Common use of IP Contracts Clause in Contracts

IP Contracts. Section 3.16(e) of the Company Disclosure Letter sets forth a complete and accurate list of Contracts in effect as of the date of this Agreement pursuant to which (i) the Company or any of its Subsidiaries has assigned or granted a license, or other right to a third Person under any material Company Intellectual Property, other than (1) non-disclosure agreements, (2) Contracts with end users, customers, resellers, channel partners, and distributors to the extent granting non-exclusive licenses granted in connection with the provision, support, maintenance, or sale of any product or service of the Company or any of its Subsidiaries in the ordinary course of business; (3) OEM, strategic alliance and similar Contracts entered into in the ordinary course of business to the extent granting non-exclusive licenses; (4) Contracts with Service Providers and vendors to the extent granting non-exclusive licenses in connection with the counterparty’s provision of products or services to or for the Company or any of its Subsidiaries in the ordinary course of business; and (5) non-exclusive licenses authorizing use of brand materials, feedback, or other Intellectual Property Rights that are incidental to the primary purpose of the Contract; (ii) a third Person has granted a license or other right to any Intellectual Property Rights or Technology to the Company or any of its Subsidiaries that are material to the operation of the business of the Company or any of its Subsidiaries, taken as a whole, other than (A) non-disclosure agreements; (B) non-exclusive licenses or related services Contracts for commercially available, Technology or Intellectual Property Rights; (C) any licenses to Open Source Software or other data and materials licensed as open-source, public-source or freeware; (D) Contracts with Service Providers for the assignment of, or license to, any Intellectual Property Rights to the Company or any of its Subsidiaries; and (E) non-exclusive licenses authorizing use of brand materials, feedback or other Intellectual Property Rights that are incidental to the primary purpose of the Contract; (iii) any third party other than a Service Provider or other vendor has (either solely or jointly with the Company or any of its Subsidiaries) developed any Technology or Intellectual Property Rights for the Company or any of its Subsidiaries that are material to the operation of the business of the Company or any of its Subsidiaries, taken as a whole; or (iv) any settlement, co-existence, or covenant not to sue Contract to which the Company or any of its Subsidiaries is a party that, in each case, materially limits the Company’s rights and ability to exploit the Company Intellectual Property (all such Contracts that are, or are required to be, listed under clauses (i), (ii) or (iii) of this Section 3.16(e), the “IP Contracts”).

IP Contracts. Section 3.16(e3.16(d) of the Company Disclosure Letter sets forth a complete and accurate list of material Contracts in effect as of the date of this Agreement pursuant to which (i) the Company or any of its Subsidiaries has assigned or granted a license, or other right license to a third Person under any material Company Intellectual Property, other than (1) non-disclosure agreements, (2A) Contracts with end users, customers, users and other customers (including resellers, channel partnersdistributors and Channel Partners), or with potential end users and other customers (including potential resellers, distributors and Channel Partners), to the extent granting non-exclusive licenses granted in connection with the evaluation, provision, supportsale, maintenanceresale, license, distribution, support or sale maintenance of any product a Company Product or service of the Company or any of its Subsidiaries in the ordinary course of business; (3) OEM, strategic alliance and similar Contracts entered into in the ordinary course of business to the extent granting non-exclusive licenses; (4B) Contracts with Service Providers consultants, contractors and vendors (including manufacturers, suppliers and contract research organizations) to the extent granting non-exclusive licenses in connection with the counterparty’s provision of products or services to or for the Company or any of its Subsidiaries in the ordinary course of business; (C) other licenses entered in the ordinary course of business; and (5D) any non-disclosure agreements providing for the sharing of and access to confidential information (and the right to use confidential information for the purpose enumerated in the applicable non-disclosure agreement) that do not contain any other grants of licenses or other rights with respect to Intellectual Property; or (ii) a third Person has licensed any Intellectual Property to the Company or any of its Subsidiaries that is material to the operation of the business of the Company and its Subsidiaries taken as a whole, excluding, in each case, any (1) non-exclusive licenses or related services Contracts for commercially available software, technology or Intellectual Property; (2) any licenses to Open Source Software; (3) Contracts with employees or independent contractors for the assignment of, or license to the Company or its Subsidiaries of any Intellectual Property; (4) non-exclusive licenses authorizing limited use of brand materials, feedback, or other Intellectual Property Rights that are incidental to the primary purpose of the Contract; and (ii5) a third Person has granted a license or other right to any Intellectual Property Rights or Technology to the Company or any of its Subsidiaries that are material to the operation of the business of the Company or any of its Subsidiaries, taken as a whole, other than (A) non-disclosure agreements; agreements providing for the sharing of and access to confidential information (B) and the right to use confidential information for the purpose enumerated in the applicable non-exclusive disclosure agreement) that do not contain any other grants of licenses or related services Contracts for commercially available, Technology or Intellectual Property Rights; (C) any licenses other rights with respect to Open Source Software or other data and materials licensed as open-source, public-source or freeware; (D) Contracts with Service Providers for the assignment of, or license to, any Intellectual Property Rights to the Company or any of its Subsidiaries; and (E) non-exclusive licenses authorizing use of brand materials, feedback or other Intellectual Property Rights that are incidental to the primary purpose of the Contract; (iii) any third party other than a Service Provider or other vendor has (either solely or jointly with the Company or any of its Subsidiaries) developed any Technology or Intellectual Property Rights for the Company or any of its Subsidiaries that are material to the operation of the business of the Company or any of its Subsidiaries, taken as a whole; or (iv) any settlement, co-existence, or covenant not to sue Contract to which the Company or any of its Subsidiaries is a party that, in each case, materially limits the Company’s rights and ability to exploit the Company Intellectual Property (all such Contracts that are, or are required to be, listed under clauses (i), ) and (ii) or (iii) of this Section 3.16(e3.16(d), the “IP Contracts”).

IP Contracts. Section 3.16(e3.16(d) of the Company Disclosure Letter sets forth a complete and accurate list of material Contracts in effect as of the date of this Agreement February 4, 2024 pursuant to which (i) the Company or any of its Subsidiaries has assigned or granted a license, license or other right to a third Person under any material Company Intellectual Property, other than any (1A) non-disclosure agreements, ; (2B) Contracts with end users, customers, resellers, channel partners, and distributors to the extent granting non-exclusive licenses granted by the Company to customers in the ordinary course of business or in the ordinary course of business in connection with the provision, support, maintenance, or sale of any Company product or service; (C) non-exclusive licenses granted to service providers in support of services provided to the Company or any of its Subsidiaries; and (D) incidental, non-exclusive Mark licenses that are not material to the business of the Company or any of its Subsidiaries in the ordinary course of business; (3) OEMSubsidiaries, strategic alliance and similar Contracts entered into in the ordinary course of business to the extent granting non-exclusive licenses; (4) Contracts with Service Providers and vendors to the extent granting non-exclusive licenses in connection with the counterparty’s provision of products or services to or for the Company or any of its Subsidiaries in the ordinary course of business; and (5) non-exclusive licenses authorizing use of brand materials, feedback, or other Intellectual Property Rights that are incidental to the primary purpose of the Contracttaken as a whole; (ii) a third Person has licensed or granted a license or any other right to any Intellectual Property Rights or Technology to the Company or any of its Subsidiaries that are is material to the operation of the business of the Company or any of its Subsidiaries, taken as a whole, other than excluding, in each case, any (AV) non-disclosure agreementsagreements and rights to use feedback; (BW) non-exclusive licenses or related services Contracts for commercially available, Technology technology or Intellectual Property Rightsthat is not material to the Company or any of its Subsidiaries; (CX) any licenses to Open Source Software or other data software and materials licensed as open-source, public-source or freeware; (DY) Contracts with Service Providers employees or independent contractors for the assignment of, or license to, any Intellectual Property Rights to the Company or any of its SubsidiariesProperty; and (EZ) non-exclusive licenses authorizing limited use of brand materials, feedback materials or other Intellectual Property Rights that are incidental to the primary purpose of the Contract; or (iii) any third party other than a Service Provider or other vendor has (either solely or jointly with the Company or any of its Subsidiaries) developed any Technology or Intellectual Property Rights for the Company or any of its Subsidiaries that are material to the operation of the business of the Company or any of its Subsidiaries, taken as a whole; or (iv) any settlement, co-existence, or covenant not to sue Contract to which the Company or any of its Subsidiaries is a party that, in each case, that materially limits the Company’s rights and ability to exploit the Company Intellectual Property (all such Contracts that are, or are required to be, listed under clauses (i), (ii) or (iii) of this Section 3.16(e3.16(d), the “IP Contracts”).

IP Contracts. Section 3.16(e3.16(d) of the Company Disclosure Letter sets forth a complete and accurate list of material Contracts in effect as of the date of this Agreement pursuant to which (i) the Company or any of its Subsidiaries has assigned or granted a license, license or other right to a third Person under any material Company Intellectual Property, other than any (1A) non-non- disclosure agreements, and (2B) Contracts with end users, customers, resellers, channel partners, and distributors to the extent granting non-exclusive licenses granted by the Company in the ordinary course of business, including in the ordinary course of business in connection with the provision, support, maintenance, sale, or sale resale of any Company product or service of the Company or any of its Subsidiaries in the ordinary course of business; (3) OEM, strategic alliance and similar Contracts entered into in the ordinary course of business to the extent granting non-exclusive licenses; (4) Contracts with Service Providers and vendors to the extent granting non-exclusive licenses in connection with the counterparty’s provision of products or services to or for the Company or any of its Subsidiaries in the ordinary course of business; and (5) non-exclusive licenses authorizing use of brand materials, feedback, or other Intellectual Property Rights that are incidental to the primary purpose of the Contractservice; (ii) a third Person has licensed or granted a license or any other right to any Intellectual Property Rights or Technology to the Company or any of its Subsidiaries that are is material to the operation of the business of the Company or any of its Subsidiaries, taken as a whole, other than excluding, in each case, any (A) non-disclosure agreements; (B) non-exclusive licenses or related services Contracts for commercially available, Technology software, technology, materials, equipment, or Intellectual Property Rightsthat is not material to the Company or any of its Subsidiaries taken as a whole; (C) any licenses to Open Source Software or other data software and materials licensed as open-source, public-source or freeware; (D) Contracts with Service Providers employees or independent contractors for the assignment of, or license to, any Intellectual Property Rights to the Company or any of its SubsidiariesProperty; and (E) non-exclusive licenses authorizing limited use of brand materials, feedback materials or other Intellectual Property Rights that are incidental to the primary purpose of the Contract; or (iii) any third party other than a Service Provider or other vendor has (either solely or jointly with the Company or any of its Subsidiaries) developed any Technology or Intellectual Property Rights for the Company or any of its Subsidiaries that are material to the operation of the business of the Company or any of its Subsidiaries, taken as a whole; or (iv) any settlement, Mark co-existence, or covenant not to sue Contract to which the Company or any of its Subsidiaries is a party that, in each case, that materially limits the Company’s rights and ability to exploit the Company Intellectual Property (all such Contracts that are, or are required to be, listed under clauses (i), (ii) or (iii) of this Section 3.16(e3.16(d), the “IP Contracts”).

IP Contracts. Section 3.16(e3.16(d) of the Company Disclosure Letter sets forth a complete and accurate list of Contracts in effect as of the date of this Agreement pursuant to which (i) the Company or any of its Subsidiaries has assigned or granted a license, license or other right to a third Person under any material Company Intellectual Property, other than excluding, in each case, any (1A) non-disclosure agreements, agreements and rights to use feedback; (2B) Contracts with end users, customers, resellers, channel partners, and distributors to the extent granting non-exclusive licenses granted by the Company to customers and distributors in the ordinary course of business or in the ordinary course of business to Service Providers in connection with the provision, support, maintenance, development or sale of any Company product or service of the Company or any of its Subsidiaries in the ordinary course of business; (3) OEM, strategic alliance and similar Contracts entered into in the ordinary course of business to the extent granting non-exclusive licenses; (4) Contracts with Service Providers and vendors to the extent granting non-exclusive licenses in connection with the counterparty’s provision of products or services to or for the Company or any of its Subsidiaries in the ordinary course of businessservice; and (5C) non-exclusive licenses authorizing limited use of brand materials, feedback, materials or other Intellectual Property Rights that are incidental to the primary purpose of the Contract; (ii) a third Person has licensed or granted a license or any other right to any Intellectual Property Rights or Technology to the Company or any of its Subsidiaries to any Patent or other Intellectual Property Rights that are is material to the operation of the business of the Company or any of its Subsidiaries, taken as a whole, other than excluding, in each case, any (A) non-disclosure agreementsagreements and rights to use feedback; (B) non-exclusive licenses or related services Contracts for commercially available, Technology available technology or Intellectual Property Rightssoftware that are not material to the Company or any of its Subsidiaries; (C) any licenses to Open Source Software or other data software and materials licensed as open-source, public-source or freeware; (D) Contracts with Service Providers for the assignment of, or license to, any Intellectual Property Rights to the Company or any of its SubsidiariesRights; and (E) non-exclusive licenses authorizing limited use of brand materials, feedback materials or other Intellectual Property Rights that are incidental to the primary purpose of the Contract; or (iii) any third party other than a Service Provider or other vendor has (either solely or jointly with the Company or any of its Subsidiaries) developed any Technology or Intellectual Property Rights for the Company or any of its Subsidiaries that are material to the operation of the business of the Company or any of its Subsidiaries, taken as a whole; or (iv) any settlement, co-existence, or covenant not to sue Contract to which the Company or any of its Subsidiaries is a party that, in each case, that materially limits the Company’s rights and ability to exploit the Company Intellectual Property (all such Contracts that are, or are required to be, listed under clauses (i), (ii) or (iii) of this Section 3.16(e3.16(d), the “IP Contracts”).

IP Contracts. Section 3.16(e3.16(d) of the Company Disclosure Letter sets forth a complete and accurate list of material Contracts in effect as of the date of this Agreement pursuant to which (i) the Company or any of its Subsidiaries has assigned or granted a license, license or other right to a third Person under any material Company Intellectual Property, other than any (1A) non-disclosure agreements, ; (2B) Contracts with end users, customers, resellers, channel partners, and distributors to the extent granting non-exclusive licenses granted by the Company to customers in the ordinary course of business or in the ordinary course of business in connection with the provision, support, maintenance, or sale of any Company product or service; (C) non-exclusive licenses granted to service providers in support of services provided to the Company or any of its Subsidiaries; and (D) incidental, non-exclusive Mark licenses that are not material to the business of the Company or any of its Subsidiaries in the ordinary course of business; (3) OEMSubsidiaries, strategic alliance and similar Contracts entered into in the ordinary course of business to the extent granting non-exclusive licenses; (4) Contracts with Service Providers and vendors to the extent granting non-exclusive licenses in connection with the counterparty’s provision of products or services to or for the Company or any of its Subsidiaries in the ordinary course of business; and (5) non-exclusive licenses authorizing use of brand materials, feedback, or other Intellectual Property Rights that are incidental to the primary purpose of the Contracttaken as a whole; (ii) a third Person has licensed or granted a license or any other right to any Intellectual Property Rights or Technology to the Company or any of its Subsidiaries that are is material to the operation of the business of the Company or any of its Subsidiaries, taken as a whole, other than excluding, in each case, any (AV) non-disclosure agreementsagreements and rights to use feedback; (BW) non-exclusive licenses or related services Contracts for commercially available, Technology technology or Intellectual Property Rightsthat is not material to the Company or any of its Subsidiaries; (CX) any licenses to Open Source Software or other data software and materials licensed as open-source, public-source or freeware; (DY) Contracts with Service Providers employees or independent contractors for the assignment of, or license to, any Intellectual Property Rights to the Company or any of its SubsidiariesProperty; and (EZ) non-exclusive licenses authorizing limited use of brand materials, feedback materials or other Intellectual Property Rights that are incidental to the primary purpose of the Contract; or (iii) any third party other than a Service Provider or other vendor has (either solely or jointly with the Company or any of its Subsidiaries) developed any Technology or Intellectual Property Rights for the Company or any of its Subsidiaries that are material to the operation of the business of the Company or any of its Subsidiaries, taken as a whole; or (iv) any settlement, co-existence, or covenant not to sue Contract to which the Company or any of its Subsidiaries is a party that, in each case, that materially limits the Company’s rights and ability to exploit the Company Intellectual Property (all such Contracts that are, or are required to be, listed under clauses (i), (ii) or (iii) of this Section 3.16(e3.16(d), the “IP Contracts”).