Contract analysis
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Contract analysis / dd-memo-intellectual-property.docx
dd-memo-intellectual-property.docx
High · 4
Medium · 5
Standard · 0
I. Executive Summary
Medium
⚑ Forum / governing law
I. Executive Summary This memorandum summarizes the findings of our intellectual property and technology due diligence review conducted in connection with the proposed initial public offering (the "IPO" or the "Offering") by Calloway-Briggs Renewables Inc. ("CBR" or the "Company") of shares of its common stock on the New York Stock Exchange under the proposed ticker symbol "CBRI." The anticipated gross proceeds of th
II. Corporate Structure Context for IP Ownership
High
⚑ Non-compete / exclusivity restraint
II. Corporate Structure Context for IP Ownership An understanding of the Company's corporate structure is necessary to evaluate the ownership and allocation of IP assets across the CBR enterprise. As detailed in the Due Diligence Memorandum — Corporate Structure (Document 3), the Company operates through a multi-tiered holding-company and subsidiary structure that is typical for utility-scale renewable-energy platfor
III. Trademarks and Brand Identity
Medium
⚑ Notice / time limit to track
III. Trademarks and Brand Identity A. Registered Trademarks The Company maintains a portfolio of four registered trademarks with the USPTO, all of which are owned by Calloway-Briggs Renewables Inc. (the parent entity). The table below summarizes the registered marks: With respect to the registered trademarks, we note the following: • Class 40 (Energy Generation): All four marks are registered in International Class 4
IV. SCADA Systems and Operational Technology
High
⚑ Non-compete / exclusivity restraint
IV. SCADA Systems and Operational Technology A. Overview of SCADA Infrastructure CBR utilizes Supervisory Control and Data Acquisition ("SCADA") systems across its entire portfolio of operating and under-construction renewable-energy projects. SCADA technology is central to the Company's ability to monitor, control, and optimize the performance of its utility-scale solar, wind, and battery-storage assets in real time
V. Proprietary Monitoring and Analytics Software
Medium
⚑ Confidentiality undertaking
V. Proprietary Monitoring and Analytics Software A. CBR Asset Performance Platform ("APP") The Company's most significant proprietary software asset is an internally developed platform referred to as the Asset Performance Platform, or "APP." The APP is a comprehensive, enterprise-wide software system that aggregates, processes, and presents operational and financial data from across the Company's entire portfolio of
VI. Trade Secrets and Know-How
High
⚑ Non-compete / exclusivity restraint
VI. Trade Secrets and Know-How A. Categories of Trade Secrets CBR and its subsidiaries maintain a substantial body of trade secrets and proprietary know-how that has been developed over the course of the Company's more than ten years of operation in the utility-scale renewable-energy sector. The Company's trade secrets span the full range of its business functions, from project development through construction, opera
VII. Third-Party Technology Licenses
High
⚑ Non-compete / exclusivity restraint
VII. Third-Party Technology Licenses A. Inventory of Material Technology Licenses The Company is a party to a number of third-party technology license and subscription agreements that support its operations. In addition to the primary SCADA platform enterprise license and the BMS license discussed in Section IV.B above, the following material technology licenses were identified and reviewed: Enterprise Resource Plann
VIII. IPO-Related Change-of-Control Analysis for IP/Technology Agreements
Medium
⚑ Notice / time limit to track
VIII. IPO-Related Change-of-Control Analysis for IP/Technology Agreements A critical component of the IP and technology due diligence review in the context of the proposed IPO is the analysis of whether the Offering would trigger any change-of-control or assignment provisions in the Company's material technology license agreements. Such triggers, if applicable, could require the Company to obtain third-party consents
IX. IP Provisions in Material Commercial Contracts
Medium
⚑ Confidentiality undertaking
IX. IP Provisions in Material Commercial Contracts In addition to the technology licenses reviewed above, we examined the IP-related provisions contained in the Company's other material commercial contracts to identify any potential issues that could affect the Company's IP rights or create obligations to third parties with respect to the Company's proprietary technology. A. Power Purchase Agreements (PPAs) We review