Common use of Intellectual Property; Data Privacy Clause in Contracts

Intellectual Property; Data Privacy. (a) Section 4.20 of the FTC Disclosure Schedule contains a complete and accurate list of all of FTC and each Subsidiary’s material U.S. and foreign (i) trademark or service xxxx registrations and applications, (ii) copyright registrations and applications, and (iii) Internet domain names. Neither FTC nor any of the Subsidiaries owns any patents or patent applications. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on FTC, FTC and its Subsidiaries own or have a valid and enforceable license to use all FTC Intellectual Property, free and clear of all Liens and royalty or other payment obligations (except for royalties or payments with respect to off-the-shelf Software at standard commercial rates). The FTC Intellectual Property constitutes all of the Intellectual Property reasonably necessary to carry on the business of FTC and its Subsidiaries as currently conducted. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on FTC, the FTC Intellectual Property is valid and enforceable and has not been cancelled, forfeited, expired or abandoned, and neither FTC nor any of its Subsidiaries has received any written notice challenging the validity or enforceability of the FTC Intellectual Property. To the knowledge of FTC, neither the FTC Intellectual Property nor the conduct of the business of FTC and its Subsidiaries violates, misappropriates, dilutes or infringes upon the intellectual property rights of any third party, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on FTC, and FTC has not received any written notice from any third party asserting any such violation, misappropriation, dilution or infringement. To the knowledge of FTC, no third party is misappropriating, infringing, diluting or violating any Intellectual Property owned by or licensed to or by FTC or any of its Subsidiaries, and no such claims have been made against a third party by FTC or any of its Subsidiaries. FTC and its Subsidiaries have taken commercially reasonable precautions to protect the secrecy, confidentiality and value of its trade secrets and confidential know-how. For purposes of this Agreement, “

Intellectual Property; Data Privacy. (a) Section 4.20 3.9(a) of the FTC Seller Disclosure Schedule contains Letter sets forth a true and complete and accurate list of all of FTC and each Subsidiary’s material U.S. and foreign (i) trademark or service xxxx registrations patents and applicationspatent applications owned by the Acquired Subsidiaries, (ii) copyright registered Trademarks and applications for registrations and applicationsof Trademarks owned by the Acquired Subsidiaries, and (iii) Internet domain namesregistered copyrights and applications for registrations of copyrights owned by the Acquired Subsidiaries, (iv) Domain Names owned by the Acquired Subsidiaries and (v) other Intellectual Property owned or purported to be owned by the Acquired Subsidiaries (collectively, the “Owned Intellectual Property”). Neither FTC nor any Any Intellectual Property other than Owned Intellectual Property used in the operation of the Business is used by the Acquired Subsidiaries owns any patents or patent applicationspursuant to a valid Contract (together with the Owned Intellectual Property, the “Business Intellectual Property”). Except as would not reasonably be expected The Acquired Subsidiaries exclusively own all right, title and interest in and to haveeach item of Owned Intellectual Property, either individually or in the aggregate, a Material Adverse Effect on FTC, FTC and its Subsidiaries own or have a valid and enforceable right or license to use all FTC other Business Intellectual PropertyProperty used in or necessary for the operation of the Business as currently conducted, free and clear of all Liens and royalty or other payment obligations than Permitted Liens. Each item of Owned Intellectual Property (except for royalties any Embarq Marks other than the Embarq Federal Registration) is valid, subsisting, and enforceable. No Proceeding or payments with respect to off-the-shelf Software at standard commercial rates)Contract exists restricting the Acquired Subsidiaries’ use or enjoyment of, any right in any Owned Intellectual Property. The FTC Intellectual Property constitutes all All of the Intellectual Property reasonably necessary to carry registrations, issuances and applications set forth on Section 3.9(a) of the business of FTC Seller Disclosure Letter (except any Embarq Marks other than the Embarq Federal Registration) are valid, in full force and its Subsidiaries as currently conducted. Except as would effect and have not reasonably be expected to have, either individually expired or in the aggregate, a Material Adverse Effect on FTC, the FTC Intellectual Property is valid and enforceable and has not been cancelled, forfeited, expired abandoned or abandonedotherwise terminated, and neither FTC nor any payment of its Subsidiaries has received any written notice challenging the validity or enforceability of the FTC Intellectual Property. To the knowledge of FTC, neither the FTC Intellectual Property nor the conduct of the business of FTC all renewal and its Subsidiaries violates, misappropriates, dilutes or infringes upon the intellectual property rights of any third party, except as would not reasonably be expected to have, either individually or maintenance fees and expenses in the aggregate, a Material Adverse Effect on FTCrespect thereof, and FTC has not received any written notice from any third party asserting any such violationall filings related thereto, misappropriation, dilution or infringement. To the knowledge of FTC, no third party is misappropriating, infringing, diluting or violating any Intellectual Property owned by or licensed to or by FTC or any of its Subsidiaries, and no such claims have been made against a third party by FTC or any of its Subsidiaries. FTC and its Subsidiaries have taken commercially reasonable precautions to protect the secrecy, confidentiality and value of its trade secrets and confidential know-how. For purposes of this Agreement, “duly made.

Intellectual Property; Data Privacy. (a) Section 4.20 of the FTC Seller Disclosure Schedule contains a complete and accurate list of all of FTC Seller and each Subsidiary’s material U.S. and foreign (i) trademark or service xxxx registrations and applications, (ii) copyright registrations and applications, and (iii) Internet domain names. Neither FTC Seller nor any of the Subsidiaries owns any patents or patent applications. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on FTCSeller, FTC Seller and its Subsidiaries own or have a valid and enforceable license to use all FTC Seller Intellectual Property, free and clear of all Liens and royalty or other payment obligations (except for royalties or payments with respect to off-the-shelf Software at standard commercial rates). The FTC Seller Intellectual Property constitutes all of the Intellectual Property reasonably necessary to carry on the business of FTC Seller and its Subsidiaries as currently conducted. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on FTCSeller, the FTC Seller Intellectual Property is valid and enforceable and has not been cancelled, forfeited, expired or abandoned, and neither FTC Seller nor any of its Subsidiaries has received any written notice challenging the validity or enforceability of the FTC Seller Intellectual Property. To the knowledge of FTCSeller, neither the FTC Seller Intellectual Property nor the conduct of the business of FTC Seller and its Subsidiaries violates, misappropriates, dilutes or infringes upon the intellectual property rights of any third party, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on FTCSeller, and FTC Seller has not received any written notice from any third party asserting any such violation, misappropriation, dilution or infringement. To the knowledge of FTCSeller, no third party is misappropriating, infringing, diluting or violating any Intellectual Property owned by or licensed to or by FTC Seller or any of its Subsidiaries, and no such claims have been made against a third party by FTC Seller or any of its Subsidiaries. FTC Seller and its Subsidiaries have taken commercially reasonable precautions to protect the secrecy, confidentiality and value of its trade secrets and confidential know-how. For purposes of this Agreement, “