Confidentiality and Non-Disclosure
The recipient acknowledges that all information provided in relation to Patent Asset US12166571B2, including but not limited to technical specifications, citation analysis, and valuation modeling, is "Confidential Information."
Recipients shall maintain the Confidential Information in strict confidence and shall not, without the prior written consent of The Architectural Record, disclose any part thereof to any third party. This obligation persists for a period of five (5) years from the date of initial access to the Data Room.
Disclosure is permitted solely to employees and legal counsel with a legitimate "need to know" for purposes of asset evaluation, provided such parties are bound by written confidentiality obligations no less restrictive than those contained herein.
Intellectual Property Rights
The subject patent asset US12166571B2 pertains to architectural structural innovations and high-performance material integration. The sale includes:
- All issued claims, pending continuations, and divisional applications.
- The right to sue for past, present, and future infringements.
- All foreign counterparts and international priority rights under the Paris Convention.
Until a definitive Asset Purchase Agreement (APA) is executed and filed with the USPTO, all legal and equitable titles remain with the Seller. No implied licenses are granted through the provision of evaluation materials.
Non-Reliance and Disclaimer
Warranties Disclaimer
THE ASSETS ARE OFFERED FOR SALE "AS IS, WHERE IS." THE SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE VALIDITY, ENFORCEABILITY, OR FREEDOM-TO-OPERATE STATUS OF THE PATENT ASSET. ANY INFORMATION PROVIDED IS FOR INFORMATIONAL PURPOSES ONLY.
Potential purchasers must rely solely on their own independent legal and technical due diligence. The Architectural Record and its affiliates shall not be liable for any inaccuracies, omissions, or misstatements in the technical literature or citations provided within the digital manuscript.
Governing Law and Jurisdiction
These terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any legal action or proceeding relating to these terms shall be instituted in the federal or state courts located in New Castle County, Delaware.
Inquiries & Notices
All formal notices regarding these terms must be delivered electronically to legal@archrecord.io and followed by physical courier to the Administrative Office.