Assets of Software Company

Assets of InfoMotion Sports Technologies, Inc. which includes:

1. all intellectual property rights of every kind, whether protected, created or arising under the laws of the United States or any other jurisdiction, including, without limitation: (i) patents, patent applications, patent disclosures and inventions listed on ANNEX A hereto; (ii) trademarks, service marks, trade dress, trade names, logos, corporate names and other indicia (in each case, whether registered or unregistered) and registrations and applications for registration thereof, listed on ANNEX A hereto; (iii) copyrights (registered or unregistered) and registrations and applications for registration thereof listed on ANNEX A hereto; (iv) trade secrets and other confidential or proprietary information and tangible and intangible information including, without limitation, the following that are not generally known to others: ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial and marketing plans, and customer and supplier lists and information; (v) World Wide Web addresses and domain name registrations; (vi) works of authorship, including, without limitation, computer programs, source code and executable code, whether embodied in software, firmware or otherwise; and (vii) goodwill associated with any of the foregoing (collectively, "Intellectual Property");
2. all source code for proprietary software and programs relating to the Intellectual Property, the Business and the products sold thereunder, and all operating instructions, flow diagrams, programmers notes, design documentation, and compilation and linking instructions relating thereto (the "Source Materials");
3. all claims and causes of action relating to any of the Intellectual Property, any of the Source Materials, or any other Purchased Assets, including (i) any and all claims and causes of action regarding (i) the infringement of the Seller's rights in and to any of the Intellectual Property or the Source Materials and (ii) the unauthorized disclosure or use of any confidential information regarding or relating to any of the Intellectual Property or the Source Materials;
4. all interests of the Seller in and to the Released Claims (as defined below);
5. all rights of the Seller under any confidentiality, non-disclosure, and similar agreements regarding any of the Intellectual Property, any of the Source Materials or any of the other Purchased Assets;
6. all inventory, including without limitation all finished goods, work-inprocess, materials, parts, components, accessories, supplies, packaging materials, and related items, including all in-transit and on-order prepaid inventories and all returns of any inventory sold or consigned by Seller;
7. all books, operating and financial records, correspondence, files (including files of or in the possession of the Seller's attorneys), vendor lists, customer lists, customer account information and other data and all other all books and records relating to the Intellectual Property, the Source Materials, or the Business (subject to the Seller's right to retain copies of such books and records for use in connection with the performance of the Seller's duties in the Bankruptcy Case, to comply with any other legal retention requirements, or to avoid spoliation claims in any pending or anticipated litigation), but excluding the Excluded Assets (as defined below) (for purposes of clarity, the term 'correspondence' refers only to correspondence relating to the Intellectual Property and the Source Materials, or was otherwise created in the course of the Business); and
8. any and all goodwill related to the Purchased Assets.