Common use of Complete Transfer Clause in Contracts

Complete Transfer. Lumina expressly agrees that the sale of the Assets under this Agreement constitutes a complete transfer of all of its rights, title and interest with respect to the Assets and that Lumina reserves no rights to market or otherwise transfer the Assets. Lumina hereby assigns, waives, and/or sublicenses any and all Moral Rights (as defined below) Lumina may have in or with respect to the Assets to the maximum extent permitted under the laws of any relevant jurisdiction worldwide. For purposes of this Section "Moral Rights" means any right to (i) divulge a copyrighted work to the public; (ii) retract a copyrighted work from the public; (iii) claim authorship of a copyrighted work; (iv) object to any distortion, mutilation or other modification of a copyrighted work; or (v) any and all similar rights, existing under the law of any jurisdiction in the world, or under any treaty. Ask Jeeves shall have no obligation to Lumina to support, maintain, offer, or do any other act relating to the Assets and may dispose of the Assets as Ask Jeeves, in its sole discretion, decides. Notwithstanding the foregoing, Lumina will retain all rights to the Licensed Technology (as defined in the License Agreement) outside the Ask Jeeves Field of Use (as defined in the License Agreement). Further, except as restricted by any noncompetition obligations set forth in the License Agreement, Lumina shall retain the right to create derivative works from the Licensed Technology (as defined in the License Agreement).

Appears in 2 contracts

Sources: Asset Purchase Agreement (Ask Jeeves Inc), Asset Purchase Agreement (Ask Jeeves Inc)