Common use of Intellectual Property; Data Security Clause in Contracts

Intellectual Property; Data Security. (a) All of the Purchaser Owned Intellectual Property is subsisting, and to Purchaser’s Knowledge, valid (or, in the case of pending applications, validly applied for) and enforceable. Purchaser owns all right, title, and interest in and to the Purchaser Owned Intellectual Property, free and clear of any Lien (other than Permitted Liens) and has the valid and legally enforceable right to use the Purchaser Licensed Intellectual Property as necessary for or used or held for use in the operation of Purchaser’s business as currently conducted. The Purchaser Intellectual Property constitutes all Intellectual Property that is necessary for or used in the operation of Purchaser’s business. (b) With respect to the Purchaser Owned Intellectual Property, Purchaser or its Subsidiary, as applicable, is the sole and exclusive owner, and neither Purchaser nor its Subsidiaries has transferred to, or permitted under any Contract to which Purchaser is a party, any third party to retain ownership of or has granted any exclusive licenses to a third party in respect of any of such Purchaser Owned Intellectual Property. (c) The Purchaser Owned Intellectual Property, the conduct of Purchaser’s business as currently conducted and as proposed to be conducted, and all of the products sold and services provided by Purchaser in connection therewith, do not infringe, dilute, misappropriate or otherwise violate, and since the Lookback Date, have not infringed (directly, contributorily, by inducement or otherwise), diluted, misappropriated or otherwise violated any Intellectual Property of any other Person. Except as set forth on Schedule 6.9(c), as of the date of this Agreement, and since the Lookback Date, there have been no pending, or threatened in writing, claims (including cease and desist letters, invitations to take a license, and indemnification claims or notices), Proceedings, or litigation related to the Purchaser Owned Intellectual Property. To Purchaser’s Knowledge, no third party is infringing, diluting, misappropriating or otherwise violating any material Purchaser Intellectual Property. (d) Purchaser and its Subsidiaries take and have taken commercially reasonable steps to protect and maintain the Purchaser Owned Intellectual Property constituting trade secrets under applicable Law and the confidentiality of the Know-How in its possession. Except where failure to do so would not be material to the Purchaser and its Subsidiaries taken as a whole, each employee, consultant or contractor of Purchaser that has contributed to the creation, development, invention, modification or improvement of material Purchaser Owned Intellectual Property used in the operation of Purchaser’s business has (i) entered into a written agreement with Purchaser that obliges such employee, consultant or contractor to disclose and assign to Purchaser any and all rights, title and interests in and to the Purchaser Owned Intellectual Property and (ii) assigned all such rights, title and interests to the Purchaser in all jurisdictions where such disclosure and assignment is not mandated by operation of applicable Law. (e) To Purchaser’s Knowledge, Purchaser and its Subsidiaries are in compliance in all material respects with (a) all of the following to the extent relating to the collection, processing, storage or disclosure of any Personal Data (whether in electronic or any other form or medium) or otherwise relating to privacy and applicable either to Purchaser and its Subsidiaries or to the conduct of their businesses as conducted as of the date hereof: (i) all applicable Laws, (ii) customer Contracts by which Purchaser or its Subsidiaries are bound, and (iii) Purchaser Material Contracts, and (b) all of the following to the extent relating to the security of Confidential Information (whether in electronic or any other form or medium) and applicable either to Purchaser and its Subsidiaries or to the conduct of their businesses as conducted as of the date hereof: (A) all applicable Laws, (B) Contracts pursuant to which Purchaser or its Subsidiaries licenses data used in the conduct of its business as conducted as of the date hereof, and (C) Purchaser Material Contracts pursuant to which Purchaser and its Subsidiaries licenses data used in the conduct of their businesses as conducted as of the date hereof.

Intellectual Property; Data Security. (a) All The Intellectual Property Rights of the Purchaser Owned Company are set forth on Schedule 4.16. The Company has such rights of ownership in or is licensed to use such Intellectual Property is subsistingRights as are necessary for the operation of the Business in the Ordinary Course of Business. The Company has not interfered with, infringed upon or misappropriated any Intellectual Property Rights of any other Person, and to Purchaser’s Knowledge, valid (or, in the case of pending applications, validly applied for) and enforceable. Purchaser owns all right, titleCompany has not received any claim or notice alleging such action, and interest in and the Company has the exclusive right to the Purchaser Owned use such Intellectual Property, free and clear of any Lien Property Rights (other than Permitted Liens) and has the valid and legally enforceable right to use the Purchaser Licensed Intellectual Property as necessary for or used or held off-the-shelf software purchased for use in the operation Company’s day-to-day operations). None of Purchaser’s business as currently conducted. The Purchaser the Intellectual Property constitutes all Rights have been used, divulged or appropriated for the benefit of any past or present Service Provider or any other Person, and the Company has not granted any license or sublicense of any rights under or with respect to its Intellectual Property that is necessary for or used in the operation of Purchaser’s businessRights. (b) With respect to the Purchaser Owned Intellectual Property, Purchaser or its Subsidiary, as applicable, is the sole and exclusive owner, and neither Purchaser nor its Subsidiaries has transferred to, or permitted under any Contract to which Purchaser is a party, any third party to retain ownership of or has granted any exclusive licenses to a third party in respect of any of such Purchaser Owned Intellectual Property. (c) The Purchaser Owned Intellectual Property, the conduct of Purchaser’s business as currently conducted and as proposed to be conducted, and all of the products sold and services provided by Purchaser in connection therewith, do not infringe, dilute, misappropriate or otherwise violate, and since the Lookback Date, have not infringed (directly, contributorily, by inducement or otherwise), diluted, misappropriated or otherwise violated any Intellectual Property of any other Person. Except as set forth on Schedule 6.9(c), as of the date of this Agreement, and since the Lookback Date, there have been no pending, or threatened in writing, claims (including cease and desist letters, invitations to take a license, and indemnification claims or notices), Proceedings, or litigation related to the Purchaser Owned Intellectual Property. To Purchaser’s Knowledge, no third party is infringing, diluting, misappropriating or otherwise violating any material Purchaser Intellectual Property. (d) Purchaser and its Subsidiaries take and have taken commercially reasonable steps to protect and maintain the Purchaser Owned Intellectual Property constituting trade secrets under applicable Law and the confidentiality of the Know-How in its possession. Except where failure to do so would not be material to the Purchaser and its Subsidiaries taken as a whole, each employee, consultant or contractor of Purchaser that has contributed to the creation, development, invention, modification or improvement of material Purchaser Owned Intellectual Property used in the operation of Purchaser’s business has (i) entered into a written agreement with Purchaser that obliges such employee, consultant or contractor to disclose and assign to Purchaser any and The Company has complied at all rights, title and interests in and to the Purchaser Owned Intellectual Property and (ii) assigned all such rights, title and interests to the Purchaser in all jurisdictions where such disclosure and assignment is not mandated by operation of applicable Law. (e) To Purchaser’s Knowledge, Purchaser and its Subsidiaries are in compliance times in all material respects with all Applicable Laws regarding the collection, use, storage, transfer, or disposal of personal information, (aii) the Company has adopted internal policies and reasonable technical measures to protect the confidentiality, security and integrity of personally identifiable information maintained, processed or transmitted by or through its websites or internal systems, (iii) the Company is in compliance with the terms of all Contracts to which the Company is a party relating to data privacy, security or breach notification (including provisions that impose conditions or restrictions on the collection, use, storage, transfer, or disposal of personal information), (iv) no Governmental Authority has commenced any Proceedings or investigations, and no Person has made any claim, charge or demand, relating to the information privacy or data security practices of the following to the extent relating Company, including with respect to the collection, processinguse, transfer, storage or disclosure disposal of personal information maintained by or on behalf of the Company, or threatened any Personal Data (whether in electronic such Proceeding, claim, charge or demand or made any other form complaint, investigation or medium) or otherwise inquiry relating to privacy such practices, (v) upon the Closing, Buyer will continue to have the right to use such personal information on identical terms and applicable either to Purchaser and its Subsidiaries or conditions as the Company enjoyed immediately prior to the conduct of their businesses as conducted as of the date hereof: (i) all applicable Laws, (ii) customer Contracts by which Purchaser or its Subsidiaries are boundClosing, and (iiivi) Purchaser Material Contractsthe Company has not experienced any incident in which any data or other information (including, without limitation, any personally identifiable information) maintained, owned, transmitted or otherwise possessed by the Company was or may have been stolen, lost, damaged or improperly accessed or the subject of a breach or other incident (including, without limitation, any such incident that has required, or which the Company determined does or will require, notice thereof to any Person under any Applicable Law or its internal policies), and (b) all there are no facts suggesting the likelihood of the following to the extent relating to the foregoing, including any breach of security of Confidential Information (whether in electronic or any other form notices or medium) and applicable either to Purchaser and its Subsidiaries or to the conduct of their businesses as conducted as of the date hereof: (A) all applicable Laws, (B) Contracts pursuant to which Purchaser or its Subsidiaries licenses data used in the conduct of its business as conducted as of the date hereof, and (C) Purchaser Material Contracts pursuant to which Purchaser and its Subsidiaries licenses data used in the conduct of their businesses as conducted as of the date hereofcomplaints from any Person regarding personally identifiable information.

Intellectual Property; Data Security. (a) All Schedule 3.13(a) contains, as of the Purchaser Owned date hereof, a list of all of the following Registered Intellectual Property: (i) issued patents and patent applications (published or unpublished); (ii) Trademark registrations and applications; (iii) copyright registrations and applications; and (iv) domain names, including for each, the jurisdiction in which such item of Registered Intellectual Property has been registered or filed and the applicable application, registration, or serial or other similar identification number. All Registered Intellectual Property is subsisting, and valid, and, to Purchaser’s Knowledgethe Knowledge of Sellers, valid (or, in the case of pending applications, validly applied for) and enforceable. Purchaser All filings, payments and other actions required to be made or taken to obtain, perfect or maintain in full force and effect each item of Registered Intellectual Property have been made or taken by the applicable deadline and otherwise in accordance with all applicable Laws. (b) Each of the Acquired Entities (after giving effect to the Contribution) exclusively owns and possesses, all right, title, title and interest in and to the Purchaser all of its respective Owned Intellectual PropertyIP, free and clear of any Lien all Liens (other than Permitted Liens) and has the valid and legally enforceable right sufficient rights to use the Purchaser Licensed Business Intellectual Property as necessary for or used or held for use in the operation of Purchaser’s business as currently conducted. The Purchaser Intellectual Property constitutes all Intellectual Property that is necessary for or used in the operation of Purchaser’s business. (b) With respect to the Purchaser Owned Intellectual Property, Purchaser or its Subsidiary, as applicable, is the sole and exclusive owner, and neither Purchaser nor its Subsidiaries has transferred to, or permitted under any Contract to which Purchaser is a party, any third party to retain ownership of or has granted any exclusive licenses to a third party in respect of any of such Purchaser Owned Intellectual Property. (c) The Purchaser Owned Intellectual Property, the conduct of Purchaser’s business as currently conducted and as proposed to be conducted, and all of the products sold and services provided by Purchaser in connection therewith, do not infringe, dilute, misappropriate or otherwise violate, and since the Lookback Date, have not infringed (directly, contributorily, by inducement or otherwise), diluted, misappropriated or otherwise violated any Intellectual Property of any other PersonBusiness. Except as set forth on Schedule 6.9(c3.13(b), as the Owned IP together with the Intellectual Property validly licensed to an Acquired Entity (after giving effect to the Contribution) constitute all Intellectual Property used in or necessary for the operation of the date Business immediately following the Closing as currently conducted. (c) The operation of this Agreementthe Business and the business of the Acquired Entities (after giving effect to the Contribution) as currently conducted, does not infringe, misappropriate or otherwise violate or since January 1, 2018 has not infringed, misappropriated or otherwise violated the Intellectual Property of any third party, and since the Lookback Dateneither Seller Parent nor any of its Affiliates (including each Acquired Entity), there have been no pendinghas received any written notices, or threatened in writingto the Knowledge of Sellers, claims (including cease and desist lettersthreats from any third party, invitations to take a license, and indemnification claims or notices), Proceedings, or litigation related to the Purchaser Owned Intellectual Propertyforegoing. To Purchaser’s Knowledgethe Knowledge of Sellers, no third party is infringing, diluting, misappropriating or otherwise violating any material Purchaser Intellectual Propertythe Owned IP. (d) Purchaser and its Subsidiaries take and have taken commercially reasonable steps Schedule 3.13(d)(i) contains a list of all Proprietary Software. Except as set forth on Schedule 3.13(d)(ii), the Proprietary Software do not use or incorporate any Open Source Software in a manner that would (x) grant or purport to protect and maintain the Purchaser Owned Intellectual Property constituting trade secrets grant to any Person any rights to or immunities under applicable Law and the confidentiality any of the Know-How in its possessionProprietary Software, or (y) cause any Proprietary Software to be subject to any Reciprocal License. Except where failure to do so would not be material Each of the Acquired Entities (after giving effect to the Purchaser Contribution) is in and its Subsidiaries taken as a wholehas been in, each employee, consultant or contractor of Purchaser that has contributed to the creation, development, invention, modification or improvement of material Purchaser Owned Intellectual Property used in the operation of Purchaser’s business has (i) entered into a written agreement with Purchaser that obliges such employee, consultant or contractor to disclose and assign to Purchaser any and all rights, title and interests in and to the Purchaser Owned Intellectual Property and (ii) assigned all such rights, title and interests extent a Relevant Group member owned or purported to own the Proprietary Software prior to the Purchaser Contribution, such Relevant Group member is in and has been in, material compliance with the terms and conditions of all jurisdictions where such disclosure and assignment is not mandated by operation of applicable Lawlicenses for all Open Source Software used with any Proprietary Software. (e) The Acquired Entities (after giving effect to the Contribution) possess all source code and other documentation and materials reasonably necessary or useful to compile and operate the Proprietary Software. Except as set forth on Schedule 3.13(e), (i) no source code of any Proprietary Software has been disclosed or made available to any Person (including any escrow agent) other than to employees or independent contractors involved in the development or maintenance of any Proprietary Software and bound by written confidentiality obligations to protect the source code of such Proprietary Software from unauthorized use or disclosure, (ii) there has been no release of any such source code from escrow to any Person, and (iii) no event has occurred that would require, and the consummation of the Transactions shall not result in, the release of any such source code to any Person. (f) Each member of the Relevant Group has taken reasonably necessary actions designed to maintain and protect all confidential information of the Business, and no confidential information of the Business or any confidential Business Intellectual Property has been disclosed to any third party by members of the Relevant Group, and to the Knowledge of the Sellers by any other Person, other than pursuant to a written confidentiality agreement pursuant to which such third party agrees to protect such confidential information. Except as set forth on Schedule 3.13(f), the Relevant Group has obtained a written confidentiality agreement from its current and former employees and any contractors or other individuals with access to any confidential information of the Business pursuant to which such individual agrees to protect such confidential information. (g) All employees, contractors, and consultants, employed or engaged by Sellers or an Affiliate of Sellers who have contributed, developed or conceived in any material respect, any Intellectual Property on behalf of the Business or a member of the Relevant Group or an Acquired Entity have done so pursuant to a valid Contract that grants the Relevant Group or an Acquired Entity (after giving effect to the Contribution) exclusive ownership in the Intellectual Property rights developed by such Person. (h) No Acquired Entity (after giving effect to the Contribution) is under any obligation set forth in a Contract, to develop any Intellectual Property that will be owned by any third party, including any customer or end user. (i) Each member of the Relevant Group’s data, privacy and security practices conform, and since January 1, 2020, have conformed, in all material respects to applicable Data Privacy Laws, Data Security Requirements and Data Agreements. Neither the execution, delivery and performance of this Agreement nor any Ancillary Agreement, will cause, constitute or result in any material breach or violation of any applicable Data Security Requirements, Data Privacy Laws, or Data Agreements. The Sellers have made available to Buyer true, correct and complete copies of all current and, except as set forth in Schedule 3.13(i), prior, public-facing Privacy Policies. No member of the Relevant Group (for the avoidance of doubt, with respect to the Business) or the Acquired Entities (after giving effect to the Contribution) have, since May 1, 2018, Processed or accessed “protected health information” (as defined at 45 C.F.R. § 160.103) and are not, and since May 1, 2018 have not been, subject to HIPAA as a matter of Law or, except as set forth on Schedule 3.13(i), Contract. Each member of the Relevant Group’s data, privacy and security practices conform, and since May 1, 2018, have conformed, in all material respects to any and all applicable contractual HIPAA obligations and requirements set forth in such Contracts referenced in Schedule 3.13(i). (j) Each member of the Relevant Group and, after giving effect to the Contribution, each Acquired Entity has all rights legally necessary to collect and Process Personal Information used in the Business. There are no valid, unsatisfied requests from data subjects or any third party on behalf of a data subject to any Acquired Entity (after giving effect to the Contribution) to exercise rights granted to such data subject under applicable Data Privacy Laws, such as rights to access, rectify, or delete Personal Information, to restrict or object to processing of Personal Information, or relating to data portability. (k) To Purchaserthe Knowledge of Sellers, none of the Relevant Group’s Knowledgedata processors and, Purchaser after giving effect to the Contribution, each Acquired Entity’s data processors, are in breach of any Data Agreements pertaining to Personal Information Processed by such Persons on behalf of any member of the Relevant Group. (l) The Acquired Entities (after giving effect to the Contribution) own or have a valid right to access and its Subsidiaries use the Business Systems. Such Business Systems are reasonably sufficient and in good working condition in all material respects for the current needs of the Business (after giving effect to the Contribution), including as to capacity, scalability, and ability to process current and reasonably anticipated peak volumes in a timely manner. The Business Systems: (i) have not materially malfunctioned or failed since January 1, 2018, and (ii) do not contain any Contaminants that (A) materially disrupt or adversely affect the functionality of any Business System or (B) enable or assist any Person to access without authorization any Business System. Each member of the Relevant Group has developed and maintains reasonable and appropriate backup, business continuity and disaster recovery plans and procedures for the business of the applicable member of the Relevant Group. Since January 1, 2020, no member of the Relevant Group received written notice that a third Person providing services to an Acquired Entity (after giving effect to the Contribution) with respect to the Business Systems has or had failed to meet any material service obligations with respect to the Business Systems. Since January 1, 2020 each member of the Relevant Group has established and maintained commercially reasonable technical, physical and organizational controls, policies, procedures, safeguards, measures and security systems, plans and technologies in compliance in all material respects with any applicable Data Security Requirements, Data Privacy Laws, and Data Agreements. (am) all Except as set forth on Schedule 3.13(m), no breach, security incident or material violation of any Data Security Requirements, Data Privacy Laws or Data Agreements in relation to Business Data has occurred or is threatened, and (ii) there has been no actual or threatened unauthorized or illegal Processing of, or unlawful destruction, loss or alteration of, any such Business Data. No circumstance has arisen or exists in which any applicable Data Security Requirements, Data Privacy Laws, and Data Agreements would require any member of the following Relevant Group, including any Acquired Entity (after giving effect to the extent relating Contribution) to notify a Governmental Authority or a Person of a data security breach or security incident. No member of the Relevant Group, nor any Person acting on behalf of or at the direction of any member of the Relevant Group, has (x) paid any perpetrator of (or any third party on such perpetrator’s behalf), or party making a threat regarding, any breach, incident or cyber-attack or (y) paid any third party with actual or alleged information about a security breach, incident or cyber-attack, pursuant to a request for payment from or on behalf of such perpetrator or other third party. (n) No member of the Relevant Group has received and, to the collectionKnowledge of the Sellers, processingthere is no circumstance (including any circumstance arising as the result of an audit or inspection carried out by any Governmental Authority) that would reasonably be expected to give rise to, storage any Action, regulatory opinion, audit result or disclosure of any Personal Data (whether in electronic allegation from a Governmental Authority or any other form or medium) or otherwise relating to privacy and applicable either to Purchaser and its Subsidiaries or to the conduct of their businesses as conducted as of the date hereofPerson: (i) all applicable alleging or confirming non-compliance with a relevant requirement of any Data Privacy Laws, Data Agreements related to the Processing of Personal Information, or Data Security Requirements, (ii) customer Contracts by which Purchaser requiring or its Subsidiaries are boundrequesting any member of the Relevant Group to amend, and rectify, cease Processing, de-combine, permanently anonymize, block or delete any Business Data (other than pursuant to a valid data subject request in the ordinary course of business), (iii) Purchaser Material Contractspermitting or mandating relevant Governmental Authorities to investigate, and (b) all requisition information from, or enter the premises of, any member of the following Relevant Group, or (iv) claiming compensation owed or payment of a penalty from any member of the Relevant Group with respect to violations of Data Privacy Laws, Data Agreements related to the extent relating to the security Processing of Confidential Information (whether in electronic Personal Information, or any other form or medium) and applicable either to Purchaser and its Subsidiaries or to the conduct of their businesses as conducted as of the date hereof: (A) all applicable Laws, (B) Contracts pursuant to which Purchaser or its Subsidiaries licenses data used in the conduct of its business as conducted as of the date hereof, and (C) Purchaser Material Contracts pursuant to which Purchaser and its Subsidiaries licenses data used in the conduct of their businesses as conducted as of the date hereofData Security Requirements.

Intellectual Property; Data Security. (a) All Except as set forth in Section 4.10(a) of the Purchaser Owned Intellectual Property is subsistingDisclosure Schedule, and to Purchaser’s Knowledge, valid (or, in the case of pending applications, validly applied for) and enforceable. Purchaser owns all right, title, and interest in and to the Purchaser Owned Intellectual PropertyAcquired Entities own, free and clear from all Liens, or licenses for use (with a right to sublicense) all of any Lien the Intellectual Property necessary to the conduct of the business of the Acquired Entities as presently conducted (other than Permitted Liens“TBO Intellectual Property”). The Intellectual Property owned by the Acquired Entities (“Owned Intellectual Property”) and has the valid and legally enforceable right to use the Purchaser Licensed Intellectual Property as necessary for or used or held for use in licensed to the operation of Purchaser’s business as currently conducted. The Purchaser Acquired Entities under the Intellectual Property constitutes Licenses comprise all of the Intellectual Property that is necessary for or used in the operation of Purchaser’s businessbusiness by the Acquired Entities. (b) With respect Section 4.10(b)(i) of the Disclosure Schedule contains a correct and complete list of all Owned Intellectual Property for which a registration or application has been filed with a Governmental Authority or regulatory authority, including patents, trademarks, service marks, domain names and copyrights, issued by or registered with, or for which any application for issuance or registration thereof has been filed with, any Governmental Authority or regulatory authority. Section 4.10(b)(ii) of the Disclosure Schedule contains a correct and complete list of all trademarks, service marks and other trade designations that are Owned Intellectual Property and not otherwise identified in Section 4.10(b)(i) of the Disclosure Schedule. All required filings and fees related to the Purchaser Owned Intellectual Property, Purchaser or its Subsidiary, as applicable, is Property have been timely filed with and paid to the sole relevant Governmental Authority and exclusive ownerauthorized registrars, and neither Purchaser nor its Subsidiaries all Owned Intellectual Property is otherwise valid, enforceable and in good standing. The Acquired Entities have made available to Parent true and complete copies of file histories, documents, certificates, office actions, correspondence and other materials related to all Intellectual Property registrations. Section 4.10(b)(iii) of the Disclosure Schedule contains a correct and complete list of all written or oral licenses and arrangements other than licenses for shrinkwrap, clickwrap or other similar commercially available off-the-shelf software that has transferred to, not been modified or permitted under any Contract to which Purchaser is a party, any third party to retain ownership of or has granted any exclusive licenses to customized by a third party for the Acquired Entities (A) pursuant to which the use by any Person of Intellectual Property is permitted by any Acquired Entity; or (B) pursuant to which the use by any Acquired Entity of Intellectual Property is permitted by any Person (collectively, the “Intellectual Property Licenses”). The Acquired Entities have made available to Parent true and complete copies of all Intellectual Property Licenses. The Intellectual Property Licenses are valid, binding, and enforceable between the Acquired Entity party thereto and the other parties thereto and are in respect full force and effect. There is no breach of any Intellectual Property License by any Acquired Entity or, to the Acquired Entities’ Knowledge, by any other party thereto, and no event has occurred, or condition or circumstance exists, which could reasonably be expected to constitute a breach thereof. Each Acquired Entity party thereto and, to the Acquired Entities’ Knowledge, each other party thereto is in compliance with all obligations under each Intellectual Property License. There are no agreements, understandings, instruments, contracts, judgments, orders or decrees to which any Acquired Entity is a party or by which it is bound that involve indemnification by such Acquired Entity with respect to any infringement or misappropriation of such Purchaser Owned Intellectual Property. All software used by each Acquired Entity is licensed from third parties and used pursuant to, and within the scope of, a valid license or other enforceable right (including the appropriate number of seats being used) and is not a “bootleg” or otherwise unauthorized version or copy. (c) The Purchaser Owned Intellectual PropertyTo the Acquired Entities’ Knowledge, the conduct of Purchaser’s business as currently conducted and as proposed to be conducted, and all use of the products sold Intellectual Property used in the business and services provided the operation of the business of the Acquired Entities as presently conducted by Purchaser in connection therewiththe Acquired Entities does not interfere with, do not infringeinfringe upon, dilutemisappropriate, misappropriate or otherwise violatecome into conflict with, and since the Lookback Date, have not infringed (directly, contributorily, by inducement or otherwise), diluted, misappropriated or otherwise violated any Intellectual Property rights. No Acquired Entity has received any notice alleging its infringement upon any Intellectual Property rights of any other Person. Except as set forth on Schedule 6.9(c)third parties or with respect to the ownership, as validity, enforceability, license or use of the date of this Agreement, and since the Lookback Date, there have been no pending, or threatened in writing, claims (including cease and desist letters, invitations to take a license, and indemnification claims or notices), Proceedings, or litigation related to the Purchaser Owned TBO Intellectual Property. To Purchaser’s the Acquired Entities’ Knowledge, no third party Person has infringed, is infringing, dilutingviolated, or is violating or has otherwise misappropriated or is otherwise misappropriating or otherwise violating any material Purchaser TBO Intellectual Property. (d) Purchaser The Acquired Entities have secured from all current and its Subsidiaries former (i) consultants, advisors, employees and independent contractors who independently or jointly contributed to or participated in the conception, reduction to practice, creation or development of any TBO Intellectual Property (ii) named inventors of patents and patent applications owned or purported to be owned by any Acquired Entity (any Person described in clauses (i) or (ii), an “Author”), unencumbered and unrestricted exclusive ownership of, all of the Authors’ right, title and interest in an to such Intellectual Property, and the Acquired Entities have obtained the waiver of all non-assignable rights. The Acquired Entities have made available to Parent true and complete copies of all such agreements. No current or former employee, consultant, contractor, or any other Person has any right, claim, or interest whatsoever to any of the TBO Intellectual Property, and each has waived all rights to all Intellectual Property that might be available under applicable Law. To the Acquired Entities’ Knowledge, no employee, consultant, or contractor of any Acquired Entity has been, is, or will be performing services for the business of the Acquired Entities in breach of any term of any employment, invention disclosure or assignment, confidentiality, or noncompetition agreement or other restrictive covenant as a result of such employee’s employment in, or such consultant’s or contractor’s engagement to provide services with respect to, such business. No Acquired Entity has received any written notice alleging that any such violation has occurred. (e) To the Acquired Entities’ Knowledge, there are no actions that must be taken within one hundred eighty (180) days after the date of this Agreement, including the payment of any registration, maintenance, or renewal fees or the filing of any documents, applications, or certificates for the purposes of maintaining, perfecting, or preserving or renewing any right in any Owned Intellectual Property. Section 4.10(e) of the Disclosure Schedule lists the status of any proceedings or actions pending or threatened before any Governmental Authority anywhere in the world related to any of the TBO Intellectual Property, including the due date for any outstanding response by any Acquired Entity in such proceedings. No Acquired Entity has taken any action or failed to take and any action that could result in the abandonment, cancellation, forfeiture, relinquishment, invalidation, waiver, or unenforceability of any TBO Intellectual Property. (f) The Acquired Entities have taken all commercially reasonable steps to protect and maintain the Purchaser Owned Intellectual Property constituting trade secrets under applicable Law and preserve the confidentiality of all confidential or non-public information of the Know-How in its possessionAcquired Entities (including trade secrets) or provided by any third party to any Acquired Entity. Except where failure All current and former employees and contractors of the Acquired Entities and any third party having access to do so would not be material such confidential information have executed and delivered to the Purchaser and its Subsidiaries taken as Acquired Entity a wholewritten legally binding agreement regarding the protection of such confidential information. No Acquired Entity has disclosed, each employeedelivered or licensed to any Person or agreed or obligated itself to disclose, consultant deliver or contractor license to any Person, or permitted the disclosure or delivery to any escrow agent or other Person of, any software source code or database specifications or designs, or any material proprietary information or algorithm contained in or relating to any software source code or database specifications or designs of Purchaser that has contributed to the creation, development, invention, modification or improvement of material Purchaser Owned any TBO Intellectual Property used in the operation of Purchaser’s business has (“TBO Source Code”), other than disclosures to employees, contractors and consultants (i) entered into a written agreement with Purchaser that obliges such employee, consultant or contractor to disclose and assign to Purchaser any and all rights, title and interests involved in and to the Purchaser Owned development of TBO Intellectual Property and (ii) assigned all such rightssubject to a written confidentiality agreement. No event has occurred, title and interests no circumstance or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, result in the disclosure, delivery or license by any Acquired Entity of any TBO Source Code, other than disclosures to employees and consultants involved in the Purchaser in all jurisdictions where such disclosure and assignment is not mandated by operation development of applicable LawTBO Intellectual Property. (eg) To Purchaser’s Knowledge, Purchaser The Merger does not and will not materially or adversely affect any rights of Surviving Company or its Subsidiaries are in compliance in all material respects with (a) all to use any TBO Intellectual Property. Neither the execution or performance of this Agreement nor the consummation of the following Merger will result in a release from escrow or other delivery to the extent relating to the collection, processing, storage or disclosure a third party of any Personal Data TBO Source Code. (whether h) Software used by the Acquired Entities in electronic or any other form or medium) or otherwise relating to privacy and applicable either to Purchaser and its Subsidiaries or to the conduct operation of their businesses as conducted as business for which the Intellectual Property rights associated therewith are owned by a third party is protected by a written source code escrow agreement that entitles the relevant Acquired Entity to access such source code in the event of certain specified circumstances (including the date hereof: insolvency of such third party). (i) all applicable Laws, (iiSection 4.10(i) customer Contracts by which Purchaser or its Subsidiaries are bound, and (iii) Purchaser Material Contracts, and (b) all of the following to the extent relating to the security of Confidential Information (whether in electronic or any other form or medium) and applicable either to Purchaser and its Subsidiaries or to the conduct of their businesses as conducted as of the date hereof: (A) Disclosure Schedule identifies all applicable Laws, (B) Contracts pursuant to which Purchaser or its Subsidiaries licenses data open source materials that are used in the conduct of its the business of the Acquired Entities, describes the manner in which such open source materials were used (such description shall include whether (and, if so, how) the open source materials were modified and/or distributed by an Acquired Entity) and identifies the licenses under which such open source materials were used. The Acquired Entities are in compliance with the terms and conditions of all licenses for the open source materials. The Acquired Entities have not (i) incorporated open source materials into, or combined open source materials with, the TBO Intellectual Property, (ii) distributed open source materials in conjunction with any TBO Intellectual Property or (iii) used open source materials, in such a way that, with respect to clauses (i), (ii) or (iii), creates, or purports to create, obligations for an Acquired Entity with respect to any Owned Intellectual Property or grant, or purport to grant, to any third party any rights or immunities under any Owned Intellectual Property (including using any open source materials that require, as conducted a condition of use, modification and/or distribution of such open source materials that other software incorporated into, derived from or distributed with such open source materials be (A) disclosed or distributed in source code form, (B) be licensed for the purpose of making derivative works or (C) be redistributable at no charge). (j) All data which has been collected, stored, maintained or otherwise used by the Acquired Entities has been collected, stored, maintained and used in accordance with all applicable Laws, rules, regulations, guidelines, contracts, and industry standards, the Acquired Entities’ own privacy policy, and any other policies of the Acquired Entities concerning data security requirements, privacy policy notice requirements, data security breach requirements, and requirements regarding the use, storage, disclosure, or transfer of personally identifiable information, which includes Protected Health Information, as defined in 45 C.F.R. § 160.103 (collectively, “PII”). No Acquired Entity has received a notice of noncompliance with applicable data protection Laws, rules, regulations, guidelines or industry standards or the Acquired Entities’ privacy policy, nor has there been any investigation by any Governmental Authority related to same. The Acquired Entities have made all registrations that the Acquired Entities are required to have made in relation to the processing of data, and are in good standing with respect to such registrations, with all fees due within ninety (90) days of the date hereofhereof duly made. At all times during which any of the Acquired Entities has collected, stored, maintained or otherwise used data, the Acquired Entities have adopted and published a privacy policy or statement describing the data collected, and the manner in which it used and disclosed such data, and the Acquired Entities’ practices are, and have always been, in compliance with (i) their then-current privacy policy or statement, including the privacy policy or statement posted on the Acquired Entities’ websites, and (Cii) Purchaser Material Contracts pursuant their customers’ and suppliers’ privacy policies, when required to which Purchaser do so by contract. The Acquired Entities have implemented and maintained appropriate and reasonable measures to protect and maintain the confidential nature of any personal information. The Acquired Entities have adequate technological and procedural measures in place to protect personal information collected by the Acquired Entities against loss, theft and unauthorized access or disclosure. There has been no data security breach of any computer systems or networks, or unauthorized use of any PII that is owned, used, stored, received, or controlled by or on behalf of the Acquired Entities. To the Knowledge of TBO, there has been no actual or suspected privacy breach of any PII that is owned, used, stored, received, or controlled by or on behalf of any Acquired Entity. No claims are pending or to the Knowledge of TBO threatened or likely to be asserted against any Acquired Entity by any Person alleging a violation of any applicable Laws or rights relating to privacy, PII, or any other confidentiality rights under any applicable U.S. Laws, policies or procedures. The Acquired Entities have the full power and authority to transfer any and all rights in any individual’s personal information in the Acquired Entities’ possession or control to Parent and its Subsidiaries licenses data used in Affiliates. None of the conduct Acquired Entities is subject to any obligation that would prevent any Acquired Entity, Parent, or any of their businesses as conducted as Affiliates from using the personal information in a manner consistent with any Law or industry standard regarding the collection, retention, use, or disclosure of the date hereofsuch information.

Intellectual Property; Data Security. (a) All Section 4.13 of the Purchaser Owned Company Disclosure Schedule contains, as of the date of this Agreement, a true, correct and complete list of all: (i) Registered Intellectual Property constituting Company-Owned IP (showing in each, as applicable, the filing date, date of issuance, expiration date and registration or application number, and registrar), (ii) all contracts or agreements to use any Company-Licensed IP, including for the Software or Business Systems of any other person (other than (A) agreements for unmodified, commercially available, “off-the-shelf” Software, (B) commercially available service agreements to Business Systems, (C) agreements with employees or contractors of the Company that contain customary licenses related to use “background IP” or “pre-existing IP” incorporated by such employees or contractors into work product developed for the Company, (D) non-exclusive licenses granted to the Company by customers or distributors in the ordinary course of business, or (E) feedback and similar licenses that are not material to the business) (“Licensed IP Agreements”); and (iii) any Software or Business Systems constituting Company-Owned IP that are material to the business of the Company or any Company Subsidiary as currently conducted. The Company IP is sufficient for the conduct of the business of the Company and the Company Subsidiaries as currently conducted. (b) The Company and the Company Subsidiaries own and possess, free and clear of all Liens (other than Permitted Liens), all right, title and interest in and to the Company-Owned IP and has the right to use pursuant to a valid and enforceable written contract or license, all Company-Licensed IP. All Registered Intellectual Property constituting Company-Owned IP has been duly maintained, has not been canceled or abandoned or permitted to lapse or expire, is currently in compliance with all formal legal requirements (including the payment of all applicable fees), and is subsisting, and and, to Purchaser’s Knowledgethe knowledge of the Company, valid (or, in the case of pending applications, validly applied for) and enforceable. Purchaser owns There are no Governmental Orders, settlements, covenants not to sue, consents or other dispute-related obligations to which the Company or any Company Subsidiary is a party or otherwise bound that (i) restrict the rights of the Company or any Company Subsidiary to use any Intellectual Property; (ii) restrict the business of the Company or any Company Subsidiary to accommodate any Intellectual Property of any other person; or (iii) permit any third party to use any Company-Owned IP. (c) The Company and each of its applicable Company Subsidiaries have taken and take reasonable actions to maintain, protect and enforce Company-Owned IP rights, including the secrecy, confidentiality and value of its trade secrets and other Confidential Information of the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary has disclosed any trade secrets or other material Confidential Information that relates to the Products or is otherwise material to the business of the Company and any applicable Company Subsidiaries to any other person other than pursuant to a written and enforceable confidentiality agreement under which such other person agrees to maintain the confidentiality and protect such Confidential Information. (d) (i)There have been no claims filed and served, against the Company or any Company Subsidiary in any forum, by any person, and there are no claims pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary (A) contesting the validity, use, ownership, enforceability, patentability or registrability of any of the Company-Owned IP, or (B) alleging any infringement, misappropriation of, or other violation by the Company or any Company Subsidiary of, any Intellectual Property rights of other persons (including any unsolicited demands or offers to license any Intellectual Property rights from any other person); (ii) the activities of the Company and the Company Subsidiaries and the operation of the business of the Company and the Company Subsidiaries has not and does not infringe, misappropriate or violate such Intellectual Property of other persons; (iii) no other person has infringed, misappropriated or violated any of the Company-Owned IP; and (iv) neither the Company nor any of the Company Subsidiaries has received written notice of any of the foregoing or received any formal written opinion of counsel regarding the foregoing. (e) All persons who have contributed, developed or conceived any material Company-Owned IP have executed valid and enforceable written agreements with the Company or one of the Company Subsidiaries substantially in the form(s) made available to Merger Sub, Holdings or SPAC and pursuant to which such persons presently assign to the Company or the applicable Company Subsidiary all of their right, title, and interest in and to any Intellectual Property created, conceived or otherwise developed by such person in the Purchaser Owned course of and related to his, her or its relationship with the Company or the applicable Company Subsidiary, without further consideration or any restrictions or obligations whatsoever, including on the use or other disposition or ownership of such Intellectual Property. (f) No funding, facilities or personnel of any Governmental Authority, university, college, other educational institution or research center, or other Person was used directly or indirectly in the development of any Company-Owned IP in such a manner as to give any of the foregoing any claim or right, current or contingent, in or to any Company-Owned IP. (g) Neither the Company nor any Company Subsidiary has provided or disclosed, directly or indirectly, any source code of any Product or any of the Software constituting Company-Owned IP to any Person other than to employees, consultants and contractors pursuant to written obligations of confidentiality. Neither the Company nor any Company Subsidiary has granted, directly or indirectly, any current or contingent rights, licenses or interests in or to any source code of any Product or any of the Software constituting Company-Owned IP. The Company and Company Subsidiaries do not use and have not used any Open Source Software in a manner that would obligate the Company or any Company Subsidiary to license or provide the source code to any Product or any of the Software constituting Company-Owned IP for the purpose of making derivative works, or to make available for redistribution to any person the source code to any Product or any of the Software constituting Company-Owned IP at no or minimum charge. The Company and the Company Subsidiaries have complied and comply with the license of each item of Open Source Software that they use or distribute in all material respects. (h) The Company and the Company Subsidiaries maintain commercially reasonable and appropriate disaster recovery, business continuity, risk assessment and information security plans, procedures and facilities, including by implementing systems and procedures designed to (i) provide continuous monitoring and alerting of any problems or issues with the Business Systems owned or controlled by the Company and the Company Subsidiaries, and (ii) detect and prevent data security incidents, unauthorized Processing, ransomware, and other misuse, such as by monitoring network traffic for threats and scan and assess vulnerabilities in the Business Systems owned or controlled by the Company and the Company Subsidiaries. There has not been any malfunction or failure with respect to any of the Business Systems that has materially disrupted the business of the Company or has caused an outage or unavailability of the Products for any material period of time. (i) To the Company’s knowledge, the Company and the Company Subsidiaries own or have valid and enforceable rights to use the Business Systems. The Company and the Company Subsidiaries have obtained and possess valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that they own or lease or have otherwise provided to their employees and contractors. Neither the Company nor any Company Subsidiary is, nor has it ever been, a member or promoter of, or a contributor to, any industry standards body or similar standard setting organization that could require or obligate the Company or any Company Subsidiary to grant or offer to any other person any license or right to any Company-Owned IP. (j) The Company and/or one of the Company Subsidiaries (i) exclusively owns and possesses all right, title and interest in and to the Business Data constituting Company-Owned IP free and clear of any Lien (restrictions other than Permitted Liensthose imposed by applicable Privacy/Data Security Laws, and (ii) and with respect to Business Data that does not constitute Company-Owned IP, has the valid and legally enforceable right to use the Purchaser Licensed Intellectual Property as necessary for use, exploit, publish, reproduce, distribute, license, sell, and create derivative works of such Business Data, in whole or used or held for use in part, in the operation of Purchaser’s business as currently conductedmanner in which the Company and the Company Subsidiaries receive and use such Business Data prior to the Closing Date. The Purchaser Intellectual Property constitutes all Intellectual Property Company and the Company Subsidiaries are not subject to any contractual requirements, privacy policies, or other legal obligations, including based on the Transactions, that is necessary for would prohibit the Surviving Subsidiary Company or used in the operation of Purchaser’s business. (b) With respect to the Purchaser Owned Intellectual Property, Purchaser or its Subsidiarysuch Company Subsidiaries, as applicable, is the sole and exclusive ownerfrom receiving, and neither Purchaser nor its Subsidiaries has transferred tousing, or permitted under any Contract otherwise Processing Company IP, Personal Information or other Business Data after the Closing Date, in substantially the same manner in which the Company or such Company Subsidiaries receive and use such Company IP, Personal Information and other Business Data prior to which Purchaser is a party, any third party to retain ownership of or has granted any exclusive licenses to a third party in respect of any of such Purchaser Owned Intellectual Propertythe Closing Date. (ck) The Purchaser Owned Intellectual Property, Company and each of the conduct of Purchaser’s business as currently conducted and as proposed to be conductedCompany Subsidiaries comply, and all of the products sold and services provided by Purchaser in connection therewithhave, do not infringe, dilute, misappropriate or otherwise violate, and since the Lookback Date, have not infringed (directly, contributorily, by inducement or otherwise), diluted, misappropriated or otherwise violated any Intellectual Property of any other Person. Except as set forth on Schedule 6.9(c), as of the date of this Agreement, and since the Lookback Date, there have been no pending, or threatened in writing, claims (including cease and desist letters, invitations to take a license, and indemnification claims or notices), Proceedings, or litigation related to the Purchaser Owned Intellectual Property. To Purchaser’s Knowledge, no third party is infringing, diluting, misappropriating or otherwise violating any material Purchaser Intellectual Property. (d) Purchaser and its Subsidiaries take and have taken commercially reasonable steps to protect and maintain the Purchaser Owned Intellectual Property constituting trade secrets under applicable Law and the confidentiality of the Know-How in its possession. Except where failure to do so would not be material to the Purchaser and its Subsidiaries taken as a whole, each employee, consultant or contractor of Purchaser that has contributed to the creation, development, invention, modification or improvement of material Purchaser Owned Intellectual Property used in the operation of Purchaser’s business has past two (i2) entered into a written agreement with Purchaser that obliges such employeeyears, consultant or contractor to disclose and assign to Purchaser any and all rights, title and interests in and to the Purchaser Owned Intellectual Property and (ii) assigned all such rights, title and interests to the Purchaser in all jurisdictions where such disclosure and assignment is not mandated by operation of applicable Law. (e) To Purchaser’s Knowledge, Purchaser and its Subsidiaries are in compliance complied in all material respects with (a) all of the following to the extent relating to the collection, processing, storage or disclosure of any Personal Data (whether in electronic or any other form or medium) or otherwise relating to privacy and applicable either to Purchaser and its Subsidiaries or to the conduct of their businesses as conducted as of the date hereofwith: (i) all Privacy Laws applicable Laws, to the Company or a Company Subsidiary; (ii) customer Contracts by which Purchaser or its Subsidiaries are boundCompany and Company Subsidiary policies, statements, and contractual obligations relating to the Processing of Personal Information; and (iii) Purchaser Material Contractsall applicable industry standards, including, without limitation, all applicable requirements of any payment card brands (romanettes (i)–(iii) collectively, the “Privacy Requirements”). The Company and each of the Company Subsidiaries display a privacy policy as required by the Privacy Laws on each website and mobile application owned, controlled or operated by the Company or the applicable Company Subsidiary, and each such privacy policy incorporates all disclosures to data subjects required by the Privacy Requirements. None of the disclosures made or contained in any such privacy policy has been, in any material respect, inaccurate, misleading or deceptive, or in violation of the Privacy Laws (bincluding containing any material omission). Neither the Company nor any Company Subsidiary has supplied or provided access to Personal Information Processed by it to a third party for unlawful remuneration or other consideration. (l) The Company and each of the Company Subsidiaries have taken reasonable steps to implement appropriate constitutional, physical, administrative, and technical measures required by the Privacy Requirements and consistent with standards prudent in the industry in which the Company and each Company Subsidiary operate to protect: (i) the integrity, security, and operations of all Business Systems; and (ii) all Personal Information and all other data owned, controlled, or stored by the Company and each of the following Company Subsidiaries from and against data security incidents or other misuse. The Company and each of the Company Subsidiaries have implemented reasonable procedures, satisfying the requirements of applicable Privacy Requirements, to detect security incidents and to protect Personal Information against loss and against unauthorized Processing, or other misuse. (m) Except as would not have a Company Material Adverse Effect, in the past two (2) years, there have been no: (i) data security incidents, data breaches, ransomware incidents, or other adverse events or incidents related to any Business Systems, Personal Information, or Company data in the custody or control of the Company, any of the Company Subsidiaries, or, to the extent relating to knowledge of the Company, any service provider Processing Personal Information on behalf of the Company or the Company Subsidiaries; and (ii) breaches or violations of the security of Confidential Information any Business Systems, nor have any such breaches or violations been threatened in writing, and there has been no unauthorized or illegal use of, or access to, or Processing of, any Personal Information, that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company and each of the Company Subsidiaries have a data breach response plan which has been tested on at least an annual basis. (whether in electronic n) There have not been any claims or proceedings related to any data security incidents, ransomware incidents, or any material violations of any Privacy Laws, and there are no facts or circumstances which could reasonably serve as the basis for any such allegations or claims that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries have received any correspondence relating to, or notice of, any proceedings, claims, investigations or alleged violations of, Privacy Laws, or any subject access or other form or medium) and applicable either to Purchaser and its Subsidiaries or individual rights requests made pursuant to the conduct Privacy Requirements, with respect to Personal Information from any Person or Governmental Authority, and there is no such ongoing proceeding, claim, investigation or allegation. (o) The consummation of their businesses as conducted as any of the date hereofTransactions, will not violate in any material respect any applicable Privacy Laws as they currently exist or as they existed at any time during which any of the Personal Information was collected or obtained. Neither the Company nor any of the Company Subsidiaries is subject to any Privacy Laws that, following the closing, would prohibit the Company, applicable Subsidiary, or Merger Sub from receiving, Processing, or otherwise using Personal Information in the manner in which the Company and each of the Company Subsidiaries receive, Processes, and otherwise uses such Personal Information prior to the Acquisition Closing. (p) The Company and each of the Company Subsidiaries have: (Ai) all applicable Lawsregularly conducted and regularly conducts vulnerability testing, risk assessments, and external audits of, and tracks security incidents related to, the Company’s and Company’s Subsidiaries’ systems and products (Bcollectively, “Information Security Reviews”); (ii) Contracts pursuant timely corrected any material exceptions or vulnerabilities identified in such Information Security Reviews; and (iii) timely installed software security patches and other fixes to which Purchaser or its Subsidiaries licenses data used in the conduct of its business as conducted as identified technical information security vulnerabilities. The Company and each of the date hereofCompany Subsidiaries provide their employees with regular training on privacy and data security matters, consistent with reasonable industry practices. (q) In connection with each third-party servicing, outsourcing or Processing Personal Information on behalf of the Company or any Company Subsidiary, the Company, or the applicable Company Subsidiary, has in accordance with the Privacy Laws entered into valid, binding and enforceable written data processing agreements with any such third party to: (i) comply with applicable Privacy Laws with respect to Personal Information; (ii) act only in accordance with the instructions of the Company or applicable Company Subsidiary; (iii) take appropriate steps to protect and secure Personal Information from data security incidents; and (Civ) Purchaser Material Contracts pursuant restrict Processing of Personal Information to which Purchaser and its Subsidiaries licenses data used in those authorized or required under the conduct of their businesses as conducted as of the date hereofservicing, outsourcing, processing, or similar arrangement.

Intellectual Property; Data Security. (a) All Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, either the Company or a Subsidiary of the Purchaser Owned Intellectual Property Company owns, or is subsisting, and licensed or otherwise possesses valid rights to Purchaser’s Knowledge, valid (or, in the case of pending applications, validly applied for) and enforceable. Purchaser owns all right, title, and interest in and to the Purchaser Owned Intellectual Propertyuse, free and clear of any Lien (Liens other than Company Permitted Liens, all trademarks, trade names, service marks, service names, mark registrations, logos, assumed names, domain names, registered and unregistered copyrights, patents or applications and registrations, trade secrets and other intellectual property rights anywhere in the world (collectively, “Intellectual Property”) necessary to their respective businesses as currently conducted or as proposed to be conducted (collectively, the “Company Intellectual Property”). Except for such matters that have not had, and has would not reasonably be expected to have, individually or in the valid and legally enforceable right aggregate, a Material Adverse Effect on the Company, (i) there are no pending or, to use the Purchaser Licensed knowledge of the Company, threatened claims by any Person alleging infringement, misappropriation or other violation by the Company or any of its Subsidiaries of any Intellectual Property as necessary for or used or held for use in the operation rights of Purchaser’s business as currently conducted. The Purchaser Intellectual Property constitutes all Intellectual Property that is necessary for or used in the operation of Purchaser’s business. any Person; (bii) With respect to the Purchaser Owned Intellectual Property, Purchaser or its Subsidiary, as applicable, is knowledge of the sole and exclusive owner, and neither Purchaser nor its Subsidiaries has transferred to, or permitted under any Contract to which Purchaser is a party, any third party to retain ownership of or has granted any exclusive licenses to a third party in respect of any of such Purchaser Owned Intellectual Property. (c) The Purchaser Owned Intellectual PropertyCompany, the conduct of Purchaser’s the business as currently conducted and as proposed to be conducted, and all of the products sold Company and services provided by Purchaser in connection therewith, do its Subsidiaries does not infringe, dilute, misappropriate or otherwise violate, and since the Lookback Date, have not infringed (directly, contributorily, by inducement or otherwise), diluted, misappropriated or otherwise violated violate any Intellectual Property rights of any other Person. Except as set forth on Schedule 6.9(c); (iii) neither the Company nor any of its Subsidiaries has made any claim of a violation, as infringement or misappropriation by others of the date of this Agreement, and since Company’s or any its Subsidiaries’ rights to or in connection with the Lookback Date, there have been no pending, or threatened in writing, claims (including cease and desist letters, invitations to take a license, and indemnification claims or notices), Proceedings, or litigation related to the Purchaser Company Owned Intellectual Property. To Purchaser’s Knowledge; and (iv) to the knowledge of the Company, no third party Person is infringing, diluting, misappropriating or otherwise violating any material Purchaser owned Company Intellectual Property. (db) Purchaser Section 3.16(b) of the Company Disclosure Schedule set forth a true, complete, and accurate list of the applications, issuances, and registrations included in Company Intellectual Property owned by the Company or any of its Subsidiaries (the “Company Owned Intellectual Property”). Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company Owned Intellectual Property is valid and, to the knowledge of the Company, subsisting and enforceable. (c) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, (i) each of the Company and its Subsidiaries take and have Subsidiaries, as applicable, has taken commercially reasonable steps designed to protect and maintain the Purchaser Owned Intellectual Property constituting any trade secrets under applicable Law and the confidentiality of the Know-How in its possession. Except where failure to do so would not be or other material to the Purchaser and its Subsidiaries taken as a whole, each employee, consultant or contractor of Purchaser that has contributed to the creation, development, invention, modification or improvement of material Purchaser Owned Intellectual Property used confidential propriety information included in the operation of Purchaser’s business has (i) entered into a written agreement with Purchaser that obliges such employeeCompany Intellectual Property, consultant or contractor to disclose and assign to Purchaser any and all rights, title and interests in and to the Purchaser Owned Intellectual Property and (ii) assigned there have been no unauthorized uses or disclosures of any such trade secrets or other such material confidential information. (d) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, the Company and its Subsidiaries have implemented (i) commercially reasonable and appropriate technical, physical, and administrative measures, designed to protect the confidentiality, integrity and security of the IT Assets (and all such rightsinformation and transactions stored or contained therein or transmitted thereby); and (ii) commercially reasonable data backup, title data storage, system redundancy and interests disaster recovery procedures, as well as a commercially reasonable business continuity plan, in each case consistent with customary industry practices. Except as has not had, and would not reasonably be expected to have, individually or in the Purchaser aggregate, a Material Adverse Effect on the Company, since January 1, 2022, there have been no material Security Incidents or failures of the IT Assets that have resulted in all jurisdictions where such disclosure and assignment is not mandated by operation any material interruption of applicable Lawor adverse effect on the business of the Company or its Subsidiaries. (e) To Purchaser’s KnowledgeAs used in this Agreement, Purchaser “IT Assets” means the computers, software, servers, routers, hubs, switches, circuits, networks, data communications lines and all other information technology infrastructure and equipment owned, controlled, or used by the Company and its Subsidiaries that are required in compliance in all material respects connection with (a) all the operation of the following to business of the extent relating to the collection, processing, storage or disclosure of any Personal Data (whether in electronic or any other form or medium) or otherwise relating to privacy and applicable either to Purchaser Company and its Subsidiaries or to the conduct of their businesses as conducted as of the date hereof: (i) all applicable Laws, (ii) customer Contracts by which Purchaser or its Subsidiaries are bound, and (iii) Purchaser Material Contracts, and (b) all of the following to the extent relating to the security of Confidential Information (whether in electronic or any other form or medium) and applicable either to Purchaser and its Subsidiaries or to the conduct of their businesses as conducted as of the date hereof: (A) all applicable Laws, (B) Contracts pursuant to which Purchaser or its Subsidiaries licenses data used in the conduct of its business as conducted as of the date hereof, and (C) Purchaser Material Contracts pursuant to which Purchaser and its Subsidiaries licenses data used in the conduct of their businesses as conducted as of the date hereofSubsidiaries.

Intellectual Property; Data Security. (a) All Section 4.13(a) of the Purchaser Company Disclosure Schedule contains a true, correct and complete list of all Registered Intellectual Property (showing in each case, as applicable, the owner, jurisdiction to which such registration or application applies, filing date, date of issuance, expiration date, registration or application number, and registrar). The Company IP (i) constitutes all Intellectual Property rights used, held for use in or otherwise necessary for, the operation of the business of the Company and the Company Subsidiaries as currently conducted and (ii) is sufficient for the conduct of such business as currently conducted as of the Signing Date. The foregoing paragraph shall not be construed as a representation or warranty regarding the infringement or misappropriations of a third party’s Intellectual Property, the sole representations and warranties for which are as set forth in Section 4.13(d). (b) The Company or one of the Company Subsidiaries solely and exclusively owns and possesses, free and clear of all Liens (other than Permitted Liens), all right, title and interest in and to the Company Owned IP and has the right to use, pursuant to a valid and, to the knowledge of the Company, enforceable, written Contract or license, all Company Licensed IP. No material Registered Intellectual Property has been adjudged invalid or unenforceable in whole or in part and all material Registered Intellectual Property is subsistingsubsisting and, and to Purchaser’s Knowledgethe knowledge of the Company, valid (or, in the case of pending applications, validly applied for) and enforceable. Purchaser owns No Action regarding the loss or expiration of any of the Company Owned IP is pending or has been threatened in writing. (c) Each of the Company and the applicable Company Subsidiaries has taken and takes reasonable actions in accordance with normal industry practice to maintain, protect and enforce the confidentiality of its material trade secrets and other material Confidential Information. No such trade secrets or Confidential Information have been disclosed other than to employees, contractors, consultants, representatives, agents and licensees of the Company or the applicable Company Subsidiary under written confidentiality agreements. (d) Except as disclosed in Section 4.13(d) of the Company Disclosure Schedule, there are no pending, and since the Reference Date, there have been no Actions filed or threatened in writing against the Company or any Company Subsidiary by any person (A) contesting the validity, use, ownership, enforceability, patentability or registrability of any Company IP, or (B) alleging any infringement or misappropriation of, or other violation of, any Intellectual Property rights of other persons (including any unsolicited written demands or written offers to license any Intellectual Property rights from any other person). The operation of the business of the Company and the Company Subsidiaries (including the Products) has not infringed, misappropriated or otherwise violated, and does not infringe, misappropriate or otherwise violate, any Intellectual Property rights of any other persons. To the Company’s knowledge, no other person has infringed, misappropriated or otherwise violated any of the Company Owned IP. (e) All persons who have contributed, developed or conceived any material Company Owned IP have executed valid and enforceable written agreements with the Company or one of the Company Subsidiaries, substantially in the form made available to Parent in the Virtual Data Room, and pursuant to which such persons assigned to the Company or the applicable Company Subsidiary all of their entire right, title, and interest in and to the Purchaser Owned Intellectual Property, free and clear of any Lien (other than Permitted Liens) and has the valid and legally enforceable right to use the Purchaser Licensed Intellectual Property as necessary for created, conceived or used or held for use otherwise developed by such person in the operation course of Purchaser’s business as currently conducted. The Purchaser Intellectual Property constitutes all Intellectual Property that is necessary for and related to his, her or used in its relationship with the operation of Purchaser’s businessCompany or the applicable Company Subsidiary, without further ongoing consideration or any restrictions or obligations whatsoever. (b) With respect to the Purchaser Owned Intellectual Property, Purchaser or its Subsidiary, as applicable, is the sole and exclusive owner, and neither Purchaser nor its Subsidiaries has transferred to, or permitted under any Contract to which Purchaser is a party, any third party to retain ownership of or has granted any exclusive licenses to a third party in respect of any of such Purchaser Owned Intellectual Property. (cf) The Purchaser Owned Intellectual Property, use of Open Source Software by the conduct of Purchaser’s business as currently conducted and as proposed to be conducted, and all of the products sold and services provided by Purchaser in connection therewith, do not infringe, dilute, misappropriate or otherwise violate, and since the Lookback Date, have not infringed (directly, contributorily, by inducement or otherwise), diluted, misappropriated or otherwise violated any Intellectual Property of any other Person. Except as set forth on Schedule 6.9(c), as of the date of this Agreement, and since the Lookback Date, there have been no pending, or threatened in writing, claims (including cease and desist letters, invitations to take a license, and indemnification claims or notices), Proceedings, or litigation related to the Purchaser Owned Intellectual Property. To Purchaser’s Knowledge, no third party is infringing, diluting, misappropriating or otherwise violating any material Purchaser Intellectual Property. (d) Purchaser and its Subsidiaries take and have taken commercially reasonable steps to protect and maintain the Purchaser Owned Intellectual Property constituting trade secrets under applicable Law Company and the confidentiality of the Know-How in its possession. Except where failure to do so would not be material to the Purchaser and its Company Subsidiaries taken as a whole, each employee, consultant or contractor of Purchaser that has contributed to the creation, development, invention, modification or improvement of material Purchaser Owned Intellectual Property used in the operation of Purchaser’s business has (i) entered into a written agreement with Purchaser that obliges such employee, consultant or contractor to disclose and assign to Purchaser any and all rights, title and interests in and to the Purchaser Owned Intellectual Property and (ii) assigned all such rights, title and interests to the Purchaser in all jurisdictions where such disclosure and assignment is not mandated by operation of applicable Law. (e) To Purchaser’s Knowledge, Purchaser and its Subsidiaries are in compliance in all material respects with (a) the terms and conditions of all of applicable licenses for such Open Source Software. Neither the following to the extent relating to the collection, processing, storage Company nor any Company Subsidiary uses or disclosure of has used any Personal Data (whether in electronic Open Source Software or any other form modification or medium) or otherwise relating to privacy and applicable either to Purchaser and its Subsidiaries or to the conduct of their businesses as conducted as of the date hereof: derivative thereof (i) all applicable Lawsin a manner that would grant to any other person any rights to or immunities under any of the Company IP, or (ii) customer Contracts by which Purchaser in a manner that would require the Company or its any Company Subsidiary to license, make available, distribute or provide any source code that is part of the Company Owned IP. (g) Each of the Company and the Company Subsidiaries owns, leases, licenses, or otherwise has the legal right to use all Business Systems and such Business Systems are boundsufficient in all material respects for the needs of, and (iii) Purchaser Material Contractsoperate and perform in a manner that permits the Company and the Company Subsidiaries to conduct, the business of the Company and the Company Subsidiaries as currently conducted by the Company and the Company Subsidiaries. Each of the Company and the Company Subsidiaries maintains commercially reasonable disaster recovery, data backup, business continuity and risk assessment plans, procedures and facilities, and (b) all encryption and other security protocol technology, consistent with current industry standards, designed to protect the confidentiality, integrity and security of the following Business Systems under its control (and all information and transactions stored or contained therein or transmitted thereby) against any unauthorized use, access, interruption, modification or corruption. Since the Reference Date, there has not been any material failure, interruption, modification or corruption with respect to any of the extent relating to the security of Confidential Information Business Systems (whether in electronic or any other form information or mediumtransactions stored or contained therein or transmitted thereby) and applicable either to Purchaser and its Subsidiaries that has not been remedied or to the conduct of their businesses as conducted as of the date hereof: (A) replaced in all applicable Laws, (B) Contracts pursuant to which Purchaser or its Subsidiaries licenses data used in the conduct of its business as conducted as of the date hereof, and (C) Purchaser Material Contracts pursuant to which Purchaser and its Subsidiaries licenses data used in the conduct of their businesses as conducted as of the date hereofmaterial respects.

Intellectual Property; Data Security. (a) All Schedule 4.9(a) attached hereto lists all Intellectual Property Registrations and all material, unregistered trade names, logos, common law trademarks and service marks included in the Intellectual Property Assets, including in each case, as applicable, the record owner, jurisdiction of issuance, registration, or application, and the issuance, registration, and/or application date and number. (b) Except as set forth on Schedule 4.9(b) attached hereto: (i) neither the Intellectual Property Assets nor the conduct of the Purchaser Owned Business as presently conducted infringes, misappropriates, dilutes or otherwise violates, or has, in the past three (3) years infringed, misappropriated, diluted, or otherwise violated, the Intellectual Property is subsistingof any Person; (ii) there are no, and in the past three (3) years have been no, Legal Proceedings pending or threatened by or against Seller or any of its Subsidiaries and relating to Purchaseror affecting the Business alleging infringement, misappropriation, dilution, or other violation of Intellectual Property Assets; (iii) Seller and the Purchased Subsidiaries exclusively own (or will at Closing own) free and clear of all Encumbrances, other than Permitted Encumbrances, the Intellectual Property, or have the right to use, all Intellectual Property Assets used in, held for use in, or necessary to conduct the Business; (iv) each Intellectual Property Asset is, to Seller’s Knowledge, valid valid, subsisting (or, in the case of pending applications, validly applied for) and enforceable. Purchaser owns all right; (v) there is not now and has not been in the past three (3) years a pending or, titleto Seller’s Knowledge, and interest in and to threatened Legal Proceeding by any Person contesting the Purchaser Owned Intellectual Propertyvalidity, free and clear ownership, enforceability, use, ownership, or scope of any Lien (other than Permitted Liens) and has the valid and legally enforceable right to use the Purchaser Licensed Intellectual Property as necessary for or used or held for use in the operation of Purchaser’s business as currently conducted. The Purchaser Asset; (vi) there are no Governmental Orders relating to any Intellectual Property constitutes all Asset; and (vii) to Seller’s Knowledge, no Person is infringing, misappropriating, diluting, or otherwise violating any Intellectual Property that is necessary for or used in the operation of Purchaser’s business. (b) With respect to the Purchaser Owned Intellectual Property, Purchaser or its Subsidiary, as applicable, is the sole and exclusive owner, and neither Purchaser nor its Subsidiaries has transferred to, or permitted under any Contract to which Purchaser is a party, any third party to retain ownership of or has granted any exclusive licenses to a third party in respect of any of such Purchaser Owned Intellectual PropertyAssets. (c) The Purchaser Owned Intellectual Property, Seller and each Purchased Subsidiary have taken steps reasonable under the conduct of Purchaser’s business as currently conducted circumstances to maintain and as proposed to be conducted, and protect all of the products sold and services provided by Purchaser in connection therewith, do not infringe, dilute, misappropriate or otherwise violate, and since the Lookback Date, have not infringed (directly, contributorily, by inducement or otherwise), diluted, misappropriated or otherwise violated any Intellectual Property of any other PersonAssets. Except as set forth on Schedule 6.9(c)4.9(c) attached hereto, as of the date of this Agreementeach current and former employee, consultant, and since contractor that has contributed to the Lookback Datedevelopment of any Intellectual Property Asset has entered into a valid and enforceable written agreement pursuant to which such individual agrees to automatically assign to Seller or its Purchased Subsidiary all Intellectual Property created, there have been no pendingconceived, or threatened in writing, claims (including cease developed by such Person within the scope of such Person’s duties to or engagement by Seller or a Purchased Subsidiary and desist letters, invitations to take prohibiting such Person from using or disclosing trade secrets or confidential information of Seller or a license, and indemnification claims or notices), Proceedings, or litigation related to the Purchaser Owned Intellectual PropertyPurchased Subsidiary. To PurchaserSeller’s Knowledge, no third party such Person is infringing, diluting, misappropriating or otherwise violating in violation of any material Purchaser Intellectual Propertysuch agreement. (d) Purchaser None of the Intellectual Property Assets has been developed using any funding from a Governmental Authority that, as part of that funding, requires or could reasonably be expected to require any compulsory licensing or other diminution in Intellectual Property protection, licensing, enforcement, or transfer rights as part of its funding terms (whether pursuant to the applicable Contract or applicable Law). (e) The source code for the Business Software has been maintained as a trade secret of the Seller. Except as disclosed on Schedule 4.9(e), neither the Seller nor any Person acting on its behalf has (i) disclosed or delivered, or has any obligation (with or without the passage of time or giving of notice) to disclose or deliver, to any Person, (ii) permitted the disclosure or delivery, or has any obligation (with or without the passage of time or giving of notice) to permit the disclosure or delivery, to any escrow agent or other third party of, or (iii) licensed or otherwise made available, or has any obligation (with or without the passage of time or giving of notice) to license or otherwise make available, any source code of the Business Software (other than, in the case of each of (i) through (iii), employees and independent contractors operating for the Seller’s benefit at the time of such disclosure, delivery, licensing, or making available and that were, at such time, subject to a written confidentiality agreement including reasonable protections of such source code). (f) Except as disclosed on Schedule 4.9(f), (i) there are no bugs, defects, or errors in any owned Business Software and to Seller’s Knowledge there are no bugs, defects, or errors in any licensed Business Software that materially and adversely affect the use, functionality, or performance of such Business Software as currently used in conjunction with such Business Product, (ii) each individual version, release or other modification of the Business Software as currently available will operate in a manner to materially comply with customer agreements; and (iii) each such version, release of modification currently available is substantially free from material systemic defects. (g) Except as disclosed on Schedule 4.9(g), the owned Business Software (and to Seller’s Knowledge, any licensed Business Software, does not contain any computer code that (i) is designed to disrupt, disable, harm, or otherwise impede in any manner, including aesthetical disruptions or distortions, the operation of any other software, data or products, (e.g., viruses or worms); (ii) is designed to disable the Business Software or any computer system or impair in any way their operation based on the elapsing of a period of time, the exceeding of an authorized number of copies, or the advancement to a particular date or other numeral (e.g., time bombs, time locks, or drop dead devices); or (iii) is designed to permit the Seller or any third party to gain unauthorized access to the Business Software or any computer system or data (e.g., traps, access codes, or trap door devices). (h) No Open Source Software has been incorporated, embedded, bundled, or linked into or with any Business Software or used, distributed, or modified, in each case in a manner that requires, or could reasonably be expected to require, or condition any rights granted under the license for any Open Source Software upon: (i) the disclosure or distribution of any material proprietary Business Software in source code form; (ii) the licensing of any material proprietary Business Software, including for the purpose of modifying or making derivative works, or the permission to reverse engineer any Business Software; (iii) any restriction on the ability of Seller or any Purchased Subsidiary to charge for the distribution, licensing, or use of any Business Software; or (iv) the grant of any other rights to any Person, including any covenant not to xxx or patent license. (i) Except as set forth on Schedule 4.9(i), Seller and each Purchased Subsidiary are, in connection with the conduct of the Business, in compliance with, and have been in compliance with, all Data Security Requirements in all material respects. No Person (including any Governmental Authority) has commenced any Legal Proceeding relating to Business’s information privacy or data security practices, including with respect to alleged noncompliance with any Data Security Requirement or the access, disclosure or use of any sensitive or confidential information, including Personal Information, maintained by or on behalf of the Business, or, to the Seller’s Knowledge, threatened any such action, or made any complaint, investigation or inquiry relating to such practices or alleged noncompliance with any Data Security Requirements. (j) Except as set forth on Schedule 4.9(j), the Business has not, in the past six (6) years, experienced any loss, damage, or unauthorized access, disclosure, use or breach of security of any sensitive or confidential information, including Personal Information, in the Business’ possession, custody or control, or otherwise held or processed on its Subsidiaries take behalf. The Business has had no event or occurrence which resulted in the requirement under any Data Security Requirement that it notify Persons of any unauthorized access, disclosure, use or breach of security of any sensitive or confidential information, including Personal Information in the Business’ possession, custody or control, or otherwise held or processed on its behalf. (k) The computer, information technology and data processing systems, facilities and services used by the Business, including all software, hardware, networks, communications facilities, platforms and related systems (collectively, the “Systems”), are, together with the Shared Facilities and Assets to be made available to Buyer under the other Transaction Documents, sufficient for the operation of the Business as presently conducted. The Systems are in working condition and, together with the Shared Facilities and Assets to be made available to Buyer under the other Transaction Documents, sufficiently perform the computing, information technology and data processing operations necessary for the operation of the Business as presently conducted and as contemplated to be con. During the twelve (12) month period ending on the date hereof, there has been no failure, breakdown or continued substandard performance of any Systems that has caused a material disruption or interruption in or to any customer’s use of the Systems or any Business Products, such disruption or interruption being made known to Seller from any customer of the Business and relating a breach of Seller’s service level agreements. Seller and each Purchased Subsidiary makes commercially reasonable back-up copies of data and information critical to the conduct of the Business that is contained on Business’ servers and otherwise maintain commercially reasonable disaster recovery and business continuity plans, procedures, and facilities consistent with Seller’s documented business continuity policy in connection with the operation of the Business, act in compliance therewith, and have taken commercially reasonable steps to protect test such plans and maintain the Purchaser Owned Intellectual Property constituting trade secrets under applicable Law procedures, and the confidentiality of the Know-How in its possession. Except where failure to do so would not be material to the Purchaser such plans and its Subsidiaries taken as a whole, each employee, consultant or contractor of Purchaser that has contributed to the creation, development, invention, modification or improvement of material Purchaser Owned Intellectual Property used in the operation of Purchaser’s business has (i) entered into a written agreement with Purchaser that obliges procedures have been proven effective upon such employee, consultant or contractor to disclose and assign to Purchaser any and all rights, title and interests in and to the Purchaser Owned Intellectual Property and (ii) assigned all such rights, title and interests to the Purchaser in all jurisdictions where such disclosure and assignment is not mandated by operation of applicable Law. (e) To Purchaser’s Knowledge, Purchaser and its Subsidiaries are in compliance testing in all material respects with (a) all of the following to the extent relating to the collection, processing, storage or disclosure of any Personal Data (whether in electronic or any other form or medium) or otherwise relating to privacy and applicable either to Purchaser and its Subsidiaries or to the conduct of their businesses as conducted as of the date hereof: (i) all applicable Laws, (ii) customer Contracts by which Purchaser or its Subsidiaries are bound, and (iii) Purchaser Material Contracts, and (b) all of the following to the extent relating to the security of Confidential Information (whether in electronic or any other form or medium) and applicable either to Purchaser and its Subsidiaries or to the conduct of their businesses as conducted as of the date hereof: (A) all applicable Laws, (B) Contracts pursuant to which Purchaser or its Subsidiaries licenses data used in the conduct of its business as conducted as of the date hereof, and (C) Purchaser Material Contracts pursuant to which Purchaser and its Subsidiaries licenses data used in the conduct of their businesses as conducted as of the date hereofrespects.