Tax Matters Agreement, between Altisource Solutions and Ocwen, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference

EX-10.8 9 g20198exv10w8.htm EX-10.8 EX-10.8
Exhibit 10.8
INTELLECTUAL PROPERTY AGREEMENT
     This AGREEMENT made this 10th day of August, 2009, by and between OCWEN FINANCIAL CORPORATION, a Florida corporation (“OFC”) and ALTISOURCE SOLUTIONS S.à r.l., a private limited liability company organized under the laws of the Grand Duchy of Luxembourg, (“ALTISOURCE S.à r.l.”).
RECITALS
     WHEREAS, OFC and Altisource Portfolio Solutions S.A. (formerly known as Altisource Portfolio Solutions S.à r.l., formerly known as Ocwen Luxembourg S.à r.l.), the sole parent of ALTISOURCE S.à r.l. (“ALTISOURCE Parent”), are parties to a Separation Agreement dated as of August 10, 2009 (the “Separation Agreement”), pursuant to which OCWEN will (i) separate the ALTISOURCE Business (as defined in the Separation Agreement) and (ii) distribute (the “Separation”) to the holders of shares of OCWEN’s outstanding capital stock all of the outstanding capital stock of ALTISOURCE Parent;
          WHEREAS, following the Separation, ALTISOURCE (as defined below) will operate the ALTISOURCE Business, and OCWEN (as defined below) will operate the OCWEN Business (as defined in the Separation Agreement);
          WHEREAS, as part of the separation of the ALTISOURCE Business pursuant to the Separation Agreement, OCWEN is to contribute the ALTISOURCE IP (as defined below) to ALTISOURCE;
          WHEREAS, pursuant to the Separation Agreement, this Intellectual Property Agreement (this “Agreement”) will govern the contribution of the ALTISOURCE IP to ALTISOURCE;
          WHEREAS, in addition to this Agreement and the Separation Agreement, OCWEN and ALTISOURCE are also entering into a Transition Services Agreement, a Services Agreement, and a Technology Products Services Agreement (collectively, the “Services Agreements”), by which ALTISOURCE will provide various services to OCWEN (and, in the case of the Transition Services Agreement, OCWEN will provide certain services to ALTISOURCE); and
          WHEREAS, pursuant to the Separation Agreement, this Agreement shall govern the licensing of the Licensed Intellectual Property and the OCWEN IP, both as defined below, necessary for the Parties to enjoy the services to be provided under the Services Agreements.
          NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

 

 

     1. Definitions
     a) Capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Separation Agreement.
     b) For the purposes of this Agreement, the following terms shall have the following meanings:
     “Agreement” means this Intellectual Property Agreement, including schedules and exhibits hereto.
     “ALTISOURCE” shall mean ALTISOURCE Parent and the members of the ALTISOURCE Group.
     “ALTISOURCE Indemnitees” shall have the meaning set forth in Section 15 below.
     “ALTISOURCE IP” shall mean all Intellectual Property to be owned by ALTISOURCE following the Separation and includes, but is not limited to, the Intellectual Property set forth on Schedule I hereto.
     “ALTISOURCE Parent” shall have the meaning set forth in the recitals hereof.
     “ALTISOURCE S.à r.l.” shall have the meaning set forth in the preamble hereof.
     “Confidential Information” means information that constitutes trade secrets or confidential proprietary information, regardless of medium in which the information is stored, whether now known or to be developed in the future, including but not limited to all written technical information, data, specifications, research and development information, engineering drawings, operating and maintenance manuals and materials, analyses prepared by consultants and other third parties, all cost information, sales and pricing data, customer prospect lists, supplier records, customer and supplier lists, customer and vendor data, development and manufacturing files, vendor and customer drawings, formulations and specifications, quality records and reports, and financial records and reports.
     “Disclosing Party” shall have the meaning set forth in Section 10(b) below.
     “Effective Date” means the Separation Date.
     “Intellectual Property” means all domestic and foreign patents, copyrights, trade names, domain names, trademarks, service marks, registrations and applications for any of the foregoing, databases, mask works, Confidential Information, inventions (whether or not patentable or patented), processes, know-how, procedures, computer applications, programs and other software, including operating software, network software, firmware, middleware, design software, design tools, systems documentation, manuals, and instructions, other proprietary information, and licenses from third parties granting the right to use any of the foregoing.

 

 

     “Initial Term” means the term of this Agreement that begins on the Effective Date and ends on the eighth anniversary of the Effective Date.
     “Invoiced Amount” shall have the meaning set forth in Section 5(b) below.
     “IP Fee Letter” shall have the meaning set forth in Section 5(a) below.
     “Licensed Intellectual Property” means the Intellectual Property being licensed to OCWEN hereunder, including the Intellectual Property contained in Schedule II attached hereto, as that schedule may be amended from time to time in ALTISOURCE’s sole discretion.
     “Licensed Marks” means the trademarks and service marks identified as “Trademarks” in Schedule II to this Agreement, as that schedule may be modified by ALTISOURCE in its sole discretion, and used in conjunction with the offering and provision of the licensed goods or services.
     “Licensed Technology” means all Licensed Intellectual Property, excluding the Licensed Marks, necessary for OCWEN to enjoy the benefit of the Services.
     “Licensed Software” means any of the following software programs: RealServicing, RealTrans, RealResolution, RealPortal, RealDoc, RealSynergy and any other software developed after the date hereof licensed from ALTISOURCE to OCWEN that is integral to OCWEN’s operations.
     “Licensee” shall mean the Party who has been granted a right to use the other Party’s Intellectual Property.
     “Licensor” shall mean the Party who has granted the other Party a right to use its Intellectual Property.
     “OCWEN” shall mean OFC and the members of the OCWEN Group.
     “OCWEN Competitor” means any Person (other than OCWEN), together with its Affiliates, that provides residential loan servicing services in the United States. For purposes of this definition, “Person” includes any “group” as that term is used in Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, and “beneficial ownership” shall have the meaning provided in Rule 13d-3 under the Securities Exchange Act of 1934.
     “OCWEN Indemnitiees” shall have the meaning set forth in Section 15 below.
     “OCWEN IP” shall mean any Intellectual Property owned by OCWEN following the Separation and used in conjunction with any services provided by OCWEN to ALTISOURCE under the Transition Services Agreement.
     “OFC” shall have the meaning set forth in the preamble hereof.

 

 

     “Party” shall mean a party to this Agreement, and “Parties” shall mean all parties to this Agreement.
     “Receiving Party” shall have the meaning set forth in Section 10(b) below.
     “Renewal Terms” means any one or more subsequent five-year renewal terms of this Agreement, or such shorter subsequent period if this Agreement is terminated.
     “Section” means any enumerated paragraph of this Agreement.
     “Services” means the “ALTISOURCE-Provided Services” as defined in the Transition Services Agreement, the “Services” as defined in the Service Agreement and the “Services” as defined in the Technology Products Services Agreement.
     “Software Change of Control” means at any time, with respect to ALTISOURCE, the occurrence of any of the following: (a) ALTISOURCE transfers all or substantially all of its rights and title to (i) any of the Licensed Software or (ii) any other Licensed Intellectual Property, the effect of which is material and adverse to Ocwen, in either case to an OCWEN Competitor, or (b) any OCWEN Competitor, (i) acquires (whether through legal or “beneficial ownership,” by contract or otherwise), directly or indirectly, the right to vote more than 50% of the total voting power of all common stock of Altisource S.à r.l. or Altisource Parent then outstanding, or (ii) shall have elected, or caused to be elected, a sufficient number of its or their nominees to the board of directors of ALTISOURCE S.à r.l. or ALTISOURCE Parent such that the nominees so elected (regardless of when elected) shall collectively constitute a majority of the board of directors of ALTISOURCE S.à r.l. or ALTISOURCE Parent.
     “Term” means the Initial Term and any Renewal Terms.
     “Territory” means the United States and its territories.
     2. Transfer of ALTISOURCE IP
     a) OCWEN will Transfer or cause to be Transferred all right, title and interest in and to the ALTISOURCE IP owned by OCWEN to ALTISOURCE effective on the Effective Date free and clear of all liens and encumbrances. To accomplish this, OCWEN will execute an assignment in form substantially similar to that attached hereto as Exhibit A, including all exhibits thereto.
     b) Upon the request of ALTISOURCE, OCWEN, on its own behalf and on behalf of the members of the OCWEN Group, will execute or cause to be executed such further documents and will do such further acts or will cause such further acts to be done as are necessary to accomplish the full and complete Transfer of all ALTISOURCE IP to ALTISOURCE.
     c) The Parties will cooperate with one another to the extent necessary to accomplish the full and complete Transfer of ALTISOURCE IP to ALTISOURCE, including the recordation of all appropriate documents reflecting ALTISOURCE’s

 

 

ownership of the ALTISOURCE IP with government agencies having jurisdiction over such matters.
     d) Section 2.08 of the Separation Agreement concerning “Inadvertent or Incorrect Transfers or Omissions of Assets or Liabilities” shall apply to the transfer of the ALTISOURCE IP to ALTISOURCE.
     3. ALTISOURCE Grant of License; Reservation of Rights
     a) ALTISOURCE hereby grants and confirms to OCWEN the non-exclusive license and non-exclusive right to use that portion of the Licensed Intellectual Property necessary to use and enjoy the Services or otherwise necessary for OCWEN to perform its residential loan servicing operations, for itself and for the OCWEN Group, solely in the Territory, and the limited, non-exclusive, fully paid-up, nontransferable, revocable right to access or to otherwise use, for the term of this Agreement, all Intellectual Property owned by or, to the extent permitted by the applicable license, licensed to ALTISOURCE solely to the extent necessary for ALTISOURCE to perform its obligations to supply any services to OCWEN under the Services Agreements anywhere in the world, subject to ALTISOURCE’s rights of approval and control under this Agreement, which approval will not be unreasonably delayed or withheld.
     b) To the extent that ALTISOURCE ceases to provide any particular Services, the license granted hereunder for the Licensed Intellectual Property pertinent to such Services will likewise cease, unless and to the extent that the same Licensed Intellectual Property is required for OCWEN’s enjoyment of any other Services being provided by ALTISOURCE for the benefit of OCWEN at the time of cessation or in the future.
     c) The Parties agree that it is critical that the Licensed Intellectual Property be protected and enhanced, and toward this end, OCWEN agrees, both during the Term and thereafter, not to:
          i) combine any name or names, service marks, or trademarks with the Licensed Marks;
          ii) use any other name or names, service marks, or trademarks in association with the Licensed Marks in any advertising, promotion, publicity, labeling, packaging or printed matter of any kind utilized by OCWEN without ALTISOURCE’s prior express written consent;
          iii) do or suffer to be done any act that may in any way adversely affect any rights of ALTISOURCE in and to the Licensed Intellectual Property or any registrations thereof or which, directly or indirectly, may reduce the value of the Licensed Intellectual Property or detract from them or the reputation of ALTISOURCE;

 

 

          iv) challenge the title or rights of ALTISOURCE in or to the Licensed Intellectual Property;
          v) apply to register or maintain any application or registration respecting the Licensed Intellectual Property or any other mark or domain name confusingly similar to the Licensed Marks, or domain names licensed hereunder, except with the consent and direction of ALTISOURCE and in the name of ALTISOURCE, unless otherwise directed by ALTISOURCE;
          vi) use any colorable imitation of any of the Licensed Marks or any variant form (including variant design forms, logos, colors, or type styles) not specifically approved by ALTISOURCE;
          vii) misuse the Licensed Intellectual Property or take any action that would tend to destroy or diminish the value of the Licensed Intellectual Property; or
          viii) make use of the Licensed Technology beyond the internal enjoyment and exploitation of the Services.
     d) The Parties agree that all use by OCWEN of the Licensed Intellectual Property under the terms of this Agreement inures to the benefit of ALTISOURCE.
     e) OCWEN agrees to: (i) cooperate fully with ALTISOURCE in securing and maintaining the ownership and goodwill of ALTISOURCE in the Licensed Intellectual Property; and (ii) to assist ALTISOURCE, at ALTISOURCE’s direction, in the protection, enhancement, maintenance, and enforcement of ALTISOURCE’s rights in the Licensed Intellectual Property.
     f) ALTISOURCE reserves all rights in and to the Licensed Intellectual Property, and ALTISOURCE may exercise such rights at any time. In that regard, nothing herein shall be deemed to prevent ALTISOURCE, at any time, from using and granting to third parties the right to use the Licensed Intellectual Property in the Territory or elsewhere in connection with the Services.
     g) OCWEN shall not exploit the Licensed Intellectual Property licensed hereunder outside the Territory or for any purpose beyond its use and enjoyment of the Services without the prior express written consent of ALTISOURCE.
     h) Nothing herein shall be deemed to be a grant to OCWEN of the right to use or exploit any Licensed Intellectual Property beyond that licensed hereunder.
     4. OCWEN Grant of License; Reservation of Rights
     a) OCWEN hereby grants and confirms to ALTISOURCE the non-exclusive license and non-exclusive right to use that portion of OCWEN IP necessary to use and enjoy the services OCWEN is to provide ALTISOURCE under the Transition Services Agreement or otherwise necessary for ALTISOURCE to perform its mortgage services, financial services or technology products operations, for itself and for the ALTISOURCE

 

 

Group, and the limited, non-exclusive, fully paid-up, nontransferable, revocable right to access or to otherwise use, for the term of this Agreement, all Intellectual Property owned by or, to the extent permitted by the applicable license, licensed to OCWEN solely to the extent necessary for OCWEN to perform its obligations to supply any services to ALTISOURCE, subject to OCWEN’s rights of approval and control under this Agreement, which approval will not be unreasonably delayed or withheld.
     b) To the extent that OCWEN ceases to provide any particular services to ALTISOURCE, the license granted hereunder for the OCWEN IP pertinent to such services will likewise cease, unless and to the extent that the same OCWEN IP is required for ALTISOURCE’s enjoyment of any other services being provided by OCWEN for the benefit of ALTISOURCE at the time of cessation or in the future.
     c) The Parties agree that it is critical that the OCWEN IP be protected and enhanced, and toward this end, ALTISOURCE agrees, both during the Term and thereafter, not to:
          i) combine any name or names, service marks, or trademarks with any marks included in the OCWEN IP;
          ii) use any other name or names, service marks, or trademarks in association with any marks among the OCWEN IP in any advertising, promotion, publicity, labeling, packaging or printed matter of any kind utilized by ALTISOURCE without OCWEN’s prior express written consent;
          iii) do or suffer to be done any act that may in any way adversely affect any rights of OCWEN in and to the OCWEN IP or any registrations thereof or which, directly or indirectly, may reduce the value of the OCWEN IP or detract from them or the reputation of OCWEN.
          iv) challenge the title or rights of OCWEN in or to the OCWEN IP;
          v) apply to register or maintain any application or registration respecting the OCWEN IP or any other mark or domain name confusingly similar to any marks included in the OCWEN IP, except with the consent and direction of OCWEN and in the name of OCWEN, unless otherwise directed by OCWEN;
          vi) use any colorable imitation of any of the marks included in the OCWEN IP or any variant form (including variant design forms, logos, colors, or type styles) not specifically approved by OCWEN; or
          vii) misuse the OCWEN IP or take any action that would tend to destroy or diminish the value of the OCWEN IP.
          viii) make use of any technology contained within the OCWEN IP beyond the internal enjoyment and exploitation of the services to be provided to ALTISOURCE by OCWEN.

 

 

     d) The Parties agree that all use by ALTISOURCE of the OCWEN IP under the terms of this Agreement inures to the benefit of OCWEN.
     e) ALTISOURCE agrees to: (i) cooperate fully with OCWEN in securing and maintaining the ownership and goodwill of OCWEN in the OCWEN IP; and (ii) to assist OCWEN, at OCWEN’s direction, in the protection, enhancement, maintenance, and enforcement of OCWEN’s rights in the OCWEN IP.
     f) OCWEN reserves all rights in and to the OCWEN IP, and OCWEN may exercise such rights at any time. In that regard, nothing herein shall be deemed to prevent OCWEN, at any time, from using and granting to third parties the right to use the OCWEN IP.
     g) Nothing herein shall be deemed to be a grant to ALTISOURCE of the right to use or exploit any OCWEN IP beyond that licensed hereunder.
     5. Royalties
     a) In consideration of the rights granted to the respective Parties under this Agreement, each Party shall provide reports and pay the other Party the royalties set forth in that certain fee letter between OCWEN and ALTISOURCE dated as of the date hereof (the “IP Fee Letter”).
     b) Each Party, as Licensor, shall submit statements of account to the other Party, as Licensee, on a monthly basis with respect to all amounts payable by the Licensee to the Licensor hereunder (the “Invoiced Amount”), setting out the royalty amount billed to the Licensee. The Licensee shall pay the Invoiced Amount to the Licensor by wire transfer of immediately available funds to an account or accounts specified by the Licensor, or in such other manner as specified by the Licensor in writing, or as otherwise reasonably agreed to by the Parties hereto, within 30 days of the date of delivery to the Licensee of the applicable statement of account; provided, that, in the event of any dispute as to an Invoiced Amount, the Licensee shall pay the undisputed portion, if any, of such Invoiced Amount in accordance with the foregoing, and shall pay the remaining amount, if any, promptly upon resolution of such dispute.
     6. Term and Renewal
     Subject to the provisions of Sections 3(b), 4(b) and 11, this Agreement will survive for the Initial Term and will automatically renew for four two-year increments following the Initial Term, provided that (a) each Party has fully complied with its obligations under this Agreement and has maintained a performance standard acceptable to the other Party during the prior term and (b) the Agreement has not been terminated.
     7. Quality Control
     a) The Parties recognize and acknowledge that the offering of goods or services of inferior quality under the any licensed marks hereunder may damage the

 

 

business reputation of the Parties and the goodwill associated with such marks. Accordingly, in order to maintain the respective Parties’ reputation for quality, the Licensee will provide products and/or services under the licensed marks of a quality no less than its current quality. And all promotional material utilizing the licensed marks must be approved in writing by the Licensor prior to use.
     b) The Licensee shall at all times and in all places permit the Licensor, by representatives designated by the Licensor, to inspect the use made of the Licensed Intellectual Property and the OCWEN IP, respectively, under this Agreement. At all times, the Licensee shall comply with the reasonable quality control procedures furnished or approved, from time to time, by the Licensor concerning use of the licensed marks and the quality of any goods or services offered thereunder. Upon reasonable prior notice, the Licensor may inspect and review the offices and records of the Licensee during normal business hours for compliance with this or any other provision of this Agreement.
     c) The Licensee shall use and display the licensed marks only in such form and manner as are specifically approved in advance by the Licensor.
     d) The Licensee shall cause to appear the legends, markings, and notices that the Licensor may direct on all material used by the Licensee in connection with the Licensed Intellectual Property and OCWEN IP, respectively, and on any printed matter on which the Licensee elects to have licensed marks appear.
     e) The Licensee shall be permitted to use any designs, materials, packages, labels, promotional materials and advertising materials in relation to any goods or services approved by the Licensor; provided, however, that in the event that, after the Effective Date, any such design, material, package, label, promotional material or advertising material is materially modified, or the manner in which any of the foregoing is used is proposed to be materially modified, the Licensee shall obtain the written approval of the Licensor (such approval not to be unreasonably withheld) for such design, material, package, label, promotional material, advertising material or such modified use thereof prior to any use thereof.
     8. Advertising and Promotion
The Licensee shall provide to the Licensor, free of charge for its permanent archives, copies or representative samples of all advertising and promotional materials bearing any licensed marks.
     9. Intellectual Property Rights Ownership
     a) OCWEN acknowledges that ALTISOURCE is the owner of all right, title and interest in and to the ALTISOURCE IP and the Licensed Intellectual Property and is also the owner of the goodwill related to or that shall become related to any marks included in the ALTISOURCE IP and the Licensed Marks.

 

 

     b) ALTISOURCE acknowledges that OCWEN is the owner of all right, title and interest in and to the OCWEN IP and is also the owner of the goodwill related to or that shall become related to the marks included in the OCWEN IP.
     c) At the Licensor’s request, the Licensee shall execute any documents reasonably required by the Licensor to confirm the Licensor’s ownership of all rights in and to, for ALTISOURCE as Licensor, the ALTISOURCE IP and the Licensed Intellectual Property, and, for OCWEN as Licensor, the OCWEN IP and the respective rights of ALTISOURCE and OCWEN pursuant to this Agreement. The Licensee shall cooperate with the Licensor in connection with the filing and prosecution by the Licensor of applications to register, for ALTISOURCE, the ALTISOURCE IP and Licensed Intellectual Property and, for OCWEN, the OCWEN IP, and in connection with the maintenance and renewal of any such registrations that may issue.
     d) The Licensee shall use the licensed Intellectual Property strictly in compliance with the legal requirements obtaining in the Territory or wherever the services in connection with which the licensed Intellectual Property may be rendered and shall use such markings in connection therewith as may be required by applicable law.
     e) Any challenge by the Licensee to the rights of the Licensor in the licensed Intellectual Property or any attempt to register licensed Intellectual Property in the Licensee’s or any other party’s name shall be deemed a material and incurable default hereunder.
     f) OCWEN, pursuant to Section 3, shall not use, and shall not cause or permit any third party to use, the Licensed Intellectual Property in any unlawful or deceptive manner or in any other way that is likely to directly or indirectly tarnish, dilute, denigrate, diminish, lessen the value of or invalidate any of Licensed Intellectual Property.
     g) ALTISOURCE, pursuant to Section 4, shall not use, and shall not cause or permit any third party to use, the OCWEN IP in any unlawful or deceptive manner or in any other way that is likely to directly or indirectly tarnish, dilute, denigrate, diminish, lessen the value of or invalidate any of the OCWEN IP.
     h) Any technology or Intellectual Property jointly developed by the Parties shall become the property of ALTISOURCE and shall constitute ALTISOURCE IP. OCWEN shall cooperate with ALTISOURCE in connection with the filing and prosecution by ALTISOURCE of applications to register, for ALTISOURCE, any such jointly developed technology and Intellectual Property, and in connection with the maintenance and renewal of any such registrations that may issue.

 

 

     i) Each of the Parties acknowledges and agrees that (i) OCWEN will continue to own all of its loan servicing data, and (ii) OCWEN will grant to ALTISOURCE free access to such loan servicing data, including, without limitation, allowing ALTISOURCE to backup such loan servicing data in accordance with ALTISOURCE’s reasonable standard practices, and nothing in this Agreement shall limit ALTISOURCE’s ability to use any such data.
     j) Within 120 days of the date hereof, ALTISOURCE shall establish and maintain a copy of the source code and the object code for all Licensed Software, along with programmer’s notes and other materials sufficient to permit OCWEN to understand the design and operation of the Licensed Software (collectively, all such material the “Escrow Material”) in escrow with a recognized escrow agent on terms and conditions reasonably acceptable to OCWEN, including, but not limited to, identifying the occurrence of a Software Change of Control following which OCWEN’s rights to the Licensed Software are materially and adversely impaired as a release condition for the affected Licensed Software (such agreement for escrow shall be referred to as the “Escrow Agreement”). On the last day of each calendar quarter or such other period as the Parties may jointly agree, ALTISOURCE shall deposit into such escrow, Escrow Material corresponding to any new release or upgrades of existing Licensed Software or new Licensed Software that has been licensed to OCWEN during the preceding quarter, if any. None of the Escrow Material shall contain devices of any kind that would prevent the use of the Escrow Material; provided, however, that, if the Licensed Software normally includes password protection, the use of software keys or other devices that disable or limit its use, then the Escrow Material shall include: (1) the passwords, software keys and any other items necessary to allow a party to fully utilize the Licensed Software; (2) instructions for the use of such passwords, software keys and other items: and (3) the means to generate additional passwords, software keys and other such items for subsequent licensees. OCWEN may at any time request verification of the Escrow Material in accordance with the verification procedures set forth in the Escrow Agreement, and ALTISOURCE shall comply with their verification obligations set forth in the Escrow Agreement.
     10. Confidentiality
     a) Confidential Information. The Parties acknowledge that information to be shared between ALTISOURCE and OCWEN may be Confidential Information.
     b) Duty of Confidentiality. To the extent a Party (“Disclosing Party”) shares Confidential Information with the other Party (“Receiving Party”), the Receiving Party agrees to secure and protect the confidentiality of the Disclosing Party’s Confidential Information in a manner consistent with the maintenance of the Disclosing Party’s rights therein, using at least as great a degree of care as the Receiving Party uses to maintain the confidentiality of its own Confidential Information of a similar nature, but in no event using less than a commercially reasonable degree of care. The Receiving Party shall not disclose, disseminate, or otherwise publish or communicate the Disclosing Party’s Confidential Information to any person, firm, corporation, or other third party without the prior written consent of the Disclosing Party, except to the Receiving Party’s direct and

 

 

indirect employees, consultants, and representatives who have a need to know and who have been informed of and made subject to obligations corresponding to the Receiving Party’s obligations hereunder.
     c) Breach of Confidentiality. The Parties agree that in the event of a breach of this Section by a Receiving Party or its direct or indirect employees, consultants, or representatives, the Disclosing Party may suffer irreparable damage for which monetary relief may be inadequate. Accordingly, in addition to any other remedies available to it, the Disclosing Party shall be entitled to equitable relief, including specific performance and other injunctive relief, without the necessity of posting a bond.
     11. Termination
     a) If either Party materially defaults in the performance of any provision of this Agreement and such default is not cured within thirty (30) days after receiving notice of such default from the non-defaulting Party, the non-defaulting Party shall be entitled to terminate this Agreement effective immediately upon delivery of final written notice to the defaulting Party.
     b) If a Party (i) becomes insolvent, (ii) files a petition in bankruptcy or insolvency, is adjudicated bankrupt or insolvent or files any petition or answer seeking reorganization, readjustment or arrangement of its business under any law relating to bankruptcy or insolvency, or if a receiver, trustee or liquidator is appointed for any of the property of the Party and within 60 days thereof such Party fails to secure a dismissal thereof or (iii) makes any assignment for the benefit of creditors, then and in that event only, the Party that is not the subject of such proceedings may terminate this Agreement immediately upon written notice.
     12. Post-Termination; Expiration of Rights and Obligations
     a) If this Agreement is terminated for any cause or no cause or expires, all rights to use the Licensed Intellectual Property granted under this Agreement shall forthwith revert to ALTISOURCE, and OCWEN and its receivers, representatives, trustees, agents, administrators, successors, or permitted assigns shall have no right after the effective date of termination to use or exploit any Licensed Intellectual Property, including no right to use, sell, ship, market, or distribute products, services, or promotional materials bearing the Licensed Marks, unless they have received the prior written approval of ALTISOURCE. All materials bearing the Licensed Marks and all copies of materials embodying or incorporating the Licensed Intellectual Property shall be destroyed or disposed of in a manner authorized by ALTISOURCE. Upon ALTISOURCE’s request, OCWEN shall provide evidence satisfactory to ALTISOURCE of destruction or other disposition of such materials and things. OCWEN must do all things necessary to withdraw all filings that reflect OCWEN as a registered, licensed, or authorized user of any Licensed Intellectual Property.
     b) If this Agreement is terminated for any cause or no cause or expires, all rights to use the OCWEN IP granted under this Agreement shall forthwith revert to

 

 

OCWEN, and ALTISOURCE and its receivers, representatives, trustees, agents, administrators, successors, or permitted assigns shall have no right after the effective date of termination to use or exploit any OCWEN IP, including no right to use, sell, ship, market, or distribute products, services, or promotional materials bearing the marks contained in the OCWEN IP, unless they have received the prior written approval of OCWEN. All materials bearing the marks contained in the OCWEN IP and all copies of materials embodying or incorporating the OCWEN IP shall be destroyed or disposed of in a manner authorized by OCWEN. Upon OCWEN’s request, ALTISOURCE shall provide evidence satisfactory to OCWEN of destruction or other disposition of such materials and things. ALTISOURCE must do all things necessary to withdraw all filings that reflect ALTISOURCE as a registered, licensed, or authorized user of any OCWEN IP.
     c) If this Agreement is terminated for any cause or no cause or expires, all materials containing Confidential Information of a Disclosing Party shall be destroyed or disposed of in a manner authorized by the Disclosing Party. Upon the Disclosing Party’s request, the Receiving Party shall provide evidence satisfactory to the Disclosing Party of destruction or other disposition of such materials and things.
     d) Upon termination, all payments due a Licensor shall become immediately due and payable.
     13. Notice of Infringement and Cooperation
     a) ALTISOURCE, if it so desires, may commence to prosecute any proceedings, claims, or suits to protect the Licensed Intellectual Property in ALTISOURCE’s own name or in the name of OCWEN or join OCWEN as a party thereto. OCWEN agrees to supply ALTISOURCE with such information as ALTISOURCE may reasonably request, including information regarding sales and promotion, to aid ALTISOURCE in the acquisition, maintenance, and renewal of applications and registrations of the Licensed Intellectual Property, in the recordal of this Agreement, in the entry of OCWEN as a registered or authorized user of the Licensed Intellectual Property, or in furtherance of any other purpose related to the acquisition, preservation, protection, or defense of the Licensed Intellectual Property.
     b) OCWEN, if it so desires, may commence to prosecute any proceedings, claims, or suits to protect the OCWEN IP in OCWEN’s own name or in the name of ALTISOURCE or join ALTISOURCE as a party thereto. ALTISOURCE agrees to supply OCWEN with such information as OCWEN may reasonably request, including information regarding sales and promotion, to aid OCWEN in the acquisition, maintenance, and renewal of applications and registrations of the OCWEN IP, in the recordal of this Agreement, in the entry of ALTISOURCE as a registered or authorized user of the OCWEN IP or in furtherance of any other purpose related to the acquisition, preservation, protection, or defense of the OCWEN IP.
     c) Each Licensee agrees to notify the Licensor promptly in writing in the event it becomes aware of any third party infringing, misusing, or otherwise violating any of the rights of the Licensor in its Intellectual Property, or who the Licensee believes is,

 

 

or may be infringing, diluting, or otherwise derogating the Intellectual Property of the Licensor. The Licensor may, in its sole discretion, take action against such third party to enforce its interests in its Intellectual Property, and in such event shall be entitled to retain all monetary recovery from any such third party by way of judgment, settlement, or otherwise. The Licensee agrees to cooperate promptly and fully with any such effort, provided, however, that the Licensor shall reimburse the Licensee for all of its out-of-pocket expenses, not including attorneys’ fees, incurred as a result of such assistance.
     14. Dispute Resolution.
     a) It is the intent of the Parties to use reasonable best efforts to resolve expeditiously any dispute, controversy or claim between or among them with respect to the matters covered hereby that may arise from time to time on a mutually acceptable negotiated basis. In furtherance of the foregoing, a Party involved in a dispute, controversy or claim may deliver a notice (an “Escalation Notice”) demanding an in-person meeting involving representatives of the Parties at a senior level of management (or if the Parties agree, of the appropriate strategic business unit or division within such entity). A copy of any such Escalation Notice shall be given to the General Counsel, or like officer or official, of the Party involved in the dispute, controversy or claim (which copy shall state that it is an Escalation Notice pursuant to this Agreement). Any agenda, location or procedures for such discussions or negotiations between the Parties may be established by the Parties from time to time; provided, however, that the Parties shall use commercially reasonable efforts to meet within 30 days of the Escalation Notice.
     15. Indemnification
     a) OCWEN shall indemnify, defend and hold harmless ALTISOURCE, each other member of the ALTISOURCE Group and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “ALTISOURCE Indemnitees”) with legal counsel reasonably acceptable to ALTISOURCE from and against all demands, claims, injuries, losses, damages, actions, suits, causes of action, proceedings, judgments, liabilities, and expenses, including attorneys’ fees, court costs, and other legal expenses, arising out of or connected with the violation of the proprietary rights of any third party through OCWEN’s actions, including, but not limited to, liability due solely to the negligence or recklessness of OCWEN, or of a breach of any representation or warranty made by OCWEN in this Agreement. ALTISOURCE shall give to OCWEN notice of any such claim or suit as soon as possible and afford OCWEN the opportunity to defend the claim at its own expense through counsel of its own choice. Unless approved in writing, OCWEN, its representatives, agents, and assigns shall not voluntarily settle any such claim or suit in a manner that might in any way adversely affect or be in derogation of any rights of ALTISOURCE in and to the Licensed Intellectual Property or constitute any admission in respect thereof or otherwise. Nothing herein shall preclude ALTISOURCE from participating in any manner through counsel of its own choosing at its own expense, and no approval by ALTISOURCE of any action by OCWEN shall

 

 

affect any right of ALTISOURCE to indemnification hereunder. ALTISOURCE agrees to cooperate to the extent reasonably necessary to reduce or eliminate the indemnified liability.
     b) ALTISOURCE shall indemnify, defend and hold harmless OCWEN, each other member of the OCWEN Group and each of their respective former and current directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “OCWEN Indemnitees”) with legal counsel reasonably acceptable to OCWEN from and against all demands, claims, injuries, losses, damages, actions, suits, causes of action, proceedings, judgments, liabilities, and expenses, including attorneys’ fees, court costs, and other legal expenses, arising out of or connected with the violation of the proprietary rights of any third party through ALTISOURCE’s actions, including, but not limited to, liability due solely to the negligence or recklessness of ALTISOURCE, or of a breach of any representation or warranty made by ALTISOURCE in this Agreement. OCWEN shall give to ALTISOURCE notice of any such claim or suit as soon as possible and afford ALTISOURCE the opportunity to defend the claim at its own expense through counsel of its own choice. Unless approved in writing, ALTISOURCE, its representatives, agents, and assigns shall not voluntarily settle any such claim or suit in a manner that might in any way adversely affect or be in derogation of any rights of OCWEN or constitute any admission in respect thereof or otherwise. Nothing herein shall preclude OCWEN from participating in any manner through counsel of its own choosing at its own expense, and no approval by OCWEN of any action by ALTISOURCE shall affect any right of OCWEN to indemnification hereunder. OCWEN agrees to cooperate to the extent reasonably necessary to reduce or eliminate the indemnified liability.
     16. Representations and Warranties
     a) OCWEN represents on behalf of itself and each member of the OCWEN Group, and ALTISOURCE represents on behalf of itself and each member of the ALTISOURCE Group, as follows:
          i) each Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform each of this Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby; and
          ii) this Agreement will be on or prior to the Separation Date duly executed and delivered by it and constitutes, or will constitute, a valid and binding agreement of it enforceable in accordance with the terms thereof.
     17. DISCLAIMERS OF WARRANTIES
     a) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ALTISOURCE HAS NOT MADE, AND IS NOT MAKING, ANY REPRESENTATION OR WARRANTY TO OCWEN, INCLUDING WITH RESPECT

 

 

TO THE LICENSED INTELLECTUAL PROPERTY, THE SERVICES, OR THE PROSPECTS OF THE BUSINESS TO BE CONDUCTED BY OCWEN. EXCEPT AS EXPRESSLY WARRANTED HEREIN, ALTISOURCE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND DURABILITY; ANY WARRANTY WITH RESPECT TO INTELLECTUAL PROPERTY INFRINGEMENT; AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. ALTISOURCE DOES NOT WARRANT THAT ANY SOFTWARE OR SERVICES COVERED UNDER THIS AGREEMENT WILL MEET ALL OF OCWEN’S REQUIREMENTS OR THAT THE USE OF ANY SOFTWARE WILL BE UNINTERRUPTED (FOR WHATEVER REASON), BE FREE FROM PROGRAMMING OR OTHER ERRORS, OR WILL BE SAFE FROM VIRUSES, WORMS OR SECURITY BREACHES. ALTISOURCE HAS NOT AUTHORIZED AND DOES NOT AUTHORIZE ANYONE TO MAKE ANY WARRANTIES ON ALTISOURCE’S BEHALF.
     b) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, OCWEN HAS NOT MADE, AND IS NOT MAKING, ANY REPRESENTATION OR WARRANTY TO ALTISOURCE, INCLUDING WITH RESPECT TO THE OCWEN IP, THE ALTISOURCE IP, THE SERVICES IT WILL PROVIDE TO ALTISOURCE, OR THE PROSPECTS OF THE BUSINESS TO BE CONDUCTED BY ALTISOURCE. EXCEPT AS EXPRESSLY WARRANTED HEREIN, OCWEN EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND DURABILITY; ANY WARRANTY WITH RESPECT TO INTELLECTUAL PROPERTY INFRINGEMENT; AND ANY WARRANTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. OCWEN DOES NOT WARRANT THAT ANY SOFTWARE OR SERVICES COVERED UNDER THIS AGREEMENT WILL MEET ALL OF ALTISOURCE’S REQUIREMENTS OR THAT THE USE OF ANY SOFTWARE WILL BE UNINTERRUPTED (FOR WHATEVER REASON), BE FREE FROM PROGRAMMING OR OTHER ERRORS, OR WILL BE SAFE FROM VIRUSES, WORMS OR SECURITY BREACHES. OCWEN HAS NOT AUTHORIZED AND DOES NOT AUTHORIZE ANYONE TO MAKE ANY WARRANTIES ON OCWEN’S BEHALF.
     18. LIMITATION OF LIABILITY
REGARDLESS OF THE FORM OR NATURE OF ANY ACTION, CAUSE OF ACTION, OR CLAIM, UNDER NO CIRCUMSTANCES SHALL A PARTY BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTIAL, CONSEQUENTIAL OR TREBLE DAMAGES OF ANY CHARACTER; ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF BUSINESS REVENUE, LOSS OF INCOME, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY; FAILURE TO REALIZE EXPECTED SAVINGS; OR COSTS OF COVER, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE

 

 

LICENSED INTELLECTUAL PROPERTY, THE OCWEN IP, OR THE ALTISOURCE IP, EVEN IF THE PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
     19. Costs and Expenses
     a) Each Party shall bear and pay all costs and expenses arising in connection with its performance under this Agreement.
     b) In the event that a Licensee does not make any payment required under the provisions of this Agreement to a Licensor when due in accordance with the terms hereof, the Licensor may, at its option, charge the Licensee interest on the unpaid amount at the rate of 2% per annum above the prime rate charged by JPMorgan Chase Bank, N.A. (or its successor). In addition, the Licensee shall reimburse the Licensor for all costs of collection of overdue amounts, including any reasonable attorneys’ fees.
     c) Should either Party incur any costs, including attorneys’ or experts’ fees, as a result of a material breach of this Agreement by the other Party, the breaching Party shall be liable to the non-breaching Party for all such costs in addition to any other relief to which the non-breaching Party may be entitled.
     20. Miscellaneous
     a) Counterparts; Entire Agreement; Corporate Power.
          i) This Agreement and each other Ancillary Agreement may be executed in one or more counterparts, including by facsimile, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each party hereto or thereto and delivered to the other parties hereto or thereto.
          ii) This Agreement and the exhibits and schedules hereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties with respect to the subject matter hereof other than those set forth or referred to herein or therein.
     b) Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the internal laws of the State of New York applicable to contracts made and to be performed wholly in such State and irrespective of the choice of law principles of the State of New York, as to all matters.
     c) Assignability. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns. No Party hereto may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other party hereto; provided, however,

 

 

that either Party may assign this Agreement without the consent of the other party to any third party that acquires, by any means, including by merger or consolidation, all or substantially all the consolidated assets of such Party, subject to Section 9j in the case of a Software Change of Control. Further, any assignee of any licensed Intellectual Property hereunder or any Person who acquires any right or title to any licensed Intellectual Property following a Software Change of Control or otherwise shall take such licensed Intellectual Property subject to the license set forth herein. Any purported assignment in violation of this Section 20(c) shall be void and shall constitute a material breach of this Agreement.
     d) Third-Party Beneficiaries. Except for the indemnification rights under this Agreement of any OCWEN Indemnitee or ALTISOURCE Indemnitee in their respective capacities as such, (a) the provisions of this Agreement are solely for the benefit of the Parties hereto and are not intended to confer upon any Person except the Parties hereto any rights or remedies hereunder and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.
     e) Notices. All notices or other communications under this Agreement or any Ancillary Agreement shall be in writing and shall be deemed to be duly given when (a) delivered in person, (b) sent by telecopier (except that, if not sent during normal business hours for the recipient, then at the opening of business on the next business day for the recipient) to the fax numbers set forth below or (c) deposited in the United States mail or private express mail, postage prepaid, addressed as follows:
If to OCWEN, to:
Ocwen Financial Corporation
1661 Worthington Road, Suite 100
West Palm Beach, Florida 33409
Attn: Corporate Secretary
Fax No.: (561)  ###-###-####
If to ALTISOURCE to:
Altisource Solutions S.à r.l.
2-8 Avenue Charles De Gaulle
L-1653 Luxembourg
Attn: Corporate Secretary
Fax No.: 352-2744-9499
          Either Party may, by notice to the other Party, change the address to which such notices are to be given.
     f) Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be

 

 

invalid, void or unenforceable, the remaining provisions hereof or thereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby or thereby, as the case may be, is not affected in any manner materially adverse to either Party. Upon any such determination, the Parties shall negotiate in good faith in an effort to agree upon a suitable and equitable provision to effect the original intent of the Parties.
     g) Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
     h) Survival of Covenants. Except as expressly set forth in this Agreement, the covenants in this Agreement and the liabilities for the breach of any obligations in this Agreement contained in Sections 2, 3, 4, 7b, 8, 9, 10, 12, 13, 14, 15, 16, 17, 18, 19, and 20 shall survive the termination or expiration of this Agreement.
     i) Waivers of Default. Waiver by any Party hereto of any default by any other Party hereto of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default.
     j) Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party or Parties who are to be hereby or thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The other Party or Parties shall not oppose the granting of such relief. The Parties to this Agreement agree that the remedies at law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived.
     k) Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any Party hereto, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.
     l) Interpretation. Words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other genders as the context requires. The terms “hereof,” “herein, “and “herewith” and words of similar import, unless otherwise stated, shall be construed to refer to this Agreement as a whole (including all of the schedules and exhibits hereto) and not to any particular provision of this Agreement. Section, Exhibit, and Schedule references are to the sections, exhibits, and schedules of or to this Agreement unless otherwise specified. Any reference herein

 

 

to this Agreement, unless otherwise stated, shall be construed to refer to this Agreement as amended, supplemented or otherwise modified from time to time, as permitted by the terms hereof. The word “including” and words of similar import when used in this Agreement shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified. The word “or” shall not be exclusive. There shall be no presumption of interpreting this Agreement or any provision hereof against the draftsperson of this Agreement or any such provision.
     m) Jurisdiction; Service of Process; Limitations. Any action or proceeding arising out of or relating to this Agreement shall be brought in the courts of the State of New York located in the County of New York or in the United States District Court for the Southern District of New York (if any party to such action or proceeding has or can acquire jurisdiction), and each of the Parties hereto irrevocably submits to the exclusive jurisdiction of each such court in any such action or proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the action or proceeding shall be heard and determined only in any such court and agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. The Parties to this Agreement agree that any of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained agreement between the Parties hereto irrevocably to waive any objections to venue or to convenience of forum. Process in any action or proceeding referred to in the first sentence of this Section may be served on any Party to this Agreement anywhere in the world. Neither Party hereto may bring an action against the other under this Agreement (whether for breach of contract, negligence or otherwise) more than twelve months after that Party becomes aware of the cause of action or one year after the termination of this Agreement, whichever is shorter.
     n) WAIVER OF JURY TRIAL. EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY, WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.
     o) Relationship. The Parties are independent contractors and none of the Parties is an employee, partner or joint venturer of the other. Under no circumstances shall any of the employees of a Party be deemed to be employees of the other Party for any purpose. No Party shall have the right to bind any other Party to any agreement with a third party or to represent itself as a partner or joint venturer of the other by reason of this Agreement.
     p) Compliance with Laws. The Parties shall each comply with all applicable laws and regulations and shall obtain all appropriate government approvals pertaining to their respective operations.
     q) Force Majeure. If the performance of this Agreement is interfered with by any circumstance beyond the reasonable control of the Party affected, including without

 

 

limitation governmental authority to grant any consent, approval, waiver, or authorization, or any delay on the part of any governmental authority in granting any consent, approval, waiver, or authorization, manufacturer or equipment vendor delays or deficiencies including ability to process correctly calendar date-related data, delays in repair or maintenance of sites due to restricted access by third parties, delays or barriers to construction or coverage resulting from local zoning restrictions or frequency coordination issues with incumbent wireless users, acts of God, such as fire, flood, earthquake, or other natural cause, terrorist events, riots, insurrections, war or national emergency, or strikes, boycotts, lockouts or other labor difficulties, the Party affected by the force majeure is excused on a day-by-day basis to the extent of the interference; provided that such Party shall use commercially reasonable efforts to avoid or remove the causes of such nonperformance.
     r) Incorporation of Schedules and Exhibits. The Parties agree that Schedules I and II and Exhibit A are a part of this Agreement and may be modified to add, delete, or otherwise change the terms of this Agreement from time to time. Such modified or additional schedules and exhibits shall become a part of this Agreement from the date of such modification.
* * * * * *

 

 

     IN WITNESS WHEREOF, the Parties have caused this Intellectual Property Agreement to be executed as of the date first written above by their duly authorized representatives.
         
  OCWEN FINANCIAL CORPORATION
 		  
  By  /s/ Ronald M. Faris    
    Name:   Ronald M. Faris   
    Title:   President   
 
  ALTISOURCE SOLUTIONS S.À R.L.
 		  
  By  /s/ William B. Shepro    
    Name:   William B. Shepro   
    Title:   Manager   
 
[Intellectual Property Agreement]

 

 

SCHEDULE I
ALTISOURCE INTELLECTUAL PROPERTY
Part A to Schedule I of Intellectual Property Agreement:
Patents
Patents
Issued
             
U.S. PTO Patent No.   Issue Date   Title   Inventors
7,412,418
  8/12/2008   Expense Tracking, Electronic Ordering, Invoice Presentment, and Payment System and Method   William C. Erbey, Russell Bulman, Robert J. Leist, Mary Edgecomb, Donald Vetal, Armand Bonola, Stephanie Hudson, Jeffrey Neufeld, Debra Toussaint-Blackman, Rosemary Weaver, Sandra Blum, Federico Bucspun
Pending
             
Ser. No.   Filing Date   Title   Inventors
 
            
U.S.
10/918,699
  8/16/2004   Method and System for Providing Customer Relations Information   William C. Erbey, Scott Paul Conradson
 
            
U.S.
10/937,879
  9/10/2004   Method and System for Vendor Management   Ralph J. Behmoiras
William C. Erbey
Arthur J. Castner
Christopher Kennedy
Keith S. Reno
 
            
U.S.
09/512,845
  2/25/2000   Method for Workflow
Processing Through
Computer Network 		  Ravi Ramanathan
Edmund M. Johnson
Michael A. Graves
 
            
U.S.
10/408,079
  4/4/2003   Method and Apparatus for Providing Selective Access to Information   Scott William Anderson

 

 

             
Ser. No.   Filing Date   Title   Inventors
 
            
U.S.
10/102,104
  3/19/2002   Management and Reporting System and Process for Use with Multiple Disparate Database   Christopher M. Ruby
Chase N. Tessman
Michael R. Langolf
 
            
U.S.
10/957,689
  10/5/2004   Management and Reporting System and Process for Use with Multiple Disparate Database   Christopher M. Ruby
Chase N. Tessman
Michael R. Langolf
 
            
U.S.
11/141,209
  6/1/2005   Call Center Services System and method   Dale Pickford
 
            
U.S.
11/301,247
  12/13/2005   Product Optimizer   Christopher
KennedyWilliam
ErbeyBryan Hurley
 
            
U.S.
11/727,225
  4/4/2003   Method and Apparatus for Providing Selective Access to Information   Scott William Anderson
 
            
U.S.
11/803,306
  5/22/2006   Method and system for Loan Closing   William Erbey
Christopher
Kennedy
Bryan Hurley

 

 

             
Ser. No.   Filing Date   Title   Inventors
 
            
U.S.
11/802,308
  5/22/2007   Method And System
For Exchange 		  William Erbey
Christopher Kennedy
Bryan Hurley
Andrew Combs
 
            
U.S.
12/111,714
  04/29/2008 (parent
filing 12/08/2003) 		  Expense Tracking, Electronic Ordering, Invoice Presentment, and Payment System and Method   William C. Erbey
Russell Bulman
Robert J. Leist
Mary Edgecomb
Donald Vetal
Armand Bonola
Stephanie Hudson
Jeffrey Neufeld
Debra Toussaint-Blackman
Rosemary Weaver
Sandra Blum
Federico Bucspun
 
            
U.S.
12/335,196
  12/15/2008   Vendor Assurance   Christopher Kennedy
Bryan Hurley
 
            
U.S. utility
  Unfiled   Method and System for Collections Optimization   William C. Erbey
Ron Faris
Ashish Pandey
Amanjeet Saluja
Deepak Dhayanithy
Saurav Chawla
Seth Carter
 
            
U.S.
12/334,168
  12/12/2008   Ocwen Exchange   Christopher Kennedy

 

 

             
Ser. No.   Filing Date   Title   Inventors
 
            
U.S.
12/404,958
  3/16/2009   EXPENSE TRACKING,
ELECTRONIC
ORDERING, INVOICE
PRESENTMENT, AND
PAYMENT SYSTEM AND
METHOD 		  Russell Bulman;
Sandra Blum
 
            
U.S.
60/163,228
  3/25/2009   APPARATUS AND
METHOD FOR MODELING
LOAN ATTRIBUTES 		  SALUJA, Amanjeet;
GUPTA, Ankush;
DHAYANITHY, Deepak;
GUGLANI, Raman;
 
            
IN
2743 MUM 2008
  12/31/2008   Method and System for Collections Optimization   William C. Erbey
Ron Faris
Ashish Pandey
Amanjeet Saluja
Deepak Dhayanithy
Saurav Chawla
Seth Carter
 
            
IN
979 MUM 2009
  4/15/2009   APPARATUS AND
METHOD FOR MODELING
LOAN ATTRIBUTES 		  SALUJA, Amanjeet;
GUPTA, Ankush;
DHAYANITHY, Deepak;
GUGLANI, Raman;

 

 

Part B to Schedule I of Intellectual Property Agreement:
Trademarks
             
Trademarks
Registered
 
Country   Trademark   Reg. No.   Class
 
            
European Community
   REALSynergy & Design (Black & White)   6380951   09 , 36, 38
 
            
European Community
   REALSynergy Logo (Black & White)   6380943   09 , 36 , 38
 
            
European Community
   REALTRANS   1174531   38
 
            
European Community
   REALTRANS & Arrow Design   1174515   38
 
            
European Community
   REALTRANS.COM   1174440   38
 
            
European Community
   WWW.REALTRANS.COM   1174473   38
 
            
Japan
   REALSAMM   4690653   09
 
            
Switzerland
   REALPORTAL   578928   09 , 42
 
            
Switzerland
   REALSAMM   578931   09
 
            
Switzerland
   REALSERVICING   578930   09 , 42
 
            
Switzerland
   REALSynergy & Design (Black & White)   569462   09
 
            
Switzerland
   REALSynergy Logo (Black & White)   569461   09
 
            
Switzerland
   REALTRANS   578929   38
 
            
Taiwan
   REALSAMM   092007306   09
 
            
United States of America
   REALPORTAL   3333964   09 , 42
 
            
United States of America
   REALREMIT   3083245   09
 
            
United States of America
   REALREMIT   3283741   38
 
            
United States of America
   REALREMIT   3493927   35 , 36
 
            
United States of America
   REALSAMM   2863435   09
 
            
United States of America
   REALSERVICING   2813709   09 , 42

 

 

             
 
Country   Trademark   Reg. No.   Class
 
            
United States of America
   REALSYNERGY   2729544   09
 
            
United States of America
   REALSynergy & Design (Black & White)   3481637   09
 
            
United States of America
   REALSynergy Logo (Black & White)   3334360   09
 
            
United States of America
   REALTRANS   2470168   38
 
            
United States of America
   WE MAKE YOUR LOANS WORTH MORE   3410572   35 , 36
 
            
Benelux
   ALTISOURCE*   1179382   09, 35, 36, 38, 39, 42
 
            
Benelux
   ALTISOURCE PORTFOLIO SOLUTIONS*   1179383   09, 35, 36, 38, 39, 42
             
Pending
 
Country   Mark   App. No.   Class
 
            
European Community
   THINKING AHEAD. DELIVERING TODAY.   8210155   09 , 35 , 36 , 38 , 42
 
            
European Community
   REALDOC   8216673   09 , 39, 42
 
            
India
   THINKING AHEAD. DELIVERING TODAY.   1804060   09 , 35 , 36 , 38 , 42
 
            
India
   REALDOC   1807108   09 , 39, 42
 
            
India
   REALPORTAL   1701114   09 , 42
 
            
India
   REALREMIT   1701116   09 , 35 , 36 , 38
 
            
India
   REALSAMM   1701113   09
 
            
India
   REALSERVICING   1701115   09 , 42
 
            
India
   REALSYNERGY   1701111   09
 
            
India
   REALSynergy & Design (Black & White)   1613797   09
 
            
India
   REALSynergy Logo (Black & White)   1613796   09
 
            
India
   REALTRANS   1701112   38
 
            
Norway
   THINKING AHEAD. DELIVERING TODAY.       09 , 35 , 36 , 38 , 42
 
            
Switzerland
   THINKING AHEAD. DELIVERING TODAY.       09 , 35 , 36 , 38 , 42
 
            
Switzerland
   REALDOC   506092009   09 , 39, 42
 
*   Denotes intellectual property that is owned by Altisource Portfolio Solutions S.A. (formerly known as Altisource Portfolio Solutions S.à r.l., formerly known as Ocwen Luxembourg S.à r.l.) prior to the Separation. Such intellectual property is being included on this Schedule for clarification purposes.

 

 

             
Country   Mark   App. No.   Class
 
            
Switzerland
   REALREMIT   583202008   09 , 35 , 36 , 38
 
            
Switzerland
   REALSYNERGY   583182008   09
 
            
Turkey
   THINKING AHEAD. DELIVERING TODAY.       09 , 35 , 36 , 38 , 42
 
            
United States of America
   HELPING HOMEOWNERS IS WHAT WE DO!   77/103348   35 , 36
 
            
United States of America
   REALDOC   77/596166   09 , 39, 42
 
            
United States of America
   THE LEADER IN LOSS MITIGATION!   77/125656   35 , 36
 
            
United States of America
   THINKING AHEAD. DELIVERING TODAY.   77/593386   09 , 35 , 36 , 38 , 42
 
            
Uruguay
   THINKING AHEAD. DELIVERING TODAY.   401.096   09 , 35 , 36 , 38 , 42
 
            
Benelux
   ALTISOURCE PORTFOLIO SOLUTIONS & Design*   1182601   09, 35, 36, 38, 39, 42
 
            
Canada
   ALTISOURCE*   1437569   09, 35, 36, 38, 39, 42
 
            
Canada
   ALTISOURCE PORTFOLIO SOLUTIONS*   1437570   09, 35, 36, 38, 39, 42
 
            
European Community
   ALTISOURCE*   8226177   09, 35, 36, 38, 39, 42, 45
 
            
European Community
   ALTISOURCE PORTFOLIO SOLUTIONS*   8226185   09, 35, 36, 38, 39, 42, 45
 
            
India
   ALTISOURCE*   Awaiting   09, 35, 36, 38, 39, 42
 
            
India
   ALTISOURCE PORTFOLIO SOLUTIONS*   Awaiting   09, 35, 36, 38, 39, 42
 
            
Mauritius
   ALTISOURCE*   MUM0909355   09, 35, 36, 38, 39, 42
 
            
Mauritius
   ALTISOURCE PORTFOLIO SOLUTIONS*   MUM0909356   09, 35, 36, 38, 39, 42
 
            
Norway
   ALTISOURCE*   200904134   09, 35, 36, 38, 39, 42
 
            
Norway
   ALTISOURCE PORTFOLIO SOLUTIONS*   200904135   09, 35, 36, 38, 39, 42
 
*   Denotes intellectual property that is owned by Altisource Portfolio Solutions S.A. (formerly known as Altisource Portfolio Solutions S.à r.l., formerly known as Ocwen Luxembourg S.à r.l.) prior to the Separation.

 

 

             
Country   Mark   App. No.   Class
 
            
Switzerland
   ALTISOURCE*   54711/2009   09, 35, 36, 38, 39, 42
 
            
Switzerland
   ALTISOURCE PORTFOLIO SOLUTIONS*   54708/2009   09, 35, 36, 38, 39, 42
 
            
Turkey
   ALTISOURCE*   Awaiting   09, 35, 36, 38, 39, 42
 
            
Turkey
   ALTISOURCE PORTFOLIO SOLUTIONS*   Awaiting   09, 35, 36, 38, 39, 42
 
            
United States of America
   ALTISOURCE*   77/726139   09, 35, 36, 38, 39, 42
 
            
United States of America
   ALTISOURCE PORTFOLIO SOLUTIONS*   77/726143   09, 35, 36, 38, 39, 42
 
            
Uruguay
   ALTISOURCE*   401631   09, 35, 36, 38, 39, 42

 

 

Part C to Schedule I of Intellectual Property Agreement:
Domain Names
Domain Names
alti-ltd.com
altiportfoliosolutions.com
alti-ps.com
altisource.ch
altisourcelimited.com
altisource-ltd.com
altisourceportfoliosolution.com
altisource-ps.com
altisource-pslimited.com
altisourceus.com
ora-rmsi.com
pmos-llc.com
premiumtitleservices.com
realportal.com
realremit.com
realsamm.biz
realsamm.com
realservicing.biz
realservicing.net
realtrans.biz
realtrans.com
realtrans.info
realtrans.net
synergysoftware.com
Alitsourcebid.com
Alitsourcebid.net
Alitsourcebid.org
Alitsourcebid.us
Alitsourcebid.biz
Altisourcebid.com
Altisourcebid.net
Altisourcebid.org
Altisourcebid.us
Altisourcebid.biz
Altisourcehomes.com
Altisourcehomes.net
Altisourcehomes.us
Altisourcehomes.org
Altisourcehomes.biz
Altisource-homes.com
Altisource-homes.net
Altisource-homes.us

 

 

Altisource-homes.org
Altisource-homes.biz
AltisourceHome.com
Altisourcehome.net
Altisourcehome.us
Altisourcehome.org
Altisourcehome.biz
altisource.eu
altisourceportfoliosolutions.eu
altisource.lu
altisourceportfoliosolutions.lu
altisourceportfoliosolutions.ch
altisource.in
altisourceportfoliosolutions.in
altisource.ca
altisourceportfoliosolutions.ca
altisource.com.mx
altisourceportfoliosolutions.com.mx
altisource.cn
altisourceportfoliosolutions.cn
altisource.tw
altisourceportfoliosolutions.tw
altisource.hk
altisourceportfoliosolutions.hk
altisource.co.nz
altisourceportfoliosolutions.co.nz
altisource.ru
altisourceportfoliosolutions.ru
altisource.net
altisourceportfoliosolutions.net
altisource.org
altisourceportfoliosolutions.org
altisourceportfoliosolution.com
globalservicingsolutions.com

 

 

Part D to Schedule I of Intellectual Property Agreement:
Copyrights
         
Registered Copyrights
 
  
Title of Work   Registration No.   Registration Date
IMAP software
  TXu000999586   May 22, 2001

 

 

     
Unregistered Copyrights
 
  
Title of Material   Location
BROCHURES/GUIDES/PAPERS
    
 
    
Outsourcing for Maximum Returns: Four rules for moving beyond cost cutting to strategic market advantage
  http://www.ocwenbusiness.com/BPO/bs_bpo.cfm#
 
    
Hybrid Outsourcing Solutions: A case study on what one top loan originator did to slash underwriting costs
  http://www.ocwenbusiness.com/BPO/bs_bpo.cfm#
 
    
Mortgage Industry Outsourcing
Survey: What the Mortgage Industry Players Really Think
  http://www.ocwenbusiness.com/BPO/bs_bpo.cfm#
 
    
Commercial Outsourcing White Paper
  http://www.ocwenbusiness.com/BPO/bs_resources.cfm
 
    
Monthly newsletters
  http://www.ocwenbusiness.com/
 
    
Your Guide to Understanding Mortgage
  http://www.ocwencustomers.com/documents/pdf/Servicing_Brochure.pdf
 
    
Money Management 101
  http://www.ocwencustomers.com/documents/pdf/UandM_Credit.pdf
 
    
Making Timely Mortgage Payments
  http://www.ocwencustomers.com/documents/pdf/Timely_Payments.pdf
 
    
Understanding Your Credit Score
  http://www.ocwencustomers.com/em_credit_score.cfm
 
    
Ocwen’s 15 Point Loan Servicing Customer Commitment Plan
  http://www.ocwencustomers.com/cp_cc.cfm
 
    
Global Servicing Solutions Canada Corp. Secures First Master Servicing Contract
  http://www.globalservicingsolutions.com/Press/OCN-08-02f.pdf
 
    
Global Servicing Solutions LLC Establishes Loan and Real Estate Servicing Office in Canada
  http://www.globalservicingsolutions.com/Press/ocn1118f.pdf
 
    
Global Servicing Solutions Canada Corp. Receives S&P Commercial Mortgage Servicer Rating
  http://www.globalservicingsolutions.com/Press/ocn0223f.pdf
 
    
US — Structured Finance Servicer Evaluation — Commercial Mortgage Servicer : Ocwen
  http://www.globalservicingsolutions.com/Press/OcwenV3.pdf
 
    
Ocwen Live Wire Newsletters (June 2007 — October 2007)
  http://www.ocwenbusiness.com/documents/doc/June __ 2007_Livewire.doc;
http://www.ocwenbusiness.com/documents/doc/July__2007_Livewire.doc;
http://www.ocwenbusiness.com/documents/doc/August__2007_Livewire.doc;
http://www.ocwenbusiness.com/documents/doc/September__2007_Livewire.doc;
http://www.ocwenbusiness.com/documents/doc/October__2007_Livewire.doc
 
    
SOFTWARE
    
 
    
REALTrans
  Ocwen-India
 
    
REALSAMM
  Ocwen-India
 
    
REALSynergy
  Ocwen-India

 

 

     
Title of Material   Location
REALPortal
  Ocwen-India
 
    
REALRemit
  Ocwen-India
 
    
REALServicing
  Ocwen-India
 
    
REALResolution
  Ocwen-India
 
    
REALDoc
  Ocwen-India
 
    
CIS (Customizable Imaging System)
  Ocwen-India
 
    
WEBSITES
    
 
    
globalservicingsolutions.com
    
 
    
ora-rmsi.com
    
 
    
realportal.com
    
 
    
realtrans.com
    

 

 

Part E to Schedule I of Intellectual Property Agreement:
Trade Secrets
Trade Secrets
REALTrans
ORA Web Portal
REALB2B
REALRemit
REALSAMM
REALSynergy
REALPortal
REALServicing
REALResolution (including Loss Mitigation, Foreclosure, Bankruptcy, Eviction, Title Resolution, Mortgage Insurance, Accretion, Mortgage Insurance Reporting, LRM, HMP, REO)
REALDoc
CIS (Customizable Imaging System)
Collection Scripting System
ACCESS Collection System
Integrated Telephony Solution (includes IVR integration)
Customer Relationship Expert (CRE)
Property Manager
Appraisal Manager (part of REALTrans extension)
REALBid (Bid, Auction and Listing site)
Stage V Reporting database and data transformations
Integrations to Ocwen.com website from REAL applications
Matrix
Collateral Management System
PMO (Project Management Office)
SharePoint Repository
Integration of REAL applications with external applications
Full U.S. application based on 61/064,605 (00153) titled Expense Tracking, Electronic Ordering and Payment System and Method; inventors R. Bulman and S. Blum (due date for filing March 14, 2009)
Method and System for Collections Optimization (unfiled patent);
Pre-payment and Default Model (unfiled patent);
Housing Price Index Model
AVRM Model
Behavioral Sciences-Based Call Scripting
Strategic Tracking and Reporting Dashboard
Collector Effectiveness Model for Training and Personnel Selection
Account Scoring Model for Unsecured Collections
Segmentation Model for Unsecured Collections
Optimal Resolution Model for Unsecured Collections

 

 

SCHEDULE II
LICENSED INTELLECTUAL PROPERTY
Part A to Schedule II of Intellectual Property Agreement:
Patents
Patents
Issued
             
U.S. PTO Patent No.   Issue Date   Title   Inventors
7,412,418
  8/12/2008   Expense Tracking, Electronic Ordering, Invoice Presentment, and Payment System and Method   William C. Erbey, Russell Bulman, Robert J. Leist, Mary Edgecomb, Donald Vetal, Armand Bonola, Stephanie Hudson, Jeffrey Neufeld, Debra Toussaint-Blackman, Rosemary Weaver, Sandra Blum, Federico Bucspun
Pending
             
Ser. No.   Filing Date   Title   Inventors
 
            
U.S.
10/918,699
  8/16/2004   Method and System for Providing Customer Relations Information   William C. Erbey, Scott Paul Conradson
 
            
U.S.
10/937,879
  9/10/2004   Method and System for Vendor Management   Ralph J. Behmoiras
William C. Erbey
Arthur J. Castner
Christopher Kennedy
Keith S. Reno
 
            
U.S.
09/512,845
  2/25/2000   Method for Workflow Processing Through Computer Network   Ravi Ramanathan
Edmund M. Johnson
Michael A. Graves
 
            
U.S.
10/408,079
  4/4/2003   Method and Apparatus for Providing Selective Access to Information   Scott William Anderson
 
            

 

 

             
Ser. No.   Filing Date   Title   Inventors
 
            
U.S.
10/102,104
  3/19/2002   Management and Reporting System and Process for Use with Multiple Disparate Database   Christopher M. Ruby
Chase N. Tessman
Michael R. Langolf
 
            
U.S.
10/957,689
  10/5/2004   Management and Reporting System and Process for Use with Multiple Disparate Database   Christopher M. Ruby
Chase N. Tessman
Michael R. Langolf
 
            
U.S.
11/141,209
  6/1/2005   Call Center Services System and method   Dale Pickford
 
            
U.S.
11/301,247
  12/13/2005   Product Optimizer   Christopher
KennedyWilliam
ErbeyBryan Hurley
 
            
U.S.
11/727,225
  4/4/2003   Method and Apparatus for Providing Selective Access to Information   Scott William Anderson
 
            
U.S.
11/803,306
  5/22/2006   Method and system for Loan Closing   William Erbey
Christopher
Kennedy
Bryan Hurley

 

 

             
Ser. No.   Filing Date   Title   Inventors
 
            
U.S.
11/802,308
  5/22/2007   Method And System For Exchange   William Erbey
Christopher Kennedy
Bryan Hurley
Andrew Combs
 
            
U.S.
12/111,714
  04/29/2008 (parent
filing 12/08/2003) 		  Expense Tracking, Electronic Ordering, Invoice Presentment, and Payment System and Method   William C. Erbey
Russell Bulman
Robert J. Leist
Mary Edgecomb
Donald Vetal
Armand Bonola
Stephanie Hudson
Jeffrey Neufeld
Debra Toussaint-Blackman
Rosemary Weaver
Sandra Blum
Federico Bucspun
 
            
U.S.
12/335,196
  12/15/2008   Vendor Assurance   Christopher Kennedy
Bryan Hurley
 
            
U.S. utility
  Unfiled   Method and System for Collections Optimization   William C. Erbey
Ron Faris
Ashish Pandey
Amanjeet Saluja
Deepak Dhayanithy
Saurav Chawla
Seth Carter
 
            
U.S.
12/334,168
  12/12/2008   Ocwen Exchange   Christopher Kennedy
 
            

 

 

             
Ser. No.   Filing Date   Title   Inventors
U.S.
12/404,958
  3/16/2009   EXPENSE TRACKING,
ELECTRONIC
ORDERING, INVOICE
PRESENTMENT, AND
PAYMENT SYSTEM AND
METHOD 		  Russell Bulman;
Sandra Blum
 
            
U.S.
60/163,228
  3/25/2009   APPARATUS AND
METHOD FOR MODELING
LOAN ATTRIBUTES 		  SALUJA, Amanjeet;
GUPTA, Ankush;
DHAYANITHY, Deepak;
GUGLANI, Raman;
 
            
IN
2743 MUM 2008
  12/31/2008   Method and System for Collections Optimization   William C. Erbey
Ron Faris
Ashish Pandey
Amanjeet Saluja
Deepak Dhayanithy
Saurav Chawla
Seth Carter
 
            
IN
979 MUM 2009
  4/15/2009   APPARATUS AND
METHOD FOR MODELING
LOAN ATTRIBUTES 		  SALUJA, Amanjeet;
GUPTA, Ankush;
DHAYANITHY, Deepak;
GUGLANI, Raman;

 

 

Part B to Schedule II of Intellectual Property Agreement:
Trademarks
Trademarks
Registered
             
Country   Trademark   Reg. No.   Class
 
            
European Community
   REALSynergy & Design (Black & White)   6380951   09, 36, 38
 
            
European Community
   REALSynergy Logo (Black & White)   6380943   09, 36, 38
 
            
European Community
   REALTRANS   1174531   38
 
            
European Community
   REALTRANS & Arrow Design   1174515   38
 
            
European Community
   REALTRANS.COM   1174440   38
 
            
European Community
   WWW.REALTRANS.COM   1174473   38
 
            
Japan
   REALSAMM   4690653   09
 
            
Switzerland
   REALPORTAL   578928   09, 42
 
            
Switzerland
   REALSAMM   578931   09
 
            
Switzerland
   REALSERVICING   578930   09, 42
 
            
Switzerland
   REALSynergy & Design (Black & White)   569462   09
 
            
Switzerland
   REALSynergy Logo (Black & White)   569461   09
 
            
Switzerland
   REALTRANS   578929   38
 
            
Taiwan
   REALSAMM   092007306   09
 
            
United States of America
   REALPORTAL   3333964   09, 42
 
            
United States of America
   REALREMIT   3083245   09
 
            
United States of America
   REALREMIT   3283741   38
 
            
United States of America
   REALREMIT   3493927   35, 36
 
            
United States of America
   REALSAMM   2863435   09
 
            
United States of America
   REALSERVICING   2813709   09, 42

 

 

             
Country   Trademark   Reg. No.   Class
 
            
United States of America
   REALSYNERGY   2729544   09
 
            
United States of America
   REALSynergy & Design (Black & White)   3481637   09
 
            
United States of America
   REALSynergy Logo (Black & White)   3334360   09
 
            
United States of America
   REALTRANS   2470168   38
 
            
United States of America
   WE MAKE YOUR LOANS WORTH MORE   3410572   35, 36
Pending
             
Country   Mark   App. No.   Class
 
            
European Community
   THINKING AHEAD. DELIVERING TODAY.   8210155   09, 35, 36, 38, 42
 
            
European Community
   REALDOC   8216673   09, 39, 42
 
            
India
   THINKING AHEAD. DELIVERING TODAY.   1804060   09, 35, 36, 38, 42
 
            
India
   REALDOC   1807108   09, 39, 42
 
            
India
   REALPORTAL   1701114   09, 42
 
            
India
   REALREMIT   1701116   09, 35, 36, 38
 
            
India
   REALSAMM   1701113   09
 
            
India
   REALSERVICING   1701115   09, 42
 
            
India
   REALSYNERGY   1701111   09
 
            
India
   REALSynergy & Design (Black & White)   1613797   09
 
            
India
   REALSynergy Logo (Black & White)   1613796   09
 
            
India
   REALTRANS   1701112   38
 
            
Norway
   THINKING AHEAD. DELIVERING TODAY.       09, 35, 36, 38, 42
 
            
Switzerland
   THINKING AHEAD. DELIVERING TODAY.       09, 35, 36, 38, 42
 
            
Switzerland
   REALDOC   506092009   09, 39, 42
 
            
Switzerland
   REALREMIT   583202008   09, 35, 36, 38
 
            
Switzerland
   REALSYNERGY   583182008   09
 
            
Turkey
   THINKING AHEAD. DELIVERING TODAY.       09, 35, 36, 38, 42
 
            
United States of America
   HELPING HOMEOWNERS IS WHAT WE DO!   77/103348   35, 36

 

 

             
Country   Mark   App. No.   Class
 
            
United States of America
   REALDOC   77/596166   09, 39, 42
 
            
United States of America
   THE LEADER IN LOSS MITIGATION!   77/125656   35, 36
 
            
United States of America
   THINKING AHEAD. DELIVERING TODAY.   77/593386   09, 35, 36, 38, 42
 
            
Uruguay
   THINKING AHEAD. DELIVERING TODAY.   401.096   09, 35, 36, 38, 42
     
Unregistered Trademarks   Location
RECOVER MORE!
  http://www.ocwenbusiness.com/nci.cfm#,
http://www.ocwenbusiness.com/
 
    
CLOSE MORE LOANS!
  http://www.ocwenbusiness.com/bs_loanprocessing.cfm,
http://www.ocwenbusiness.com/
 
    
  http://www.globalservicingsolutions.com/
 
    
GLOBAL SERVICING SOLUTIONS
  http://www.globalservicingsolutions.com/
 
    
GLOBAL EXPERIENCE ... LOCAL EXPERTISE
  http://www.globalservicingsolutions.com/
 
    
REALSynergyPLUS
  http://www.globalservicingsolutions.com/technology.html
 
    
REALResolution
  http://www.ocwenbusiness.com/documents/pdf/Moody_s.pdf

 

 

Part C to Schedule II of Intellectual Property Agreement:
Domain Names
Domain Names
ora-rmsi.com
pmos-llc.com
premiumtitleservices.com
realportal.com
realremit.com
realsamm.biz
realsamm.com
realservicing.biz
realservicing.net
realtrans.biz
realtrans.com
realtrans.info
realtrans.net
synergysoftware.com

 

 

Part D to Schedule II of Intellectual Property Agreement:
Copyrights
Registered Copyrights
         
Title of Work   Registration No.   Registration Date
IMAP software   TXu000999586   May 22, 2001

 

 

Unregistered Copyrights
     
Title of Material   Location
 
    
BROCHURES/GUIDES/PAPERS
    
 
    
Outsourcing for Maximum Returns: Four rules for moving beyond cost cutting to strategic market advantage
  http://www.ocwenbusiness.com/BPO/bs_bpo.cfm#
 
    
Hybrid Outsourcing Solutions: A case study on what one top loan originator did to slash underwriting costs
  http://www.ocwenbusiness.com/BPO/bs_bpo.cfm#
 
    
Mortgage Industry Outsourcing Survey: What the Mortgage Industry Players Really Think
  http://www.ocwenbusiness.com/BPO/bs_bpo.cfm#
 
    
Commercial Outsourcing White Paper
  http://www.ocwenbusiness.com/BPO/bs_resources.cfm
 
    
Monthly newsletters
  http://www.ocwenbusiness.com/
 
    
Your Guide to Understanding Mortgage
  http://www.ocwencustomers.com/documents/pdf/Servicing_Brochure.pdf
 
    
Money Management 101
  http://www.ocwencustomers.com/documents/pdf/UandM_Credit.pdf
 
    
Making Timely Mortgage Payments
  http://www.ocwencustomers.com/documents/pdf/Timely_Payments.pdf
 
    
Understanding Your Credit Score
  http://www.ocwencustomers.com/em_credit_score.cfm
 
    
Ocwen’s 15 Point Loan Servicing Customer Commitment Plan
  http://www.ocwencustomers.com/cp_cc.cfm
 
    
Global Servicing Solutions Canada Corp. Secures First Master Servicing Contract
  http://www.globalservicingsolutions.com/Press/OCN-08-02f.pdf
 
    
Global Servicing Solutions LLC Establishes Loan and Real Estate Servicing Office in Canada
  http://www.globalservicingsolutions.com/Press/ocn1118f.pdf
 
    
Global Servicing Solutions Canada Corp. Receives S&P Commercial Mortgage Servicer Rating
  http://www.globalservicingsolutions.com/Press/ocn0223f.pdf
 
    
US — Structured Finance Servicer Evaluation — Commercial Mortgage Servicer : Ocwen
  http://www.globalservicingsolutions.com/Press/OcwenV3.pdf
 
    
Ocwen Live Wire Newsletters (June 2007 — October 2007)
  http://www.ocwenbusiness.com/documents/doc/June_2007_Livewire.doc;
 
  http://www.ocwenbusiness.com/documents/doc/July_2007_Livewire.doc;
 
  http://www.ocwenbusiness.com/documents/doc/August_2007_Livewire.doc;
 
  http://www.ocwenbusiness.com/documents/doc/September_2007_Livewire.doc;
 
  http://www.ocwenbusiness.com/documents/doc/October_2007_Livewire.doc
 
    
SOFTWARE
    
 
    
REALTrans
  Ocwen-India
 
    
REALSAMM
  Ocwen-India
 
    
REALSynergy
  Ocwen-India

 

 

     
Title of Material   Location
 
    
REALPortal
  Ocwen-India
 
    
REALRemit
  Ocwen-India
 
    
REALServicing
  Ocwen-India
 
    
REALResolution
  Ocwen-India
 
    
REALDoc
  Ocwen-India
 
    
CIS (Customizable Imaging System)
  Ocwen-India
 
    
WEBSITES
    
 
    
globalservicingsolutions.com
    
 
    
ora-rmsi.com
    
 
    
realportal.com
    
 
    
realtrans.com
    

 

 

Part E to Schedule II of Intellectual Property Agreement:
Trade Secrets
Trade Secrets
REALTrans
ORA Web Portal
REALB2B
REALRemit
REALSAMM
REALSynergy
REALPortal
REALServicing
REALResolution (including Loss Mitigation, Foreclosure, Bankruptcy, Eviction, Title Resolution, Mortgage Insurance, Accretion, Mortgage Insurance Reporting, LRM, HMP, REO)
REALDoc
CIS (Customizable Imaging System)
Collection Scripting System
ACCESS Collection System
Integrated Telephony Solution (includes IVR integration)
Customer Relationship Expert (CRE)
Property Manager
Appraisal Manager (part of REALTrans extension)
REALBid (Bid, Auction and Listing site)
Stage V Reporting database and data transformations
Integrations to Ocwen.com website from REAL applications
Matrix
Collateral Management System
PMO (Project Management Office)
SharePoint Repository
Integration of REAL applications with external applications
Full U.S. application based on 61/064,605 (00153) titled Expense Tracking, Electronic Ordering and Payment System and Method; inventors R. Bulman and S. Blum (due date for filing March 14, 2009)
Method and System for Collections Optimization (unfiled patent);
Pre-payment and Default Model (unfiled patent);
Housing Price Index Model
AVRM Model
Behavioral Sciences-Based Call Scripting
Strategic Tracking and Reporting Dashboard
Collector Effectiveness Model for Training and Personnel Selection
Account Scoring Model for Unsecured Collections
Segmentation Model for Unsecured Collections
Optimal Resolution Model for Unsecured Collections

 

 

EXHIBIT A
INTELLECTUAL PROPERTY ASSIGNMENT
     WHEREAS, OCWEN FINANCIAL CORPORATION, a Florida corporation, (“ASSIGNOR”), having a place of business at: 1661 Worthington Road, Suite 100, West Palm Beach, FL 33409, USA,, is either the direct or indirect owner of all right, title, and interest in and to certain intellectual property, consisting of all domestic and foreign patents, copyrights, trade names, domain names, trademarks, service marks, registrations and applications for any of the foregoing, databases, mask works, inventions, processes, know-how, procedures, computer applications, programs and other software, including operating software, network software, firmware, middleware, design software, design tools, systems documentation, manuals, and instructions, and other proprietary information, technical and other data, trade secrets, confidential or proprietary information, lists, documents, and other proprietary rights, including without limitation those contained on the attached schedule and those set forth in Exhibits A-D (collectively, the “Intellectual Property”) used in connection with ASSIGNOR’s business as it relates to business process and knowledge process outsourcing; and
     WHEREAS, ALTISOURCE Solutions S.à r.l., a société à responsabilité limitée organized under the laws of Luxembourg (“ASSIGNEE”), seeks to acquire all right, title, and interest in and to the Intellectual Property, including the goodwill represented thereby, and all applications and registrations for the Intellectual Property;
     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor does hereby assign to Assignee all right, title, and interest in and to the Intellectual Property, including all applications and registrations for the Intellectual Property, together with the goodwill of the business symbolized by the Intellectual Property, and the right to sue for and collect all awards, proceeds, and compensation accruing for past infringements of the Intellectual Property. In furtherance hereof, Assignor and Assignee hereby agree to execute all necessary documents to accomplish this Assignment, including executing documents that are substantially in the forms attached hereto as follows:
Exhibit I — Assignment of Patents
Exhibit II — Assignment of Trademarks
Exhibit III — Assignment of Copyrights
Exhibit IV — Assignment of Domain Names
         
  ASSIGNOR
 		  
  By:      
    Name:      
    Title:      
    Date:      

 

 

         
  ASSIGNEE
 		  
  By:      
    Name:      
    Title:      
    Date:      
 

 

 

EXHIBIT I
TO
INTELLECTUAL PROPERTY ASSIGNMENT
Company To Company Assignment
(WORLDWIDE PATENT RIGHTS)
     WHEREAS, Ocwen Financial Corporation (hereinafter referred to as “ASSIGNOR”), having a place of business at: 1661 Worthington Road, Suite 100, West Palm Beach, FL 33409, USA, is the owner of the entire right, title and interest in and to U.S. and foreign Patent Applications and/or U.S. and foreign Patents attached hereto as Schedule A (the “Patent Rights”) and the inventions claimed therein (the “Inventions”); and
     WHEREAS, Altisource Solutions S.à r.l. (hereinafter referred to as “ASSIGNEE”), having a place of business at: 2-8 Avenue Charles De Gaulle, L-1653 Luxembourg, is desirous of acquiring the full and exclusive right in and to said Inventions and all documents and things relating to the conception, reduction to practice and/or practice of the Inventions (the “Related Documents”) and the entire right, title and interest in and to said Patent Rights, including any Letters Patent which may be granted therefor, in the United States and its territorial possessions and in any and all foreign countries, including any and all divisions, continuations, substitutions, renewals, re-examination, extension and reissues thereof, and any other applications claiming priority thereto;
     NOW, THEREFORE, in consideration of the sum of FIVE DOLLARS ($5.00), the receipt whereof is hereby acknowledged, and for other good and valuable consideration, ASSIGNOR, by these presents, does sell, assign and transfer unto said ASSIGNEE the full and exclusive right in and to said Inventions, Patent Rights, and Related Documents in the United States and its territorial possessions and in all foreign countries and the entire right, title and interest, including the right to sue for past infringement, if any, and all rights pursuant to 35 U.S.C. §154, in and to any and all Letters Patent which may be granted therefor in the United States and its territorial possession and in any and all foreign countries and in and to any and all divisions, continuations, substitutions, renewals, re-examination, extension and reissues thereof, and any other applications claiming priority thereto;
     ASSIGNOR hereby authorizes and requests the Patent Office Officials in the United States and its territorial possessions and in any and all foreign countries to issue any and all of said Letters Patent, when granted, to said ASSIGNEE as the assignee of the entire right, title and interest in and to the same, for the sole use and behoof of said ASSIGNEE and said

 

 

ASSIGNEE’s successors and assigns, to the full end of the term for which said Letters Patent may be granted, as fully and entirely as the same would have been held by ASSIGNOR had this assignment and sale not been made.
     
ASSIGNOR:
  OCWEN FINANCIAL CORPORATION
 
    
Date:  
   
 
  By:
 
  Title:
 
    
ASSIGNEE:
  ALTISOURCE SOLUTIONS S.À R.L.
 
    
Date:  
   
 
  By:
 
  Title:

 

 

SCHEDULE A
TO
Company To Company Assignment
(WORLDWIDE PATENT RIGHTS)
Patents
             
Issued
 
U.S. PTO Patent No.   Issue Date   Title   Inventors
 
            
7,412,418
  8/12/2008   Expense Tracking, Electronic Ordering, Invoice Presentment, and Payment System and Method   William C. Erbey, Russell Bulman, Robert J. Leist, Mary Edgecomb, Donald Vetal, Armand Bonola, Stephanie Hudson, Jeffrey Neufeld, Debra Toussaint-Blackman, Rosemary Weaver, Sandra Blum, Federico Bucspun
             
Pending
 
Ser. No.   Filing Date   Title   Inventors
 
            
U.S.
10/918,699
  8/16/2004   Method and System for Providing Customer Relations Information   William C. Erbey,
Scott Paul Conradson
 
            
U.S.
10/937,879
  9/10/2004   Method and System for Vendor Management   Ralph J. Behmoiras
William C. Erbey
Arthur J. Castner
Christopher Kennedy
Keith S. Reno
 
            
U.S.
09/512,845
  2/25/2000   Method for Workflow
Processing Through
Computer Network 		  Ravi Ramanathan
Edmund M. Johnson
Michael A. Graves
 
            
U.S.
10/408,079
  4/4/2003   Method and Apparatus for Providing Selective Access to Information   Scott William Anderson

 

 

             
Ser. No.   Filing Date   Title   Inventors
 
            
U.S.
10/102,104
  3/19/2002   Management and Reporting System and Process for Use with Multiple Disparate Database   Christopher M. Ruby
Chase N. Tessman
Michael R. Langolf
 
            
U.S.
10/957,689
  10/5/2004   Management and Reporting System and Process for Use with Multiple Disparate Database   Christopher M. Ruby
Chase N. Tessman
Michael R. Langolf
 
            
U.S.
11/141,209
  6/1/2005   Call Center Services System and method   Dale Pickford
 
            
U.S.
11/301,247
  12/13/2005   Product Optimizer   Christopher
KennedyWilliam
ErbeyBryan Hurley
 
            
U.S.
11/727,225
  4/4/2003   Method and Apparatus for Providing Selective Access to Information   Scott William Anderson
 
            
U.S.
11/803,306
  5/22/2006   Method and system for Loan Closing   William Erbey
Christopher
Kennedy
Bryan Hurley

 

 

             
Ser. No.   Filing Date   Title   Inventors
 
            
U.S.
11/802,308
  5/22/2007   Method And System
For Exchange 		  William Erbey
Christopher Kennedy
Bryan Hurley
Andrew Combs
 
            
U.S.
12/111,714
  04/29/2008 (parent
filing 12/08/2003) 		  Expense Tracking, Electronic Ordering, Invoice Presentment, and Payment System and Method   William C. Erbey
Russell Bulman
Robert J. Leist
Mary Edgecomb
Donald Vetal
Armand Bonola
Stephanie Hudson
Jeffrey Neufeld
Debra
Toussaint-Blackman
Rosemary Weaver
Sandra Blum
Federico Bucspun
 
            
U.S.
12/335,196
  12/15/2008   Vendor Assurance   Christopher Kennedy
Bryan Hurley
 
            
U.S.
utility
  Unfiled   Method and System for Collections Optimization   William C. Erbey
Ron Faris
Ashish Pandey
Amanjeet Saluja
Deepak Dhayanithy
Saurav Chawla
Seth Carter
 
            
U.S.
12/334,168
  12/12/2008   Ocwen Exchange   Christopher Kennedy

 

 

             
Ser. No.   Filing Date   Title   Inventors
 
            
U.S.
12/404,958
  3/16/2009   EXPENSE TRACKING,
ELECTRONIC
ORDERING, INVOICE
PRESENTMENT, AND
PAYMENT SYSTEM AND
METHOD 		  Russell Bulman;
Sandra Blum
 
            
U.S.
60/163,228
  3/25/2009   APPARATUS AND
METHOD FOR MODELING
LOAN ATTRIBUTES 		  SALUJA, Amanjeet;
GUPTA, Ankush;
DHAYANITHY, Deepak;
GUGLANI, Raman;
 
            
IN
2743 MUM 2008
  12/31/2008   Method and System for Collections Optimization   William C. Erbey
Ron Faris
Ashish Pandey
Amanjeet Saluja
Deepak Dhayanithy
Saurav Chawla
Seth Carter
 
            
IN
979 MUM 2009
  4/15/2009   APPARATUS AND
METHOD FOR MODELING
LOAN ATTRIBUTES 		  SALUJA, Amanjeet;
GUPTA, Ankush;
DHAYANITHY, Deepak;
GUGLANI, Raman;

 

 

EXHIBIT II
TO
INTELLECTUAL PROPERTY ASSIGNMENT
TRADEMARK ASSIGNMENT
     WHEREAS, Ocwen Financial Corporation, a Florida corporation, having a place of business at 1661 Worthington Road, West Palm Beach, Florida 33409 (hereinafter “ASSIGNOR”), is the owner of all right, title, and interest in, under and to the trademarks listed in Schedule A attached hereto (hereinafter the “Trademarks”); and
     WHEREAS Altisource Solutions S.à r.l., a société à responsabilité limitée organized and existing under the laws of Luxembourg, having a place of business at 2-8 Avenue Charles De Gaulle, L-1653 Luxembourg (hereinafter “ASSIGNEE”), is desirous of acquiring said Trademarks and the registrations and applications therefor, along with the goodwill of the business pertaining thereto.
     NOW, THEREFORE, for the sum of FIVE DOLLARS ($5.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, said ASSIGNOR does hereby assign unto the said ASSIGNEE all right, title and interest in, under and to the said Trademarks, together with the goodwill of the business symbolized by the trademarks, the right to bring suit and recover damages for past infringement, and the registrations and applications therefor. ASSIGNOR hereby agrees to execute any additional documents to accomplish this Assignment.
     
ASSIGNOR:
  OCWEN FINANCIAL CORPORATION
 
    
Date:  
   
 
  By:
 
  Title:
 
    
ASSIGNEE:
  ALTISOURCE SOLUTIONS S.À R.L.
 
    
Date:  
   
 
  By:
 
  Title:

 

 

SCHEDULE A
TO
TRADEMARK ASSIGNMENT
Trademarks
Registered
             
Country   Trademark   Reg. No.   Class
 
            
European Community
   REALSynergy & Design (Black & White)   6380951   09 , 36, 38
 
            
European Community
   REALSynergy Logo (Black & White)   6380943   09 , 36 , 38
 
            
European Community
   REALTRANS   1174531   38
 
            
European Community
   REALTRANS & Arrow Design   1174515   38
 
            
European Community
   REALTRANS.COM   1174440   38
 
            
European Community
   WWW.REALTRANS.COM   1174473   38
 
            
Japan
   REALSAMM   4690653   09
 
            
Switzerland
   REALPORTAL   578928   09 , 42
 
            
Switzerland
   REALSAMM   578931   09
 
            
Switzerland
   REALSERVICING   578930   09 , 42
 
            
Switzerland
   REALSynergy & Design (Black & White)   569462   09
 
            
Switzerland
   REALSynergy Logo (Black & White)   569461   09
 
            
Switzerland
   REALTRANS   578929   38
 
            
Taiwan
   REALSAMM   092007306   09
 
            
United States of America
   REALPORTAL   3333964   09 , 42
 
            
United States of America
   REALREMIT   3083245   09
 
            
United States of America
   REALREMIT   3283741   38
 
            
United States of America
   REALREMIT   3493927   35 , 36
 
            
United States of America
   REALSAMM   2863435   09
 
            
United States of America
   REALSERVICING   2813709   09 , 42

 

 

             
Country   Trademark   Reg. No.   Class
 
            
United States of America
   REALSYNERGY   2729544   09
 
            
United States of America
   REALSynergy & Design (Black & White)   3481637   09
 
            
United States of America
   REALSynergy Logo (Black & White)   3334360   09
 
            
United States of America
   REALTRANS   2470168   38
 
            
United States of America
   WE MAKE YOUR LOANS WORTH MORE   3410572   35 , 36
Pending
             
Country   Mark   App. No.   Class
 
            
European Community
   THINKING AHEAD. DELIVERING TODAY.   8210155   09, 35, 36, 38, 42
 
            
European Community
   REALDOC   8216673   09, 39, 42
 
            
India
   THINKING AHEAD. DELIVERING TODAY.   1804060   09, 35, 36, 38, 42
 
            
India
   REALDOC   1807108   09, 39, 42
 
            
India
   REALPORTAL   1701114   09, 42
 
            
India
   REALREMIT   1701116   09, 35, 36, 38
 
            
India
   REALSAMM   1701113   09
 
            
India
   REALSERVICING   1701115   09, 42
 
            
India
   REALSYNERGY   1701111   09
 
            
India
   REALSynergy & Design (Black & White)   1613797   09
 
            
India
   REALSynergy Logo (Black & White)   1613796   09
 
            
India
   REALTRANS   1701112   38
 
            
Norway
   THINKING AHEAD. DELIVERING TODAY.       09, 35, 36, 38, 42
 
            
Switzerland
   THINKING AHEAD. DELIVERING TODAY.       09, 35, 36, 38, 42
 
            
Switzerland
   REALDOC   506092009   09, 39, 42
 
            
Switzerland
   REALREMIT   583202008   09, 35, 36, 38
 
            
Switzerland
   REALSYNERGY   583182008   09
 
            
Turkey
   THINKING AHEAD. DELIVERING TODAY.       09, 35, 36, 38, 42
 
            
United States of America
   HELPING HOMEOWNERS IS WHAT WE DO!   77/103348   35, 36

 

 

             
Country   Mark   App. No.   Class
 
            
United States of America
   REALDOC   77/596166   09, 39, 42
 
            
United States of America
   THE LEADER IN LOSS MITIGATION!   77/125656   35, 36
 
            
United States of America
   THINKING AHEAD. DELIVERING TODAY.   77/593386   09, 35, 36, 38, 42
 
            
Uruguay
   THINKING AHEAD. DELIVERING TODAY.   401.096   09, 35, 36, 38, 42

 

 

EXHIBIT III
TO
INTELLECTUAL PROPERTY ASSIGNMENT
ASSIGNMENT OF COPYRIGHT
          WHEREAS, Ocwen Financial Corporation, a Florida corporation, having a place of business at 1661 Worthington Road, West Palm Beach, Florida 33409 (hereinafter “ASSIGNOR”) owns the copyright in and to the work(s) shown on the attached Schedule A (hereinafter “the Work(s)”) and has agreed to transfer to Altisource Solutions S.à r.l., a société à responsabilité limitée organized and existing under the laws of Luxembourg, having a place of business at 2-8 Avenue Charles De Gaulle, L-1653 Luxembourg (hereinafter “ASSIGNEE”) all right, title, and interest in and to the Work(s); and
WHEREAS, ASSIGNEE desires to acquire all right, title, and interest in and to the Work(s).
     NOW, THEREFORE, for FIVE DOLLARS ($5.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ASSIGNOR hereby assigns and transfers to ASSIGNEE, its successors and assigns, the entire right, title, and interest that ASSIGNOR owns or may be deemed to own in and to the copyright(s) in the Work(s) throughout the world, and the right to sue for and collect all awards, proceeds, and compensation accruing for past infringements of the copyright(s) in the Work(s). In furtherance hereof, ASSIGNOR hereby agrees to execute any additional documents to accomplish this transfer.
     
ASSIGNOR:
  OCWEN FINANCIAL CORPORATION
 
    
Date:  
   
 
  By:
 
  Title:
 
    
ASSIGNEE:
  ALTISOURCE SOLUTIONS S.À R.L.
 
    
Date:  
   
 
  By:
 
  Title:

 

 

SCHEDULE A
TO
ASSIGNMENT OF COPYRIGHT
Registered Copyrights
         
Title of Work   Registration No.   Registration Date
IMAP software   TXu000999586   May 22, 2001

 

 

EXHIBIT IV
TO
INTELLECTUAL PROPERTY ASSIGNMENT
DOMAIN NAME ASSIGNMENT
          WHEREAS, Ocwen Financial Corporation, a Florida corporation (“ASSIGNOR”), has registered and is the current owner of the domain names listed in Schedule A (the “Domain Names”);
          WHEREAS, ASSIGNOR desires to transfer to Altisource Solutions S.à r.l., a société à responsabilité limitée of Luxembourg (“ASSIGNEE”), all right, title, and interest in and to said Domain Names; and
          WHEREAS, ASSIGNEE is desirous of acquiring said Domain Names.
          NOW, THEREFORE, for the sum of FIVE DOLLARS ($5.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ASSIGNOR hereby assigns, transfers, and conveys to ASSIGNEE, its successors, transferees, and assignees, all of ASSIGNOR’s right, title, and interest in and to said Domain Names. ASSIGNOR hereby agrees to execute any additional documents to accomplish this Assignment.
     
ASSIGNOR:
  OCWEN FINANCIAL CORPORATION
 
    
Date:  
   
 
  By:
 
  Title:
 
    
ASSIGNEE:
  ALTISOURCE SOLUTIONS S.À R.L.
 
    
Date:  
   
 
  By:
 
  Title:

 

 

SCHEDULE A
TO
DOMAIN NAME ASSIGNMENT
Domain Names
alti-ltd.com
altiportfoliosolutions.com
alti-ps.com
altisource.ch
altisourcelimited.com
altisource-ltd.com
altisourceportfoliosolution.com
altisource-ps.com
altisource-pslimited.com
altisourceus.com
ora-rmsi.com
pmos-llc.com
premiumtitleservices.com
realportal.com
realremit.com
realsamm.biz
realsamm.com
realservicing.biz
realservicing.net
realtrans.biz
realtrans.com
realtrans.info
realtrans.net
synergysoftware.com
Alitsourcebid.com
Alitsourcebid.net
Alitsourcebid.org
Alitsourcebid.us
Alitsourcebid.biz
Altisourcebid.com
Altisourcebid.net
Altisourcebid.org
Altisourcebid.us
Altisourcebid.biz
Altisourcehomes.com
Altisourcehomes.net
Altisourcehomes.us
Altisourcehomes.org
Altisourcehomes.biz
Altisource-homes.com
Altisource-homes.net
Altisource-homes.us
Altisource-homes.org
Altisource-homes.biz

 

 

AltisourceHome.com
Altisourcehome.net
Altisourcehome.us
Altisourcehome.org
Altisourcehome.biz
altisource.eu
altisourceportfoliosolutions.eu
altisource.lu
altisourceportfoliosolutions.lu
altisourceportfoliosolutions.ch
altisource.in
altisourceportfoliosolutions.in
altisource.ca
altisourceportfoliosolutions.ca
altisource.com.mx
altisourceportfoliosolutions.com.mx
altisource.cn
altisourceportfoliosolutions.cn
altisource.tw
altisourceportfoliosolutions.tw
altisource.hk
altisourceportfoliosolutions.hk
altisource.co.nz
altisourceportfoliosolutions.co.nz
altisource.ru
altisourceportfoliosolutions.ru
altisource.net
altisourceportfoliosolutions.net
altisource.org
altisourceportfoliosolutions.org
altisourceportfoliosolution.com
globalservicingsolutions.com