Guidance notes An express provision along these lines is not always included but Service Providers often request it and it is appropriate to include it. This clause avoids the need to say “the Purchaser does not have rights in this or that” – the default position is no rights unless expressly given. Specially Created Intellectual Property Rights Subject to clause 35, all Intellectual Property Rights in: the Documentation, Source Code and the Object Code of the Specially Written Software; all build instructions, test instructions, test scripts, test data, operating instructions and other documents and tools necessary for maintaining and supporting the Specially Written Software; the Project Specific IPRs; and any other Deliverables and any reports, guidance, specification, instructions, toolkits, plans, data, drawings, databases, patents, patterns, models, designs or other material where such Intellectual Property Rights are prepared by or for the Service Provider on behalf of the Purchaser for use, or intended use, in relation to the performance by the Service Provider of its obligations under this Contract, shall belong to the [Service Provider/Purchaser- Need to adjust as appropriate]. Guidance notes: This clause provides for who is to own the specially created intellectual property rights. The clause should be amended to make it clear whether they are owned by the Service Provider or by the Purchaser. If they are to be owned by the Service Provider then the Purchaser will require appropriate licences to use the rights. This is provided as an option in clause 37.1 (Licences of Intellectual Property Rights). If they are to be owned by the Purchaser then the Service Provider will require a right to use them in order to perform the Services. This is provided as an option in clause 37.5 (Licences of Intellectual Property Rights). Licences of Intellectual Property Rights The Service Provider grants to the Purchaser a royalty-free, irrevocable and non-exclusive licence (with a right to sub-licence) to use any Intellectual Property Rights owned or developed prior to the Commencement Date (including Service Provider Software) for the purposes of delivery of the Services by or for the Service Provider and which the Purchaser reasonably requires in order to enjoy the benefit of the Services including the right to load, execute, store, transmit, display and copy (for the purposes of archiving, backing-up, loading, execution, storage, transmission or display). [The Service Provider grants to the Purchaser a royalty-free, perpetual, irrevocable and non-exclusive licence (with a right to sub-licence) to use any Intellectual Property Rights created under clause 36. Delete if the Purchaser will own the specially created intellectual property rights] The Service Provider must ensure that the third party owner of any Intellectual Property Rights (including Third Party Software) that are or which may be used to perform this Contract grants to the Purchaser a royalty-free, irrevocable and non-exclusive licence (with a right to sub-licence) or, if itself a licensee of those rights, grants to the Purchaser an authorised and equivalently wide sub-licence, to use, reproduce, modify, develop and maintain such Intellectual Property Rights. Such licence or sub-licence must be non-exclusive, perpetual, royalty free and irrevocable. All Software licensed to the Purchaser pursuant to this Contract is set out in (Software Licences).
Seller Notes means the series of unsecured, subordinated promissory notes in the initial aggregate principal amount of $100 million issued to Globetrotter Co-Investment B LP and to the selling equity holders of Lakeland Holdings, LLC (including the intragroup back-to-back notes issued by certain Debtors to other Debtors related thereto) and the guarantees provided by Lakeland Seller Finance, LLC in respect thereof, in connection with that certain Sale and Merger Agreement dated as of November 8, 2017, by and among WS Holdings Acquisition, Inc., as Purchaser, WS Holdings, Inc. as Blocker Corp., Lakeland Holdings, LLC as the Company, Lakeland Merger Sub II, LLC as Merger Sub, Globetrotter Co-Investment B LP as Blocker Seller and, solely in its capacity as Representative in accordance with the terms of the Sale and Merger Agreement, Metalmark Management II LLC.
