BROKER OR OTHER SIMILAR INTERMEDIARY TO ACT DIRECTLY OR INDIRECTLY ON ITS
BEHALF IN CONNECTION WITH THE TRANSACTIONS.
3.15
INTELLECTUAL PROPERTY.
(A)
FOR PURPOSES OF THIS AGREEMENT, THE FOLLOWING TERMS HAVE THE
FOLLOWING DEFINITIONS:
(I)
"INTELLECTUAL PROPERTY" MEANS ANY OR ALL OF THE FOLLOWING AND ALL
RIGHTS IN, ARISING OUT OF OR ASSOCIATED THEREWITH: (A) ALL COPYRIGHTS, COPYRIGHT
REGISTRATIONS AND APPLICATIONS THEREFOR, RIGHTS IN WORKS OF AUTHORSHIP AND ALL
OTHER RIGHTS CORRESPONDING THERETO THROUGHOUT THE WORLD, INCLUDING ALL
COPYRIGHTABLE WORKS, RIGHTS IN DATABASES, DATA COLLECTIONS, "MORAL" RIGHTS, AND
MASK WORKS, ("COPYRIGHTS"); (B) ALL INVENTIONS (WHETHER PATENTABLE OR NOT),
INVENTION DISCLOSURES, DISCOVERIES, IMPROVEMENTS, INVENTOR'S NOTES, IDEAS,
TESTING INFORMATION, RESEARCH AND DEVELOPMENT INFORMATION, TRADE SECRETS,
PROPRIETARY INFORMATION, KNOW HOW, TECHNOLOGY, TECHNICAL DATA, SPECIFICATIONS,
DESIGNS, PLANS, PROPOSALS, SUPPLIER LISTS AND CUSTOMER LISTS AND ALL
DOCUMENTATION RELATING TO ANY OF THE FOREGOING AND CORRESPONDING RIGHTS IN
CONFIDENTIAL INFORMATION AND OTHER NON-PUBLIC INFORMATION ("TRADE SECRETS");
(C) ALL TRADEMARKS, TRADE NAMES, SERVICE MARKS, TRADE DRESS, DESIGNS AND LOGOS,
TAG LINES, DOMAIN NAMES INDICATING THE SOURCE OF GOODS OR SERVICES, AND OTHER
INDICIA OF COMMERCIAL SOURCE OR ORIGIN (WHETHER REGISTERED, COMMON LAW,
STATUTORY OR OTHERWISE) AND ALL REGISTRATIONS AND APPLICATIONS FOR REGISTRATION
THEREOF AND ALL OTHER RIGHTS CORRESPONDING THERETO THROUGHOUT THE WORLD
("MARKS"); (D) ALL BUSINESS AND MARKETING PLANS, MARKET SURVEYS, MARKET KNOW-HOW
AND CUSTOMER LISTS AND INFORMATION, DATABASES, DATA COLLECTIONS AND CONTENT AND
ALL RIGHTS THEREIN, THROUGHOUT THE WORLD; (E) ALL INTERNET ELECTRONIC ADDRESSES,
DOMAIN NAMES, UNIFORM RESOURCE LOCATORS AND OTHER INTERNET OR SIMILAR ADDRESSES
OR IDENTIFIERS, AND REGISTRATIONS THEREOF ("DOMAIN NAMES"); (F) ALL BUSINESS
NAMES AND ASSUMED NAMES (WHETHER REGISTERED, COMMON LAW, STATUTORY OR OTHERWISE)
("BUSINESS NAMES"); (A) ALL WEBSITES; (H) ALL SOFTWARE; AND (I) ANY SIMILAR,
CORRESPONDING OR EQUIVALENT RIGHTS TO ANY OF THE FOREGOING ANY WHERE IN THE
WORLD.
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(II)
"TRANSFERRED INTELLECTUAL PROPERTY" SHALL MEAN ANY AND ALL
INTELLECTUAL PROPERTY THAT IS OWNED OR USED BY SELLER SOLELY IN CONNECTION WITH
THE OPERATION OF THE TRANSFERRED BUSINESS, AS IS SET FORTH ON SCHEDULE 3.15(B).
TRANSFERRED INTELLECTUAL PROPERTY SHALL NOT INCLUDE INTELLECTUAL PROPERTY WHICH
IS OWNED AND USED BY SELLER IN CONNECTION WITH THE OPERATION OF SELLER BUSINESS,
INCLUDING, BUT NOT LIMITED TO, THE AGTRADER ASSETS OR THE AGRILEACH SOFTWARE.
(III)
"REGISTERED INTELLECTUAL PROPERTY" SHALL MEAN ALL UNITED STATES,
INTERNATIONAL AND FOREIGN: (A) REGISTERED MARKS AND, RENEWALS AND APPLICATIONS;
(B) REGISTERED COPYRIGHTS AND APPLICATIONS; (C) ALL REGISTERED BUSINESS NAMES
("REGISTERED BUSINESS NAMES") AND (D) REGISTERED DOMAIN NAMES AND ANY
APPLICATION, CERTIFICATE, FILING, REGISTRATION OR OTHER DOCUMENT ISSUED, FILED
WITH, OR RECORDED BY ANY GOVERNMENTAL AUTHORITY.
(B)
SCHEDULE 3.15(B) SETS FORTH A TRUE, CORRECT AND COMPLETE LIST OF
ALL (I) REGISTERED INTELLECTUAL PROPERTY (INCLUDING MARKS, COPYRIGHTS,
REGISTERED BUSINESS NAMES AND TRANSFERRED DOMAIN NAMES) USED IN CONNECTION WITH
THE TRANSFERRED BUSINESS (THE "SELLER REGISTERED INTELLECTUAL PROPERTY");
(II) APPLICATIONS TO REGISTER ANY TRANSFERRED INTELLECTUAL PROPERTY; (III) ALL
UNREGISTERED INTELLECTUAL PROPERTY USED IN CONNECTION WITH THE TRANSFERRED
BUSINESS AND (IV) PROCEEDINGS OR ACTIONS BEFORE ANY COURT, TRIBUNAL (INCLUDING
THE U.S. PATENT AND TRADEMARK OFFICE (THE "PTO")