IP Contracts. Section 3.16(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 granted a license or other right to a third Person under any material Company Intellectual Property, other than any non-disclosure agreements, 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, development or sale of any Company product or service; (ii) a third Person has licensed or granted any other right to any Intellectual Property to the Company or any of its Subsidiaries that is material to the operation of the business of the Company or any of its Subsidiaries, taken as a whole, excluding, in each case, any (A) non-disclosure agreements and rights to use feedback; (B) non-exclusive licenses or related services Contracts for commercially available, technology or Intellectual Property that is not material to the Company or any of its Subsidiaries; (C) any licenses to software and materials licensed as open-source, public-source or freeware; (D) Contracts with employees or independent contractors for the assignment of, or license to, any Intellectual Property and (E) non-exclusive licenses authorizing limited use of brand materials or other Intellectual Property that are incidental to the primary purpose of the Contract; or (iii) or any material settlement, co-existence, or covenant not to ▇▇▇ Contract to which the Company or any of its Subsidiaries is a party 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(d), the “IP Contracts”).
Appears in 1 contract
Sources: Merger Agreement (Medallia, Inc.)
IP Contracts. Section 3.16(d3.7(f) of the Company Disclosure Letter sets forth a true, correct and complete and accurate list of material Contracts in effect as of the date of this Agreement Date pursuant to which (i) the Company or any of its Subsidiaries Acquired Entity has granted a license or other right to a third Person under any (x) Patent or (y) other material Company Intellectual PropertyProperty Rights, other than any (1) non-disclosure agreements, agreements entered in the ordinary course of business consistent with past practices; and (2) non-exclusive licenses granted by the Company (x) to customers its Customers, suppliers and vendors in connection with the design, manufacture, reproduction, marketing, sale, licensing, importation, distribution, provision or use of the Company Products or the products or services of such vendors or suppliers, in each case in the ordinary course of business consistent with past practices; or (y) otherwise in the ordinary course of business in connection consistent with past practices as would not be material to the provisionAcquired Entities, support, maintenance, development taken as a whole; or sale of any Company product or service; (ii) a third Person has licensed or granted to any other right to Acquired Entity any Intellectual Property to the Company or any of its Subsidiaries Rights that is are material to the operation of the business of the Company or any of its Subsidiaries, taken as a whole, excluding, in each case, excluding any (A) non-disclosure agreements and rights to use feedbackentered in the ordinary course of business consistent with past practices; (B) non-exclusive licenses or related services Contracts for commercially availableavailable software, technology or Intellectual Property Rights that is are not material to redistributed with, bundled with, or integrated into the Company or any of its SubsidiariesProducts; (C) any licenses to software Open Source Materials; and materials licensed as open-source, public-source or freeware; (D) Contracts with employees or independent contractors for the assignment of, or license to, any Intellectual Property and (E) non-exclusive licenses authorizing limited use Rights, in each case entered into in the ordinary course of brand materials or other Intellectual Property that are incidental to the primary purpose of the Contract; or (iii) or any material settlement, co-existence, or covenant not to ▇▇▇ Contract to which the Company or any of its Subsidiaries is a party that materially limits the Company’s rights and ability to exploit the Company Intellectual Property business consistent with past practices (all such Contracts that are, or are required to be, listed on Section 3.7(f) of the Company Disclosure Letter under clauses (i), ) and (ii), or (iii) of this Section 3.16(d3.7(f), the “IP Contracts”).
Appears in 1 contract
Sources: Merger Agreement (Echelon Corp)
IP Contracts. Section 3.16(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 granted a license or other right to a third Person under any material Company Intellectual Property, other than any non-disclosure agreements, 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, development or sale of any Company product or service; (ii) a third Person has licensed or granted any other right to any Intellectual Property to the Company or any of its Subsidiaries that is material to the operation of the business of the Company or any of its Subsidiaries, taken as a whole, excluding, in each case, any (A) non-disclosure agreements and rights to use feedback; (B) non-exclusive licenses or related services Contracts for commercially available, technology or Intellectual Property that is not material to the Company or any of its Subsidiaries; (C) any licenses to software and materials licensed as open-source, public-source or freeware; (D) Contracts with employees or independent contractors for the assignment of, or license to, any Intellectual Property Property; and (E) non-exclusive licenses authorizing limited use of brand materials or other Intellectual Property that are incidental to the primary purpose of the Contract; or (iii) or any material settlement, co-existence, or covenant not to ▇▇▇ sue Contract to which the Company or any of its Subsidiaries is a party 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(d), the “IP Contracts”).
Appears in 1 contract
Sources: Merger Agreement (ForgeRock, Inc.)