Service Mark Assignment Uses in Definitions Clause

Definitions from Intellectual Property Transfer Agreement

INTELLECTUAL PROPERTY TRANSFER AGREEMENT (the Agreement), dated as of September 29, 2014 between Automatic Data Processing, Inc., a Delaware corporation (ADP), and CDK Global Holdings, LLC, a Delaware limited liability company (each, a Party and collectively, the Parties).

Definitions. As used in the Agreement, the following terms shall have the meanings set forth below: Action means any claim, demand, action, cause of action, suit, countersuit, arbitration, litigation, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal or authority. ADP Business means all businesses and operations of the ADP Group, other than the Dealer Business. ADP Group means ADP and each Person that will be a direct or indirect Subsidiary of ADP immediately after the Distribution and each Person that is or becomes a member of the ADP Group after the Distribution, including any Person that is or was merged into ADP or any such direct or indirect Subsidiary, and each other Person that would have been included in the ADP Group in connection with the Restructuring but for the delayed transfers required by Section 2.3(b) of the Separation Agreement. ADP Patents means (i) all Patents owned by any member or members of the ADP Group as of the Effective Time after the execution of the Separation Agreement, the Assignment Agreements and this Agreement, and (ii) all Patents invented or acquired by any member of the ADP Group during the period starting on the Effective Time and ending on the second anniversary of the Effective Time. Affiliate means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided, however, that for purposes of this Agreement, no member of either Group shall be deemed to be an Affiliate of any member of the other Group. As used herein, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise. Assignment Agreements means the Copyright Assignment, the Internet Asset Assignment, the Patent Assignment and the Service Mark Assignment (organization) values">Trademark and Service Mark Assignment. Business Day(s) means any day other than a Saturday, Sunday or national holiday. Copyright Assignment means that certain Copyright Assignment contemporaneously executed by ADP and Dealer in the form attached hereto as Exhibit B. Dealer means, prior to the LLC Conversion, CDK Global Holdings, LLC, a Delaware limited liability company whose sole member is ADP and, immediately after the LLC Conversion, CDK Global, Inc., a Delaware corporation whose sole stockholder is ADP. Dealer Business means the business and operations conducted by the Dealer Group from time to time, whether prior to, at or after the Effective Time, including, without duplication, (i) the Dealer Services Business (as defined in the Separation Agreement) conducted by ADP prior to the Restructuring (including with respect to any terminated, divested or discontinued business or operations of the Dealer Group), (ii) the Dealer Services Business conducted by ADP prior to any previous internal restructurings of ADP relating to the Dealer Services Business and (iii) the business and operations conducted by the Dealer Group, as more fully described in the Information Statement (as defined in the Separation Agreement). Dealer Group means Dealer and each Person that will be a direct or indirect Subsidiary of Dealer immediately prior to the Distribution (but after giving effect to the Restructuring) and each Person that is or becomes a member of the Dealer Group after the Distribution, including any Person that is or was merged into Dealer or any such direct or indirect Subsidiary, and each other Person that would have been included in the Dealer Group in connection with the Restructuring but for the delayed transfers required by Section 2.3(b) of the Separation Agreement. Dealer Patents means (i) all Patents owned by any member or members of the Dealer Group as of the Effective Time after the execution of the Separation Agreement, the Assignment Agreements and this Agreement, and (ii) all Patents invented or acquired by any member of the Dealer Group during the period starting on the Effective Time and ending on the second anniversary of the Effective Time. Distribution means the distribution on a pro rata basis of a dividend of the Dealer common stock to ADPs stockholders as contemplated by the Separation Agreement. Distribution Date means the date on which the Distribution shall be effected, such date to be determined by, or under the authority of, the Board of Directors of ADP in its sole and absolute discretion. Effective Time means the time at which the Distribution occurs on the Distribution Date. Governmental Authority means any federal, state, local, foreign or international court, government, department, commission, board, bureau or agency, or any other regulatory, self-regulatory, administrative or governmental organization or authority, including the NASDAQ Global Select Market. Group means the ADP Gr

Definitions from Intellectual Property Transfer Agreement

INTELLECTUAL PROPERTY TRANSFER AGREEMENT (the Agreement), dated as of [], 2014 between Automatic Data Processing, Inc., a Delaware corporation (ADP), and CDK Global Holdings, LLC, a Delaware [limited liability company] (each, a Party and collectively, the Parties).

Definitions. As used in the Agreement, the following terms shall have the meanings set forth below: Action means any claim, demand, action, cause of action, suit, countersuit, arbitration, litigation, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal or authority. ADP Business means all businesses and operations of the ADP Group, other than the Dealer Business. ADP Group means ADP and each Person that will be a direct or indirect Subsidiary of ADP immediately after the Distribution and each Person that is or becomes a member of the ADP Group after the Distribution, including any Person that is or was merged into ADP or any such direct or indirect Subsidiary, and each other Person that would have been included in the ADP Group in connection with the Restructuring but for the delayed transfers required by Section 2.3(b) of the Separation Agreement. ADP Patents means (i) all Patents owned by any member or members of the ADP Group as of the Effective Time after the execution of the Separation Agreement, the Assignment Agreements and this Agreement, and (ii) all Patents invented or acquired by any member of the ADP Group during the period starting on the Effective Time and ending on the second anniversary of the Effective Time. Affiliate means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided, however, that for purposes of this Agreement, no member of either Group shall be deemed to be an Affiliate of any member of the other Group. As used herein, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise. Assignment Agreements means the Copyright Assignment, the Internet Asset Assignment, the Patent Assignment and the Service Mark Assignment (organization) values">Trademark and Service Mark Assignment. Business Day(s) means any day other than a Saturday, Sunday or national holiday. Copyright Assignment means that certain Copyright Assignment contemporaneously executed by ADP and Dealer in the form attached hereto as Exhibit B. Dealer means, prior to the LLC Conversion, CDK Global Holdings, LLC, a Delaware limited liability company whose sole member is ADP and, immediately after the LLC Conversion, CDK Global, Inc., a Delaware corporation whose sole stockholder is ADP. Dealer Business means the business and operations conducted by the Dealer Group from time to time, whether prior to, at or after the Effective Time, including, without duplication, (i) the Dealer Services Business (as defined in the Separation Agreement) conducted by ADP prior to the Restructuring (including with respect to any terminated, divested or discontinued business or operations of the Dealer Group), (ii) the Dealer Services Business conducted by ADP prior to any previous internal restructurings of ADP relating to the Dealer Services Business and (iii) the business and operations conducted by the Dealer Group, as more fully described in the Information Statement (as defined in the Separation Agreement). Dealer Group means Dealer and each Person that will be a direct or indirect Subsidiary of Dealer immediately prior to the Distribution (but after giving effect to the Restructuring) and each Person that is or becomes a member of the Dealer Group after the Distribution, including any Person that is or was merged into Dealer or any such direct or indirect Subsidiary, and each other Person that would have been included in the Dealer Group in connection with the Restructuring but for the delayed transfers required by Section 2.3(b) of the Separation Agreement. Dealer Patents means (i) all Patents owned by any member or members of the Dealer Group as of the Effective Time after the execution of the Separation Agreement, the Assignment Agreements and this Agreement, and (ii) all Patents invented or acquired by any member of the Dealer Group during the period starting on the Effective Time and ending on the second anniversary of the Effective Time. Distribution means the distribution on a pro rata basis of a dividend of the Dealer common stock to ADPs stockholders as contemplated by the Separation Agreement. Distribution Date means the date on which the Distribution shall be effected, such date to be determined by, or under the authority of, the Board of Directors of ADP in its sole and absolute discretion. Effective Time means the time at which the Distribution occurs on the Distribution Date. Governmental Authority means any federal, state, local, foreign or international court, government, department, commission, board, bureau or agency, or any other regulatory, self-regulatory, administrative or governmental organization or authority, including the NASDAQ Global Select Market. Group means the ADP Gr

Definitions from Intellectual Property Transfer Agreement

This Intellectual Property Transfer Agreement (the Agreement), dated as of March 29, 2007 is between Automatic Data Processing, Inc., a Delaware corporation (ADP), and Broadridge Financial Solutions, Inc., a Delaware corporation (each, a Party and collectively, the Parties).

Definitions. As used in the Agreement, the following terms shall have the meanings set forth below: Action means any claim, demand, action, cause of action, suit, countersuit, arbitration, litigation, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal or authority. ADP Business means all businesses and operations of the ADP Group, other than the Broadridge Business. ADP Group means ADP and each of its Affiliates and Subsidiaries, and any corporation or other entity that may become part of such Group from time to time, other than the Broadridge Group. Affiliate means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided, however, that for purposes of this Agreement, no member of either Group shall be deemed to be an Affiliate of any member of the other Group. As used herein, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise. Assignment Agreements means the Copyright Assignment, the Internet Asset Assignment, the Patent Assignment and the Service Mark Assignment (organization) values">Trademark and Service Mark Assignment. Broadridge means Broadridge Financial Solutions, LLC, a Delaware limited liability company, prior to its conversion into a Delaware corporation as contemplated by the Separation and Distribution Agreement (the LLC Conversion) and, immediately after the LLC Conversion, Broadridge Financial Solutions, Inc., a Delaware corporation. Broadridge Business means the business and operations conducted by the Broadridge Group from time to time, whether prior to, at or after the Effective Time, including, without duplication, (i) the Brokerage Services and Securities Clearing and Outsourcing Services Business conducted by ADP prior to the restructuring as contemplated by the Separation and Distribution Agreement and (ii) the business and operations conducted by the Broadridge Group. Broadridge Group means Broadridge and each of its Subsidiaries and Affiliates and any corporation or other entity that may become part of such Group from time to time. Brokerage Services and Securities Clearing and Outsourcing Services Business means all of the ADP Brokerage Services and Securities Clearing and Outsourcing Services business and operations, as more fully described in ADPs Form 10-K for the fiscal year ended June 30, 2006. Copyright Assignment means that certain Copyright Assignment contemporaneously executed by ADP and Broadridge in the form attached hereto as Exhibit B. Distribution means the distribution on a pro rata basis of a dividend of the Broadridge common stock to ADPs stockholders as contemplated by the Separation and Distribution Agreement. Distribution Date means the date on which the Distribution shall be effected, such date to be determined by, or under the authority of, the Board of Directors of ADP in its sole and absolute discretion. Internet Asset Assignment means that certain Internet Asset Assignment contemporaneously executed by ADP and Broadridge in the form attached hereto as Exhibit C. Effective Time means the time at which the Distribution occurs on the Distribution Date. Governmental Authority means any federal, state, local, foreign or international court, government, department, commission, board, bureau or agency, or any other regulatory, self-regulatory, administrative or governmental organization or authority, including the New York Stock Exchange, Inc. Group means the ADP Group and/or the Broadridge Group, as the context requires. Intellectual Property means all intellectual property and other similar proprietary rights in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including such rights in and to: (i) trademarks, trade dress, service marks, certification marks, logos, and trade names, and the goodwill associated with the foregoing (collectively, Trademarks); (ii) patents and patent applications, and any and all divisions, continuations, continuations-in-part, reissues, continuing patent applications, reexaminations, and extensions thereof, any counterparts claiming priority therefrom, utility models, patents of importation/confirmation, certificates of invention, certificates of registration, design registrations or patents and like rights (collectively, Patents); inventions, invention disclosures, discoveries and improvements, whether or not patentable; (iii) writings and other works of authorship (Copyrights); (iv) trade secrets (including, those trade secrets defined in the Uniform Trade Secrets Act and under corresponding foreign statutory Law and common law), Information, business, technical and know-how information, business processes, non-public information, propriet

Definitions from Intellectual Property Transfer Agreement

This Intellectual Property Transfer Agreement (the Agreement), dated as of __________, 2007 is between Automatic Data Processing, Inc., a Delaware corporation (ADP), and Broadridge Financial Solutions, Inc., a Delaware corporation (each, a Party and collectively, the Parties).

Definitions. As used in the Agreement, the following terms shall have the meanings set forth below: Action means any claim, demand, action, cause of action, suit, countersuit, arbitration, litigation, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal or authority. ADP Business means all businesses and operations of the ADP Group, other than the Broadridge Business. ADP Group means ADP and each of its Affiliates and Subsidiaries, and any corporation or other entity that may become part of such Group from time to time, other than the Broadridge Group. Affiliate means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided, however, that for purposes of this Agreement, no member of either Group shall be deemed to be an Affiliate of any member of the other Group. As used herein, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise. Assignment Agreements means the Copyright Assignment, the Domain Name Assignment, the Patent Assignment and the Service Mark Assignment (organization) values">Trademark and Service Mark Assignment. Broadridge means Broadridge Financial Solutions, LLC, a Delaware limited liability company, prior to its conversion into a Delaware corporation as contemplated by the Separation and Distribution Agreement (the LLC Conversion) and, immediately after the LLC Conversion, Broadridge Financial Solutions, Inc., a Delaware corporation. Broadridge Business means the business and operations conducted by the Broadridge Group from time to time, whether prior to, at or after the Effective Time, including, without duplication, (i) the Brokerage Services and Securities Clearing and Outsourcing Services Business conducted by ADP prior to the restructuring as contemplated by the Separation and Distribution Agreement and (ii) the business and operations conducted by the Broadridge Group. Broadridge Group means Broadridge and each of its Subsidiaries and Affiliates and any corporation or other entity that may become part of such Group from time to time. Brokerage Services and Securities Clearing and Outsourcing Services Business means all of the ADP Brokerage Services and Securities Clearing and Outsourcing Services business and operations, as more fully described in ADPs Form 10-K for the fiscal year ended June 30, 2006. Copyright Assignment means that certain Copyright Assignment contemporaneously executed by ADP and Broadridge in the form attached hereto as Exhibit B. Distribution means the distribution on a pro rata basis of a dividend of the Broadridge common stock to ADPs stockholders as contemplated by the Separation and Distribution Agreement. Distribution Date means the date on which the Distribution shall be effected, such date to be determined by, or under the authority of, the Board of Directors of ADP in its sole and absolute discretion. Domain Name Assignment means that certain Domain Name Assignment contemporaneously executed by ADP and Broadridge in the form attached hereto as Exhibit C. Effective Time means the time at which the Distribution occurs on the Distribution Date. Governmental Authority means any federal, state, local, foreign or international court, government, department, commission, board, bureau or agency, or any other regulatory, self-regulatory, administrative or governmental organization or authority, including the New York Stock Exchange, Inc. Group means the ADP Group and/or the Broadridge Group, as the context requires. Intellectual Property means all intellectual property and other similar proprietary rights in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including such rights in and to: (i) trademarks, trade dress, service marks, certification marks, logos, and trade names, and the goodwill associated with the foregoing (collectively, Trademarks); (ii) patents and patent applications, and any and all divisions, continuations, continuations-in-part, reissues, continuing patent applications, reexaminations, and extensions thereof, any counterparts claiming priority therefrom, utility models, patents of importation/confirmation, certificates of invention, certificates of registration, design registrations or patents and like rights (collectively, Patents); inventions, invention disclosures, discoveries and improvements, whether or not patentable; (iii) writings and other works of authorship (Copyrights); (iv) trade secrets (including, those trade secrets defined in the Uniform Trade Secrets Act and under corresponding foreign statutory Law and common law), Information, business, technical and know-how information, business processes, non-public information, proprietary infor