Intellectual Property Upon Dissolution Sample Clauses
The 'Intellectual Property Upon Dissolution' clause defines how ownership and rights to intellectual property (IP) are handled if the agreement or the entity it governs is dissolved. Typically, this clause specifies whether IP created during the partnership or contract remains with one party, is divided among the parties, or reverts to its original owner. For example, it may state that all jointly developed patents or trademarks are to be assigned to a particular party or distributed according to a pre-agreed formula. The core function of this clause is to prevent disputes and ensure a clear, fair allocation of valuable IP assets when the business relationship ends.
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Intellectual Property Upon Dissolution. As contemplated by the IP Agreements, notwithstanding the other provisions of this Article XIV, so long as it or any of its Affiliates is then a Member and its total Membership Interests at such time (when aggregated together with any and all Membership Interests then held by its Affiliates) equals at least 15% of the then outstanding Membership Interests, upon a dissolution of the Company pursuant to Section 14.01(b), 14.01(c), 14.01(d) or 14.01(e), (a) STV shall have a preferential right to purchase from the Company for fair market value any of the Company's intellectual property that is designed to be or is applied within the then-current definition of the Business, and (b) NDI shall have a preferential right to purchase from the Company for fair market value any of the Company's intellectual property that is designed to be or is applied in areas other than those within the then-current definition of the Business. For the avoidance of doubt, each of the parties acknowledges and agrees that the preferential rights available under Sections 14.03(a) and (b) are separate and independent of each other, and that the determination of each party's eligibility for such rights, and its election to exercise them, shall not be contingent upon or otherwise affected by any eligibility or election by the other party. In order to exercise such right, STV or NDI, as the case may be, must deliver written notice to the other Members and the Company within a reasonable amount of time after receiving notice of the dissolution. The fair market value of such intellectual property shall be agreed to in good faith by STV and NDI; provided that, in the event such agreement cannot be reached within 10 Business Days, the fair market value shall be determined by an independent third party appraiser, whose decision shall be final and binding on all parties involved. As contemplated by the IP Agreements, in the event STV exercises the right provided for by this Section 14.03, STV shall grant NDI a license with a reasonable royalty with respect to the intellectual property purchased by STV in so far as such intellectual property is applied in areas other than those included in the then-current definition of the Business. The terms of the transfers and licensing described in this Section 14.03 shall be governed by the IP Agreements.