Example ContractsClausesExceptions to Assignment of Intellectual Property
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Intellectual Property. The material Contributed Entity Intellectual Property is listed on [Section 3.21] of the Crestwood Disclosure Schedule. Except as would not be material to the Contributed Entities, taken as a whole, # each of the Contributed Entities owns and possesses, free and clear of all Encumbrances (other than Permitted Encumbrances), good title to or is licensed or otherwise has the right to use all material Intellectual Property currently used in their respective businesses, # since October 7, 2013, none of the Contributed Entities has infringed on the Intellectual Property Rights of any other Person, # since October 7, 2013, to Crestwood’s Knowledge, no Person has infringed on the Intellectual Property Rights of any Contributed Entity and # no Actions are pending or, to Crestwood’s Knowledge, threatened in writing against any Contributed Entity # with respect to the ownership, use or validity of any Contributed Entity Intellectual Property or # involving a claim of infringement of any Intellectual Property Rights of any third party.

Intellectual Property. Set forth on [Schedule 5.21(b)], as of the Effective Date and as of the last date such Schedule was required to be updated in accordance with [Section 6.02], is a list of all registered or issued Intellectual Property (including all applications for registration and issuance) owned by each of the Loan Parties or that each of the Loan Parties has the right to (including the name/title, current owner, registration or application number, and registration or application date and such other information as reasonably requested by the [[Administrative Agent:Organization]]).

For the purposes of this clause:

Executive hereby assigns to Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: # were developed, invented, or conceived within the scope of Executive’s employment with ; # relate to ’s actual or demonstrably anticipated research or development; or # result from any work performed by Executive on ’s behalf. Executive shall disclose any Developments to ’s management within 30 days following Executive’s development, making or conception thereof.

Assignment of Intellectual Property Rights. In consideration of my employment and/or continued employment, I agree to be bound by this Section 3.

Executive hereby assigns to Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the

Intellectual Property Recordations. To the extent the actions set forth on Exhibit G are not completed prior to the Closing, the Seller shall continue to use ​ efforts to take the actions set forth on Exhibit G for up to ​ after the Closing Date. At the Seller’s request, the Purchaser agrees to reasonably cooperate with the Seller in carrying out such actions.

Intellectual Property Rights. The Executive acknowledges and agrees that all inventions, technology, processes, innovations, ideas, improvements, developments, methods, designs, analyses, trademarks, service marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reports and all similar, related, or derivative information or works (whether or not patentable or subject to copyright), including but not limited to all resulting patent applications, issued patents, copyrights, copyright applications and registrations, and trademark applications and registrations in and to any of the foregoing, along with the right to practice, employ, exploit, use, develop, reproduce, copy, distribute copies, publish, license, or create works derivative of any of the foregoing, and the right to choose not to do or permit any of the aforementioned actions, which relate to or Affiliates’ actual or anticipated Business, research and development or existing or future products or services and which are conceived, developed or made by the Executive while employed by or an Affiliate (collectively, the “Work Product”) belong to . The Executive further acknowledges and agrees that to the extent relevant, this Agreement constitutes a “work for hire agreement” under the Copyright Act, and that any copyrightable work (“Creation”) constitutes a “work made for hire” under the Copyright Act such that is the copyright owner of the Creation. To the extent that any portion of the Creation is held not to be a “work made for hire” under the Copyright Act, the Executive hereby irrevocably assigns to all right, title and interest in such Creation. All other rights to any new Work Product and all rights to any existing Work Product are also hereby irrevocably conveyed, assigned and transferred to pursuant to this Agreement. The Executive will promptly disclose and deliver such Work Product to and, at ’s expense, perform all actions reasonably requested by (whether during or after the Employment Period) to establish, confirm and protect such ownership (including, without limitation, the execution of assignments, copyright registrations, consents, licenses, powers of attorney and other instruments). All Work Product made within six months after termination of the Executive’s employment with will be presumed to have been conceived during the Executive’s employment with , unless the Executive can prove conclusively that it was created after such termination.

Each of the Loan Parties and each of the Subsidiaries owns or has the right to use all of the Intellectual Property, permits, domain names, trade dress, licenses, inventions, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases), formulas, and other intellectual property rights (collectively, "IP Rights"), that are used or held for use in or otherwise required to operate their respective businesses, without any known conflict with the rights of others which, or the failure to own or have which, as the case may be, could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.

All Intellectual Property Agreements have been disclosed and are valid and binding; none has been the subject of any breach or default by any party thereto or of any event which with notice or lapse of time or both would constitute a default; nor are there any disputes, claims or proceedings arising out of or relating to the Intellectual Property Agreements. The Company has not authorised or otherwise permitted, expressly or by implication, any use whatsoever of the Intellectual Property owned, used or otherwise exploited by the Company save insofar as any such authority is contained in the appropriate Intellectual Property Agreements. The Company does not use or otherwise exploit any Intellectual Property belonging to a third party save insofar as it is licensed to do so in the appropriate Intellectual Property Agreements. All such agreements have been duly recorded or registered with the proper authorities whenever a requirement to do so exists.

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