Common use of Intellectual Property; Computer Software Clause in Contracts

Intellectual Property; Computer Software. (a) Schedule 6.12(A) hereto sets forth (i) a complete and correct list of all trademarks, trade names, service marks, service names, and brand names (whether or not any of the same are registered), and all patents and registered copyrights and all applications for the foregoing, if any, (setting forth the registration, issue or serial number of the patents and registered copyrights and a description of the same) applicable to or used in the business of Purchaser; (ii) the owner of such intellectual property and any registration thereof or application thereof; and (iii) a complete list of all licenses granted by or to Purchaser with respect to any of the above (identified by title, date and parties) (not inclusive of Customer Contracts). All such trademarks, trade names, service marks, service names, brand names, copyrights and patents are owned by Purchaser free and clear of all liens, claims, security interests and encumbrances, except for such liens, claims, security interests and encumbrances as would, individually or in the aggregate, not have a Material Adverse Effect. Except as set forth on Schedule 6.12(A), Purchaser is not currently in receipt of any notice of any violation of, and, to Purchaser's knowledge, Purchaser is not violating the rights of others in any trademark, trade name, service mark, copyright, patent, trade secret, know-how or other intangiblx xxset, except such violations as, individually or in the aggregate, would not have a Material Adverse Effect. (b) Schedule 6.12(B) contains a complete and accurate list of all Owned Software. Except as set forth on Schedule 6.12(B), Purchaser has title to the Owned Software, free and clear of all claims, including claims or rights of employees, agents, consultants, inventors, customers, licensees or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software. Except as set forth on Schedule 6.12(B) and except for commercially available, over-the-counter "shrink-wrap" software, the Owned Software is not dependent on any Licensed Software (as defined in subsection (c) below) in order to operate fully in the manner in which it is intended. The source code to the Owned Software has not been published or disclosed to any other parties, except as set forth in the Customer Contracts or as set forth on Schedule 6.12(B), and except pursuant to contracts requiring such other parties to keep the Owned Software confidential. To the knowledge of Purchaser, no such other party has breached any such obligation of confidentiality. (c) Schedule 6.12(C) contains a complete and accurate list of all Licensed Software. Purchaser has the right and license to use, sublicense, modify and copy Licensed Software to the extent set forth in the respective license, lease or similar agreement pursuant to which the Licensed Software is licensed to Purchaser, free of any other limitations or encumbrances, and Purchaser is in compliance with all applicable provisions of such agreement, except for failures to comply which, individually or in the aggregate, would not have a Material Adverse Effect. Except as disclosed on Schedule 6.12(C), none of the Licensed Software has been incorporated into or made a part of any Owned Software or any other Licensed Software. Purchaser has not published or disclosed any Licensed Software to any other party except in accordance with and as permitted by any license, lease or similar agreement relating to the Licensed Software and except pursuant to contracts requiring such other parties to keep the Licensed Software confidential. No party to whom Purchaser has disclosed Licensed Software has, to the knowledge of Purchaser, breached such obligation of confidentiality, except for such publications and disclosures that, individually or in the aggregate, would not have a Material Adverse Effect. (d) The Owned Software and Licensed Software and commercially available over-the-counter "shrink-wrap" software constitute all software used in the businesses of Purchaser (collectively, the "Purchaser Software"). The Transactions will not cause a breach or default under any licenses, leases or similar agreements relating to Purchaser Software or impair Purchaser's ability to use Purchaser Software in the same manner as such computer software is currently used by Purchaser. To the knowledge of Purchaser, (i) Purchaser is not infringing any intellectual property rights of any other person or entity with respect to Purchaser Software, and (ii) no other person or entity is infringing any intellectual property rights of Purchaser with respect to Purchaser Software, except for infringements that, individually or in the aggregate, would not have a Material Adverse Effect.

Intellectual Property; Computer Software. (a) Schedule 6.12(A5.12(A) hereto sets forth (i) a complete and correct list of all trademarks, trade names, service marks, service names, and brand names (whether or not any of the same are registered), and all patents and registered copyrights and all applications for the foregoing, if any, (setting forth the registration, issue or serial number of the patents and registered copyrights and a description of the same) applicable to or used in the business of Purchaserthe Company; (ii) the owner of such intellectual property and any registration thereof or application thereof; and (iii) a complete list of all licenses granted by or to Purchaser the Company with respect to any of the above (identified by title, date and parties) (not inclusive of Customer Contracts). All such trademarks, trade names, service marks, service names, brand names, copyrights and patents are owned by Purchaser the Company free and clear of all liens, claims, security interests and encumbrances, except for such liens, claims, security interests and encumbrances as would, individually or in the aggregate, not have a Material Adverse Effect. Except as set forth on Schedule 6.12(A5.12(A), Purchaser the Company is not currently in receipt of any notice of any violation of, and, to Purchaserthe Company's and Parent's knowledge, Purchaser the Company is not violating the rights of others in any trademark, trade name, service mark, copyrightxxpyright, patent, trade secret, know-how or other intangiblx xxsetintangible asset, except such violations as, individually or in the aggregate, would not have a Material Adverse Effect. (b) Schedule 6.12(B5.12(B) contains a complete and accurate list of all Owned Software. Except as set forth on Schedule 6.12(B5.12(B), Purchaser the Company has title to the Owned Software, free and clear of all claims, including claims or rights of employees, agents, consultants, inventors, customers, licensees or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software. Except as set forth on Schedule 6.12(B5.12(B) and except for commercially available, over-the-counter "shrink-wrap" software, the Owned Software is not dependent on any Licensed Software (as defined in subsection (c) below) in order to operate fully in the manner in which it is intended. The source code to the Owned Software has not been published or disclosed to any other parties, except as set forth in the Customer Contracts or as set forth on Schedule 6.12(B5.12(B), and except pursuant to contracts requiring such other parties to keep the Owned Software confidential. To the knowledge of Purchaserthe Company and Parent, no such other party has breached any such obligation of confidentiality. (c) Schedule 6.12(C5.12(C) contains a complete and accurate list of all software (other than commercially available over-the-counter "shrink-wrap" software) under which the Company is a licensee, lessee or otherwise has obtained the right to use (the "Licensed Software"). Purchaser The Company has the right and license to use, sublicense, modify and copy Licensed Software to the extent set forth in the respective license, lease or similar agreement pursuant to which the Licensed Software is licensed to Purchaserthe Company, free of any other limitations or encumbrances, and Purchaser the Company is in compliance with all applicable provisions of such agreementagreements, except for failures to comply which, individually or in the aggregate, would not have a Material Adverse Effect. Except as disclosed on Schedule 6.12(C5.12(C), none of the Licensed Software has been incorporated into or made a part of any Owned Software or any other Licensed Software. Purchaser The Company has not published or disclosed any Licensed Software to any other party except in accordance with and as permitted by any license, lease or similar agreement relating to the Licensed Software and except pursuant to contracts requiring such other parties to keep the Licensed Software confidential. No party to whom Purchaser the Company has disclosed Licensed Software has, to the knowledge of Purchaserthe Company and Parent, breached such obligation of confidentiality, except for such publications and disclosures that, individually or in the aggregate, would not have a Material Adverse Effect. (d) The Owned Software and Licensed Software and commercially available over-the-counter "shrink-wrap" software constitute all software used in the businesses of Purchaser the Company (collectively, the "Purchaser Company Software"). The Transactions will not cause a breach or default under any licenses, leases or similar agreements relating to Purchaser the Company Software or impair Purchaser's ability to use Purchaser the Company Software in the same manner as such computer software is currently used by Purchaserthe Company. To the knowledge of Purchaserthe Company and Parent, (i) Purchaser the Company is not infringing any intellectual property rights of any other person or entity with respect to Purchaser the Company Software, and (ii) no other person or entity is infringing any intellectual property rights of Purchaser the Company with respect to Purchaser the Company Software, except for infringements that, individually or in the aggregate, would not have a Material Adverse Effect.

Intellectual Property; Computer Software. (a) Schedule 6.12(A5.12(a) hereto sets forth (i) a complete and correct list of all trademarks, trade names, service marks, service names, and brand names (whether or not any of the same are registered), and all patents and registered copyrights and all applications for the foregoing, if any, (setting forth the registration, issue or serial number of the patents and registered copyrights and a description of the same) applicable to or used in the business of Purchaserthe Company; (ii) the owner of such intellectual property and any registration thereof or application thereof; and (iii) a complete list of all licenses granted by or to Purchaser the Company with respect to any of the above (identified by title, date and parties) (not inclusive of Customer Contracts). All such trademarks, trade names, service marks, service names, brand names, copyrights and patents are owned by Purchaser the Company free and clear of all liens, claims, security interests and encumbrances, except for such liens, claims, security interests and encumbrances as would, individually or in the aggregate, not have a Company Material Adverse Effect. Except as set forth on Schedule 6.12(A5.12(a), Purchaser the Company is not currently in receipt of any notice of any violation of, and, to Purchaserthe Company's knowledge, Purchaser the Company is not violating the rights of others in any trademark, trade name, service mark, copyright, patent, trade xxxde secret, know-how or other intangiblx xxsetintangible asset, except such violations as, individually or in the aggregate, would not have a Company Material Adverse Effect. (b) Schedule 6.12(B5.12(b) contains a complete and accurate list of all Owned Software. Except as set forth on Schedule 6.12(B5.12(b), Purchaser the Company has title to the Owned Software, free and clear of all claims, including claims or rights of employees, agents, consultants, inventors, customers, licensees or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software. Except as set forth on Schedule 6.12(B5.12(b) and except for commercially available, over-the-counter "shrink-wrap" software, the Owned Software is not dependent on any Licensed Software (as defined in subsection (c) below) in order to operate fully in the manner in which it is intended. The source code to the Owned Software has not been published or disclosed to any other parties, except as set forth in the Customer Contracts or as set forth on Schedule 6.12(B5.12(b), and except pursuant to contracts requiring such other parties to keep the Owned Software confidential. To the knowledge of Purchaserthe Company, no such other party has breached any such obligation of confidentiality. (c) Schedule 6.12(C5.12(c) contains a complete and accurate list of all software (other than commercially available over-the-counter "shrink-wrap" software) under which the Company is a licensee, lessee or otherwise has obtained the right to use (the "Licensed Software"). Purchaser The Company has the right and license to use, sublicense, modify and copy Licensed Software to the extent set forth in the respective license, lease or similar agreement pursuant to which the Licensed Software is licensed to Purchaserthe Company, free of any other limitations or encumbrances, and Purchaser the Company is in compliance with all applicable provisions of such agreementagreements, except for failures to comply which, individually or in the aggregate, would not have a Company Material Adverse Effect. Except as disclosed on Schedule 6.12(C5.12(c), none of the Licensed Software has been incorporated into or made a part of any Owned Software or any other Licensed Software. Purchaser Except for such publications and disclosures that, individually or in the aggregate, would not have a Company Material Adverse Effect, the Company has not published or disclosed any Licensed Software to any other party except in accordance with and as permitted by any license, lease or similar agreement relating to the Licensed Software and except pursuant to contracts requiring such other parties to keep the Licensed Software confidential. No party to whom Purchaser has disclosed Licensed Software has, to the knowledge of Purchaser, breached such obligation of confidentiality, except Except for such publications and disclosures that, individually or in the aggregate, would not have a Company Material Adverse Effect, no party to whom the Company has disclosed Licensed Software has, to the knowledge of the Company, breached such obligation of confidentiality. (d) The Owned Software and Licensed Software and commercially available over-the-counter "shrink-wrap" software constitute all software used in the businesses of Purchaser the Company (collectively, the "Purchaser Company Software"). The Transactions will not cause a breach or default under any licenses, leases or similar agreements relating to Purchaser the Company Software or impair Purchaser's ability to use Purchaser the Company Software in the same manner as such computer software is currently used by Purchaserthe Company. To the knowledge of Purchaserthe Company, (i) Purchaser the Company is not infringing any intellectual property rights of any other person or entity with respect to Purchaser the Company Software, and (ii) no other person or entity is infringing any intellectual property rights of Purchaser the Company with respect to Purchaser the Company Software, except for infringements that, individually or in the aggregate, would not have a Company Material Adverse Effect.

Intellectual Property; Computer Software. (a) Schedule 6.12(A5.12(A) hereto sets forth (i) a complete and correct list of all trademarks, trade names, service marks, service names, and brand names (whether or not any of the same are registered), and all patents and registered copyrights and all applications for the foregoing, if any, (setting forth the registration, issue or serial number of the patents and registered copyrights and a description of the same) applicable to or used in the business of Purchaserthe Company; (ii) the owner of such intellectual property and any registration thereof or application thereof; and (iii) a complete list of all licenses granted by or to Purchaser the Company with respect to any of the above (identified by title, date and parties) (not inclusive of Customer Contracts). All such trademarks, trade names, service marks, service names, brand names, copyrights and patents are owned by Purchaser the Company free and clear of all liens, claims, security interests and encumbrances, except for such liens, claims, security interests and encumbrances as would, individually or in the aggregate, not have a Material Adverse Effect. Except as set forth on Schedule 6.12(A5.12(A), Purchaser the Company is not currently in receipt of any notice of any violation of, and, to Purchaserthe Company's and Parent's knowledge, Purchaser the Company is not violating the rights of others in any trademark, trade name, service markxxxx, copyright, patent, trade secret, know-how or other intangiblx xxsetintangible asset, except such violations as, individually or in the aggregate, would not have a Material Adverse Effect. (b) Schedule 6.12(B5.12(B) contains a complete and accurate list of all Owned Software. Except as set forth on Schedule 6.12(B5.12(B), Purchaser the Company has title to the Owned Software, free and clear of all claims, including claims or rights of employees, agents, consultants, inventors, customers, licensees or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software. Except as set forth on Schedule 6.12(B5.12(B) and except for commercially available, over-the-counter "shrink-wrap" software, the Owned Software is not dependent on any Licensed Software (as defined in subsection (c) below) in order to operate fully in the manner in which it is intended. The source code to the Owned Software has not been published or disclosed to any other parties, except as set forth in the Customer Contracts or as set forth on Schedule 6.12(B5.12(B), and except pursuant to contracts requiring such other parties to keep the Owned Software confidential. To the knowledge of Purchaserthe Company and Parent, no such other party has breached any such obligation of confidentiality. (c) Schedule 6.12(C5.12(C) contains a complete and accurate list of all software (other than commercially available over-the-counter "shrink-wrap" software) under which the Company is a licensee, lessee or otherwise has obtained the right to use (the "Licensed Software"). Purchaser The Company has the right and license to use, sublicense, modify and copy Licensed Software to the extent set forth in the respective license, lease or similar agreement pursuant to which the Licensed Software is licensed to Purchaserthe Company, free of any other limitations or encumbrances, and Purchaser the Company is in compliance with all applicable provisions of such agreementagreements, except for failures to comply which, individually or in the aggregate, would not have a Material Adverse Effect. Except as disclosed on Schedule 6.12(C5.12(C), none of the Licensed Software has been incorporated into or made a part of any Owned Software or any other Licensed Software. Purchaser The Company has not published or disclosed any Licensed Software to any other party except in accordance with and as permitted by any license, lease or similar agreement relating to the Licensed Software and except pursuant to contracts requiring such other parties to keep the Licensed Software confidential. No party to whom Purchaser the Company has disclosed Licensed Software has, to the knowledge of Purchaserthe Company and Parent, breached such obligation of confidentiality, except for such publications and disclosures that, individually or in the aggregate, would not have a Material Adverse Effect. (d) The Owned Software and Licensed Software and commercially available over-the-counter "shrink-wrap" software constitute all software used in the businesses of Purchaser the Company (collectively, the "Purchaser Company Software"). The Transactions will not cause a breach or default under any licenses, leases or similar agreements relating to Purchaser the Company Software or impair Purchaser's ability to use Purchaser the Company Software in the same manner as such computer software is currently used by Purchaserthe Company. To the knowledge of Purchaserthe Company and Parent, (i) Purchaser the Company is not infringing any intellectual property rights of any other person or entity with respect to Purchaser the Company Software, and (ii) no other person or entity is infringing any intellectual property rights of Purchaser the Company with respect to Purchaser the Company Software, except for infringements that, individually or in the aggregate, would not have a Material Adverse Effect.

Intellectual Property; Computer Software. (a) Schedule 6.12(A) hereto sets forth (i) a complete and correct list of all trademarks, trade names, service marks, service names, and brand names (whether or not any of the same are registered), and all patents and registered copyrights and all applications for the foregoing, if any, (setting forth the registration, issue or serial number of the patents and registered copyrights and a description of the same) applicable to or used in the business of Purchaser; (ii) the owner of such intellectual property and any registration thereof or application thereof; and (iii) a complete list of all licenses granted by or to Purchaser with respect to any of the above (identified by title, date and parties) (not inclusive of Customer Contracts). All such trademarks, trade names, service marks, service names, brand names, copyrights and patents are owned by Purchaser free and clear of all liens, claims, security interests and encumbrances, except for such liens, claims, security interests and encumbrances as would, individually or in the aggregate, not have a Material Adverse Effect. Except as set forth on Schedule 6.12(A), Purchaser is not currently in receipt of any notice of any violation of, and, to Purchaser's knowledge, Purchaser is not violating the rights of others in any trademark, trade name, service markxxxx, copyright, patent, trade secret, know-how or other intangiblx xxsetintangible asset, except such violations as, individually or in the aggregate, would not have a Material Adverse Effect. (b) Schedule 6.12(B) contains a complete and accurate list of all Owned Software. Except as set forth on Schedule 6.12(B), Purchaser has title to the Owned Software, free and clear of all claims, including claims or rights of employees, agents, consultants, inventors, customers, licensees or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software. Except as set forth on Schedule 6.12(B) and except for commercially available, over-the-counter "shrink-wrap" software, the Owned Software is not dependent on any Licensed Software (as defined in subsection (c) below) in order to operate fully in the manner in which it is intended. The source code to the Owned Software has not been published or disclosed to any other parties, except as set forth in the Customer Contracts or as set forth on Schedule 6.12(B), and except pursuant to contracts requiring such other parties to keep the Owned Software confidential. To the knowledge of Purchaser, no such other party has breached any such obligation of confidentiality. (c) Schedule 6.12(C) contains a complete and accurate list of all Licensed Software. Purchaser has the right and license to use, sublicense, modify and copy Licensed Software to the extent set forth in the respective license, lease or similar agreement pursuant to which the Licensed Software is licensed to Purchaser, free of any other limitations or encumbrances, and Purchaser is in compliance with all applicable provisions of such agreement, except for failures to comply which, individually or in the aggregate, would not have a Material Adverse Effect. Except as disclosed on Schedule 6.12(C), none of the Licensed Software has been incorporated into or made a part of any Owned Software or any other Licensed Software. Purchaser has not published or disclosed any Licensed Software to any other party except in accordance with and as permitted by any license, lease or similar agreement relating to the Licensed Software and except pursuant to contracts requiring such other parties to keep the Licensed Software confidential. No party to whom Purchaser has disclosed Licensed Software has, to the knowledge of Purchaser, breached such obligation of confidentiality, except for such publications and disclosures that, individually or in the aggregate, would not have a Material Adverse Effect. (d) The Owned Software and Licensed Software and commercially available over-the-counter "shrink-wrap" software constitute all software used in the businesses of Purchaser (collectively, the "Purchaser Software"). The Transactions will not cause a breach or default under any licenses, leases or similar agreements relating to Purchaser Software or impair Purchaser's ability to use Purchaser Software in the same manner as such computer software is currently used by Purchaser. To the knowledge of Purchaser, (i) Purchaser is not infringing any intellectual property rights of any other person or entity with respect to Purchaser Software, and (ii) no other person or entity is infringing any intellectual property rights of Purchaser with respect to Purchaser Software, except for infringements that, individually or in the aggregate, would not have a Material Adverse Effect.

Intellectual Property; Computer Software. (a) Schedule 6.12(A5.12(A) hereto sets forth (i) a complete and correct list of all trademarks, trade names, service marks, service names, and brand names (whether or not any of the same are registered), and all patents and registered copyrights and all applications for the foregoing, if any, (setting forth the registration, issue or serial number of the patents and registered copyrights and a description of the same) applicable to or used in the business of Purchaserthe Company; (ii) the owner of such intellectual property and any registration thereof or application thereof; and (iii) a complete list of all licenses granted by or to Purchaser the Company with respect to any of the above (identified by title, date and parties) (not inclusive of Customer Contracts). All such trademarks, trade names, service marks, service names, brand names, copyrights and patents are owned by Purchaser the Company free and clear of all liens, claims, security interests and encumbrances, except for such liens, claims, security interests and encumbrances as would, individually or in the aggregate, not have a Material Adverse Effect. Except as set forth on Schedule 6.12(A5.12(A), Purchaser the Company is not currently in receipt of any notice of any violation of, and, to Purchaserthe Company's and Parent's knowledge, Purchaser the Company is not violating the rights of others in any trademark, trade name, service mark, copyright, patent, trade secret, know-how or other intangiblx xxsetintanxxxxe asset, except such violations as, individually or in the aggregate, would not have a Material Adverse Effect. (b) Schedule 6.12(B5.12(B) contains a complete and accurate list of all Owned Software. Except as set forth on Schedule 6.12(B5.12(B), Purchaser the Company has title to the Owned Software, free and clear of all claims, including claims or rights of employees, agents, consultants, inventors, customers, licensees or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software. Except as set forth on Schedule 6.12(B5.12(B) and except for commercially available, over-the-counter "shrink-wrap" software, the Owned Software is not dependent on any Licensed Software (as defined in subsection (c) below) in order to operate fully in the manner in which it is intended. The source code to the Owned Software has not been published or disclosed to any other parties, except as set forth in the Customer Contracts or as set forth on Schedule 6.12(B5.12(B), and except pursuant to contracts requiring such other parties to keep the Owned Software confidential. To the knowledge of Purchaserthe Company and Parent, no such other party has breached any such obligation of confidentiality. (c) Schedule 6.12(C5.12(C) contains a complete and accurate list of all software (other than commercially available over-the-counter "shrink-wrap" software) under which the Company is a licensee, lessee or otherwise has obtained the right to use (the "Licensed Software"). Purchaser The Company has the right and license to use, sublicense, modify and copy Licensed Software to the extent set forth in the respective license, lease or similar agreement pursuant to which the Licensed Software is licensed to Purchaserthe Company, free of any other limitations or encumbrances, and Purchaser the Company is in compliance with all applicable provisions of such agreementagreements, except for failures to comply which, individually or in the aggregate, would not have a Material Adverse Effect. Except as disclosed on Schedule 6.12(C5.12(C), none of the Licensed Software has been incorporated into or made a part of any Owned Software or any other Licensed Software. Purchaser The Company has not published or disclosed any Licensed Software to any other party except in accordance with and as permitted by any license, lease or similar agreement relating to the Licensed Software and except pursuant to contracts requiring such other parties to keep the Licensed Software confidential. No party to whom Purchaser the Company has disclosed Licensed Software has, to the knowledge of Purchaserthe Company and Parent, breached such obligation of confidentiality, except for such publications and disclosures that, individually or in the aggregate, would not have a Material Adverse Effect. (d) The Owned Software and Licensed Software and commercially available over-the-counter "shrink-wrap" software constitute all software used in the businesses of Purchaser the Company (collectively, the "Purchaser Company Software"). The Transactions will not cause a breach or default under any licenses, leases or similar agreements relating to Purchaser the Company Software or impair Purchaser's ability to use Purchaser the Company Software in the same manner as such computer software is currently used by Purchaserthe Company. To the knowledge of Purchaserthe Company and Parent, (i) Purchaser the Company is not infringing any intellectual property rights of any other person or entity with respect to Purchaser the Company Software, and (ii) no other person or entity is infringing any intellectual property rights of Purchaser the Company with respect to Purchaser the Company Software, except for infringements that, individually or in the aggregate, would not have a Material Adverse Effect.

Intellectual Property; Computer Software. (a) Schedule 6.12(A) hereto sets forth (i) a complete and correct list of all trademarks, trade names, service marks, service names, and brand names (whether or not any of the same are registered), and all patents and registered copyrights and all applications for the foregoing, if any, (setting forth the registration, issue or serial number of the patents and registered copyrights and a description of the same) applicable to or used in the business of Purchaser; (ii) the owner of such intellectual property and any registration thereof or application thereof; and (iii) a complete list of all licenses granted by or to Purchaser with respect to any of the above (identified by title, date and parties) (not inclusive of Customer Contracts). All such trademarks, trade names, service marks, service names, brand names, copyrights and patents are owned by Purchaser free and clear of all liens, claims, security interests and encumbrances, except for such liens, claims, security interests and encumbrances as would, individually or in the aggregate, not have a Material Adverse Effect. Except as set forth on Schedule 6.12(A), Purchaser is not currently in receipt of any notice of any violation of, and, to Purchaser's knowledge, Purchaser is not violating the rights of others in any trademark, trade name, service mark, copyrightxxpyright, patent, trade secret, know-how or other intangiblx xxsetintangible asset, except such violations as, individually or in the aggregate, would not have a Material Adverse Effect. (b) Schedule 6.12(B) contains a complete and accurate list of all Owned Software. Except as set forth on Schedule 6.12(B), Purchaser has title to the Owned Software, free and clear of all claims, including claims or rights of employees, agents, consultants, inventors, customers, licensees or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software. Except as set forth on Schedule 6.12(B) and except for commercially available, over-the-counter "shrink-wrap" software, the Owned Software is not dependent on any Licensed Software (as defined in subsection (c) below) in order to operate fully in the manner in which it is intended. The source code to the Owned Software has not been published or disclosed to any other parties, except as set forth in the Customer Contracts or as set forth on Schedule 6.12(B), and except pursuant to contracts requiring such other parties to keep the Owned Software confidential. To the knowledge of Purchaser, no such other party has breached any such obligation of confidentiality. (c) Schedule 6.12(C) contains a complete and accurate list of all Licensed Software. Purchaser has the right and license to use, sublicense, modify and copy Licensed Software to the extent set forth in the respective license, lease or similar agreement pursuant to which the Licensed Software is licensed to Purchaser, free of any other limitations or encumbrances, and Purchaser is in compliance with all applicable provisions of such agreement, except for failures to comply which, individually or in the aggregate, would not have a Material Adverse Effect. Except as disclosed on Schedule 6.12(C), none of the Licensed Software has been incorporated into or made a part of any Owned Software or any other Licensed Software. Purchaser has not published or disclosed any Licensed Software to any other party except in accordance with and as permitted by any license, lease or similar agreement relating to the Licensed Software and except pursuant to contracts requiring such other parties to keep the Licensed Software confidential. No party to whom Purchaser has disclosed Licensed Software has, to the knowledge of Purchaser, breached such obligation of confidentiality, except for such publications and disclosures that, individually or in the aggregate, would not have a Material Adverse Effect. (d) The Owned Software and Licensed Software and commercially available over-the-counter "shrink-wrap" software constitute all software used in the businesses of Purchaser (collectively, the "Purchaser Software"). The Transactions will not cause a breach or default under any licenses, leases or similar agreements relating to Purchaser Software or impair Purchaser's ability to use Purchaser Software in the same manner as such computer software is currently used by Purchaser. To the knowledge of Purchaser, (i) Purchaser is not infringing any intellectual property rights of any other person or entity with respect to Purchaser Software, and (ii) no other person or entity is infringing any intellectual property rights of Purchaser with respect to Purchaser Software, except for infringements that, individually or in the aggregate, would not have a Material Adverse Effect.

Intellectual Property; Computer Software. (a) Schedule 6.12(A2.12(A) hereto sets forth (i) a complete and correct list list, as of March 7, 2000, of (i) all trademarks, trade names, service marks, service names, and brand names (whether or not any of the same are registered), and all patents and registered copyrights and all applications for the foregoing, if any, (setting forth the registration, issue or serial number of the patents and registered copyrights and a description of the same) applicable to or used in the business of Purchaserthe Company; (ii) the owner of such intellectual property and any registration thereof or application thereof; and (iii) a complete list of all licenses granted by or to Purchaser the Company with respect to any of the above (identified by title, date and parties) (not inclusive of Customer Contracts). All such trademarks, trade names, service marks, service names, brand names, copyrights and patents are owned by Purchaser the Company free and clear of all liens, claims, security interests and encumbrances, except for such liens, claims, security interests and encumbrances as would, individually or in the aggregate, not have a Material Adverse Effect. Except as set forth on Schedule 6.12(A2.12(A), Purchaser the Company is not currently in receipt of any notice of any violation of, and, to Purchaserthe Company's knowledge, Purchaser the Company is not violating the rights of others in any trademark, trade name, service markxxxx, copyright, patent, trade secret, know-how or other intangiblx xxsetintangible asset, except such violations as, individually or in the aggregate, would not have a Material Adverse Effect. (b) Schedule 6.12(B2.12(B) contains a complete and accurate list of all Owned SoftwareSoftware as of March 7, 2000. Except as set forth on Schedule 6.12(B2.12(B), Purchaser the Company has title to the Owned Software, free and clear of all claims, including claims or rights of employees, agents, consultants, inventors, customers, licensees or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software. Except as set forth on Schedule 6.12(B2.12(B) and except for commercially available, over-the-counter "shrink-wrap" software, the Owned Software is not dependent on any Licensed Software (as defined in subsection (c) below) in order to operate fully in the manner in which it is intended. The source code to the Owned Software has not been published or disclosed to any other parties, except as set forth in the Customer Contracts or as set forth on Schedule 6.12(B2.12(B), and except pursuant to contracts requiring such other parties to keep the Owned Software confidential. To the knowledge of Purchaserthe Company, no such other party has breached any such obligation of confidentiality. (c) Schedule 6.12(C2.12(C) contains a complete and accurate list as of March 7, 2000 of all software (other than commercially available over-the-counter "shrink-wrap" software) under which the Company is a licensee, lessee or otherwise has obtained the right to use (the "Licensed Software"). Purchaser The Company has the right and license to use, sublicense, modify and copy Licensed Software to the extent set forth in the respective license, lease or similar agreement pursuant to which the Licensed Software is licensed to Purchaserthe Company, free of any other limitations or encumbrances, and Purchaser the Company is in compliance with all applicable provisions of such agreement, except for failures to comply which, individually or in the aggregate, would not have a Material Adverse Effect. Except as disclosed on Schedule 6.12(C2.12(C), none of the Licensed Software has been incorporated into or made a part of any Owned Software or any other Licensed Software. Purchaser The Company has not published or disclosed any Licensed Software to any other party except in accordance with and as permitted by any license, lease or similar agreement relating to the Licensed Software and except pursuant to contracts requiring such other parties to keep the Licensed Software confidential. No party to whom Purchaser the Company has disclosed Licensed Software has, to the knowledge of Purchaserthe Company, breached such obligation of confidentiality, except for such publications and disclosures that, individually or in the aggregate, would not have a Material Adverse Effect. (d) The Owned Software and Licensed Software and commercially available over-the-counter "shrink-wrap" software constitute all software used in the businesses of Purchaser the Company (collectively, the "Purchaser Company Software"). The Transactions will not cause a breach or default under any licenses, leases or similar agreements relating to Purchaser Company Software or impair Purchaserthe Company's ability to use Purchaser Company Software in the same manner as such computer software is currently used by Purchaserthe Company. To the knowledge of Purchaserthe Company, (i) Purchaser the Company is not infringing any intellectual property rights of any other person or entity with respect to Purchaser Company Software, and (ii) no other person or entity is infringing any intellectual property rights of Purchaser the Company with respect to Purchaser Company Software, except for infringements that, individually or in the aggregate, would not have a Material Adverse Effect.

Intellectual Property; Computer Software. (a) Schedule 6.12(A2.12(A) hereto sets forth (i) a complete and correct list list, as of March 7, 2000, of (i) all trademarks, trade names, service marks, service names, and brand names (whether or not any of the same are registered), and all patents and registered copyrights and all applications for the foregoing, if any, (setting forth the registration, issue or serial number of the patents and registered copyrights and a description of the same) applicable to or used in the business of Purchaserthe Company; (ii) the owner of such intellectual property and any registration thereof or application thereof; and (iii) a complete list of all licenses granted by or to Purchaser the Company with respect to any of the above (identified by title, date and parties) (not inclusive of Customer Contracts). All such trademarks, trade names, service marks, service names, brand names, copyrights and patents are owned by Purchaser the Company free and clear of all liens, claims, security interests and encumbrances, except for such liens, claims, security interests and encumbrances as would, individually or in the aggregate, not have a Material Adverse Effect. Except as set forth on Schedule 6.12(A2.12(A), Purchaser the Company is not currently in receipt of any notice of any violation of, and, to Purchaserthe Company's knowledge, Purchaser the Company is not violating the rights of others in any trademark, trade name, service mark, copyrightxxpyright, patent, trade secret, know-how or other intangiblx xxsetintangible asset, except such violations as, individually or in the aggregate, would not have a Material Adverse Effect. (b) Schedule 6.12(B2.12(B) contains a complete and accurate list of all Owned SoftwareSoftware as of March 7, 2000. Except as set forth on Schedule 6.12(B2.12(B), Purchaser the Company has title to the Owned Software, free and clear of all claims, including claims or rights of employees, agents, consultants, inventors, customers, licensees or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software. Except as set forth on Schedule 6.12(B2.12(B) and except for commercially available, over-the-counter "shrink-wrap" software, the Owned Software is not dependent on any Licensed Software (as defined in subsection (c) below) in order to operate fully in the manner in which it is intended. The source code to the Owned Software has not been published or disclosed to any other parties, except as set forth in the Customer Contracts or as set forth on Schedule 6.12(B2.12(B), and except pursuant to contracts requiring such other parties to keep the Owned Software confidential. To the knowledge of Purchaserthe Company, no such other party has breached any such obligation of confidentiality. (c) Schedule 6.12(C2.12(C) contains a complete and accurate list as of March 7, 2000 of all software (other than commercially available over-the-counter "shrink-wrap" software) under which the Company is a licensee, lessee or otherwise has obtained the right to use (the "Licensed Software"). Purchaser The Company has the right and license to use, sublicense, modify and copy Licensed Software to the extent set forth in the respective license, lease or similar agreement pursuant to which the Licensed Software is licensed to Purchaserthe Company, free of any other limitations or encumbrances, and Purchaser the Company is in compliance with all applicable provisions of such agreement, except for failures to comply which, individually or in the aggregate, would not have a Material Adverse Effect. Except as disclosed on Schedule 6.12(C2.12(C), none of the Licensed Software has been incorporated into or made a part of any Owned Software or any other Licensed Software. Purchaser The Company has not published or disclosed any Licensed Software to any other party except in accordance with and as permitted by any license, lease or similar agreement relating to the Licensed Software and except pursuant to contracts requiring such other parties to keep the Licensed Software confidential. No party to whom Purchaser the Company has disclosed Licensed Software has, to the knowledge of Purchaser, breached such obligation of confidentiality, except for such publications and disclosures that, individually or in the aggregate, would not have a Material Adverse Effect. (d) The Owned Software and Licensed Software and commercially available over-the-counter "shrink-wrap" software constitute all software used in the businesses of Purchaser (collectively, the "Purchaser Software"). The Transactions will not cause a breach or default under any licenses, leases or similar agreements relating to Purchaser Software or impair Purchaser's ability to use Purchaser Software in the same manner as such computer software is currently used by Purchaser. To the knowledge of Purchaser, (i) Purchaser is not infringing any intellectual property rights of any other person or entity with respect to Purchaser Software, and (ii) no other person or entity is infringing any intellectual property rights of Purchaser with respect to Purchaser Software, except for infringements that, individually or in the aggregate, would not have a Material Adverse Effect.disclosed