the meaning set forth in Section 15 below.
“OCWEN IP” shall mean any Intellectual Property owned by OCWEN following the
Separation and used in conjunction with any services provided by OCWEN to ALTISOURCE under the
Transition Services Agreement.
“OFC” shall have the meaning set forth in the preamble hereof.
“Party” shall mean a party to this Agreement, and “Parties” shall mean all parties to this
Agreement.
“Receiving Party” shall have the meaning set forth in Section 10(b) below.
“Renewal Terms” means any one or more subsequent five-year renewal terms of this
Agreement, or such shorter subsequent period if this Agreement is terminated.
“Section” means any enumerated paragraph of this Agreement.
“Services” means the “ALTISOURCE-Provided Services” as defined in the Transition
Services Agreement, the “Services” as defined in the Service Agreement and the “Services” as
defined in the Technology Products Services Agreement.
“Software Change of Control” means at any time, with respect to ALTISOURCE, the
occurrence of any of the following: (a) ALTISOURCE transfers all or substantially all of its rights
and title to (i) any of the Licensed Software or (ii) any other Licensed Intellectual Property, the
effect of which is material and adverse to Ocwen, in either case to an OCWEN Competitor, or (b) any
OCWEN Competitor, (i) acquires (whether through legal or “beneficial ownership,” by contract or
otherwise), directly or indirectly, the right to vote more than 50% of the total voting power of
all common stock of Altisource S.à x.x. or Altisource Parent then outstanding, or (ii)
shall have elected, or caused to be elected, a sufficient number of its or their nominees to the
board of directors of ALTISOURCE S.à x.x. or ALTISOURCE Parent such that the nominees so
elected (regardless of when elected) shall collectively constitute a majority of the board of
directors of ALTISOURCE S.à x.x. or ALTISOURCE Parent.
“Term” means the Initial Term and any Renewal Terms.
“Territory” means the United States and its territories.
2. Transfer of ALTISOURCE IP
a) OCWEN will Transfer or cause to be Transferred all right, title and interest in and
to the ALTISOURCE IP owned by OCWEN to ALTISOURCE effective on the Effective Date free and
clear of all liens and encumbrances. To accomplish this, OCWEN will execute an assignment
in form substantially similar to that attached hereto as Exhibit A, including all exhibits
thereto.
b) Upon the request of ALTISOURCE, OCWEN, on its own behalf and on behalf of the
members of the OCWEN Group, will execute or cause to be executed such further documents and
will do such further acts or will cause such further acts to be done as are necessary to
accomplish the full and complete Transfer of all ALTISOURCE IP to ALTISOURCE.
c) The Parties will cooperate with one another to the extent necessary to accomplish
the full and complete Transfer of ALTISOURCE IP to ALTISOURCE, including the recordation of
all appropriate documents reflecting ALTISOURCE’s
ownership of the ALTISOURCE IP with government agencies having jurisdiction over such
matters.
d) Section 2.08 of the Separation Agreement concerning “Inadvertent or Incorrect
Transfers or Omissions of Assets or Liabilities” shall apply to the transfer of the
ALTISOURCE IP to ALTISOURCE.
3. ALTISOURCE Grant of License; Reservation of Rights
a) ALTISOURCE hereby grants and confirms to OCWEN the non-exclusive license and
non-exclusive right to use that portion of the Licensed Intellectual Property necessary to
use and enjoy the Services or otherwise necessary for OCWEN to perform its residential loan
servicing operations, for itself and for the OCWEN Group, solely in the Territory, and the
limited, non-exclusive, fully paid-up, nontransferable, revocable right to access or to
otherwise use, for the term of this Agreement, all Intellectual Property owned by or, to the
extent permitted by the applicable license, licensed to ALTISOURCE solely to the extent
necessary for ALTISOURCE to perform its obligations to supply any services to OCWEN under
the Services Agreements anywhere in the world, subject to ALTISOURCE’s rights of approval
and control under this Agreement, which approval will not be unreasonably delayed or
withheld.
b) To the extent that ALTISOURCE ceases to provide any particular Services, the license
granted hereunder for the Licensed Intellectual Property pertinent to such Services will
likewise cease, unless and to the extent that the same Licensed Intellectual Property is
required for OCWEN’s enjoyment of any other Services being provided by ALTISOURCE for the
benefit of OCWEN at the time of cessation or in the future.
c) The Parties agree that it is critical that the Licensed Intellectual Property be
protected and enhanced, and toward this end, OCWEN agrees, both during the Term and
thereafter, not to:
i) combine any name or names, service marks, or trademarks with the Licensed Marks;
ii) use any other name or names, service marks, or trademarks in association with
the Licensed Marks in any advertising, promotion, publicity, labeling, packaging or
printed matter of any kind utilized by OCWEN without ALTISOURCE’s prior express written
consent;
iii) do or suffer to be done any act that may in any way adversely affect any
rights of ALTISOURCE in and to the Licensed Intellectual Property or any registrations
thereof or which, directly or indirectly, may reduce the value of the Licensed
Intellectual Property or detract from them or the reputation of ALTISOURCE;
iv) challenge the title or rights of ALTISOURCE in or to the Licensed Intellectual
Property;
v) apply to register or maintain any application or registration respecting the
Licensed Intellectual Property or any other xxxx or domain name confusingly similar to
the Licensed Marks, or domain names licensed hereunder, except with the consent and
direction of ALTISOURCE and in the name of ALTISOURCE, unless otherwise directed by
ALTISOURCE;
vi) use any colorable imitation of any of the Licensed Marks or any variant form
(including variant design forms, logos, colors, or type styles) not specifically
approved by ALTISOURCE;
vii) misuse the Licensed Intellectual Property or take any action that would tend
to destroy or diminish the value of the Licensed Intellectual Property; or
viii) make use of the Licensed Technology beyond the internal enjoyment and
exploitation of the Services.
d) The Parties agree that all use by OCWEN of the Licensed Intellectual Property under
the terms of this Agreement inures to the benefit of ALTISOURCE.
e) OCWEN agrees to: (i) cooperate fully with ALTISOURCE in securing and maintaining the
ownership and goodwill of ALTISOURCE in the Licensed Intellectual Property; and (ii) to
assist ALTISOURCE, at ALTISOURCE’s direction, in the protection, enhancement, maintenance,
and enforcement of ALTISOURCE’s rights in the Licensed Intellectual Property.
f) ALTISOURCE reserves all rights in and to the Licensed Intellectual Property, and
ALTISOURCE may exercise such rights at any time. In that regard, nothing herein shall be
deemed to prevent ALTISOURCE, at any time, from using and granting to third parties the
right to use the Licensed Intellectual Property in the Territory or elsewhere in connection
with the Services.
g) OCWEN shall not exploit the Licensed Intellectual Property licensed hereunder
outside the Territory or for any purpose beyond its use and enjoyment of the Services
without the prior express written consent of ALTISOURCE.
h) Nothing herein shall be deemed to be a grant to OCWEN of the right to use or exploit
any Licensed Intellectual Property beyond that licensed hereunder.
4. OCWEN Grant of License; Reservation of Rights
a) OCWEN hereby grants and confirms to ALTISOURCE the non-exclusive license and
non-exclusive right to use that portion of OCWEN IP necessary to use and enjoy the services
OCWEN is to provide ALTISOURCE under the Transition Services Agreement or otherwise
necessary for ALTISOURCE to perform its mortgage services, financial services or technology
products operations, for itself and for the ALTISOURCE
Group, and the limited, non-exclusive, fully paid-up, nontransferable, revocable right
to access or to otherwise use, for the term of this Agreement, all Intellectual Property
owned by or, to the extent permitted by the applicable license, licensed to OCWEN solely to
the extent necessary for OCWEN to perform its obligations to supply any services to
ALTISOURCE, subject to OCWEN’s rights of approval and control under this Agreement, which
approval will not be unreasonably delayed or withheld.
b) To the extent that OCWEN ceases to provide any particular services to ALTISOURCE,
the license granted hereunder for the OCWEN IP pertinent to such services will likewise
cease, unless and to the extent that the same OCWEN IP is required for ALTISOURCE’s
enjoyment of any other services being provided by OCWEN for the benefit of ALTISOURCE at the
time of cessation or in the future.
c) The Parties agree that it is critical that the OCWEN IP be protected and enhanced,
and toward this end, ALTISOURCE agrees, both during the Term and thereafter, not to:
i) combine any name or names, service marks, or trademarks with any marks included
in the OCWEN IP;
ii) use any other name or names, service marks, or trademarks in association with
any marks among the OCWEN IP in any advertising, promotion, publicity, labeling,
packaging or printed matter of any kind utilized by ALTISOURCE without OCWEN’s prior
express written consent;
iii) do or suffer to be done any act that may in any way adversely affect any
rights of OCWEN in and to the OCWEN IP or any registrations thereof or which, directly
or indirectly, may reduce the value of the OCWEN IP or detract from them or the
reputation of OCWEN.
iv) challenge the title or rights of OCWEN in or to the OCWEN IP;
v) apply to register or maintain any application or registration respecting the
OCWEN IP or any other xxxx or domain name confusingly similar to any marks included in
the OCWEN IP, except with the consent and direction of OCWEN and in the name of OCWEN,
unless otherwise directed by OCWEN;
vi) use any colorable imitation of any of the marks included in the OCWEN IP or any
variant form (including variant design forms, logos, colors, or type styles) not
specifically approved by OCWEN; or
vii) misuse the OCWEN IP or take any action that would tend to destroy or diminish
the value of the OCWEN IP.
viii) make use of any technology contained within the OCWEN IP beyond the internal
enjoyment and exploitation of the services to be provided to ALTISOURCE by OCWEN.
d) The Parties agree that all use by ALTISOURCE of the OCWEN IP under the terms of this
Agreement inures to the benefit of OCWEN.
e) ALTISOURCE agrees to: (i) cooperate fully with OCWEN in securing and maintaining the
ownership and goodwill of OCWEN in the OCWEN IP; and (ii) to assist OCWEN, at OCWEN’s
direction, in the protection, enhancement, maintenance, and enforcement of OCWEN’s rights in
the OCWEN IP.
f) OCWEN reserves all rights in and to the OCWEN IP, and OCWEN may exercise such rights
at any time. In that regard, nothing herein shall be deemed to prevent OCWEN, at any time,
from using and granting to third parties the right to use the OCWEN IP.
g) Nothing herein shall be deemed to be a grant to ALTISOURCE of the right to use or
exploit any OCWEN IP beyond that licensed hereunder.
5. Royalties
a) In consideration of the rights granted to the respective Parties under this
Agreement, each Party shall provide reports and pay the other Party the royalties set forth
in that certain fee letter between OCWEN and ALTISOURCE dated as of the date hereof (the
“IP Fee Letter”).
b) Each Party, as Licensor, shall submit statements of account to the other Party, as
Licensee, on a monthly basis with respect to all amounts payable by the Licensee to the
Licensor hereunder (the “Invoiced Amount”), setting out the royalty amount billed to
the Licensee. The Licensee shall pay the Invoiced Amount to the Licensor by wire transfer
of immediately available funds to an account or accounts specified by the Licensor, or in
such other manner as specified by the Licensor in writing, or as otherwise reasonably agreed
to by the Parties hereto, within 30 days of the date of delivery to the Licensee of the
applicable statement of account; provided, that, in the event of any dispute as to
an Invoiced Amount, the Licensee shall pay the undisputed portion, if any, of such Invoiced
Amount in accordance with the foregoing, and shall pay the remaining amount, if any,
promptly upon resolution of such dispute.
6. Term and Renewal
Subject to the provisions of Sections 3(b), 4(b) and 11, this Agreement will survive
for the Initial Term and will automatically renew for four two-year increments following the
Initial Term, provided that (a) each Party has fully complied with its obligations under
this Agreement and has maintained a performance standard acceptable to the other Party
during the prior term and (b) the Agreement has not been terminated.
7. Quality Control
a) The Parties recognize and acknowledge that the offering of goods or services of
inferior quality under the any licensed marks hereunder may damage the
business reputation of the Parties and the goodwill associated with such marks.
Accordingly, in order to maintain the respective Parties’ reputation for quality, the
Licensee will provide products and/or services under the licensed marks of a quality no less
than its current quality. And all promotional material utilizing the licensed marks must be
approved in writing by the Licensor prior to use.
b) The Licensee shall at all times and in all places permit the Licensor, by
representatives designated by the Licensor, to inspect the use made of the Licensed
Intellectual Property and the OCWEN IP, respectively, under this Agreement. At all times,
the Licensee shall comply with the reasonable quality control procedures furnished or
approved, from time to time, by the Licensor concerning use of the licensed marks and the
quality of any goods or services offered thereunder. Upon reasonable prior notice, the
Licensor may inspect and review the offices and records of the Licensee during normal
business hours for compliance with this or any other provision of this Agreement.
c) The Licensee shall use and display the licensed marks only in such form and manner
as are specifically approved in advance by the Licensor.
d) The Licensee shall cause to appear the legends, markings, and notices that the
Licensor may direct on all material used by the Licensee in connection with the Licensed
Intellectual Property and OCWEN IP, respectively, and on any printed matter on which the
Licensee elects to have licensed marks appear.
e) The Licensee shall be permitted to use any designs, materials, packages, labels,
promotional materials and advertising materials in relation to any goods or services
approved by the Licensor; provided, however, that in the event that, after
the Effective Date, any such design, material, package, label, promotional material or
advertising material is materially modified, or the manner in which any of the foregoing is
used is proposed to be materially modified, the Licensee shall obtain the written approval
of the Licensor (such approval not to be unreasonably withheld) for such design, material,
package, label, promotional material, advertising material or such modified use thereof
prior to any use thereof.
8. Advertising and Promotion
The Licensee shall provide to the Licensor, free of charge for its permanent archives,
copies or representative samples of all advertising and promotional materials bearing any
licensed marks.
9. Intellectual Property Rights Ownership
a) OCWEN acknowledges that ALTISOURCE is the owner of all right, title and interest in
and to the ALTISOURCE IP and the Licensed Intellectual Property and is also the owner of the
goodwill related to or that shall become related to any marks included in the ALTISOURCE IP
and the Licensed Marks.
b) ALTISOURCE acknowledges that OCWEN is the owner of all right, title and interest in
and to the OCWEN IP and is also the owner of the goodwill related to or that shall become
related to the marks included in the OCWEN IP.
c) At the Licensor’s request, the Licensee shall execute any documents reasonably
required by the Licensor to confirm the Licensor’s ownership of all rights in and to, for
ALTISOURCE as Licensor, the ALTISOURCE IP and the Licensed Intellectual Property, and, for
OCWEN as Licensor, the OCWEN IP and the respective rights of ALTISOURCE and OCWEN pursuant
to this Agreement. The Licensee shall cooperate with the Licensor in connection with the
filing and prosecution by the Licensor of applications to register, for ALTISOURCE, the
ALTISOURCE IP and Licensed Intellectual Property and, for OCWEN, the OCWEN IP, and in
connection with the maintenance and renewal of any such registrations that may issue.
d) The Licensee shall use the licensed Intellectual Property strictly in compliance
with the legal requirements obtaining in the Territory or wherever the services in
connection with which the licensed Intellectual Property may be rendered and shall use such
markings in connection therewith as may be required by applicable law.
e) Any challenge by the Licensee to the rights of the Licensor in the licensed
Intellectual Property or any attempt to register licensed Intellectual Property in the
Licensee’s or any other party’s name shall be deemed a material and incurable default
hereunder.
f) OCWEN, pursuant to Section 3, shall not use, and shall not cause or permit any third
party to use, the Licensed Intellectual Property in any unlawful or deceptive manner or in
any other way that is likely to directly or indirectly tarnish, dilute, denigrate, diminish,
lessen the value of or invalidate any of Licensed Intellectual Property.
g) ALTISOURCE, pursuant to Section 4, shall not use, and shall not cause or permit any
third party to use, the OCWEN IP in any unlawful or deceptive manner or in any other way
that is likely to directly or indirectly tarnish, dilute, denigrate, diminish, lessen the
value of or invalidate any of the OCWEN IP.
h) Any technology or Intellectual Property jointly developed by the Parties shall
become the property of ALTISOURCE and shall constitute ALTISOURCE IP. OCWEN shall cooperate
with ALTISOURCE in connection with the filing and prosecution by ALTISOURCE of applications
to register, for ALTISOURCE, any such jointly developed technology and Intellectual
Property, and in connection with the maintenance and renewal of any such registrations that
may issue.
i) Each of the Parties acknowledges and agrees that (i) OCWEN will continue to own all
of its loan servicing data, and (ii) OCWEN will grant to ALTISOURCE free access to such loan
servicing data, including, without limitation, allowing ALTISOURCE to backup such loan
servicing data in accordance with ALTISOURCE’s reasonable standard practices, and nothing in
this Agreement shall limit ALTISOURCE’s ability to use any such data.
j) Within 120 days of the date hereof, ALTISOURCE shall establish and maintain a copy
of the source code and the object code for all Licensed Software, along with programmer’s
notes and other materials sufficient to permit OCWEN to understand the design and operation
of the Licensed Software (collectively, all such material the “Escrow Material”) in escrow
with a recognized escrow agent on terms and conditions reasonably acceptable to OCWEN,
including, but not limited to, identifying the occurrence of a Software Change of Control
following which OCWEN’s rights to the Licensed Software are materially and adversely
impaired as a release condition for the affected Licensed Software (such agreement for
escrow shall be referred to as the “Escrow Agreement”). On the last day of each calendar
quarter or such other period as the Parties may jointly agree, ALTISOURCE shall deposit into
such escrow, Escrow Material corresponding to any new release or upgrades of existing
Licensed Software or new Licensed Software that has been licensed to OCWEN during the
preceding quarter, if any. None of the Escrow Material shall contain devices of any kind
that would prevent the use of the Escrow Material; provided, however, that, if the Licensed
Software normally includes password protection, the use of software keys or other devices
that disable or limit its use, then the Escrow Material shall include: (1) the passwords,
software keys and any other items necessary to allow a party to fully utilize the Licensed
Software; (2) instructions for the use of such passwords, software keys and other items: and
(3) the means to generate additional passwords, software keys and other such items for
subsequent licensees. OCWEN may at any time request verification of the Escrow Material in
accordance with the verification procedures set forth in the Escrow Agreement, and
ALTISOURCE shall comply with their verification obligations set forth in the Escrow
Agreement.
10. Confidentiality
a) Confidential Information. The Parties acknowledge that information to be
shared between ALTISOURCE and OCWEN may be Confidential Information.
b)
Duty of Confidentiality. To the extent a Party (“Disclosing Party”) shares Confidential Information with the other Party (“Receiving Party”), the
Receiving Party agrees to secure and protect the confidentiality of the Disclosing Party’s
Confidential Information in a manner consistent with the maintenance of the Disclosing
Party’s rights therein, using at least as great a degree of care as the Receiving Party uses
to maintain the confidentiality of its own Confidential Information of a similar nature, but
in no event using less than a commercially reasonable degree of care. The Receiving Party
shall not disclose, disseminate, or otherwise publish or communicate the Disclosing Party’s
Confidential Information to any person, firm, corporation, or other third party without the
prior written consent of the Disclosing Party, except to the Receiving Party’s direct and
indirect employees, consultants, and representatives who have a need to know and who
have been informed of and made subject to obligations corresponding to the Receiving Party’s
obligations hereunder.
c) Breach of Confidentiality. The Parties agree that in the event of a breach
of this Section by a Receiving Party or its direct or indirect employees, consultants, or
representatives, the Disclosing Party may suffer irreparable damage for which monetary
relief may be inadequate. Accordingly, in addition to any other remedies available to it,
the Disclosing Party shall be entitled to equitable relief, including specific performance
and other injunctive relief, without the necessity of posting a bond.
11. Termination
a) If either Party materially defaults in the performance of any provision of this
Agreement and such default is not cured within thirty (30) days after receiving notice of
such default from the non-defaulting Party, the non-defaulting Party shall be entitled to
terminate this Agreement effective immediately upon delivery of final written notice to the
defaulting Party.
b) If a Party (i) becomes insolvent, (ii) files a petition in bankruptcy or insolvency,
is adjudicated bankrupt or insolvent or files any petition or answer seeking reorganization,
readjustment or arrangement of its business under any law relating to bankruptcy or
insolvency, or if a receiver, trustee or liquidator is appointed for any of the property of
the Party and within 60 days thereof such Party fails to secure a dismissal thereof or (iii)
makes any assignment for the benefit of creditors, then and in that event only, the Party
that is not the subject of such proceedings may terminate this Agreement immediately upon
written notice.
12. Post-Termination; Expiration of Rights and Obligations
a) If this Agreement is terminated for any cause or no cause or expires, all rights to
use the Licensed Intellectual Property granted under this Agreement shall forthwith revert
to ALTISOURCE, and OCWEN and its receivers, representatives, trustees, agents,
administrators, successors, or permitted assigns shall have no right after the effective
date of termination to use or exploit any Licensed Intellectual Property, including no right
to use, sell, ship, market, or distribute products, services, or promotional materials
bearing the Licensed Marks, unless they have received the prior written approval of
ALTISOURCE. All materials bearing the Licensed Marks and all copies of materials embodying
or incorporating the Licensed Intellectual Property shall be destroyed or disposed of in a
manner authorized by ALTISOURCE. Upon ALTISOURCE’s request, OCWEN shall provide evidence
satisfactory to ALTISOURCE of destruction or other disposition of such materials and things.
OCWEN must do all things necessary to withdraw all filings that reflect OCWEN as a
registered, licensed, or authorized user of any Licensed Intellectual Property.
b) If this Agreement is terminated for any cause or no cause or expires, all rights to
use the OCWEN IP granted under this Agreement shall forthwith revert to
OCWEN, and ALTISOURCE and its receivers, representatives, trustees, agents,
administrators, successors, or permitted assigns shall have no right after the effective
date of termination to use or exploit any OCWEN IP, including no right to use, sell, ship,
market, or distribute products, services, or promotional materials bearing the marks
contained in the OCWEN IP, unless they have received the prior written approval of OCWEN.
All materials bearing the marks contained in the OCWEN IP and all copies of materials
embodying or incorporating the OCWEN IP shall be destroyed or disposed of in a manner
authorized by OCWEN. Upon OCWEN’s request, ALTISOURCE shall provide evidence satisfactory
to OCWEN of destruction or other disposition of such materials and things. ALTISOURCE must
do all things necessary to withdraw all filings that reflect ALTISOURCE as a registered,
licensed, or authorized user of any OCWEN IP.
c) If this Agreement is terminated for any cause or no cause or expires, all materials
containing Confidential Information of a Disclosing Party shall be destroyed or disposed of
in a manner authorized by the Disclosing Party. Upon the Disclosing Party’s request, the
Receiving Party shall provide evidence satisfactory to the Disclosing Party of destruction
or other disposition of such materials and things.
d) Upon termination, all payments due a Licensor shall become immediately due and
payable.
13. Notice of Infringement and Cooperation
a) ALTISOURCE, if it so desires, may commence to prosecute any proceedings, claims, or
suits to protect the Licensed Intellectual Property in ALTISOURCE’s own name or in the name
of OCWEN or join OCWEN as a party thereto. OCWEN agrees to supply ALTISOURCE with such
information as ALTISOURCE may reasonably request, including information regarding sales and
promotion, to aid ALTISOURCE in the acquisition, maintenance, and renewal of applications
and registrations of the Licensed Intellectual Property, in the recordal of this Agreement,
in the entry of OCWEN as a registered or authorized user of the Licensed Intellectual
Property, or in furtherance of any other purpose related to the acquisition, preservation,
protection, or defense of the Licensed Intellectual Property.
b) OCWEN, if it so desires, may commence to prosecute any proceedings, claims, or suits
to protect the OCWEN IP in OCWEN’s own name or in the name of ALTISOURCE or join ALTISOURCE
as a party thereto. ALTISOURCE agrees to supply OCWEN with such information as OCWEN may
reasonably request, including information regarding sales and promotion, to aid OCWEN in the
acquisition, maintenance, and renewal of applications and registrations of the OCWEN IP, in
the recordal of this Agreement, in the entry of ALTISOURCE as a registered or authorized
user of the OCWEN IP or in furtherance of any other purpose related to the acquisition,
preservation, protection, or defense of the OCWEN IP.
c) Each Licensee agrees to notify the Licensor promptly in writing in the event it
becomes aware of any third party infringing, misusing, or otherwise violating any of the
rights of the Licensor in its Intellectual Property, or who the Licensee believes is,
or may be infringing, diluting, or otherwise derogating the Intellectual Property of
the Licensor. The Licensor may, in its sole discretion, take action against such third
party to enforce its interests in its Intellectual Property, and in such event shall be
entitled to retain all monetary recovery from any such third party by way of judgment,
settlement, or otherwise. The Licensee agrees to cooperate promptly and fully with any such
effort, provided, however, that the Licensor shall reimburse the Licensee for all of its
out-of-pocket expenses, not including attorneys’ fees, incurred as a result of such
assistance.
14. Dispute Resolution.
a) It is the intent of the Parties to use reasonable best efforts to resolve
expeditiously any dispute, controversy or claim between or among them with respect to the
matters covered hereby that may arise from time to time on a mutually acceptable negotiated
basis. In furtherance of the foregoing, a Party involved in a dispute, controversy or claim
may deliver a notice (an “Escalation Notice”) demanding an in-person meeting
involving representatives of the Parties at a senior level of management (or if the Parties
agree, of the appropriate strategic business unit or division within such entity). A copy
of any such Escalation Notice shall be given to the General Counsel, or like officer or
official, of the Party involved in the dispute, controversy or claim (which copy shall state
that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or
procedures for such discussions or negotiations between the Parties may be established by
the Parties from time to time; provided, however, that the Parties shall use
commercially reasonable efforts to meet within 30 days of the Escalation Notice.
15. Indemnification
a) OCWEN shall indemnify, defend and hold harmless ALTISOURCE, each other member of the
ALTISOURCE Group and each of their respective former and current directors, officers and
employees, and each of the heirs, executors, successors and assigns of any of the foregoing
(collectively, the “ALTISOURCE Indemnitees”) with legal counsel reasonably
acceptable to ALTISOURCE from and against all demands, claims, injuries, losses, damages,
actions, suits, causes of action, proceedings, judgments, liabilities, and expenses,
including attorneys’ fees, court costs, and other legal expenses, arising out of or
connected with the violation of the proprietary rights of any third party through OCWEN’s
actions, including, but not limited to, liability due solely to the negligence or
recklessness of OCWEN, or of a breach of any representation or warranty made by OCWEN in
this Agreement. ALTISOURCE shall give to OCWEN notice of any such claim or suit as soon as
possible and afford OCWEN the opportunity to defend the claim at its own expense through
counsel of its own choice. Unless approved in writing, OCWEN, its representatives, agents,
and assigns shall not voluntarily settle any such claim or suit in a manner that might in
any way adversely affect or be in derogation of any rights of ALTISOURCE in and to the
Licensed Intellectual Property or constitute any admission in respect thereof or otherwise.
Nothing herein shall preclude ALTISOURCE from participating in any manner through counsel of
its own choosing at its own expense, and no approval by ALTISOURCE of any action by OCWEN
shall
affect any right of ALTISOURCE to indemnification hereunder. ALTISOURCE agrees to
cooperate to the extent reasonably necessary to reduce or eliminate the indemnified
liability.
b) ALTISOURCE shall indemnify, defend and hold harmless OCWEN, each other member of the
OCWEN Group and each of their respective former and current directors, officers and
employees, and each of the heirs, executors, successors and assigns of any of the foregoing
(collectively, the “OCWEN Indemnitees”) with legal counsel reasonably acceptable to
OCWEN from and against all demands, claims, injuries, losses, damages, actions, suits,
causes of action, proceedings, judgments, liabilities, and expenses, including attorneys’
fees, court costs, and other legal expenses, arising out of or connected with the violation
of the proprietary rights of any third party through ALTISOURCE’s actions, including, but
not limited to, liability due solely to the negligence or recklessness of ALTISOURCE, or of
a breach of any representation or warranty made by ALTISOURCE in this Agreement. OCWEN
shall give to ALTISOURCE notice of any such claim or suit as soon as possible and afford
ALTISOURCE the opportunity to defend the claim at its own expense through counsel of its own
choice. Unless approved in writing, ALTISOURCE, its representatives, agents, and assigns
shall not voluntarily settle any such claim or suit in a manner that might in any way
adversely affect or be in derogation of any rights of OCWEN or constitute any admission in
respect thereof or otherwise. Nothing herein shall preclude OCWEN from participating in any
manner through counsel of its own choosing at its own expense, and no approval by OCWEN of
any action by ALTISOURCE shall affect any right of OCWEN to indemnification hereunder.
OCWEN agrees to cooperate to the extent reasonably necessary to reduce or eliminate the
indemnified liability.
16. Representations and Warranties
a) OCWEN represents on behalf of itself and each member of the OCWEN Group, and
ALTISOURCE represents on behalf of itself and each member of the ALTISOURCE Group, as
follows:
i) each Person has the requisite corporate or other power and authority and has
taken all corporate or other action necessary in order to execute, deliver and perform
each of this Agreement to which it is a party and to consummate the transactions
contemplated hereby and thereby; and
ii) this Agreement will be on or prior to the Separation Date duly executed and
delivered by it and constitutes, or will constitute, a valid and binding agreement of it
enforceable in accordance with the terms thereof.
17. DISCLAIMERS OF WARRANTIES
a) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALTISOURCE HAS NOT MADE, AND IS NOT
MAKING, ANY REPRESENTATION OR WARRANTY TO OCWEN, INCLUDING WITH RESPECT
TO THE LICENSED INTELLECTUAL PROPERTY, THE SERVICES, OR THE PROSPECTS OF THE BUSINESS
TO BE CONDUCTED BY OCWEN. EXCEPT AS EXPRESSLY WARRANTED HEREIN, ALTISOURCE EXPRESSLY
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
AND DURABILITY; ANY WARRANTY WITH RESPECT TO INTELLECTUAL PROPERTY INFRINGEMENT; AND ANY
WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. ALTISOURCE DOES NOT WARRANT
THAT ANY SOFTWARE OR SERVICES COVERED UNDER THIS AGREEMENT WILL MEET ALL OF OCWEN’S
REQUIREMENTS OR THAT THE USE OF ANY SOFTWARE WILL BE UNINTERRUPTED (FOR WHATEVER REASON), BE
FREE FROM PROGRAMMING OR OTHER ERRORS, OR WILL BE SAFE FROM VIRUSES, WORMS OR SECURITY
BREACHES. ALTISOURCE HAS NOT AUTHORIZED AND DOES NOT AUTHORIZE ANYONE TO MAKE ANY
WARRANTIES ON ALTISOURCE’S BEHALF.
b) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, OCWEN HAS NOT MADE, AND IS NOT
MAKING, ANY REPRESENTATION OR WARRANTY TO ALTISOURCE, INCLUDING WITH RESPECT TO THE OCWEN
IP, THE ALTISOURCE IP, THE SERVICES IT WILL PROVIDE TO ALTISOURCE, OR THE PROSPECTS OF THE
BUSINESS TO BE CONDUCTED BY ALTISOURCE. EXCEPT AS EXPRESSLY WARRANTED HEREIN, OCWEN
EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND DURABILITY; ANY WARRANTY WITH RESPECT TO INTELLECTUAL PROPERTY
INFRINGEMENT; AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. OCWEN
DOES NOT WARRANT THAT ANY SOFTWARE OR SERVICES COVERED UNDER THIS AGREEMENT WILL MEET ALL OF
ALTISOURCE’S REQUIREMENTS OR THAT THE USE OF ANY SOFTWARE WILL BE UNINTERRUPTED (FOR
WHATEVER REASON), BE FREE FROM PROGRAMMING OR OTHER ERRORS, OR WILL BE SAFE FROM VIRUSES,
WORMS OR SECURITY BREACHES. OCWEN HAS NOT AUTHORIZED AND DOES NOT AUTHORIZE ANYONE TO MAKE
ANY WARRANTIES ON OCWEN’S BEHALF.
18. LIMITATION OF LIABILITY
REGARDLESS OF THE FORM OR NATURE OF ANY ACTION, CAUSE OF ACTION, OR CLAIM, UNDER NO
CIRCUMSTANCES SHALL A PARTY BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT,
INCIDENTIAL, CONSEQUENTIAL OR TREBLE DAMAGES OF ANY CHARACTER; ANY LOSS OF PROFITS, LOSS OF
USE, LOSS OF BUSINESS REVENUE, LOSS OF INCOME, LOSS OF DATA, OR LOSS OF BUSINESS
OPPORTUNITY; FAILURE TO REALIZE EXPECTED SAVINGS; OR COSTS OF COVER, ARISING OUT OF OR
RELATING TO THIS AGREEMENT, THE
LICENSED INTELLECTUAL PROPERTY, THE OCWEN IP, OR THE ALTISOURCE IP, EVEN IF THE PARTY HAS
BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
19. Costs and Expenses
a) Each Party shall bear and pay all costs and expenses arising in connection with its
performance under this Agreement.
b) In the event that a Licensee does not make any payment required under the provisions
of this Agreement to a Licensor when due in accordance with the terms hereof, the Licensor
may, at its option, charge the Licensee interest on the unpaid amount at the rate of 2% per
annum above the prime rate charged by JPMorgan Chase Bank, N.A. (or its successor). In
addition, the Licensee shall reimburse the Licensor for all costs of collection of overdue
amounts, including any reasonable attorneys’ fees.
c) Should either Party incur any costs, including attorneys’ or experts’ fees, as a
result of a material breach of this Agreement by the other Party, the breaching Party shall
be liable to the non-breaching Party for all such costs in addition to any other relief to
which the non-breaching Party may be entitled.
20. Miscellaneous
a) Counterparts; Entire Agreement; Corporate Power.
i) This Agreement and each other Ancillary Agreement may be executed in one or more
counterparts, including by facsimile, all of which shall be considered one and the same
agreement, and shall become effective when one or more counterparts have been signed by
each party hereto or thereto and delivered to the other parties hereto or thereto.
ii) This Agreement and the exhibits and schedules hereto contain the entire
agreement between the Parties with respect to the subject matter hereof, supersede all
previous agreements, negotiations, discussions, writings, understandings, commitments
and conversations with respect to such subject matter, and there are no agreements or
understandings between the Parties with respect to the subject matter hereof other than
those set forth or referred to herein or therein.
b) Governing Law. This Agreement shall be governed by and construed and
interpreted in accordance with the internal laws of the State of New York applicable to
contracts made and to be performed wholly in such State and irrespective of the choice of
law principles of the State of New York, as to all matters.
c) Assignability. This Agreement shall inure to the benefit of and be binding
upon the Parties hereto and their respective successors and permitted assigns. No Party
hereto may assign either this Agreement or any of its rights, interests or obligations
hereunder without the prior written approval of the other party hereto; provided,
however,
that either Party may assign this Agreement without the consent of the other party to
any third party that acquires, by any means, including by merger or consolidation, all or
substantially all the consolidated assets of such Party, subject to Section 9j in the case
of a Software Change of Control. Further, any assignee of any licensed Intellectual Property
hereunder or any Person who acquires any right or title to any licensed Intellectual
Property following a Software Change of Control or otherwise shall take such licensed
Intellectual Property subject to the license set forth herein. Any purported assignment in
violation of this Section 20(c) shall be void and shall constitute a material breach
of this Agreement.
d) Third-Party Beneficiaries. Except for the indemnification rights under this
Agreement of any OCWEN Indemnitee or ALTISOURCE Indemnitee in their respective capacities as
such, (a) the provisions of this Agreement are solely for the benefit of the Parties hereto
and are not intended to confer upon any Person except the Parties hereto any rights or
remedies hereunder and (b) there are no third-party beneficiaries of this Agreement and this
Agreement shall not provide any third person with any remedy, claim, liability,
reimbursement, cause of action or other right in excess of those existing without reference
to this Agreement.
e) Notices. All notices or other communications under this Agreement or any
Ancillary Agreement shall be in writing and shall be deemed to be duly given when (a)
delivered in person, (b) sent by telecopier (except that, if not sent during normal business
hours for the recipient, then at the opening of business on the next business day for the
recipient) to the fax numbers set forth below or (c) deposited in the United States mail or
private express mail, postage prepaid, addressed as follows:
If to OCWEN, to:
Ocwen Financial Corporation
0000 Xxxxxxxxxxx Xxxx, Xxxxx 000
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Attn: Corporate Secretary
Fax No.: (000) 000-0000
0000 Xxxxxxxxxxx Xxxx, Xxxxx 000
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Attn: Corporate Secretary
Fax No.: (000) 000-0000
If to ALTISOURCE to:
Altisource Solutions S.à x.x.
0-0 Xxxxxx Xxxxxxx Xx Xxxxxx
X-0000 Xxxxxxxxxx
Attn: Corporate Secretary
Fax No.: 000-0000-0000
0-0 Xxxxxx Xxxxxxx Xx Xxxxxx
X-0000 Xxxxxxxxxx
Attn: Corporate Secretary
Fax No.: 000-0000-0000
Either Party may, by notice to the other Party, change the address to which such notices are
to be given.
f) Severability. If any provision of this Agreement or the application thereof
to any Person or circumstance is determined by a court of competent jurisdiction to be
invalid, void or unenforceable, the remaining provisions hereof or thereof, or the
application of such provision to Persons or circumstances or in jurisdictions other than
those as to which it has been held invalid or unenforceable, shall remain in full force and
effect and shall in no way be affected, impaired or invalidated thereby, so long as the
economic or legal substance of the transactions contemplated hereby or thereby, as the case
may be, is not affected in any manner materially adverse to either Party. Upon any such
determination, the Parties shall negotiate in good faith in an effort to agree upon a
suitable and equitable provision to effect the original intent of the Parties.
g) Headings. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of this
Agreement.
h) Survival of Covenants. Except as expressly set forth in this Agreement, the
covenants in this Agreement and the liabilities for the breach of any obligations in this
Agreement contained in Sections 2, 3, 4, 7b, 8, 9, 10, 12, 13, 14, 15, 16, 17, 18, 19, and
20 shall survive the termination or expiration of this Agreement.
i) Waivers of Default. Waiver by any Party hereto of any default by any other
Party hereto of any provision of this Agreement shall not be deemed a waiver by the waiving
Party of any subsequent or other default.
j) Specific Performance. In the event of any actual or threatened default in,
or breach of, any of the terms, conditions and provisions of this Agreement, the Party or
Parties who are to be hereby or thereby aggrieved shall have the right to specific
performance and injunctive or other equitable relief of its rights under this Agreement, in
addition to any and all other rights and remedies at law or in equity, and all such rights
and remedies shall be cumulative. The other Party or Parties shall not oppose the granting
of such relief. The Parties to this Agreement agree that the remedies at law for any breach
or threatened breach hereof, including monetary damages, are inadequate compensation for any
loss and that any defense in any action for specific performance that a remedy at law would
be adequate is waived. Any requirements for the securing or posting of any bond with such
remedy are waived.
k) Amendments. No provisions of this Agreement shall be deemed waived,
amended, supplemented or modified by any Party hereto, unless such waiver, amendment,
supplement or modification is in writing and signed by the authorized
representative of the Party against whom it is sought to enforce such waiver,
amendment, supplement or modification.
l) Interpretation. Words in the singular shall be held to include the plural
and vice versa and words of one gender shall be held to include the other genders as the
context requires. The terms “hereof,” “herein, “and “herewith” and words of similar import,
unless otherwise stated, shall be construed to refer to this Agreement as a whole (including
all of the schedules and exhibits hereto) and not to any particular provision of this
Agreement. Section, Exhibit, and Schedule references are to the sections, exhibits, and
schedules of or to this Agreement unless otherwise specified. Any reference herein
to this
Agreement, unless otherwise stated, shall be construed to refer to this Agreement as
amended, supplemented or otherwise modified from time to time, as permitted by the terms
hereof. The word “including” and words of similar import when used in this Agreement shall
mean “including, without limitation,” unless the context otherwise requires or unless
otherwise specified. The word “or” shall not be exclusive. There shall be no presumption
of interpreting this Agreement or any provision hereof against the draftsperson of this
Agreement or any such provision.
m) Jurisdiction; Service of Process; Limitations. Any action or proceeding
arising out of or relating to this Agreement shall be brought in the courts of the State of
New York located in the County of New York or in the United States District Court for the
Southern District of New York (if any party to such action or proceeding has or can acquire
jurisdiction), and each of the Parties hereto irrevocably submits to the exclusive
jurisdiction of each such court in any such action or proceeding, waives any objection it
may now or hereafter have to venue or to convenience of forum, agrees that all claims in
respect of the action or proceeding shall be heard and determined only in any such court and
agrees not to bring any action or proceeding arising out of or relating to this Agreement in
any other court. The Parties to this Agreement agree that any of them may file a copy of
this paragraph with any court as written evidence of the knowing, voluntary and bargained
agreement between the Parties hereto irrevocably to waive any objections to venue or to
convenience of forum. Process in any action or proceeding referred to in the first sentence
of this Section may be served on any Party to this Agreement anywhere in the world. Neither
Party hereto may bring an action against the other under this Agreement (whether for breach
of contract, negligence or otherwise) more than twelve months after that Party becomes aware
of the cause of action or one year after the termination of this Agreement, whichever is
shorter.
n) WAIVER OF JURY TRIAL. EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY,
WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY
OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE
SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.
o) Relationship. The Parties are independent contractors and none of the
Parties is an employee, partner or joint venturer of the other. Under no circumstances
shall any of the employees of a Party be deemed to be employees of the other Party for
any purpose. No Party shall have the right to bind any other Party to any agreement
with a third party or to represent itself as a partner or joint venturer of the other by
reason of this Agreement.
p) Compliance with Laws. The Parties shall each comply with all applicable
laws and regulations and shall obtain all appropriate government approvals pertaining to
their respective operations.
q) Force Majeure. If the performance of this Agreement is interfered with by
any circumstance beyond the reasonable control of the Party affected, including without
limitation governmental authority to grant any consent, approval, waiver, or authorization,
or any delay on the part of any governmental authority in granting any consent, approval,
waiver, or authorization, manufacturer or equipment vendor delays or deficiencies including
ability to process correctly calendar date-related data, delays in repair or maintenance of
sites due to restricted access by third parties, delays or barriers to construction or
coverage resulting from local zoning restrictions or frequency coordination issues with
incumbent wireless users, acts of God, such as fire, flood, earthquake, or other natural
cause, terrorist events, riots, insurrections, war or national emergency, or strikes,
boycotts, lockouts or other labor difficulties, the Party affected by the force majeure is
excused on a day-by-day basis to the extent of the interference; provided that such Party
shall use commercially reasonable efforts to avoid or remove the causes of such
nonperformance.
r) Incorporation of Schedules and Exhibits. The Parties agree that Schedules I
and II and Exhibit A are a part of this Agreement and may be modified to add, delete, or
otherwise change the terms of this Agreement from time to time. Such modified or additional
schedules and exhibits shall become a part of this Agreement from the date of such
modification.
* * * * * *
IN WITNESS WHEREOF, the Parties have caused this Intellectual Property Agreement to be
executed as of the date first written above by their duly authorized representatives.
| OCWEN FINANCIAL CORPORATION |
||||
| By | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | President | |||
| ALTISOURCE SOLUTIONS S.À X.X. |
||||
| By | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Manager | |||
SCHEDULE I
ALTISOURCE INTELLECTUAL PROPERTY
Part A to Schedule I of Intellectual Property Agreement:
Patents
Patents
Issued
| U.S. PTO Patent No. | Issue Date | Title | Inventors | |||
7,412,418
|
8/12/2008 | Expense Tracking, Electronic Ordering, Invoice Presentment, and Payment System and Method | Xxxxxxx X. Xxxxx, Xxxxxxx Xxxxxx, Xxxxxx X. Xxxxx, Xxxx Xxxxxxxx, Xxxxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxxxx Xxxxxxxxx-Xxxxxxxx, Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx Xxxxxxx |
Pending
| Ser. No. | Filing Date | Title | Inventors | |||
U.S. 10/918,699 |
8/16/2004 | Method and System for Providing Customer Relations Information | Xxxxxxx X. Xxxxx, Xxxxx Xxxx Xxxxxxxxx | |||
U.S. 10/937,879 |
9/10/2004 | Method and System for Vendor Management | Xxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx Xxxxxxxxxxx Xxxxxxx Xxxxx X. Xxxx |
|||
U.S. 09/512,845 |
2/25/2000 | Method for Workflow Processing Through Computer Network |
Xxxx Xxxxxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx |
|||
U.S. 10/408,079 |
4/4/2003 | Method and Apparatus for Providing Selective Access to Information | Xxxxx Xxxxxxx Xxxxxxxx |
| Ser. No. | Filing Date | Title | Inventors | |||
U.S. 10/102,104 |
3/19/2002 | Management and Reporting System and Process for Use with Multiple Disparate Database | Xxxxxxxxxxx X. Xxxx Xxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx |
|||
U.S. 10/957,689 |
10/5/2004 | Management and Reporting System and Process for Use with Multiple Disparate Database | Xxxxxxxxxxx X. Xxxx Xxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx |
|||
U.S. 11/141,209 |
6/1/2005 | Call Center Services System and method | Xxxx Xxxxxxxx | |||
U.S. 11/301,247 |
12/13/2005 | Product Optimizer | Xxxxxxxxxxx KennedyWilliam ErbeyBryan Xxxxxx |
|||
U.S. 11/727,225 |
4/4/2003 | Method and Apparatus for Providing Selective Access to Information | Xxxxx Xxxxxxx Xxxxxxxx | |||
U.S. 11/803,306 |
5/22/2006 | Method and system for Loan Closing | Xxxxxxx Xxxxx Xxxxxxxxxxx Xxxxxxx Xxxxx Xxxxxx |
| Ser. No. | Filing Date | Title | Inventors | |||
U.S. 11/802,308 |
5/22/2007 | Method And System For Exchange |
Xxxxxxx Xxxxx Xxxxxxxxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxx |
|||
U.S. 12/111,714 |
04/29/2008 (parent filing 12/08/2003) |
Expense Tracking, Electronic Ordering, Invoice Presentment, and Payment System and Method | Xxxxxxx X. Xxxxx Xxxxxxx Xxxxxx Xxxxxx X. Xxxxx Xxxx Xxxxxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxxx-Xxxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxxx |
|||
U.S. 12/335,196 |
12/15/2008 | Vendor Assurance | Xxxxxxxxxxx Xxxxxxx Xxxxx Xxxxxx |
|||
U.S. utility
|
Unfiled | Method and System for Collections Optimization | Xxxxxxx X. Xxxxx Xxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxxx |
|||
U.S. 12/334,168 |
12/12/2008 | Ocwen Exchange | Xxxxxxxxxxx Xxxxxxx |
| Ser. No. | Filing Date | Title | Inventors | |||
U.S. 12/404,958 |
3/16/2009 | EXPENSE TRACKING, ELECTRONIC ORDERING, INVOICE PRESENTMENT, AND PAYMENT SYSTEM AND METHOD |
Xxxxxxx Xxxxxx; Xxxxxx Xxxx |
|||
U.S. 60/163,228 |
3/25/2009 | APPARATUS AND METHOD FOR MODELING LOAN ATTRIBUTES |
XXXXXX, Xxxxxxxx; XXXXX, Xxxxxx; XXXXXXXXXX, Xxxxxx; XXXXXXX, Xxxxx; |
|||
IN 2743 MUM 2008 |
12/31/2008 | Method and System for Collections Optimization | Xxxxxxx X. Xxxxx Xxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxxx |
|||
IN 979 MUM 2009 |
4/15/2009 | APPARATUS AND METHOD FOR MODELING LOAN ATTRIBUTES |
XXXXXX, Xxxxxxxx; XXXXX, Xxxxxx; XXXXXXXXXX, Xxxxxx; XXXXXXX, Xxxxx; |
Part B to Schedule I of Intellectual Property Agreement:
Trademarks
| Trademarks | ||||||
| Registered | ||||||
| Country | Trademark | Reg. No. | Class | |||
European Community |
REALSynergy & Design (Black & White) | 6380951 | 09 , 36, 38 | |||
European Community |
REALSynergy Logo (Black & White) | 6380943 | 09 , 36 , 38 | |||
European Community |
REALTRANS | 1174531 | 38 | |||
European Community |
REALTRANS & Arrow Design | 1174515 | 38 | |||
European Community |
XXXXXXXXX.XXX | 1174440 | 38 | |||
European Community |
XXX.XXXXXXXXX.XXX | 1174473 | 38 | |||
Japan |
REALSAMM | 0000000 | 09 | |||
Switzerland |
REALPORTAL | 578928 | 00 , 00 | |||
Xxxxxxxxxxx |
XXXXXXXX | 000000 | 00 | |||
Xxxxxxxxxxx |
REALSERVICING | 578930 | 09 , 42 | |||
Switzerland |
REALSynergy & Design (Black & White) | 569462 | 09 | |||
Switzerland |
REALSynergy Logo (Black & White) | 569461 | 09 | |||
Switzerland |
REALTRANS | 578929 | 38 | |||
Taiwan |
REALSAMM | 092007306 | 00 | |||
Xxxxxx Xxxxxx xx Xxxxxxx |
REALPORTAL | 3333964 | 09 , 00 | |||
Xxxxxx Xxxxxx xx Xxxxxxx |
REALREMIT | 3083245 | 00 | |||
Xxxxxx Xxxxxx xx Xxxxxxx |
XXXXXXXXX | 0000000 | 00 | |||
Xxxxxx Xxxxxx of America |
REALREMIT | 3493927 | 35 , 00 | |||
Xxxxxx Xxxxxx xx Xxxxxxx |
XXXXXXXX | 0000000 | 00 | |||
Xxxxxx Xxxxxx of America |
REALSERVICING | 2813709 | 09 , 42 | |||
| Country | Trademark | Reg. No. | Class | |||
United States of America |
REALSYNERGY | 2729544 | 09 | |||
United States of America |
REALSynergy & Design (Black & White) | 3481637 | 09 | |||
United States of America |
REALSynergy Logo (Black & White) | 3334360 | 00 | |||
Xxxxxx Xxxxxx xx Xxxxxxx |
XXXXXXXXX | 0000000 | 00 | |||
Xxxxxx Xxxxxx of America |
WE MAKE YOUR LOANS WORTH MORE | 3410572 | 35 , 36 | |||
Benelux |
ALTISOURCE* | 1179382 | 09, 35, 36, 38, 39, 42 | |||
Benelux |
ALTISOURCE PORTFOLIO SOLUTIONS* | 1179383 | 09, 35, 36, 38, 39, 42 |
| Pending | ||||||
| Country | Xxxx | App. No. | Class | |||
European Community |
THINKING AHEAD. DELIVERING TODAY. | 8210155 | 00 , 00 , 00 , 00 , 00 | |||
European Community |
REALDOC | 8216673 | 09 , 39, 42 | |||
India |
THINKING AHEAD. DELIVERING TODAY. | 1804060 | 00 , 00 , 00 , 00 , 00 | |||
India |
REALDOC | 1807108 | 09 , 39, 42 | |||
India |
REALPORTAL | 1701114 | 09 , 42 | |||
India |
REALREMIT | 1701116 | 00 , 00 , 00 , 00 | |||
Xxxxx |
REALSAMM | 1701113 | 09 | |||
India |
REALSERVICING | 1701115 | 09 , 42 | |||
India |
REALSYNERGY | 1701111 | 09 | |||
India |
REALSynergy & Design (Black & White) | 1613797 | 09 | |||
India |
REALSynergy Logo (Black & White) | 1613796 | 09 | |||
India |
REALTRANS | 1701112 | 38 | |||
Norway |
THINKING AHEAD. DELIVERING TODAY. | 09 , 35 , 36 , 38 , 42 | ||||
Switzerland |
THINKING AHEAD. DELIVERING TODAY. | 00 , 00 , 00 , 00 , 00 | ||||
Switzerland |
REALDOC | 506092009 | 09 , 39, 42 | |||
| * | Denotes intellectual property that is owned by Altisource Portfolio Solutions S.A. (formerly known as Altisource Portfolio Solutions S.à x.x., formerly known as Ocwen Luxembourg S.à x.x.) prior to the Separation. Such intellectual property is being included on this Schedule for clarification purposes. |
| Country | Xxxx | App. No. | Class | |||
Switzerland |
REALREMIT | 583202008 | 00 , 00 , 00 , 00 | |||
Switzerland |
REALSYNERGY | 583182008 | 00 | |||
Xxxxxx |
THINKING AHEAD. DELIVERING TODAY. | 00 , 00 , 00 , 00 , 00 | ||||
Xxxxxx Xxxxxx of America |
HELPING HOMEOWNERS IS WHAT WE DO! | 77/103348 | 00 , 00 | |||
Xxxxxx Xxxxxx xx Xxxxxxx |
REALDOC | 77/596166 | 00 , 00, 00 | |||
Xxxxxx Xxxxxx xx Xxxxxxx |
THE LEADER IN LOSS MITIGATION! | 77/125656 | 35 , 36 | |||
United States of America |
THINKING AHEAD. DELIVERING TODAY. | 77/593386 | 00 , 00 , 00 , 00 , 00 | |||
Uruguay |
THINKING AHEAD. DELIVERING TODAY. | 401.096 | 00 , 00 , 00 , 00 , 00 | |||
Benelux |
ALTISOURCE PORTFOLIO SOLUTIONS & Design* | 1182601 | 09, 35, 36, 38, 39, 42 | |||
Canada |
ALTISOURCE* | 1437569 | 09, 35, 36, 38, 39, 42 | |||
Canada |
ALTISOURCE PORTFOLIO SOLUTIONS* | 1437570 | 09, 35, 36, 38, 39, 42 | |||
European Community |
ALTISOURCE* | 8226177 | 09, 35, 36, 38, 39, 42, 45 | |||
European Community |
ALTISOURCE PORTFOLIO SOLUTIONS* | 8226185 | 00, 00, 00, 00, 00, 00, 00 | |||
Xxxxx |
ALTISOURCE* | Awaiting | 00, 00, 00, 00, 00, 00 | |||
Xxxxx |
ALTISOURCE PORTFOLIO SOLUTIONS* | Awaiting | 09, 35, 36, 38, 39, 42 | |||
Mauritius |
ALTISOURCE* | MUM0909355 | 09, 35, 36, 38, 39, 42 | |||
Mauritius |
ALTISOURCE PORTFOLIO SOLUTIONS* | MUM0909356 | 00, 00, 00, 00, 00, 00 | |||
Xxxxxx |
ALTISOURCE* | 200904134 | 00, 00, 00, 00, 00, 00 | |||
Xxxxxx |
ALTISOURCE PORTFOLIO SOLUTIONS* | 200904135 | 09, 35, 36, 38, 39, 42 |
| * | Denotes intellectual property that is owned by Altisource Portfolio Solutions S.A. (formerly known as Altisource Portfolio Solutions S.à x.x., formerly known as Ocwen Luxembourg S.à x.x.) prior to the Separation. |
| Country | Xxxx | App. No. | Class | |||
Switzerland |
ALTISOURCE* | 54711/2009 | 00, 00, 00, 00, 00, 00 | |||
Xxxxxxxxxxx |
ALTISOURCE PORTFOLIO SOLUTIONS* | 54708/2009 | 00, 00, 00, 00, 00, 00 | |||
Xxxxxx |
ALTISOURCE* | Awaiting | 00, 00, 00, 00, 00, 00 | |||
Xxxxxx |
ALTISOURCE PORTFOLIO SOLUTIONS* | Awaiting | 09, 35, 36, 38, 39, 00 | |||
Xxxxxx Xxxxxx xx Xxxxxxx |
ALTISOURCE* | 77/726139 | 09, 35, 36, 38, 39, 42 | |||
United States of America |
ALTISOURCE PORTFOLIO SOLUTIONS* | 77/726143 | 00, 00, 00, 00, 00, 00 | |||
Xxxxxxx |
ALTISOURCE* | 401631 | 09, 35, 36, 38, 39, 42 |
Part C to Schedule I of Intellectual Property Agreement:
Domain Names
Domain Names
xxxx-xxx.xxx
xxxxxxxxxxxxxxxxxxxxxx.xxx
xxxx-xx.xxx
xxxxxxxxxx.xx
xxxxxxxxxxxxxxxxx.xxx
xxxxxxxxxx-xxx.xxx
xxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx
xxxxxxxxxx-xx.xxx
xxxxxxxxxx-xxxxxxxxx.xxx
xxxxxxxxxxxx.xxx
xxx-xxxx.xxx
xxxx-xxx.xxx
xxxxxxxxxxxxxxxxxxxx.xxx
xxxxxxxxxx.xxx
xxxxxxxxx.xxx
xxxxxxxx.xxx
xxxxxxxx.xxx
xxxxxxxxxxxxx.xxx
xxxxxxxxxxxxx.xxx
xxxxxxxxx.xxx
xxxxxxxxx.xxx
xxxxxxxxx.xxxx
xxxxxxxxx.xxx
xxxxxxxxxxxxxxx.xxx
Xxxxxxxxxxxxx.xxx
Xxxxxxxxxxxxx.xxx
Xxxxxxxxxxxxx.xxx
Xxxxxxxxxxxxx.xx
Xxxxxxxxxxxxx.xxx
Xxxxxxxxxxxxx.xxx
Xxxxxxxxxxxxx.xxx
Xxxxxxxxxxxxx.xxx
Xxxxxxxxxxxxx.xx
Xxxxxxxxxxxxx.xxx
Xxxxxxxxxxxxxxx.xxx
Xxxxxxxxxxxxxxx.xxx
Xxxxxxxxxxxxxxx.xx
Xxxxxxxxxxxxxxx.xxx
Xxxxxxxxxxxxxxx.xxx
Xxxxxxxxxx-xxxxx.xxx
Xxxxxxxxxx-xxxxx.xxx
Xxxxxxxxxx-xxxxx.xx
Xxxxxxxxxx-xxxxx.xxx
Xxxxxxxxxx-xxxxx.xxx
XxxxxxxxxxXxxx.xxx
Xxxxxxxxxxxxxx.xxx
Xxxxxxxxxxxxxx.xx
Xxxxxxxxxxxxxx.xxx
Xxxxxxxxxxxxxx.xxx
xxxxxxxxxx.xx
xxxxxxxxxxxxxxxxxxxxxxxxxxxx.xx
xxxxxxxxxx.xx
xxxxxxxxxxxxxxxxxxxxxxxxxxxx.xx
xxxxxxxxxxxxxxxxxxxxxxxxxxxx.xx
xxxxxxxxxx.xx
xxxxxxxxxxxxxxxxxxxxxxxxxxxx.xx
xxxxxxxxxx.xx
xxxxxxxxxxxxxxxxxxxxxxxxxxxx.xx
xxxxxxxxxx.xxx.xx
xxxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx.xx
xxxxxxxxxx.xx
xxxxxxxxxxxxxxxxxxxxxxxxxxxx.xx
xxxxxxxxxx.xx
xxxxxxxxxxxxxxxxxxxxxxxxxxxx.xx
xxxxxxxxxx.xx
xxxxxxxxxxxxxxxxxxxxxxxxxxxx.xx
xxxxxxxxxx.xx.xx
xxxxxxxxxxxxxxxxxxxxxxxxxxxx.xx.xx
xxxxxxxxxx.xx
xxxxxxxxxxxxxxxxxxxxxxxxxxxx.xx
xxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx
xxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx
xxxxxxxxxxxxxxxxxxxxxxxx.xxx
Part D to Schedule I of Intellectual Property Agreement:
Copyrights
| Registered Copyrights | ||||
| Title of Work | Registration No. | Registration Date | ||
IMAP software
|
TXu000999586 | May 22, 2001 | ||
| Unregistered Copyrights | ||
| Title of Material | Location | |
BROCHURES/GUIDES/PAPERS |
||
Outsourcing for Maximum Returns: Four rules for moving beyond cost
cutting to strategic market
advantage
|
xxxx://xxx.xxxxxxxxxxxxx.xxx/XXX/xx_xxx.xxx# | |
Hybrid Outsourcing Solutions: A
case study on what one top loan
originator did to slash
underwriting costs
|
xxxx://xxx.xxxxxxxxxxxxx.xxx/XXX/xx_xxx.xxx# | |
Mortgage Industry Outsourcing Survey: What the Mortgage Industry Players Really Think |
xxxx://xxx.xxxxxxxxxxxxx.xxx/XXX/xx_xxx.xxx# | |
Commercial Outsourcing White Paper
|
xxxx://xxx.xxxxxxxxxxxxx.xxx/XXX/xx_xxxxxxxxx.xxx | |
Monthly newsletters
|
xxxx://xxx.xxxxxxxxxxxxx.xxx/ | |
Your Guide to Understanding Mortgage
|
xxxx://xxx.xxxxxxxxxxxxxx.xxx/xxxxxxxxx/xxx/Xxxxxxxxx_Xxxxxxxx.xxx | |
Money Management 101
|
xxxx://xxx.xxxxxxxxxxxxxx.xxx/xxxxxxxxx/xxx/XxxxX_Xxxxxx.xxx | |
Making Timely Mortgage Payments
|
xxxx://xxx.xxxxxxxxxxxxxx.xxx/xxxxxxxxx/xxx/Xxxxxx_Xxxxxxxx.xxx | |
Understanding Your Credit Score
|
xxxx://xxx.xxxxxxxxxxxxxx.xxx/xx_xxxxxx_xxxxx.xxx | |
Ocwen’s 15 Point Loan Servicing
Customer Commitment Plan
|
xxxx://xxx.xxxxxxxxxxxxxx.xxx/xx_xx.xxx | |
Global Servicing Solutions Canada
Corp. Secures First Master
Servicing Contract
|
xxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxx.xxx/Xxxxx/XXX-00-00x.xxx | |
Global Servicing Solutions LLC
Establishes Loan and Real Estate
Servicing Office in Canada
|
xxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxx.xxx/Xxxxx/xxx0000x.xxx | |
Global Servicing Solutions Canada
Corp. Receives S&P Commercial
Mortgage Servicer Rating
|
xxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxx.xxx/Xxxxx/xxx0000x.xxx | |
US — Structured Finance Servicer
Evaluation — Commercial Mortgage
Servicer : Ocwen
|
xxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxx.xxx/Xxxxx/XxxxxX0.xxx | |
Ocwen Live Wire Newsletters (June
2007 — October 2007)
|
xxxx://xxx.xxxxxxxxxxxxx.xxx/xxxxxxxxx/xxx/Xxxx __ 2007_Livewire.doc; xxxx://xxx.xxxxxxxxxxxxx.xxx/xxxxxxxxx/xxx/Xxxx__0000_Xxxxxxxx.xxx; xxxx://xxx.xxxxxxxxxxxxx.xxx/xxxxxxxxx/xxx/Xxxxxx__0000_Xxxxxxxx.xxx; xxxx://xxx.xxxxxxxxxxxxx.xxx/xxxxxxxxx/xxx/Xxxxxxxxx__0000_Xxxxxxxx.xxx; xxxx://xxx.xxxxxxxxxxxxx.xxx/xxxxxxxxx/xxx/Xxxxxxx__0000_Xxxxxxxx.xxx |
|
SOFTWARE |
||
REALTrans
|
Ocwen-India | |
REALSAMM
|
Ocwen-India | |
REALSynergy
|
Ocwen-India | |
| Title of Material | Location | |
REALPortal
|
Ocwen-India | |
REALRemit
|
Ocwen-India | |
REALServicing
|
Ocwen-India | |
REALResolution
|
Ocwen-India | |
REALDoc
|
Ocwen-India | |
CIS (Customizable Imaging System)
|
Ocwen-India | |
WEBSITES |
||
xxxxxxxxxxxxxxxxxxxxxxxx.xxx |
||
xxx-xxxx.xxx |
||
xxxxxxxxxx.xxx |
||
xxxxxxxxx.xxx |
Part E to Schedule I of Intellectual Property Agreement:
Trade Secrets
Trade Secrets
REALTrans
ORA Web Portal
REALB2B
REALRemit
REALSAMM
REALSynergy
REALPortal
REALServicing
REALResolution (including Loss Mitigation, Foreclosure, Bankruptcy, Eviction,
Title Resolution, Mortgage Insurance, Accretion, Mortgage Insurance Reporting,
LRM, HMP, REO)
REALDoc
CIS (Customizable Imaging System)
Collection Scripting System
ACCESS Collection System
Integrated Telephony Solution (includes IVR integration)
Customer Relationship Expert (CRE)
Property Manager
Appraisal Manager (part of REALTrans extension)
REALBid (Bid, Auction and Listing site)
Stage V Reporting database and data transformations
Integrations to Xxxxx.xxx website from REAL applications
Matrix
Collateral Management System
PMO (Project Management Office)
SharePoint Repository
Integration of REAL applications with external applications
Full U.S. application based on 61/064,605 (00153) titled Expense Tracking,
Electronic Ordering and Payment System and Method; inventors X. Xxxxxx and X.
Xxxx (due date for filing March 14, 2009)
Method and System for Collections Optimization (unfiled patent);
Pre-payment and Default Model (unfiled patent);
Housing Price Index Model
AVRM Model
Behavioral Sciences-Based Call Scripting
Strategic Tracking and Reporting Dashboard
Collector Effectiveness Model for Training and Personnel Selection
Account Scoring Model for Unsecured Collections
Segmentation Model for Unsecured Collections
Optimal Resolution Model for Unsecured Collections
SCHEDULE II
LICENSED INTELLECTUAL PROPERTY
Part A to Schedule II of Intellectual Property Agreement:
Patents
Patents
Issued
| U.S. PTO Patent No. | Issue Date | Title | Inventors | |||
7,412,418
|
8/12/2008 | Expense Tracking, Electronic Ordering, Invoice Presentment, and Payment System and Method | Xxxxxxx X. Xxxxx, Xxxxxxx Xxxxxx, Xxxxxx X. Xxxxx, Xxxx Xxxxxxxx, Xxxxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxxxx Xxxxxxxxx-Xxxxxxxx, Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx Xxxxxxx |
Pending
| Ser. No. | Filing Date | Title | Inventors | |||
U.S. 10/918,699 |
8/16/2004 | Method and System for Providing Customer Relations Information | Xxxxxxx X. Xxxxx, Xxxxx Xxxx Xxxxxxxxx | |||
U.S. 10/937,879 |
9/10/2004 | Method and System for Vendor Management | Xxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx Xxxxxxxxxxx Xxxxxxx Xxxxx X. Xxxx |
|||
U.S. 09/512,845 |
2/25/2000 | Method for Workflow Processing Through Computer Network | Xxxx Xxxxxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx |
|||
U.S. 10/408,079 |
4/4/2003 | Method and Apparatus for Providing Selective Access to Information | Xxxxx Xxxxxxx Xxxxxxxx | |||
| Ser. No. | Filing Date | Title | Inventors | |||
U.S. 10/102,104 |
3/19/2002 | Management and Reporting System and Process for Use with Multiple Disparate Database | Xxxxxxxxxxx X. Xxxx Xxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx |
|||
U.S. 10/957,689 |
10/5/2004 | Management and Reporting System and Process for Use with Multiple Disparate Database | Xxxxxxxxxxx X. Xxxx Xxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx |
|||
U.S. 11/141,209 |
6/1/2005 | Call Center Services System and method | Xxxx Xxxxxxxx | |||
U.S. 11/301,247 |
12/13/2005 | Product Optimizer | Xxxxxxxxxxx KennedyWilliam ErbeyBryan Xxxxxx |
|||
U.S. 11/727,225 |
4/4/2003 | Method and Apparatus for Providing Selective Access to Information | Xxxxx Xxxxxxx Xxxxxxxx | |||
U.S. 11/803,306 |
5/22/2006 | Method and system for Loan Closing | Xxxxxxx Xxxxx Xxxxxxxxxxx Xxxxxxx Xxxxx Xxxxxx |
| Ser. No. | Filing Date | Title | Inventors | |||
U.S. 11/802,308 |
5/22/2007 | Method And System For Exchange | Xxxxxxx Xxxxx Xxxxxxxxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxx |
|||
U.S. 12/111,714 |
04/29/2008 (parent filing 12/08/2003) |
Expense Tracking, Electronic Ordering, Invoice Presentment, and Payment System and Method | Xxxxxxx X. Xxxxx Xxxxxxx Xxxxxx Xxxxxx X. Xxxxx Xxxx Xxxxxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxxx-Xxxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxxx |
|||
U.S. 12/335,196 |
12/15/2008 | Vendor Assurance | Xxxxxxxxxxx Xxxxxxx Xxxxx Xxxxxx |
|||
U.S. utility
|
Unfiled | Method and System for Collections Optimization | Xxxxxxx X. Xxxxx Xxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxxx |
|||
U.S. 12/334,168 |
12/12/2008 | Ocwen Exchange | Xxxxxxxxxxx Xxxxxxx | |||
| Ser. No. | Filing Date | Title | Inventors | |||
U.S. 12/404,958 |
3/16/2009 | EXPENSE TRACKING, ELECTRONIC ORDERING, INVOICE PRESENTMENT, AND PAYMENT SYSTEM AND METHOD |
Xxxxxxx Xxxxxx; Xxxxxx Xxxx |
|||
U.S. 60/163,228 |
3/25/2009 | APPARATUS AND METHOD FOR MODELING LOAN ATTRIBUTES |
XXXXXX, Xxxxxxxx; XXXXX, Xxxxxx; XXXXXXXXXX, Xxxxxx; XXXXXXX, Xxxxx; |
|||
IN 2743 MUM 2008 |
12/31/2008 | Method and System for Collections Optimization | Xxxxxxx X. Xxxxx Xxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxxx |
|||
IN 979 MUM 2009 |
4/15/2009 | APPARATUS AND METHOD FOR MODELING LOAN ATTRIBUTES |
XXXXXX, Xxxxxxxx; XXXXX, Xxxxxx; XXXXXXXXXX, Xxxxxx; XXXXXXX, Xxxxx; |
Part B to Schedule II of Intellectual Property Agreement:
Trademarks
Trademarks
Registered
Registered
| Country | Trademark | Reg. No. | Class | |||
European Community |
REALSynergy & Design (Black & White) | 6380951 | 09, 36, 38 | |||
European Community |
REALSynergy Logo (Black & White) | 6380943 | 09, 36, 38 | |||
European Community |
REALTRANS | 1174531 | 38 | |||
European Community |
REALTRANS & Arrow Design | 1174515 | 38 | |||
European Community |
XXXXXXXXX.XXX | 1174440 | 38 | |||
European Community |
XXX.XXXXXXXXX.XXX | 1174473 | 00 | |||
Xxxxx |
XXXXXXXX | 0000000 | 00 | |||
Xxxxxxxxxxx |
REALPORTAL | 578928 | 09, 00 | |||
Xxxxxxxxxxx |
XXXXXXXX | 000000 | 00 | |||
Xxxxxxxxxxx |
REALSERVICING | 578930 | 09, 42 | |||
Switzerland |
REALSynergy & Design (Black & White) | 569462 | 09 | |||
Switzerland |
REALSynergy Logo (Black & White) | 569461 | 09 | |||
Switzerland |
REALTRANS | 578929 | 38 | |||
Taiwan |
REALSAMM | 092007306 | 00 | |||
Xxxxxx Xxxxxx xx Xxxxxxx |
REALPORTAL | 3333964 | 09, 00 | |||
Xxxxxx Xxxxxx xx Xxxxxxx |
REALREMIT | 3083245 | 00 | |||
Xxxxxx Xxxxxx xx Xxxxxxx |
XXXXXXXXX | 0000000 | 00 | |||
Xxxxxx Xxxxxx of America |
REALREMIT | 3493927 | 35, 00 | |||
Xxxxxx Xxxxxx xx Xxxxxxx |
XXXXXXXX | 0000000 | 00 | |||
Xxxxxx Xxxxxx of America |
REALSERVICING | 2813709 | 09, 00 |
| Xxxxxxx | Xxxxxxxxx | Xxx. Xx. | Xxxxx | |||
Xxxxxx Xxxxxx of America |
REALSYNERGY | 2729544 | 09 | |||
United States of America |
REALSynergy & Design (Black & White) | 3481637 | 09 | |||
United States of America |
REALSynergy Logo (Black & White) | 3334360 | 00 | |||
Xxxxxx Xxxxxx xx Xxxxxxx |
XXXXXXXXX | 0000000 | 00 | |||
Xxxxxx Xxxxxx of America |
WE MAKE YOUR LOANS WORTH MORE | 3410572 | 35, 36 |
Pending
| Country | Xxxx | App. No. | Class | |||
European Community |
THINKING AHEAD. DELIVERING TODAY. | 8210155 | 09, 35, 36, 38, 42 | |||
European Community |
REALDOC | 8216673 | 09, 39, 42 | |||
India |
THINKING AHEAD. DELIVERING TODAY. | 1804060 | 09, 35, 36, 38, 42 | |||
India |
REALDOC | 1807108 | 09, 39, 42 | |||
India |
REALPORTAL | 1701114 | 09, 42 | |||
India |
REALREMIT | 1701116 | 09, 35, 36, 38 | |||
India |
REALSAMM | 1701113 | 09 | |||
India |
REALSERVICING | 1701115 | 09, 42 | |||
India |
REALSYNERGY | 1701111 | 09 | |||
India |
REALSynergy & Design (Black & White) | 1613797 | 09 | |||
India |
REALSynergy Logo (Black & White) | 1613796 | 09 | |||
India |
REALTRANS | 1701112 | 38 | |||
Norway |
THINKING AHEAD. DELIVERING TODAY. | 09, 35, 36, 38, 42 | ||||
Switzerland |
THINKING AHEAD. DELIVERING TODAY. | 09, 35, 36, 38, 42 | ||||
Switzerland |
REALDOC | 506092009 | 09, 39, 42 | |||
Switzerland |
REALREMIT | 583202008 | 00, 00, 00, 00 | |||
Xxxxxxxxxxx |
REALSYNERGY | 583182008 | 00 | |||
Xxxxxx |
THINKING AHEAD. DELIVERING TODAY. | 09, 35, 36, 38, 42 | ||||
United States of America |
HELPING HOMEOWNERS IS WHAT WE DO! | 77/103348 | 35, 00 |
| Xxxxxxx | Xxxx | Xxx. Xx. | Xxxxx | |||
Xxxxxx Xxxxxx of America |
REALDOC | 77/596166 | 09, 39, 00 | |||
Xxxxxx Xxxxxx xx Xxxxxxx |
THE LEADER IN LOSS MITIGATION! | 77/125656 | 35, 00 | |||
Xxxxxx Xxxxxx xx Xxxxxxx |
THINKING AHEAD. DELIVERING TODAY. | 77/593386 | 09, 35, 36, 38, 42 | |||
Uruguay |
THINKING AHEAD. DELIVERING TODAY. | 401.096 | 09, 35, 36, 38, 42 |
| Unregistered Trademarks | Location | |
RECOVER MORE!
|
xxxx://xxx.xxxxxxxxxxxxx.xxx/xxx.xxx#, xxxx://xxx.xxxxxxxxxxxxx.xxx/ |
|
CLOSE MORE LOANS!
|
xxxx://xxx.xxxxxxxxxxxxx.xxx/xx_xxxxxxxxxxxxxx.xxx, xxxx://xxx.xxxxxxxxxxxxx.xxx/ |
|
|
xxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxx.xxx/ | |
GLOBAL SERVICING SOLUTIONS
|
xxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxx.xxx/ | |
GLOBAL EXPERIENCE ... LOCAL EXPERTISE
|
xxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxx.xxx/ | |
REALSynergyPLUS
|
xxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxx.xxx/xxxxxxxxxx.xxxx | |
REALResolution
|
xxxx://xxx.xxxxxxxxxxxxx.xxx/xxxxxxxxx/xxx/Xxxxx_x.xxx |
Part C to Schedule II of Intellectual Property Agreement:
Domain Names
Domain Names
xxx-xxxx.xxx
xxxx-xxx.xxx
xxxxxxxxxxxxxxxxxxxx.xxx
xxxxxxxxxx.xxx
xxxxxxxxx.xxx
xxxxxxxx.xxx
xxxxxxxx.xxx
xxxxxxxxxxxxx.xxx
xxxxxxxxxxxxx.xxx
xxxxxxxxx.xxx
xxxxxxxxx.xxx
xxxxxxxxx.xxxx
xxxxxxxxx.xxx
xxxxxxxxxxxxxxx.xxx
xxxx-xxx.xxx
xxxxxxxxxxxxxxxxxxxx.xxx
xxxxxxxxxx.xxx
xxxxxxxxx.xxx
xxxxxxxx.xxx
xxxxxxxx.xxx
xxxxxxxxxxxxx.xxx
xxxxxxxxxxxxx.xxx
xxxxxxxxx.xxx
xxxxxxxxx.xxx
xxxxxxxxx.xxxx
xxxxxxxxx.xxx
xxxxxxxxxxxxxxx.xxx
Part D to Schedule II of Intellectual Property Agreement:
Copyrights
Registered Copyrights
| Title of Work | Registration No. | Registration Date | ||
| IMAP software | TXu000999586 | May 22, 2001 |
Unregistered Copyrights
| Title of Material | Location | |
BROCHURES/GUIDES/PAPERS |
||
Outsourcing for Maximum Returns:
Four rules for moving beyond cost
cutting to strategic market
advantage
|
xxxx://xxx.xxxxxxxxxxxxx.xxx/XXX/xx_xxx.xxx# | |
Hybrid Outsourcing Solutions: A
case study on what one top loan
originator did to slash
underwriting costs
|
xxxx://xxx.xxxxxxxxxxxxx.xxx/XXX/xx_xxx.xxx# | |
Mortgage Industry Outsourcing Survey: What the Mortgage Industry Players Really Think
|
xxxx://xxx.xxxxxxxxxxxxx.xxx/XXX/xx_xxx.xxx# | |
Commercial Outsourcing White Paper
|
xxxx://xxx.xxxxxxxxxxxxx.xxx/XXX/xx_xxxxxxxxx.xxx | |
Monthly newsletters
|
xxxx://xxx.xxxxxxxxxxxxx.xxx/ | |
Your Guide to Understanding Mortgage
|
xxxx://xxx.xxxxxxxxxxxxxx.xxx/xxxxxxxxx/xxx/Xxxxxxxxx_Xxxxxxxx.xxx | |
Money Management 101
|
xxxx://xxx.xxxxxxxxxxxxxx.xxx/xxxxxxxxx/xxx/XxxxX_Xxxxxx.xxx | |
Making Timely Mortgage Payments
|
xxxx://xxx.xxxxxxxxxxxxxx.xxx/xxxxxxxxx/xxx/Xxxxxx_Xxxxxxxx.xxx | |
Understanding Your Credit Score
|
xxxx://xxx.xxxxxxxxxxxxxx.xxx/xx_xxxxxx_xxxxx.xxx | |
Ocwen’s 15 Point Loan Servicing
Customer Commitment Plan
|
xxxx://xxx.xxxxxxxxxxxxxx.xxx/xx_xx.xxx | |
Global Servicing Solutions Canada
Corp. Secures First Master
Servicing Contract
|
xxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxx.xxx/Xxxxx/XXX-00-00x.xxx | |
Global Servicing Solutions LLC
Establishes Loan and Real Estate
Servicing Office in Canada
|
xxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxx.xxx/Xxxxx/xxx0000x.xxx | |
Global Servicing Solutions Canada
Corp. Receives S&P Commercial
Mortgage Servicer Rating
|
xxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxx.xxx/Xxxxx/xxx0000x.xxx | |
US — Structured Finance Servicer
Evaluation — Commercial Mortgage
Servicer : Ocwen
|
xxxx://xxx.xxxxxxxxxxxxxxxxxxxxxxxx.xxx/Xxxxx/XxxxxX0.xxx | |
Ocwen Live Wire Newsletters (June
2007 — October 2007)
|
xxxx://xxx.xxxxxxxxxxxxx.xxx/xxxxxxxxx/xxx/Xxxx_0000_Xxxxxxxx.xxx; | |
| xxxx://xxx.xxxxxxxxxxxxx.xxx/xxxxxxxxx/xxx/Xxxx_0000_Xxxxxxxx.xxx; | ||
| xxxx://xxx.xxxxxxxxxxxxx.xxx/xxxxxxxxx/xxx/Xxxxxx_0000_Xxxxxxxx.xxx; | ||
| xxxx://xxx.xxxxxxxxxxxxx.xxx/xxxxxxxxx/xxx/Xxxxxxxxx_0000_Xxxxxxxx.xxx; | ||
| xxxx://xxx.xxxxxxxxxxxxx.xxx/xxxxxxxxx/xxx/Xxxxxxx_0000_Xxxxxxxx.xxx | ||
SOFTWARE |
||
REALTrans
|
Ocwen-India | |
REALSAMM
|
Ocwen-India | |
REALSynergy
|
Ocwen-India |
| Title of Material | Location | |
REALPortal
|
Ocwen-India | |
REALRemit
|
Ocwen-India | |
REALServicing
|
Ocwen-India | |
REALResolution
|
Ocwen-India | |
REALDoc
|
Ocwen-India | |
CIS (Customizable Imaging System)
|
Ocwen-India | |
WEBSITES |
||
xxxxxxxxxxxxxxxxxxxxxxxx.xxx |
||
xxx-xxxx.xxx |
||
xxxxxxxxxx.xxx |
||
xxxxxxxxx.xxx |
Part E to Schedule II of Intellectual Property Agreement:
Trade Secrets
Trade Secrets
REALTrans
ORA Web Portal
REALB2B
REALRemit
REALSAMM
REALSynergy
REALPortal
REALServicing
REALResolution (including Loss Mitigation, Foreclosure, Bankruptcy, Eviction,
Title Resolution, Mortgage Insurance, Accretion, Mortgage Insurance Reporting,
LRM, HMP, REO)
REALDoc
CIS (Customizable Imaging System)
Collection Scripting System
ACCESS Collection System
Integrated Telephony Solution (includes IVR integration)
Customer Relationship Expert (CRE)
Property Manager
Appraisal Manager (part of REALTrans extension)
REALBid (Bid, Auction and Listing site)
Stage V Reporting database and data transformations
Integrations to Xxxxx.xxx website from REAL applications
Matrix
Collateral Management System
PMO (Project Management Office)
SharePoint Repository
Integration of REAL applications with external applications
Full U.S. application based on 61/064,605 (00153) titled Expense Tracking,
Electronic Ordering and Payment System and Method; inventors X. Xxxxxx and X.
Xxxx (due date for filing March 14, 2009)
Method and System for Collections Optimization (unfiled patent);
Pre-payment and Default Model (unfiled patent);
Housing Price Index Model
AVRM Model
Behavioral Sciences-Based Call Scripting
Strategic Tracking and Reporting Dashboard
Collector Effectiveness Model for Training and Personnel Selection
Account Scoring Model for Unsecured Collections
Segmentation Model for Unsecured Collections
Optimal Resolution Model for Unsecured Collections
EXHIBIT A
INTELLECTUAL PROPERTY ASSIGNMENT
WHEREAS, OCWEN FINANCIAL CORPORATION, a Florida corporation, (“ASSIGNOR”), having a
place of business at: 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxx Xxxx Xxxxx, XX 00000, USA,,
is either the direct or indirect owner of all right, title, and interest in and to certain
intellectual property, consisting of all domestic and foreign patents, copyrights, trade names,
domain names, trademarks, service marks, registrations and applications for any of the foregoing,
databases, mask works, inventions, processes, know-how, procedures, computer applications, programs
and other software, including operating software, network software, firmware, middleware, design
software, design tools, systems documentation, manuals, and instructions, and other proprietary
information, technical and other data, trade secrets, confidential or proprietary information,
lists, documents, and other proprietary rights, including without limitation those contained on the
attached schedule and those set forth in Exhibits A-D (collectively, the “Intellectual
Property”) used in connection with ASSIGNOR’s business as it relates to business process and
knowledge process outsourcing; and
WHEREAS, ALTISOURCE Solutions S.à x.x., a société à responsabilité limitée organized under the
laws of Luxembourg (“ASSIGNEE”), seeks to acquire all right, title, and interest in and to
the Intellectual Property, including the goodwill represented thereby, and all applications and
registrations for the Intellectual Property;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Assignor does hereby assign to Assignee all right, title, and interest in and
to the Intellectual Property, including all applications and registrations for the Intellectual
Property, together with the goodwill of the business symbolized by the Intellectual Property, and
the right to xxx for and collect all awards, proceeds, and compensation accruing for past
infringements of the Intellectual Property. In furtherance hereof, Assignor and Assignee hereby
agree to execute all necessary documents to accomplish this Assignment, including executing
documents that are substantially in the forms attached hereto as follows:
Exhibit I — Assignment of Patents
Exhibit II — Assignment of Trademarks
Exhibit III — Assignment of Copyrights
Exhibit IV — Assignment of Domain Names
Exhibit II — Assignment of Trademarks
Exhibit III — Assignment of Copyrights
Exhibit IV — Assignment of Domain Names
| ASSIGNOR |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Date: | ||||
| ASSIGNEE |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| Date: | ||||
EXHIBIT I
TO
INTELLECTUAL PROPERTY ASSIGNMENT
TO
INTELLECTUAL PROPERTY ASSIGNMENT
Company To Company Assignment
(WORLDWIDE PATENT RIGHTS)
WHEREAS, Ocwen Financial Corporation (hereinafter referred to as “ASSIGNOR”), having
a place of business at: 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxx Xxxx Xxxxx, XX 00000, XXX,
is the owner of the entire right, title and interest in and to U.S. and foreign Patent Applications
and/or U.S. and foreign Patents attached hereto as Schedule A (the “Patent Rights”) and the
inventions claimed therein (the “Inventions”); and
WHEREAS, Altisource Solutions S.à x.x. (hereinafter referred to as “ASSIGNEE”),
having a place of business at: 0-0 Xxxxxx Xxxxxxx Xx Xxxxxx, X-0000 Xxxxxxxxxx, is desirous
of acquiring the full and exclusive right in and to said Inventions and all documents and things
relating to the conception, reduction to practice and/or practice of the Inventions (the “Related
Documents”) and the entire right, title and interest in and to said Patent Rights, including any
Letters Patent which may be granted therefor, in the United States and its territorial possessions
and in any and all foreign countries, including any and all divisions, continuations,
substitutions, renewals, re-examination, extension and reissues thereof, and any other applications
claiming priority thereto;
NOW, THEREFORE, in consideration of the sum of FIVE DOLLARS ($5.00), the receipt whereof is
hereby acknowledged, and for other good and valuable consideration, ASSIGNOR, by these presents,
does sell, assign and transfer unto said ASSIGNEE the full and exclusive right in and to said
Inventions, Patent Rights, and Related Documents in the United States and its territorial
possessions and in all foreign countries and the entire right, title and interest, including the
right to xxx for past infringement, if any, and all rights pursuant to 35 U.S.C. §154, in and to
any and all Letters Patent which may be granted therefor in the United States and its territorial
possession and in any and all foreign countries and in and to any and all divisions, continuations,
substitutions, renewals, re-examination, extension and reissues thereof, and any other applications
claiming priority thereto;
ASSIGNOR hereby authorizes and requests the Patent Office Officials in the United States and
its territorial possessions and in any and all foreign countries to issue any and all of said
Letters Patent, when granted, to said ASSIGNEE as the assignee of the entire right, title and
interest in and to the same, for the sole use and behoof of said ASSIGNEE and said
ASSIGNEE’s successors and assigns, to the full end of the term for which said Letters Patent may be
granted, as fully and entirely as the same would have been held by ASSIGNOR had this assignment and
sale not been made.
ASSIGNOR:
|
OCWEN FINANCIAL CORPORATION | |
Date:
|
||
| By: | ||
| Title: | ||
ASSIGNEE:
|
ALTISOURCE SOLUTIONS S.À X.X. | |
Date:
|
||
| By: | ||
| Title: |
SCHEDULE A
TO
TO
Company To Company Assignment
(WORLDWIDE PATENT RIGHTS)
Patents
| Issued | ||||||
| U.S. PTO Patent No. | Issue Date | Title | Inventors | |||
7,412,418
|
8/12/2008 | Expense Tracking, Electronic Ordering, Invoice Presentment, and Payment System and Method | Xxxxxxx X. Xxxxx, Xxxxxxx Xxxxxx, Xxxxxx X. Xxxxx, Xxxx Xxxxxxxx, Xxxxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxx, Xxxxx Xxxxxxxxx-Xxxxxxxx, Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx Xxxxxxx | |||
| Pending | ||||||
| Ser. No. | Filing Date | Title | Inventors | |||
U.S. 10/918,699 |
8/16/2004 | Method and System for Providing Customer Relations Information | Xxxxxxx X. Xxxxx, Xxxxx Xxxx Xxxxxxxxx |
|||
U.S. 10/937,879 |
9/10/2004 | Method and System for Vendor Management | Xxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx Xxxxxxxxxxx Xxxxxxx Xxxxx X. Xxxx |
|||
U.S. 09/512,845 |
2/25/2000 | Method for Workflow Processing Through Computer Network |
Xxxx Xxxxxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx |
|||
U.S. 10/408,079 |
4/4/2003 | Method and Apparatus for Providing Selective Access to Information | Xxxxx Xxxxxxx Xxxxxxxx | |||
| Ser. No. | Filing Date | Title | Inventors | |||
U.S. 10/102,104 |
3/19/2002 | Management and Reporting System and Process for Use with Multiple Disparate Database | Xxxxxxxxxxx X. Xxxx Xxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx |
|||
U.S. 10/957,689 |
10/5/2004 | Management and Reporting System and Process for Use with Multiple Disparate Database | Xxxxxxxxxxx X. Xxxx Xxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx |
|||
U.S. 11/141,209 |
6/1/2005 | Call Center Services System and method | Xxxx Xxxxxxxx |
|||
U.S. 11/301,247 |
12/13/2005 | Product Optimizer | Xxxxxxxxxxx KennedyWilliam ErbeyBryan Xxxxxx |
|||
U.S. 11/727,225 |
4/4/2003 | Method and Apparatus for Providing Selective Access to Information | Xxxxx Xxxxxxx Xxxxxxxx | |||
U.S. 11/803,306 |
5/22/2006 | Method and system for Loan Closing | Xxxxxxx Xxxxx Xxxxxxxxxxx Xxxxxxx Xxxxx Xxxxxx |
| Ser. No. | Filing Date | Title | Inventors | |||
U.S. 11/802,308 |
5/22/2007 | Method And System For Exchange |
Xxxxxxx Xxxxx Xxxxxxxxxxx Xxxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxx |
|||
U.S. 12/111,714 |
04/29/2008 (parent filing 12/08/2003) |
Expense Tracking, Electronic Ordering, Invoice Presentment, and Payment System and Method | Xxxxxxx X. Xxxxx Xxxxxxx Xxxxxx Xxxxxx X. Xxxxx Xxxx Xxxxxxxx Xxxxxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxxxxx-Xxxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxxx |
|||
U.S. 12/335,196 |
12/15/2008 | Vendor Assurance | Xxxxxxxxxxx Xxxxxxx Xxxxx Xxxxxx |
|||
U.S. utility |
Unfiled | Method and System for Collections Optimization | Xxxxxxx X. Xxxxx Xxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxxx |
|||
U.S. 12/334,168 |
12/12/2008 | Ocwen Exchange | Xxxxxxxxxxx Xxxxxxx |
| Ser. No. | Filing Date | Title | Inventors | |||
U.S. 12/404,958 |
3/16/2009 | EXPENSE TRACKING, ELECTRONIC ORDERING, INVOICE PRESENTMENT, AND PAYMENT SYSTEM AND METHOD |
Xxxxxxx Xxxxxx; Xxxxxx Xxxx |
|||
U.S. 60/163,228 |
3/25/2009 | APPARATUS AND METHOD FOR MODELING LOAN ATTRIBUTES |
XXXXXX, Xxxxxxxx; XXXXX, Xxxxxx; XXXXXXXXXX, Xxxxxx; XXXXXXX, Xxxxx; |
|||
IN 2743 MUM 2008 |
12/31/2008 | Method and System for Collections Optimization | Xxxxxxx X. Xxxxx Xxx Xxxxx Xxxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxxx |
|||
IN 979 MUM 2009 |
4/15/2009 | APPARATUS AND METHOD FOR MODELING LOAN ATTRIBUTES |
XXXXXX, Xxxxxxxx; XXXXX, Xxxxxx; XXXXXXXXXX, Xxxxxx; XXXXXXX, Xxxxx; |
EXHIBIT II
TO
INTELLECTUAL PROPERTY ASSIGNMENT
TO
INTELLECTUAL PROPERTY ASSIGNMENT
TRADEMARK ASSIGNMENT
WHEREAS, Ocwen Financial Corporation, a Florida corporation, having a place of business at
0000 Xxxxxxxxxxx Xxxx, Xxxx Xxxx Xxxxx, Xxxxxxx 00000 (hereinafter “ASSIGNOR”), is the
owner of all right, title, and interest in, under and to the trademarks listed in Schedule A
attached hereto (hereinafter the “Trademarks”); and
WHEREAS Altisource Solutions S.à x.x., a société à responsabilité limitée organized and
existing under the laws of Luxembourg, having a place of business at 0-0 Xxxxxx Xxxxxxx Xx Xxxxxx,
X-0000 Xxxxxxxxxx (hereinafter “ASSIGNEE”), is desirous of acquiring said Trademarks and
the registrations and applications therefor, along with the goodwill of the business pertaining
thereto.
NOW, THEREFORE, for the sum of FIVE DOLLARS ($5.00) and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, said ASSIGNOR does hereby assign unto
the said ASSIGNEE all right, title and interest in, under and to the said Trademarks, together with
the goodwill of the business symbolized by the trademarks, the right to bring suit and recover
damages for past infringement, and the registrations and applications therefor. ASSIGNOR hereby
agrees to execute any additional documents to accomplish this Assignment.
ASSIGNOR:
|
OCWEN FINANCIAL CORPORATION | |
Date:
|
||
| By: | ||
| Title: | ||
ASSIGNEE:
|
ALTISOURCE SOLUTIONS S.À X.X. | |
Date:
|
||
| By: | ||
| Title: |
SCHEDULE A
TO
TRADEMARK ASSIGNMENT
TO
TRADEMARK ASSIGNMENT
Trademarks
Registered
| Country | Trademark | Reg. No. | Class | |||
European Community |
REALSynergy & Design (Black & White) | 6380951 | 09 , 36, 38 | |||
European Community |
REALSynergy Logo (Black & White) | 6380943 | 09 , 36 , 38 | |||
European Community |
REALTRANS | 1174531 | 38 | |||
European Community |
REALTRANS & Arrow Design | 1174515 | 38 | |||
European Community |
XXXXXXXXX.XXX | 1174440 | 38 | |||
European Community |
XXX.XXXXXXXXX.XXX | 1174473 | 38 | |||
Japan |
REALSAMM | 0000000 | 09 | |||
Switzerland |
REALPORTAL | 578928 | 00 , 00 | |||
Xxxxxxxxxxx |
XXXXXXXX | 000000 | 00 | |||
Xxxxxxxxxxx |
REALSERVICING | 578930 | 09 , 42 | |||
Switzerland |
REALSynergy & Design (Black & White) | 569462 | 09 | |||
Switzerland |
REALSynergy Logo (Black & White) | 569461 | 09 | |||
Switzerland |
REALTRANS | 578929 | 38 | |||
Taiwan |
REALSAMM | 092007306 | 00 | |||
Xxxxxx Xxxxxx xx Xxxxxxx |
REALPORTAL | 3333964 | 09 , 00 | |||
Xxxxxx Xxxxxx xx Xxxxxxx |
REALREMIT | 3083245 | 00 | |||
Xxxxxx Xxxxxx xx Xxxxxxx |
XXXXXXXXX | 0000000 | 00 | |||
Xxxxxx Xxxxxx of America |
REALREMIT | 3493927 | 35 , 00 | |||
Xxxxxx Xxxxxx xx Xxxxxxx |
XXXXXXXX | 0000000 | 00 | |||
Xxxxxx Xxxxxx of America |
REALSERVICING | 2813709 | 09 , 42 |
| Country | Trademark | Reg. No. | Class | |||
United States of America |
REALSYNERGY | 2729544 | 09 | |||
United States of America |
REALSynergy & Design (Black & White) | 3481637 | 09 | |||
United States of America |
REALSynergy Logo (Black & White) | 3334360 | 00 | |||
Xxxxxx Xxxxxx xx Xxxxxxx |
XXXXXXXXX | 0000000 | 00 | |||
Xxxxxx Xxxxxx of America |
WE MAKE YOUR LOANS WORTH MORE | 3410572 | 35 , 36 |
Pending
| Country | Xxxx | App. No. | Class | |||
European Community |
THINKING AHEAD. DELIVERING TODAY. | 8210155 | 09, 35, 36, 38, 42 | |||
European Community |
REALDOC | 8216673 | 09, 39, 42 | |||
India |
THINKING AHEAD. DELIVERING TODAY. | 1804060 | 09, 35, 36, 38, 42 | |||
India |
REALDOC | 1807108 | 09, 39, 42 | |||
India |
REALPORTAL | 1701114 | 09, 42 | |||
India |
REALREMIT | 1701116 | 09, 35, 36, 38 | |||
India |
REALSAMM | 1701113 | 09 | |||
India |
REALSERVICING | 1701115 | 09, 42 | |||
India |
REALSYNERGY | 1701111 | 09 | |||
India |
REALSynergy & Design (Black & White) | 1613797 | 09 | |||
India |
REALSynergy Logo (Black & White) | 1613796 | 09 | |||
India |
REALTRANS | 1701112 | 38 | |||
Norway |
THINKING AHEAD. DELIVERING TODAY. | 09, 35, 36, 38, 42 | ||||
Switzerland |
THINKING AHEAD. DELIVERING TODAY. | 09, 35, 36, 38, 42 | ||||
Switzerland |
REALDOC | 506092009 | 09, 39, 42 | |||
Switzerland |
REALREMIT | 583202008 | 00, 00, 00, 00 | |||
Xxxxxxxxxxx |
REALSYNERGY | 583182008 | 00 | |||
Xxxxxx |
THINKING AHEAD. DELIVERING TODAY. | 09, 35, 36, 38, 42 | ||||
United States of America |
HELPING HOMEOWNERS IS WHAT WE DO! | 77/103348 | 35, 00 |
| Xxxxxxx | Xxxx | Xxx. Xx. | Xxxxx | |||
Xxxxxx Xxxxxx of America |
REALDOC | 77/596166 | 09, 39, 00 | |||
Xxxxxx Xxxxxx xx Xxxxxxx |
THE LEADER IN LOSS MITIGATION! | 77/125656 | 35, 00 | |||
Xxxxxx Xxxxxx xx Xxxxxxx |
THINKING AHEAD. DELIVERING TODAY. | 77/593386 | 09, 35, 36, 38, 42 | |||
Uruguay |
THINKING AHEAD. DELIVERING TODAY. | 401.096 | 09, 35, 36, 38, 42 |
EXHIBIT III
TO
INTELLECTUAL PROPERTY ASSIGNMENT
TO
INTELLECTUAL PROPERTY ASSIGNMENT
ASSIGNMENT OF COPYRIGHT
WHEREAS, Ocwen Financial Corporation, a Florida corporation, having a place of business at
0000 Xxxxxxxxxxx Xxxx, Xxxx Xxxx Xxxxx, Xxxxxxx 00000 (hereinafter “ASSIGNOR”) owns the
copyright in and to the work(s) shown on the attached Schedule A (hereinafter “the Work(s)”) and
has agreed to transfer to Altisource Solutions S.à x.x., a société à responsabilité limitée
organized and existing under the laws of Luxembourg, having a place of business at 0-0 Xxxxxx
Xxxxxxx Xx Xxxxxx, X-0000 Xxxxxxxxxx (hereinafter “ASSIGNEE”) all right, title, and
interest in and to the Work(s); and
WHEREAS, ASSIGNEE desires to acquire all right, title, and interest in and to the Work(s).
NOW, THEREFORE, for FIVE DOLLARS ($5.00) and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, ASSIGNOR hereby assigns and transfers to
ASSIGNEE, its successors and assigns, the entire right, title, and interest that ASSIGNOR owns or
may be deemed to own in and to the copyright(s) in the Work(s) throughout the world, and the right
to xxx for and collect all awards, proceeds, and compensation accruing for past infringements of
the copyright(s) in the Work(s). In furtherance hereof, ASSIGNOR hereby agrees to execute any
additional documents to accomplish this transfer.
ASSIGNOR:
|
OCWEN FINANCIAL CORPORATION | |
Date:
|
||
| By: | ||
| Title: | ||
ASSIGNEE:
|
ALTISOURCE SOLUTIONS S.À X.X. | |
Date:
|
||
| By: | ||
| Title: |
SCHEDULE A
TO
ASSIGNMENT OF COPYRIGHT
TO
ASSIGNMENT OF COPYRIGHT
Registered Copyrights
| Title of Work | Registration No. | Registration Date | ||
| IMAP software | TXu000999586 | May 22, 2001 |
EXHIBIT IV
TO
INTELLECTUAL PROPERTY ASSIGNMENT
INTELLECTUAL PROPERTY ASSIGNMENT
DOMAIN NAME ASSIGNMENT
WHEREAS, Ocwen Financial Corporation, a Florida corporation (“ASSIGNOR”), has
registered and is the current owner of the domain names listed in Schedule A (the “Domain
Names”);
WHEREAS, ASSIGNOR desires to transfer to Altisource Solutions S.à x.x., a société à
responsabilité limitée of Luxembourg (“ASSIGNEE”), all right, title, and interest in and to
said Domain Names; and
WHEREAS, ASSIGNEE is desirous of acquiring said Domain Names.
NOW, THEREFORE, for the sum of FIVE DOLLARS ($5.00) and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, ASSIGNOR hereby assigns, transfers,
and conveys to ASSIGNEE, its successors, transferees, and assignees, all of ASSIGNOR’s right,
title, and interest in and to said Domain Names. ASSIGNOR hereby agrees to execute any additional
documents to accomplish this Assignment.
ASSIGNOR:
|
OCWEN FINANCIAL CORPORATION | |
Date:
|
||
| By: | ||
| Title: | ||
ASSIGNEE:
|
ALTISOURCE SOLUTIONS S.À X.X. | |
Date:
|
||
| By: | ||
| Title: |
SCHEDULE A
TO
DOMAIN NAME ASSIGNMENT
TO
DOMAIN NAME ASSIGNMENT
Domain Names
xxxx-xxx.xxx
xxxxxxxxxxxxxxxxxxxxxx.xxx
xxxx-xx.xxx
xxxxxxxxxx.xx
xxxxxxxxxxxxxxxxx.xxx
xxxxxxxxxx-xxx.xxx
xxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx
xxxxxxxxxx-xx.xxx
xxxxxxxxxx-xxxxxxxxx.xxx
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xxx-xxxx.xxx
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Xxxxxxxxxx-xxxxx.xx
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