The intellectual property clause in a contract defines the ownership rights and usage conditions for any creations, inventions, or proprietary information that are developed, exchanged, or used during the course of the agreement. It typically outlines whether the intellectual property rights are retained by the creator, transferred to another party, or shared among parties, detailing any limitations and obligations associated with these rights.
INTELLECTUAL PROPERTY ASSET PURCHASE AGREEMENT This Intellectual Property Asset Purchase Agreement (the “Agreement”), is made as of July 24, 2020 by and among GATC Canna, Inc. and GATC Rx, Inc., both California corporations having their principal place of business at 6 Upper Newport Plaza Drive, Newport Beach, CA 92660 (collectively, the “Purchaser” or “GATC”), and Frelii, Inc., a Nevada corporation with a principal place of business at 670 W. Shepard Lane, Suite 200, Farmington, UT 84025 (the “Seller” or “Frelii”). Purchaser and Seller are also referred to herein collectively as the “Parties” and individually as a “Party.”
WHEREAS, Frelii has developed, and owns all rights, title and interest in and to certain technology relating to DNA, wellness, and cannabis, as more specifically set forth in Schedule A, attached hereto, and made a part of this Agreement including but not limited to: (i) A U.S. provisional utility Patent Application relating to certain Artificial Intelligence, Atty Docket No. 46223-0002P01 ; (ii) “Authored Work” as set forth in the License Agreement relating to certain Artificial Intelligence; (ii) The “Frelii Rapid Cannabis Recommendation” as set forth in the License Agreement ; (iii) certain proprietary software; (iv) certain source code and executables; (v) Frelii work product and clinical trial data; (vi) Goodwill; and (collectively, the “Intellectual Property”), and Intellectual Property Rights as defined to Schedule A, all free and clear of any liabilities, claims, liens or encumbrances; and
WHEREAS, Purchaser desires to purchase from Seller, and Seller desires to sell to Purchaser, on the terms and conditions set forth herein all of Seller’s rights, title and interest in and to the Intellectual Property, including the tangible and intangible assets primarily used or associated with the Intellectual Property, all as more fully described herein; and
1.1 Purchase and Sale of Intellectual Property. Upon the terms and conditions herein set forth, Seller hereby agrees to sell, convey, transfer, assign, grant and deliver to Purchaser, and Purchaser hereby agrees to purchase, acquire and accept from Seller at the Closing (as hereinafter defined) all of Seller’s right, title and interest in and to the Intellectual Property, free and clear of all liabilities, obligations, pledges, security interests, liens, defenses, contractual commitments, claims, setoffs, equities or other encumbrances or charges (collectively, the “Encumbrances”) other than as expressly set forth herein. The Intellectual Property include, without limitation, all of Seller’s right, title and interest in and to the intellectual property described in Section 8 below and on Exhibit A attached hereto.
1.2 No Assumption of Liabilities. (a) Except as expressly provided in this Agreement, Purchaser shall assume no liabilities or obligations relating to the Intellectual Property, including, without limitation, accounts payable, indebtedness, tax liabilities, employee obligations, sales commissions or other contractual liabilities, or any liabilities for any damages, penalties, fines or other claims whatsoever arising or resulting from any legal proceeding pertaining to the Intellectual Property or otherwise relating to the operations of the Intellectual Property prior to the Closing. All such liabilities and obligations, fixed or contingent, known or unknown, are and shall remain the liabilities and obligations of Seller.
I. ROYALTY PAYMENTS 1.1 Consideration. (a) Subject to the terms and conditions of this Agreement, in consideration for Seller’s sale, assignment, transfer and delivery of the Intellectual Property to Purchaser, Purchaser shall pay and remit to Seller a purchase price in the form of a royalty payment to the Seller of three per cent (3%) of Purchaser’s gross revenues related to the Intellectual Property, if any (the “Royalty”), in perpetuity (provided that this Agreement remains in full force and effect) (the “Royalty Period”), to be paid to Seller each calendar quarter for which Purchaser achieves revenues relating to the Intellectual Property.
The closing of the purchase and sale of the Intellectual Property hereunder (the “Closing”) shall take place as soon as practicable following the termination of any applicable waiting period but in no event later than August 7, 2020, unless otherwise agreed to by the parties (the “Closing Date”), at such location, whether the Closing is in-person or a remote electronic Closing, as shall have been agreed to by the parties. The Closing shall be effective as of 11:59 p.m. Pacific Time on the Closing Date.
4.7 Intellectual Property. Seller is the exclusive owner of the Intellectual Property and Intellectual Property Rights being purchased and Seller has no obligation to pay any royalty, license fee, commissions or other amount howsoever characterized, or to obtain any third-party clearances or consents in respect of the same.
4.12 Tax Liens. As of the date hereof, there are no tax liens on any of the Intellectual Property, and there is no basis for the assertion of any such tax liens.
4.11 Insurance. Any coverage of the Intellectual Property under Seller’s insurance policies will cease as of the Closing.
Sufficiency of Intellectual Property. The Intellectual Property comprises all of the properties and rights necessary for the continued operation of the Intellectual Property.
Seller shall keep and maintain intact the Intellectual Property and its business at all times until Closing in the usual, regular, and ordinary course, in substantially the same manner as heretofore conducted.
5. Intellectual Property Warranties. (a) Transferors jointly and severally represent and warrant that (i) the Assigned Intellectual Property Rights were developed by the applicable Transferor(s) or acquired by such Transferor pursuant to a binding and enforceable agreement, and that no third party owns any rights in the Assigned Intellectual Property Rights and the Assigned Intellectual Property Rights are not subject to any Encumbrance, (ii) there is no demand, claim, suit, action, arbitration or other proceeding pending or, to any Transferor’s Knowledge, threatened against a Transferor which alleges that the Assigned Intellectual Property Rights infringes upon the Proprietary Rights or intellectual property rights of any third party, and (iii) this Agreement does not conflict with any other agreement to which any Transferor is a party. - 6 - (b) Except for the obligations of Transferors with respect to claims based on the Assigned Intellectual Property Rights infringing any third party rights as provided in Section 6 of this Agreement, SELLERS MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE PERFORMANCE OF THE ASSIGNED INTELLECTUAL PROPERTY RIGHTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY SELLERS AND WAIVED BY ASPIRE NA.
(e) Intellectual Property Rights shall mean Patent Rights, Know-how, Know-how Documentation, Trademarks, and Trade Secrets as defined in Section 1(i), Section 1(f), Section 1(g), Section 1(m), and Section 1(n) but without regard to any specific application described in such Sections, and whether created or reduced to practice before or after the Effective Date of this Agreement.
(a) Assigned Intellectual Property Rights shall mean the Patent Rights, Know-how, Know-how Documentation, Trademarks, and Trade Secrets as defined in Section 1(i), Section 1(f), Section 1(g), Section 1(m), and Section 1(n).
INTELLECTUAL PROPERTY OWNERSHIP AND LICENSE AGREEMENT THIS INTELLECTUAL PROPERTY OWNERSHIP AND LICENSE AGREEMENT ("Agreement") effective as of July 19, 2019 (the "Effective Date"), is made between Cosmos Group Holdings, Inc., a Nevada corporation (“COSG”), on the one hand, and Hong Kong Healthtech Limited, a limited liability company organized under the laws of Hong Kong (“HKHL”), 深圳傅正勤教育科技有限公司Shenzhen Fu Zheng Qin Education Technology Limited (formerly known as Shenzhen Yongle Innovative Education Limited), a limited company organized under the laws of the People’s Republic of China (“SZFZQ”) and their Affiliates (together with HKHL, the “HKHL Entities”), each only, with respect to their respective obligations hereunder, on the other hand.
1. General. COSG and the HKHL Entities desire to establish a contractual relationship that will (i) define the ownership of certain intellectual property rights as between the parties, and (ii) grant COSG certain licenses and other rights in and to intellectual property rights owned by the other part(ies), all in accordance with the terms and conditions set forth in this Agreement.
2.3. "Existing Non-Statutory Intellectual Property" shall mean all unpatented inventions (whether or not patentable), trade secrets, know-how and proprietary information, including but not limited to (in whatever form or medium), discoveries, ideas, compositions, formulae, computer programs (including, without limitation, source and object codes and documentation), databases, drawings, designs, plans, proposals, specifications, photographs, samples, models, processes, procedures, data, information, manuals, reports, financial, marketing and business data, pricing and costing information, correspondence and notes relating to and arising or developed from the Business, to the extent owned by either party hereto as of the Effective Date; provided, however, the foregoing shall not include any Third Party Intellectual Property Rights or any copyrights, trademarks, service marks, corporate names, domain names or applications for any of the foregoing.
2.4. "Existing Other Intellectual Property" shall mean all copyrights, trademarks, service marks, corporate names, domain names or applications for any of the foregoing existing as of the Effective Date and owned as of the Effective Date by a party hereto.
2.6. “Future Intellectual Property” shall mean: (i) all patents and patent applications (together with any patents issuing on the foregoing patent applications, divisions, continuations or continuations-in-part thereof; patents, patent extensions, certificates of invention, reissues, renewals and additions thereof) existing after the Effective Date and owned by the HKHL Affiliates; (ii) all unpatented inventions (whether or not patentable), trade secrets, know-how and proprietary information, including but not limited to (in whatever form or medium), discoveries, ideas, compositions, formulae, computer programs (including, without limitation, source and object codes and documentation), databases, drawings, designs, plans, proposals, specifications, photographs, samples, models, processes, procedures, data, information, manuals, reports, financial, marketing and business data, pricing and costing information, correspondence and notes to the extent owned by any of the HKHL Entities after the Effective Date; provided, however, the foregoing shall not include any Third Party Intellectual Property Rights or any copyrights, trademarks, service marks, corporate names, domain names or applications for any of the foregoing; and (iii) Other Intellectual Property owned by any of the HKHL Entities.
2.7. "Intellectual Property Rights" shall mean Existing Patents and Jointly Owned Non-Statutory Intellectual Property.
2.9. "Jointly-Owned Non-Statutory Intellectual Property" shall mean all Existing Non-Statutory Intellectual Property existing and owned by either or both parties hereto or any of their Affiliates as of the Effective Date, but excluding any Previously Licensed Non-Statutory Intellectual Property.
2.10. "Other Intellectual Property" shall mean all copyrights, trademarks, service marks, corporate names, domain names or applications for any of the foregoing developed, created or acquired from a third party after the Effective Date which are owned by a party hereto.
Intellectual Property (IP) refers to creations of the mind, such as inventions, literary and artistic works, designs, symbols, names, and images used in commerce. It is a legal concept that grants creators certain exclusive rights to their intangible assets, allowing them to control the use and dissemination of their works. IP is critical in promoting innovation and creativity by providing legal protection and incentives for creators to develop new ideas.
You should consider using or addressing Intellectual Property in scenarios where protection of your creative work or innovation is necessary. This includes:
Writing or drafting Intellectual Property content typically involves ensuring clear and detailed documentation of your creations or innovations. Steps to consider include:
Contracts that often include Intellectual Property clauses or considerations include:
Example:
- An employment contract might specify that any inventions created during an employee’s tenure belong to the company.
- A licensing agreement could allow a company to use your patented technology for a fee.
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