Common use of Intellectual Property; Information Systems; and Privacy Policies Clause in Contracts

Intellectual Property; Information Systems; and Privacy Policies. (a) Except as disclosed in Section 4.11(a) of the BFTL Disclosure Memorandum, each BFTL Entity owns or has a license to use all of the Intellectual Property used by such BFTL Entity in the course of its business, including sufficient rights in each copy possessed by each BFTL Entity. Each BFTL Entity is the owner of or has a license, with the right to sublicense, to any Intellectual Property sold or licensed to a third party by such BFTL Entity in connection with such BFTL Entity’s business operations, and such BFTL Entity has the right to convey by sale or license any Intellectual Property so conveyed. To BFTL’s Knowledge, no BFTL Entity is in Default under any of its Intellectual Property licenses. No proceedings have been instituted, or are pending or to the Knowledge of BFTL threatened, which challenge the rights of any BFTL Entity with respect to Intellectual Property used, sold, or licensed by such BFTL Entity in the course of its business, nor has any Person claimed or alleged any rights to such Intellectual Property. To BFTL’s Knowledge, the conduct of the business of the BFTL Entities does not infringe upon any Intellectual Property of any other Person. Except as disclosed in Section 4.11 of the BFTL Disclosure Memorandum, no BFTL Entity is obligated to pay any recurring royalties to any Person with respect to any such Intellectual Property. BFTL has Contracts with its officers and employees which require such officer, director, or employee to keep confidential any trade secrets, proprietary data, customer information, or other business information of a BFTL Entity, and to BFTL’s Knowledge, no such officer, director, or employee is party to any Contract with any Person other than a BFTL Entity which requires such officer, director or employee to assign any interest in any Intellectual Property to any Person other than a BFTL Entity or to keep confidential any trade secrets, proprietary data, customer information, or other business information of any Person other than a BFTL Entity. No officer, director, or employee of any BFTL Entity is party to any confidentiality, nonsolicitation, noncompetition, or other Contract which restricts or prohibits such officer, director, or employee from engaging in activities competitive with any Person, other than a BFTL Entity.

Intellectual Property; Information Systems; and Privacy Policies. (a) Except as disclosed in Section 4.11(a) of the BFTL Cornerstone Disclosure Memorandum, each BFTL Cornerstone Entity owns or has a license to use all of the Intellectual Property used by such BFTL Cornerstone Entity in the course of its business, including sufficient rights in each copy possessed by each BFTL Cornerstone Entity. Each BFTL Cornerstone Entity is the owner of or has a license, with the right to sublicense, to any Intellectual Property sold or licensed to a third party by such BFTL Cornerstone Entity in connection with such BFTL Cornerstone Entity’s business operations, and such BFTL Cornerstone Entity has the right to convey by sale or license any Intellectual Property so conveyed. To BFTLCornerstone’s Knowledge, no BFTL Cornerstone Entity is in Default under any of its Intellectual Property licenses. No To Cornerstone’s Knowledge, no proceedings have been instituted, or are pending or to the Knowledge of BFTL Cornerstone threatened, which challenge the rights of any BFTL Cornerstone Entity with respect to Intellectual Property used, sold, or licensed by such BFTL Cornerstone Entity in the course of its business, nor has any Person person claimed or alleged any rights to such Intellectual Property. To BFTLCornerstone’s Knowledge, the conduct of the business of the BFTL Cornerstone Entities does not infringe upon any Intellectual Property of any other Personperson. Except as disclosed in Section 4.11 of the BFTL Cornerstone Disclosure Memorandum, no BFTL Cornerstone Entity is obligated to pay any recurring royalties to any Person with respect to any such Intellectual Property. BFTL has Cornerstone does not have any Contracts with its officers and directors, officers, or employees which require such officer, director, or employee to assign any interest in any Intellectual Property to a Cornerstone Entity and to keep confidential any trade secrets, proprietary data, customer information, or other business information of a BFTL Cornerstone Entity, and to BFTLCornerstone’s Knowledge, no such officer, director, or employee is party to any Contract with any Person other than a BFTL Cornerstone Entity which requires such officer, director or employee to assign any interest in any Intellectual Property to any Person other than a BFTL Cornerstone Entity or to keep confidential any trade secrets, proprietary data, customer information, or other business information of any Person other than a BFTL Cornerstone Entity. No To Cornerstone’s Knowledge, no officer, director, or employee of any BFTL Cornerstone Entity is party to any confidentiality, nonsolicitation, noncompetition, or other Contract which restricts or prohibits such officer, director, or employee from engaging in activities competitive with any Person, other than a BFTL Cornerstone Entity.

Intellectual Property; Information Systems; and Privacy Policies. (a) Except as disclosed in Section 4.11(a) of the BFTL Independence Disclosure Memorandum, each BFTL Independence Entity owns or has a license to use all of the Intellectual Property used by such BFTL Independence Entity in the course of its businessbusiness as presently conducted, including sufficient rights in each copy possessed by each BFTL Independence Entity. Each BFTL Independence Entity is the owner of or has a license, with the right to sublicense, to any Intellectual Property sold or licensed to a third party by such BFTL Independence Entity in connection with such BFTL Independence Entity’s business operations, and such BFTL Independence Entity has the right to convey by sale or license any Intellectual Property so conveyed. To BFTLIndependence’s Knowledge, no BFTL Independence Entity is in Default under any of its Intellectual Property licenses. No To Independence’s Knowledge, no proceedings have been instituted, or are pending or to the Knowledge of BFTL Independence threatened, which challenge the rights of any BFTL Independence Entity with respect to Intellectual Property used, sold, or licensed by such BFTL Independence Entity in the course of its business, nor has any Person person claimed or alleged any rights to such Intellectual Property. To BFTLIndependence’s Knowledge, the conduct of the business of the BFTL Independence Entities does not infringe upon any Intellectual Property of any other Personperson. Except as disclosed in Section 4.11 of the BFTL Independence Disclosure Memorandum, no BFTL Independence Entity is obligated to pay any recurring royalties to any Person with respect to any such Intellectual Property. BFTL has Independence does not have any Contracts with its officers and directors, officers, or employees which require such officer, director, or employee to assign any interest in any Intellectual Property to an Independence Entity and to keep confidential any trade secrets, proprietary data, customer information, or other business information of a BFTL an Independence Entity, and to BFTLIndependence’s Knowledge, no such officer, director, or employee is party to any Contract with any Person other than a BFTL an Independence Entity which requires such officer, director or employee to assign any interest in any Intellectual Property to any Person other than a BFTL an Independence Entity or to keep confidential any trade secrets, proprietary data, customer information, or other business information of any Person other than a BFTL an Independence Entity. No To Independence’s Knowledge, no officer, director, or employee of any BFTL Independence Entity is party to any confidentiality, nonsolicitation, noncompetition, or other Contract which restricts or prohibits such officer, director, or employee from engaging in activities competitive with any Person, other than a BFTL an Independence Entity.