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Contract analysis / ip-assignment-agreement.docx
ip-assignment-agreement.docx
High · 2
Medium · 1
Standard · 1
1. The "Lakewood Tree" logo, consisting of a stylized green deciduous tree with interlock
1. The "Lakewood Tree" logo, consisting of a stylized green deciduous tree with interlocking branches forming the outline of a medical cross, accompanied by the word "LAKEWOOD" in Avenir Next Bold typeface in navy blue (Pantone 289 C) and the words "REGIONAL HEALTH PARTNERS" in Avenir Next Regular typeface in medium gray (Pantone Cool Gray 9 C), as depicted on the Assignor's primary website, business cards, letterhea
2. The "LRHP" monogram mark, consisting of the letters "L," "R," "H," and "P" in a stacke
2. The "LRHP" monogram mark, consisting of the letters "L," "R," "H," and "P" in a stacked configuration in Avenir Next Bold typeface in navy blue (Pantone 289 C), as used on Assignor's mobile application icon, social media profile images, and abbreviated correspondence.
3. All trade dress associated with the foregoing marks, including the distinctive color s
Standard
⚑ Commercial term
3. All trade dress associated with the foregoing marks, including the distinctive color scheme (navy blue, forest green, and white), typeface selections, and the overall look and feel of Assignor's clinic signage, patient-facing materials, and digital presence. All original artwork, vector files (in Adobe Illustrator .ai and .eps formats), raster files (in .png and .jpg formats), brand guidelines, and style guides re
7. All other patient education materials, handouts, pamphlets, brochures, and information
7. All other patient education materials, handouts, pamphlets, brochures, and informational flyers authored by or on behalf of Assignor, in all formats (print and digital). B. Marketing and Advertising Content
1. All print advertising materials, including newspaper and magazine advertisements, dire
1. All print advertising materials, including newspaper and magazine advertisements, direct mail pieces, billboard designs, and event sponsorship materials, created by or on behalf of Assignor from 2015 to the Effective Date.
2. All digital advertising materials, including banner advertisements, social media adver
2. All digital advertising materials, including banner advertisements, social media advertisements, pay-per-click advertisements, email marketing templates, and e-newsletter designs, created by or on behalf of Assignor from 2015 to the Effective Date.
3. All video content, including television commercials, social media video content, patie
3. All video content, including television commercials, social media video content, patient testimonial videos (to the extent Assignor holds the applicable rights and releases), and promotional video content, created by or on behalf of Assignor from 2015 to the Effective Date.
4. All photographic content, including professional photographs of clinic locations, staf
4. All photographic content, including professional photographs of clinic locations, staff portraits, and stock photography licensed on a perpetual, transferable basis by or on behalf of Assignor, to the extent such licenses are transferable.
5. All radio advertising scripts and audio recordings created by or on behalf of Assignor
5. All radio advertising scripts and audio recordings created by or on behalf of Assignor from 2015 to the Effective Date. C. Website Content
1. All text, copy, graphics, photographs, images, illustrations, icons, audiovisual conte
1. All text, copy, graphics, photographs, images, illustrations, icons, audiovisual content, and other content displayed on or available through Assignor's websites at www.lakewoodregionalhealth.com, www.lakewoodhealth.org, and all related subdomains and landing pages, as of the Effective Date.
2. All underlying source code, HTML, CSS, JavaScript, and other code authored by or on be
2. All underlying source code, HTML, CSS, JavaScript, and other code authored by or on behalf of Assignor for the design and functionality of such websites, to the extent owned by Assignor and not subject to third-party licenses.
3. All blog posts, articles, and news items published on such websites.
3. All blog posts, articles, and news items published on such websites. D. Clinical Protocol Manuals and Internal Training Materials 1. "Lakewood Health Clinical Operations Manual" — internal operations manual (approximately 320 pages), covering clinical protocols, workflows, and standard operating procedures across all service lines, first created 2016, last revised February 2025. 2. "LRHP New Employee Orientation G
5. All other internal training materials, standard operating procedure documents, clinica
5. All other internal training materials, standard operating procedure documents, clinical pathway documents, and quality improvement materials authored by or on behalf of Assignor. E. Copyright Registration Status No federal copyright registrations with the United States Copyright Office are known to exist with respect to any of the foregoing works. All copyright rights in the foregoing works are asserted under comm
I. Scranton Office — 340 Adams Avenue, Suite 150, Scranton, PA 18503
I. Scranton Office — 340 Adams Avenue, Suite 150, Scranton, PA 18503 J. Wilkes-Barre Office — 88 North Franklin Street, Suite 210, Wilkes-Barre, PA 18701 K. Towanda Office — 215 Main Street, Suite 3, Towanda, PA 18848 L. Toll-Free Numbers (Centralized) Part V — Social Media Accounts The following social media accounts and handles are included within the Assigned intellectual Property: All account credentials, passwor
1. All proprietary clinical workflow diagrams, process maps, and standard operating proce
1. All proprietary clinical workflow diagrams, process maps, and standard operating procedure documents developed by or on behalf of Assignor for use in the delivery of primary care, urgent care, behavioral health, telehealth, and other services across all eleven (11) clinic locations, including, without limitation, the "Lakewood Clinical Pathway Library" (a collection of over seventy-five (75) clinical pathway docum
2. All proprietary patient intake, triage, and clinical assessment protocols and associat
2. All proprietary patient intake, triage, and clinical assessment protocols and associated documentation developed by or on behalf of Assignor.
3. All proprietary scheduling optimization algorithms, resource allocation models, and wo
3. All proprietary scheduling optimization algorithms, resource allocation models, and workforce management methodologies developed by or on behalf of Assignor, to the extent such materials exist in documented form (whether in electronic or hard-copy format).
4. All proprietary revenue cycle management processes, billing workflows, claims follow-u
4. All proprietary revenue cycle management processes, billing workflows, claims follow-up procedures, and denial management protocols developed by or on behalf of Assignor. B. Patient Portal Branding and Design Elements
1. All branding, logos, design elements, color schemes, custom graphics, user interface d
1. All branding, logos, design elements, color schemes, custom graphics, user interface designs, and patient-facing content applied to, displayed on, or accessible through the patient-facing portal operated by Assignor, to the extent such materials are owned by Assignor and are not proprietary to or licensed under the Clearpath EHR platform pursuant to License Agreement No. CP-ENT-2022-0487 between Assignor and Clear
2. For the avoidance of doubt, the underlying software code, platform architecture, datab
High
⚑ Non-compete / exclusivity restraint
2. For the avoidance of doubt, the underlying software code, platform architecture, database schemas, and technology infrastructure of the Clearpath EHR patient portal are not included within the Assigned intellectual Property and remain the exclusive property of Clearpath Health Technologies, Inc. pursuant to the Clearpath License Agreement. Only the "look and feel" overlay, branded visual elements, and custom conte
1. All marketing databases, email subscriber lists, mailing lists, and patient communicat
Medium
⚑ Forum / governing law
1. All marketing databases, email subscriber lists, mailing lists, and patient communication preference data maintained by Assignor in connection with its marketing and patient engagement activities, to the extent the transfer of such databases and lists is permitted under applicable Law, including the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), and the CAN-SPAM Act of 2003.
2. All patient communication templates, including appointment reminder templates, recall
2. All patient communication templates, including appointment reminder templates, recall and reactivation templates, patient satisfaction survey templates, and wellness campaign templates, in all formats (email, SMS, direct mail, and telephone script).
3. All newsletter templates, email campaign designs, and drip campaign sequences maintain
High
⚑ Automatic / tacit renewal
3. All newsletter templates, email campaign designs, and drip campaign sequences maintained in Assignor's marketing automation platform(s). D. Goodwill All goodwill of the business associated with, symbolized by, appurtenant to, or arising from the use of each of the foregoing items of Assigned intellectual Property listed in this Part VI, including all customer relationships, patient loyalty, brand recognition, and