Vortex Technology definition
Examples of Vortex Technology in a sentence
Until the Closing Time, Tri-Link shall retain exclusive ownership of all right, title and interest, including all Intellectual Property Rights, in and to the Vortex Technology and the Vortex Technology Assets and Teltronics shall not, prior to the Closing Time, acquire any Rights in or to the Vortex Technology and/or the Vortex Technology Assets.
All of Tri-Link's rights in, under and to the Existing Vortex Technology are and all of the Intellectual Property licensed, used or exploited by Tri-Link in connection with the Existing Vortex Technology is valid and subsisting and in full force and effect, and no such rights have been and no such Intellectual Property has been cancelled, expired or abandoned.
Teltronics desires to purchase from Tri-Link, on the terms and conditions herein specified, all of Tri-Link's right, title and interest in, under and to (a) the Existing Vortex Technology, (b) the Developed Vortex Technology (as defined herein) (to the extent that it is not already owned by Teltronics), and (c) all tangible and intangible assets associated with the Existing Vortex Technology and the Developed Vortex Technology (the "Vortex Technology Assets").
The Existing Vortex Technology does not infringe, misappropriate, dilute or violate the Intellectual Property rights of any third party and, to the best of Tri-Link's knowledge, no third party is infringing, misappropriating, diluting or violating the Existing Vortex Technology.
The Vortex Technology Assets are set forth on Exhibit D attached hereto.
Upon the purchase of the Purchased Assets by Teltronics pursuant to Section 4.01 hereof, Teltronics will acquire the sole and exclusive ownership of all Intellectual Property comprised of the Vortex Technology including all rights to perfect such ownership through the application for patent protection, free of claims or opposition from any person who now owns or may acquire any of the other assets or properties of Tri-Link.
Tri-Link has developed and is the sole and exclusive owner of, inter alia, certain proprietary technology that enables telephony to be implemented over a standard Ethernet local area network (the "Existing Vortex Technology").
The Developed Vortex Technology takes the Existing Vortex Technology, enhances the current feature set, and adds PSTN, WAN and BRI Gateways in order to bring the Vortex Technology on par with Teltronics' competition.
For purposes of this Agreement "Net Revenue" means monies actually received by Teltronics in connection with the sale, licensing, distribution or other exploitation of the Vortex Technology (as delineated in Sections 4.07 (a) and (b) above), but shall exclude sales and use taxes, returns, refunds, rebates, and separately stated shipping and handling costs or separately stated maintenance, support, and engineering fees.
Except as specifically set forth in the applicable license agreements, and notwithstanding the foregoing, (i) Purchase Pro will not have any rights to sublicense any of the AOL Technology, AOL Private Marketplace Technology, iPlanet Vortex Technology and (ii) AOL will not have any rights to sublicense any Purchase Pro Private Marketplace Technology.