Intellectual Property Assignment Agreements Clause Samples

Intellectual Property Assignment Agreements. Each employee of the Company who is engaged in the development of Intellectual Property for the Company shall have executed and delivered to SPAC a customary intellectual property assignment agreement (including any invention assignment, proprietary information, confidentiality, or similar agreement), in form and substance reasonably satisfactory to both SPAC and the Company, assigning to the Company all right, title, and interest in and to any Intellectual Property conceived, created, developed, or reduced to practice by such employee in connection with such employee’s employment with the Company.

Intellectual Property Assignment Agreements. In order to carry out the intent of the Parties with respect to the recordation of the transfers of any registrations or applications of Nuance IP or SpinCo IP, as applicable, to the extent the ownership thereof has transferred from a member of the Nuance Group to a member of the SpinCo Group, or vice versa, pursuant to the Separation Agreement or any other Ancillary Agreement, the Parties shall execute intellectual property assignments in a form substantially similar to that attached as Exhibit A1 (the “Patent Assignment Agreement”), Exhibit A2 (the “Trademark Assignment Agreement”), Exhibit A3 (the “Domain Name Assignment Agreement”) and Exhibit A4 (the “Invention Disclosure Assignment Agreement”) as well as such additional case specific assignments as deemed appropriate or necessary under applicable Laws (collectively, the “Intellectual Property Assignment Agreements”) for recordation with the appropriate Governmental Authority.

Intellectual Property Assignment Agreements. The Seller and the Owner shall have executed any and all intellectual property assignment agreements necessary to transfer the Seller Intellectual Property to the Buyer, in each case in a form reasonably satisfactory to the Buyer.

Intellectual Property Assignment Agreements. The Buyer shall have received from the Seller copies of proprietary information, confidentiality and assignment agreements substantially in the Company’s standard form duly executed by the Company and each of the individuals listed on Schedule 7.3(m) of the Disclosure Schedules.

Intellectual Property Assignment Agreements. The Company shall have delivered to Buyer, (i) in form and substance reasonably satisfactory to Buyer, an instrument of assignment to transfer to the Company at or prior to the Closing ownership of the Intellectual Property set forth on Section 7.2(s) of the Disclosure Schedule, properly executed by each transferor thereof and (ii) the Confirmatory IP Assignment, duly executed by Seller and its Affiliates party thereto.

Intellectual Property Assignment Agreements. Prior to the Closing Date, Congo shall use its reasonable best efforts to cause each Person who contributed to the development of Intellectual Property Rights for or on behalf of the Business (including all Leased Employees (as defined under the Congo MSA)), and who has not executed a written agreement assigning to one of the Congo MSA Parties all such Intellectual Property Rights, including the Persons identified on Schedule 6.21, to execute an agreement, in form and substance reasonably acceptable to Buyer, confirming the assignment of all Intellectual Property Rights created or developed by such Person to a Congo MSA Party to hold in trust for the sole right and benefit of the Company (each, a “Confirmatory IP Assignment”). Notwithstanding the foregoing, the execution and delivery of Confirmatory IP Assignments are not a condition to closing the Transactions.

Intellectual Property Assignment Agreements. At the Closing, the Seller and the Buyer shall execute and deliver the Domain Assignment Agreement and the Trademark Assignment Agreement, which are attached hereto as Exhibit D (together, the “IP Assignment Agreements”). Buyer and Seller, or appropriate Affiliates thereof, will execute and deliver one or more additional IP Assignment Agreements as necessary to facilitate the transfer of the Purchased Domain Names set forth on Schedule 2.1. [***] Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Intellectual Property Assignment Agreements. Prior to the Closing, each employee identified in Section 3(t)(v) of the Disclosure Schedule shall execute a confidential information and inventions assignment agreement in a form reasonably acceptable to Buyer pursuant to which such employee assigns to the Company all Intellectual Property developed by such employee for or on behalf of the Company.

Intellectual Property Assignment Agreements. The Company shall request that each employee of the Company execute prior to the Closing an intellectual property assignment agreement in the form previously approved by the Parent (the "IP ASSIGNMENT AGREEMENT") and, in connection therewith, shall talk to and explain the significance of such agreement to each such employee. Without limitation of the foregoing, with respect to each employee of the Company who is involved in the creation or development of the Intellectual Property of the Company, as determined by the Parent (each, an "IP EMPLOYEE"), the Company shall take such other actions as the Parent may reasonably request to have each such IP Employee execute prior to the Closing an IP Assignment Agreement.