Common use of Company Software Clause in Contracts

Company Software. (i) The Company Disclosure Schedule sets forth a true and complete list and description of all software systems and applications (A) designed or developed by employees of the Company or by consultants or independent contractors on the Company's behalf (the "Owned Software") or (B) licensed by the Company from any third party or constituting "off-the-shelf" software (the "Licensed Software"), in each case that is manufactured or used by the Company in the operation of its business or marketed, licensed or sold or proposed to be marketed, licensed or sold by the Company to third parties (collectively, the "Software") and, in the case of Licensed Software, the Company Disclosure Schedule identifies each license agreement with respect thereto. (ii) All of the Owned Software is original and is protected by the copyright laws of the United States. The Company owns the Owned Software free and clear of Encumbrances (other than valid third party patent rights of which the Company is unaware) and has not sold, assigned, licensed, distributed or in any other way disposed of or Encumbered the Owned Software other than licenses granted in the ordinary course of business as disclosed on the Company Disclosure Schedule. (iii) The Licensed Software is validly held and used by the Company and is currently, and after giving effect to the Merger, will be, fully utilizable by the Company pursuant to the applicable license agreement with respect thereto without the consent of or notice to any third party. To the best knowledge of the Company, all of the Company's computer hardware has validly licensed software installed therein and the Company's use thereof does not conflict with or violate any such license. (iv) The Company has not knowingly altered its data, or any Software or supporting software that may in turn damage the integrity of the data, whether stored in electronic, optical or magnetic or other form. To the best knowledge of the Company, the Software does not contain any viruses (the Company having employed standard virus checkers to identify the same). The Company has furnished Purchaser with all existing documentation relating to the use, maintenance and operation of the Software.

Company Software. (ia) The Section 4.13 of the Company Disclosure Schedule Statement sets forth a true and complete list and description of all software programs, systems and applications (A) designed or developed or under development by employees of the Company or by consultants or independent contractors on the Company's behalf (including all documentation therefor, the "Owned Software") or (B) licensed by the Company from any third party or constituting "off-the-shelf" software (the "Licensed Software"), in each case that is manufactured or used by the Company in the operation of its business or marketed, licensed or sold or proposed to be marketed, licensed or sold by the Company to third parties (collectively, the "Software") and, in the case of Licensed Software, other than "off-the-shelf" software, Section 4.13(a) of the Company Disclosure Schedule Statement identifies each license agreement with respect thereto. (iib) All of the Owned Software is are original works of authorship and is are protected by the copyright laws of the United States. The Company owns all right, title and interest in and to the Owned Software Software, and all copyrights thereto, free and clear of Encumbrances (other than valid third party patent rights of which the Company is unaware) any Encumbrance and has not sold, assigned, licensed, distributed or in any other way disposed of or Encumbered subjected the Owned Software other than licenses granted in to any Encumbrance. None of the ordinary course Owned Software incorporates, is based on or is a derivative work of business as disclosed any third party code that is subject to the terms of a public source license or otherwise imposes conditions on the Company Disclosure Scheduleterms and conditions under which the Owned Software may be used or distributed. (iiic) The Licensed Software is validly held and used by the Company and is currently, and after giving effect to the Merger, will be, fully utilizable may be used by the Company pursuant to the applicable license agreement with respect thereto without the consent of or notice to any third party and is fully and freely utilizable by the Surviving Corporation without the consent of or notice to any third party. To the best knowledge of the Company, all of the Company's computer hardware has validly licensed software installed therein and the Company's use thereof does not conflict with or violate any such license. (ivd) Schedule 4.13(d) of the Disclosure Statement sets forth the licensees of the Owned Software to which the Company currently provides support services. The Owned Software (to the Extent of versions 11 and 12 of the Genesis 2000 product and version 1 of the WebBuilder product) is free from any significant software defect, is free from any significant programming, documentation error or virus ("Bugs") not inconsistent with commercially reasonable standards acceptable for such Bugs, operates and runs in a commercially reasonable business manner, conforms in all material respects to the specifications thereof, and, with respect to the Owned Software, the applications can be compiled from their associated source code without undue burden. Except as otherwise stated in the -00- Xxxxxxxxxx Xxxxxxxxx, the Company and the Selling Stockholders are not aware of any Bugs in the Owned Software. (e) The Company does not maintain any historical customer or product usage data except for such data maintained on the EPASS server or WebBuilder server, which such customer data has not knowingly never been altered its data, or any Software or supporting software that may in turn damage the integrity of the data, whether stored in electronic, optical or magnetic or other form. To the best knowledge of by the Company, the Software does not contain any viruses (the Company having employed standard virus checkers to identify the same). The Company has furnished Purchaser with made all existing documentation relating to the use, maintenance and operation of the Owned Software available to iOwn, all of which is true and accurate in all material respects. (f) All Owned Software, and, to the best knowledge of the Company, Licensed Software (including existing products Software and technology and Software and technology currently under development) used in the operation of the business as presently conducted will at all times (i) record, store, process, calculate, manage, manipulate and present calendar dates falling before, on and after (and if applicable, spans of time including) December 31, 1999, including, without limitation, single-century formulas and multi-century formulas and (ii) create, calculate, recognize, accept, display, store, retrieve, accent, compare, sort, manipulate, or process any information dependent on or relating to such dates or otherwise provide use of dates or date-dependent or date-related data, including, but not limited to, century recognition, day-of-the week recognition, leap years, date values and interfaces of date functionalities, without loss of accuracy, functionality, data integrity and performance and will provide that all date-related data and user interface functionalities and data fields include the indication of century, provided that the data provided by the end user or from and through third party products is properly transmits such data in Y2K compliance as required and specified by the Owned Software.

Company Software. (i) The Section 3.1(l)(i) of the Company Disclosure Schedule sets forth a true and complete list and description of all software programs, systems and applications (A) designed or developed or under development by employees of the Company or by consultants or independent contractors on the Company's behalf including all documentation therefor (the "Owned Software") or (B) licensed by the Company from any third party or constituting "off-the-shelf" software (the "Licensed Software"), in each case that is manufactured or used by the Company in the operation of its business or marketed, licensed or sold or proposed to be marketed, licensed or sold by the Company to third parties (collectively, the "Software") and, in the case of Licensed Software, Section 3.1(l)(i) of the Company Disclosure Schedule identifies each license agreement with respect thereto.; (ii) All of the Owned Software is are original works of authorship and is are protected by the copyright laws of the United States. The Company owns all right, title and interest in and to the Owned Software Software, and all copyrights thereto, free and clear of Encumbrances (other than valid third party patent rights of which the Company is unaware) any Encumbrance and has not sold, assigned, licensed, distributed or in any other way disposed of or Encumbered subjected the Owned Software other than licenses granted in to any Encumbrance. None of the ordinary course Owned Software incorporates, is based on or is a derivative work of business as disclosed any third party code that is subject to the terms of a public source license or otherwise imposes conditions on the Company Disclosure Schedule.terms and conditions under which the Owned Software may be used or distributed; (iii) The Licensed Software is validly held and used by the Company and is currently, and after giving effect to the Merger, will be, fully utilizable may be used by the Company pursuant to the applicable license agreement with respect thereto without the consent of or notice to any third party and is fully and freely utilizable by the Surviving Corporation without the consent of or notice to any third party. To the best knowledge of the Company, all All of the Company's computer hardware has validly licensed software installed therein and the Company's use thereof does not conflict with or violate violate, and the Surviving Corporation's use thereof will not conflict with or violate, any such license.; (iv) The Software is free from any significant software defect, and any programming, documentation error or virus ("Bugs") not consistent with commercially reasonable industry standards acceptable for such Bugs, operates and runs in a reasonable and efficient business manner, conforms to the specifications thereof, and, with respect to the Owned Software, the applications can be compiled from their associated source code without undue burden; (v) The Company has not knowingly altered its data, or any Software or supporting software that may in turn damage the integrity of the data, whether stored in electronic, optical or magnetic or other form. To the best knowledge of the Company, the Software does not contain any viruses (the Company having employed standard virus checkers to identify the same). The Company has furnished Purchaser Parent with all existing documentation relating to the use, maintenance and operation of the Software, all of which is true, complete and accurate; and (vi) The Company's products, hardware, databases, firmware, embedded control systems, Owned Software and Licensed Software (including existing products Software and technology and Software and technology currently under development) used in the operation of the business as presently conducted and as proposed to be conducted have been designed, written and tested to, and will at all times (i) record, store, process, calculate, manage, manipulate and present calendar dates falling before, on and after (and if applicable, spans of time including) December 31, 1999, including, without limitation, single-century formulas and multi-century formulas and (ii) create, calculate, recognize, accept, display, store, retrieve, accent, compare, sort, manipulate, or process any information dependent on or relating to such dates or otherwise provide use of dates or date-dependent or date-related data, including, but not limited to, century recognition, day-of-the week recognition, leap years, date values and interfaces of date functionalities, without loss of accuracy, functionality, data integrity and performance and will provide that all date-related data and user interface functionalities and data fields include the indication of century (collectively, "Year 2000 Compliant"). Section 3.1 (l)(vi) of the Company Disclosure Schedule describes all software, hardware, databases or embedded control systems not owned or developed by the Company that is or are licensed for or otherwise used by the Company in the operation of its business as presently conducted and as proposed to be conducted and the nature and extent of the Company's knowledge and inquiry regarding the degree to which all such hardware, software, databases or embedded control systems are Year 2000 Compliant.

Company Software. (i) The Company Disclosure Schedule sets forth a true and complete list and description of all software systems and applications (A) designed or developed by employees of the Company or by consultants or independent contractors on the Company's behalf (the "Owned Software") or (B) licensed by the Company from any third party or constituting "off-the-shelf" software (the "Licensed Software"), in each case that is manufactured or used by the Company in the operation of its business or marketed, licensed or sold or proposed to be marketed, licensed or sold by the Company to third parties (collectively, the "Software") and, in the case of Licensed Software, the Company Disclosure Schedule identifies each license agreement with respect thereto. (ii) All of the Owned owned Software is original and is protected by the copyright laws of the United States. The Company owns the Owned Software free and clear of Encumbrances (other than valid third party patent rights of which the Company is unaware) and has not sold, assigned, licensed, distributed or in any other way disposed of or Encumbered the Owned Software other than licenses granted in the ordinary course of business as disclosed on the Company Disclosure Schedule. (iii) The Licensed Software is validly held and used by the Company and is currently, and after giving effect to the Merger, will be, fully utilizable by the Company pursuant to the applicable license agreement with respect thereto without the consent of or notice to any third party. To the best knowledge of the CompanyCompany and the Stockholder, all of the Company's computer hardware has validly licensed software installed therein and the Company's use thereof does not conflict with or violate any such license. (iv) The Company has not knowingly altered its data, or any Software or supporting software that may in turn damage the integrity of the data, whether stored in electronic, optical or magnetic or other form. To the best knowledge of the CompanyCompany and the Stockholder, the Software does not contain any viruses (the Company having employed standard virus checkers to identify the same). The Company has furnished Purchaser with all existing documentation relating to the use, maintenance and operation of the Software, all of which, to the best knowledge of the Company and the Stockholder, is true and accurate.

Company Software. (i) The Section 3.1(l)(i) of the Company Disclosure Schedule sets forth a true and complete list and description of all software programs, systems and applications (A) designed or developed or under development by the Stockholder or employees of the Company or by consultants or independent contractors on the Company's behalf including all documentation therefor (the "Owned Software") or (B) licensed by the Company from any third party or party, other than software constituting "off-the-shelf" software (the "Licensed Software"), in each case that is manufactured or used by the Company in the operation of its business or marketed, licensed or sold or proposed to be marketed, licensed or sold by the Company to third parties (collectively, the "Software") and, in the case of Licensed Software, Section 3.1(l)(i) of the Company Disclosure Schedule identifies each license agreement with respect thereto. (ii) All of the Owned Software is are original works of authorship and is are protected by the copyright laws of the United States. The Company owns all right, title and interest in and to the Owned Software Software, and all copyrights thereto, free and clear of Encumbrances (other than valid third party patent rights any Encumbrance and, except as disclosed in Section 3.1(l)(ii) of which the Company is unaware) and Disclosure Schedule, has not sold, assigned, licensed, distributed or in any other way disposed of or Encumbered subjected the Owned Software other than licenses granted in the ordinary course of business as disclosed on the Company Disclosure Scheduleto any Encumbrance. (iii) The Licensed Software is validly held and used by the Company and is currently, and after giving effect to the Merger, will be, fully utilizable by the Company pursuant to the applicable license agreement with respect thereto without the consent of or notice to any third party and is fully and freely utilizable by the Surviving Corporation or Parent without the consent of or notice to any third party. To the best knowledge of the Company, all All of the Company's computer hardware has validly licensed software installed therein and the Company's use thereof does not conflict with or violate any such license. (iv) The Company has not knowingly altered its dataOwned Software and, or any Software or supporting software that may in turn damage the integrity of the data, whether stored in electronic, optical or magnetic or other form. To to the best knowledge of the CompanyCompany and the Stockholder, the Licensed Software, is free from any significant software defect or programming or documentation error, operates and runs in a reasonable and efficient business manner, substantially conforms to the specifications thereof, and, with respect to the Owned Software, the applications can be compiled from their associated source code without undue burden. (v) The Software does not contain any bugs or viruses (the Company having employed standard virus checkers to identify the same)not consistent with commercially reasonable industry standards acceptable for bugs. The Company has furnished Purchaser Parent with all existing documentation relating to the use, maintenance and operation of the SoftwareSoftware listed on Section 3.1(l)(v) of the Company Disclosure Schedule, all of which is true and accurate. (vi) Except as disclosed in Section 3.1(l)(vi) of the Company Disclosure Schedule, the Company's products, hardware, databases, firmware, embedded control systems, Owned Software and Licensed Software (including existing products Software and technology and Software and technology currently under development) used in the operation of the business as presently conducted and as proposed to be conducted have been designed, written and tested to, and will at all times (i) record, store, process, calculate, manage, manipulate and present calendar dates falling before, on and after (and if applicable, spans of time including) December 31, 1999, including, without limitation, single-century formulas and multi-century formulas and (ii) create, calculate, recognize, accept, display, store, retrieve, accent, compare, sort, manipulate, or process any information dependent on or relating to such dates or otherwise provide use of dates or date-dependent or date-related data, including, but not limited to, century recognition, day-of-the week recognition, leap years, date values and interfaces of date functionalities, without loss of accuracy, functionality, data integrity and performance and will provide that all date-related data and user interface functionalities and data fields include the indication of century (collectively, "Year 2000 Compliant"). Section 3.1 (l)(vi) of the Company Disclosure Schedule describes all software, hardware, databases or embedded control systems not owned or developed by the Company that is or are licensed for or otherwise used by the Company in the operation of its business as presently conducted and as proposed to be conducted and the nature and extent of the Company's knowledge and inquiry regarding the degree to which all such hardware, software, databases or embedded control systems are Year 2000 Compliant. (vii) Since the inception of the Company, the Company has not, to any material extent, (A) defaulted under any software or development contract, (B) failed to meet any product specifications or characteristics or software or development milestones and standards thereunder, (C) failed to properly interface any computer software program with the intended operating system software or related hardware designs applicable thereto, or (D) had any party to any software or development contract terminate said contract or notify the Company that such party intends to terminate any such contract.