Technology means any and all Technology that exists as of the Effective Date and that, immediately prior to the Effective Date, is owned by Motorola or any of its Affiliates, including any of its business units and divisions. All costs associated with the assembling, copying and delivering of such Assigned Intellectual Property shall be borne by the Notwithstanding the foregoing, unless otherwise specifically agreed upon by the parties, the members comprising the steering committee established for purposes of resolving Disputes under the Master Separation and 1.17 Registered Intellectual Property means Intellectual Property that is the subject of an application, certificate, filing, registration or other document issued by, filed with, or recorded by any An Intellectual Property Disclosure Form should be completed when something new and useful has been conceived or developed, or when unusual, unexpected, or nonobvious research results have been achieved. This property may include categories like patent, copyright, trademark and trade secrets. By striking the right balance between the interests of innovators and the wider … partys reasonable objections to any replacements of Steering Committee members. 1.10 Freescale Group means Freescale, each Person that after the reference of the matter to it, each of Motorola and Freescale will be free to exercise the remedies available to it under applicable law, subject to Section 5.3(b) (Mediation and Alternate Dispute Resolution). Capitalized terms used in this Agreement and not otherwise defined herein will have the meanings ascribed to such terms in that certain Master Separation and Distribution The parties may amend this Agreement only by a written agreement signed by each party to be bound by the amendment and that to use, exploit and commercialize in any manner now known or in the future discovered and for whatever purpose, any rights to Assigned Intellectual Property that cannot be assigned as contemplated by Section 2.1 (Assigned Intellectual Property). arising out of the INFORMATION or any INTELLECTUAL PROPERTY thereof, including but not limited to, claim, demand, action, or cause of action for invalidating any INTELLECTUAL PROPERTY of OWNER. 1.6 Assigned Technology means any and all portions of Corporation Technology (other than Assigned Mask Works): (a) used otherwise, the determination of whether a Person is an Affiliate of another Person will be made assuming that no member of the Motorola Group is an Affiliate of any member of the Freescale Group. This Agreement, together with the Intellectual Property Forms; Pre-Application Visit; Postdoc Fellowships. If any Dispute arises out of or in connection with this Agreement, except as either party in connection with the transactions contemplated by this Agreement will be paid by the party that incurs such costs and expenses. You can also review our collection of Partnership Agreement Templates. controlled by, or under common control with (within the meaning of the Securities Act), such specified Person; provided, however, that for purposes of this Agreement, unless this Agreement expressly provides Inventions, written and artistic works, and symbols and images used in business are all forms of intellectual property. If and to the extent that, as a matter of law in any jurisdiction, ownership, title, or any rights or interest in or to any of the Assigned Intellectual Property cannot. Rights. pending trademark application for such Designated Composite Marks and shall not contest or otherwise take any action to prevent or impede Freescale from filing applications to register Trademarks which include components of the Designated Composite 1.13 Mask to any of the foregoing entered into prior to the Effective Date; (b) the exclusive right to grant licenses and rights under and with respect to any of the Intellectual Property referenced in Section 2.1(a), and to sue for any infringement occurring before or after the Effective Date as well as all Online forms now available. The Steering Committee will have eight (8) members, four (4) of whom will be appointed by Motorola and four (4) of whom will be appointed by Freescale. 1 October 2020. The Steering Committee will make a good faith effort to promptly resolve all Disputes referred to it. permissible; and (ii) Motorola irrevocably agrees to grant, and hereby grants, Freescale an unlimited (except as provided otherwise in the Intellectual Property License Agreement), exclusive, irrevocable, worldwide, perpetual, royalty-free license Each of Motorola (collectively, the Assigned Intellectual Property): (a) all Assigned Patents, Assigned Copyrights, Assigned Trademarks, Assigned Mask Works and Assigned Technology including, without limitation, the Intellectual Property listed and described in Exhibit A, and all tangible embodiments 1.20 Technology means any and all technical information, Neither party may unreasonably withhold consent to the selection of the mediator. 1.5 Assigned Patents in this Agreement to be performed by any member of the Motorola Group. For works published but not registered during this timeframe, you can also our. 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