Intellectual Property of Furniture Retail Company

Sale of intellectual property assets of Art Van Furniture, LLC, et al., (“Seller”), including all of the Sellers’ right, title and interest, in and to:

• All Intellectual Property owned by any Seller on the date on which this Agreement is mutually executed and delivered, but only to the extent relating to or comprising part of the “Art Van” brand or product line (including the domain names and trademarks described in Exhibit A on the attached PDF) and all rights to any royalty income associated therewith, together with all goodwill associated with any of the foregoing and symbolized by any of the foregoing, and the exclusive right to sue for and recover all damage and recoveries for the infringement of any such Intellectual Property;
• All data and other information included in the customer file described on Exhibit A attached hereto and incorporated herein by this reference (the “Customer File”);
• All claims, causes of action, rights of recovery (including any rights of indemnity, warranty rights, rights of contribution, rights to refunds and rights to reimbursement) and rights of set-off, in each case, of whatever kind or description against any person or entity (including any claim as defined in title 11 of the United States Code, but in each case only to the extent arising primarily out of, or relating primarily to, the assets described in clauses (a) and (b) above; provided that neither the Customer File nor any other Assets shall include any credit card information or social security number information whatsoever. As used herein, the term “Intellectual Property” means all intellectual property rights worldwide (whether arising under statutory or common law, contract or otherwise), which include, to the extent the same exist, the following items: (a) technology, proprietary information and materials, including inventions, discoveries, processes, designs, tools, molds, techniques, developments and related mprovements whether or not patentable; (b) patents, patent applications, industrial design registrations and applications therefor, divisions, divisionals, continuations, continuations-inpart, reissues, substitutes, renewals, registrations, confirmations, reexaminations, extensions and any provisional applications, and any foreign or international equivalent of any of the foregoing; (c) trademarks (whether registered, unregistered or applied-for), trade dress, service marks, service names, trade names, brand names, product names, logos, corporate names, fictitious names, other names, symbols (including business symbols), slogans, social media identifiers (such as a Twitter® handle) and any foreign or international equivalent of any of the foregoing and any applications or registrations in connection with the foregoing; (d) domain name registrations; (e) technical, scientific and other know-how and information (including promotional material), confidential information, methods, processes, practices, formulas, designs, design rights, patterns, assembly procedures, software, specifications, drawings, prototypes, molds, models, tech packs, archival materials and advertising materials, copy, commercials, images, and samples; (f) copyrights, including copyrights in databases, copyright applications, and copyright registrations, works of authorship and moral rights and renewals in connection therewith; (g) databases and data collections, customer lists, customer contact information, customer licensing and purchasing histories, manufacturing information, business plans, product roadmaps, and all other trade secrets and know-how; (h) all other proprietary or intellectual property rights of every kind and nature now known or hereafter recognized in any jurisdiction; (i) the right to sue for infringement and other remedies against infringement of any of the foregoing, and (j) rights to protection of interests in the foregoing under the laws, rules and regulations of all jurisdictions, including all registrations, renewals, extensions, combinations, divisions, or reissues of, and applications for, any of the rights referred to above.