Intellectual Property shall mean algorithms, APIs, data, databases, data collections, diagrams, formulae, inventions (whether or not patentable), know-how, logos, designs, marks (including brand names, product names, logos, and slogans), methods, network configurations and architectures, processes, proprietary information, protocols, schematics, specifications, Software, Software code (in any form, including source code and executable or object code), subroutines, techniques, user interfaces, URLs, web sites, works of authorship (including written, audio and visual materials), business or technical information (including technical data, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), all other forms of technology (whether or not embodied in any tangible form and including all tangible embodiments of the foregoing), and other such items for which Intellectual Property Rights may be secured, including any documents or other tangible media containing any of the foregoing.
Intellectual Property Rights shall mean all rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (i) rights associated with works of authorship, including exclusive exploitation rights, copyrights and moral rights; (ii) trademark, service mark, business name, brand name, domain name and trade name rights and similar rights; (iii) trade secret rights; (iv) patents, patent applications, utility models, design rights, and all related patent rights; (v) other proprietary rights in Intellectual Property; (vi) rights in or relating to applications, registrations, renewals, extensions, combinations, revisions, divisions, continuations, continuations-in-part and reissues of, and applications for, any of the rights referred to in clauses (i) through (v) above; and (vii) all causes of action and rights to sue or seek other remedies arising from or relating to the foregoing, including for any past or ongoing infringement, misuse or misappropriation.
Interested Party shall have the meaning assigned to it in Section 2.21.
Interim Financials shall have the meaning assigned to it in Section 2.7(a).
International Employee Plan shall mean each Company Employee Plan that has been adopted or maintained by the Company or with respect to which the Company has any liability, with respect to Employees who perform services outside the United States other than, in each case, any such plan, program, policy, contract, agreement or arrangement that is required to be maintained or contributed to under applicable Legal Requirements or that is sponsored or maintained by a Governmental Entity.
IRS shall mean the United States Internal Revenue Service.
Joinder Agreements shall have the meaning assigned to it in Section 5.1(b).
Key Employee Offer Letters shall have the meaning assigned to it in the Recitals.
Key Employees shall mean each of the individuals listed on Schedule D.
Knowledge or Known shall mean, with respect to the Company, the actual knowledge of any of the individuals identified on Schedule E without independent investigation, none of whom, for the sake of clarity and avoidance of doubt, shall have any personal liability or obligations regarding such knowledge (other than with respect to such persons capacity as an Indemnifying Party as set forth in Article VII, severally, and not jointly, with the other Indemnifying Parties).