Assets of Restaurants Business

Sale of assets of Ruby’s Diner, Inc., a California corporation ("Sellers”), which includes:

• All rights Seller may have in the names “Ruby’s,” “Ruby’s Diner,” and similar derivations;
• All Intellectual Property (defined below) of Seller;
• All licenses, or other grants of any rights or interest in any Intellectual Property owned or used by Seller or relating to the development, ownership, registration, or enforcement of any Intellectual Property;
• All of Seller’s right, title, and interest in any licenses, contracts, agreements, and royalties relating to the Intellectual Property (collectively, “IP Contracts”);
• All of Seller’s right, title, and interest in any claims, causes of action, prosecution rights, protections, and related matters held by Seller relating to or arising out of the Intellectual Property; and
• For purposes of this Agreement, “Intellectual Property” means any and all of the following in any jurisdiction throughout the world: (a) all trademarks, trade names, corporate names, service marks, and all other source indicators indicating all applications and registrations and the goodwill connected with the use of and symbolized by the foregoing; (b) all copyrights and copyrighted works, including all applications and registrations related to the foregoing; (c) all trade secrets and other confidential and proprietary information, including recipes, recipe books, ideas, software (including its source code), data, databases, data analytics, algorithms, know-how, works-in-progress, concepts, methods, processes, inventions, invention disclosures, and formulae; (d) all patent and patent applications; (e) all internet urls, domain names, domain name registrations, all internet websites presently used by Seller for the Business, and telephone numbers; and (f) all other intellectual property and related proprietary rights, interests, royalties, claims, prosecution rights, and protections. Buyer shall be responsible for identifying all Purchased Assets and for preparing all documentation necessary to transfer such assets.