Common use of Intellectual Property; IT and Data Privacy & Security Clause in Contracts

Intellectual Property; IT and Data Privacy & Security. (a) Section (19) of the GameSquare Disclosure Letter sets out all Intellectual Property held used or held for use in, or necessary to conduct, the business of GameSquare and the GameSquare Subsidiaries as currently conducted (the “GameSquare Intellectual Property”). (b) Except as would not reasonably be expected to have, individually or in the aggregate, a GameSquare Material Adverse Effect: (i) each of GameSquare and the GameSquare Subsidiaries owns or has a valid right to use, free and clear of all Liens (other than Permitted Liens), all Intellectual Property used or held for use in, or necessary to conduct, the business of GameSquare and the GameSquare Subsidiaries as currently conducted; (ii) the transactions contemplated by this Agreement will not result in the loss of any rights in Intellectual Property used or held for use in, or necessary to conduct, the business of GameSquare and the GameSquare Subsidiaries as currently conducted; (iii) the transactions contemplated by this Agreement will not result in the loss of any rights in Intellectual Property used or held for use in, or necessary to conduct, the business of GameSquare and the GameSquare Subsidiaries, as currently conducted; (iv) to GameSquare’s Knowledge, the conduct of the business of GameSquare and the GameSquare Subsidiaries, since December 7, 2020, has not infringed upon, misappropriated or otherwise violated, and is not infringing upon, misappropriating or otherwise violating any Intellectual Property of any other Person; and (v) each of GameSquare and the GameSquare Subsidiaries takes and has taken commercially reasonable actions to protect the proprietary rights in its Intellectual Property and the trade secrets of other Persons possessed by GameSquare and the GameSquare Subsidiaries, and, since December 7, 2020, there has been no unauthorized loss of trade secret rights in any such trade secrets due to acts or omissions by GameSquare or any of the GameSquare Subsidiaries. (c) GameSquare and each of the GameSquare Subsidiaries complies, and during the past three years has complied, in all material respects, with applicable Privacy Law. Neither GameSquare nor any of the GameSquare Subsidiaries have been notified in writing of, or is the subject of, any complaint or Action or to GameSquare’s knowledge, any, regulatory investigation related to processing of Personal Information by any Governmental Entity regarding any actual or possible violations of any Privacy Law by or with respect to GameSquare or any of the GameSquare Subsidiaries. (d) Except as would not have a GameSquare Material Adverse Effect, GameSquare and each of the GameSquare Subsidiaries employs commercially reasonable organizational, administrative, physical and technical safeguards that comply in all material respects with applicable Privacy Law to protect the GameSquare Data within its custody or control. GameSquare and each of the GameSquare Subsidiaries has provided all requisite notices and obtained all required consents, and satisfied all other requirements (including but not limited to notification to Governmental Entities), necessary for the processing (including international and onward transfer) of all Personal Information in connection with the conduct of the business as currently conducted and in connection with the consummation of the transactions contemplated hereunder. (e) To the Knowledge of GameSquare, neither GameSquare nor any of the GameSquare Subsidiaries has suffered a security breach with respect to any GameSquare Data and to GameSquare’s Knowledge, there has been no unauthorized or illegal use of or access to any GameSquare Data. Neither GameSquare nor any of the GameSquare Subsidiaries has notified, or to GameSquare’s Knowledge been required to notify, any person of any information security breach involving Personal Data. To GameSquare’s Knowledge, the GameSquare Systems have had no material errors or defects that have not been fully remedied and contain no code designed to disrupt, disable, harm, distort or otherwise impede in any manner the legitimate operation of such GameSquare Systems (including what are sometimes referred to as “viruses”, “worms”, “time bombs” or “back doors”) that have not been removed or fully remedied. Neither GameSquare nor any of the GameSquare Subsidiaries have experienced within the past three (3) years any material disruption to, or material interruption in, the conduct of its business that affected the business for more than one calendar week, and attributable to a defect, bug, breakdown, unauthorized access, introduction of a virus or other malicious programming, or other failure or deficiency on the part of any Software or the GameSquare Systems. (f) Except as disclosed in Section (19)(f) of the GameSquare Disclosure Letter, GameSquare has obtained sufficient and enforceable moral rights waivers from all authors of any works of authorship that are included in the GameSquare Intellectual Property, including from all officers, employees, contractors and agents, such that GameSquare is not limited in any way in which it may choose to commercialize, exploit, use, adapt, modify, improve, associate or otherwise deal with such works of authorship and no consents, permissions, or approvals are required by GameSquare in that regard. (g) To the extent that any GameSquare Intellectual Property that is material to the Business was invented, developed, modified, created, conceived, supported or reduced to practice, in whole or in part, by current or past employees or independent contractors of GameSquare or a GameSquare Subsidiary, GameSquare and each GameSquare Subsidiary have obtained written agreements providing for confidentiality, non-disclosure and assignment of inventions executed by all of such employees and independent contractors, including confirmatory assignments naming by serial number, title and any other relevant identifying information, any specific GameSquare Intellectual Property assets that are registered or for which registration is pending.

Intellectual Property; IT and Data Privacy & Security. (a) Section (19) of the GameSquare Disclosure Letter sets out all Intellectual Property held used or held for use in, or necessary to conduct, the business of GameSquare and the GameSquare Subsidiaries as currently conducted (the “GameSquare Intellectual Property”). (b) Except as would not reasonably be expected to have, individually or in the aggregate, a GameSquare Tilray Material Adverse Effect: (i) each of GameSquare Tilray and the GameSquare Tilray Subsidiaries owns or has a valid right to use, free and clear of all Liens (other than Permitted Liens), all Intellectual Property used or held for use in, or necessary to conduct, the business of GameSquare Tilray and the GameSquare Tilray Subsidiaries as currently conducted; (ii) the transactions contemplated by this Agreement will not result in the loss of any rights in Intellectual Property used or held for use in, or necessary to conduct, the business of GameSquare Tilray and the GameSquare Tilray Subsidiaries as currently conducted; conducted (iii) the transactions contemplated by this Agreement will not result in the loss of any rights in Intellectual Property used or held for use in, or necessary to conduct, the business of GameSquare and the GameSquare Subsidiaries, as currently conducted; (iv) to GameSquareTilray’s Knowledge, the conduct of the business of GameSquare Tilray and each of the GameSquare Tilray Subsidiaries, since December 731, 20202017, has not infringed upon, misappropriated or otherwise violated, and is not infringing upon, misappropriating or otherwise violating any Intellectual Property of any other Person; and (viv) each of GameSquare Tilray and the GameSquare Tilray Subsidiaries takes and has taken commercially reasonable actions to protect the proprietary rights in trade secrets included in its Intellectual Property and the trade secrets of other Persons possessed by GameSquare Tilray and the GameSquare Tilray Subsidiaries, and, since December 731, 20202017, there has been no unauthorized loss of trade secret rights in any such trade secrets due to acts or omissions by GameSquare Tilray or any of the GameSquare Tilray Subsidiaries. (cb) GameSquare Tilray and each of the GameSquare Tilray Subsidiaries complies, and during the past three years has complied, in all material respects, with applicable Privacy Law. Neither GameSquare Tilray nor any of the GameSquare Tilray Subsidiaries have been notified in writing of, or is the subject of, any complaint or Action proceeding or to GameSquareTilray’s knowledge, any, regulatory investigation related to processing of Personal Information by any Governmental Entity regarding any actual or possible violations of any Privacy Law by or with respect to GameSquare Tilray or any of the GameSquare Tiran Subsidiaries. (dc) Except as would not have a GameSquare Material Adverse Effect, GameSquare Tilray and each of the GameSquare Tilray Subsidiaries employs commercially reasonable organizational, administrative, physical and technical safeguards that comply in all material respects with applicable Privacy Law to protect the GameSquare Tilray Data within its custody or control. GameSquare Tilray and each of the GameSquare Tilray Subsidiaries has provided all requisite notices and obtained all required consents, and satisfied all other requirements (including but not limited to notification to Governmental Entities), necessary for the processing (including international and onward transfer) of all Personal Information in connection with the conduct of the business as currently conducted and in connection with the consummation of the transactions contemplated hereunder. (ed) To Other than as set forth in Section (19)(d) of the Tilray Disclosure Letter, except as would not reasonably be expected to be material to Tilray or any of the Tilray Subsidiaries, to the Knowledge of GameSquareTilray, neither GameSquare Tilray nor any of the GameSquare Tilray Subsidiaries has suffered a security breach with respect to any GameSquare Tilray Data and to GameSquareTilray’s Knowledge, there has been no unauthorized or illegal use of or access to any GameSquare Tilray Data. Neither GameSquare Tilray nor any of the GameSquare Tilray Subsidiaries has notified, or to GameSquareTilray’s Knowledge been required to notify, any person of any information security breach involving Personal Data. To GameSquareTilray’s Knowledge, the GameSquare Tilray Systems have had no material errors or defects that have not been fully remedied and contain no code designed to disrupt, disable, harm, distort or otherwise impede in any manner the legitimate operation of such GameSquare Tilray Systems (including what are sometimes referred to as “viruses”, “worms”, “time bombs” or “back doors”) that have not been removed or fully remedied. Neither GameSquare Tilray nor any of the GameSquare Tilray Subsidiaries have experienced within the past three (3) years any material disruption to, or material interruption in, the conduct of its business that affected the business for more than one calendar week, and attributable to a defect, bug, breakdown, unauthorized access, introduction of a virus or other malicious programming, or other failure or deficiency on the part of any Software or the GameSquare Tilray Systems. (f) Except as disclosed in Section (19)(f) of the GameSquare Disclosure Letter, GameSquare has obtained sufficient and enforceable moral rights waivers from all authors of any works of authorship that are included in the GameSquare Intellectual Property, including from all officers, employees, contractors and agents, such that GameSquare is not limited in any way in which it may choose to commercialize, exploit, use, adapt, modify, improve, associate or otherwise deal with such works of authorship and no consents, permissions, or approvals are required by GameSquare in that regard. (g) To the extent that any GameSquare Intellectual Property that is material to the Business was invented, developed, modified, created, conceived, supported or reduced to practice, in whole or in part, by current or past employees or independent contractors of GameSquare or a GameSquare Subsidiary, GameSquare and each GameSquare Subsidiary have obtained written agreements providing for confidentiality, non-disclosure and assignment of inventions executed by all of such employees and independent contractors, including confirmatory assignments naming by serial number, title and any other relevant identifying information, any specific GameSquare Intellectual Property assets that are registered or for which registration is pending.

Intellectual Property; IT and Data Privacy & Security. (a) Section (19) of the GameSquare Disclosure Letter sets out all Intellectual Property held used or held for use in, or necessary to conduct, the business of GameSquare and the GameSquare Subsidiaries as currently conducted (the “GameSquare Intellectual Property”). (b) Except as would not reasonably be expected to have, individually or in the aggregate, a GameSquare an EHT Material Adverse Effect: (i) each of GameSquare EHT and the GameSquare EHT Subsidiaries owns or has a valid right to use, free and clear of all Liens (other than Permitted Liens), all Intellectual Property used or held for use in, or necessary to conduct, the business of GameSquare EHT and the GameSquare EHT Subsidiaries as currently conducted; (ii) the transactions contemplated by this Agreement will not result in the loss of any rights in Intellectual Property used or held for use in, or necessary to conduct, the business of GameSquare EHT and the GameSquare EHT Subsidiaries as currently conducted; (iii) the transactions contemplated by this Agreement will not result in the loss of any rights in Intellectual Property used or held for use in, or necessary to conduct, the business of GameSquare and the GameSquare Subsidiaries, as currently conducted; (iv) to GameSquareEHT’s Knowledge, the conduct of the business of GameSquare EHT and the GameSquare EHT Subsidiaries, since December 731, 20202019, has not infringed upon, misappropriated or otherwise violated, and is not infringing upon, misappropriating or otherwise violating any Intellectual Property of any other Person; and (viv) each of GameSquare EHT and the GameSquare EHT Subsidiaries takes and has taken commercially reasonable actions to protect the proprietary rights in its Intellectual Property and the trade secrets of other Persons possessed by GameSquare EHT and the GameSquare EHT Subsidiaries, and, since December 731, 20202019, there has been no unauthorized loss of trade secret rights in any such trade secrets due to acts or omissions by GameSquare EHT or any of the GameSquare EHT Subsidiaries. (cb) GameSquare EHT and each of the GameSquare EHT Subsidiaries complies, and during the past three years has complied, in all material respects, with applicable Privacy Law. Neither GameSquare EHT nor any of the GameSquare EHT Subsidiaries have been notified in writing of, or is the subject of, any complaint or Action or to GameSquareEHT’s knowledge, any, regulatory investigation related to processing of Personal Information by any Governmental Entity regarding any actual or possible violations of any Privacy Law by or with respect to GameSquare EHT or any of the GameSquare EHT Subsidiaries. (dc) Except as would not have a GameSquare Material Adverse Effect, GameSquare EHT and each of the GameSquare EHT Subsidiaries employs commercially reasonable organizational, administrative, physical and technical safeguards that comply in all material respects with applicable Privacy Law to protect the GameSquare EHT Data within its custody or control. GameSquare EHT and each of the GameSquare EHT Subsidiaries has provided all requisite notices and obtained all required consents, and satisfied all other requirements (including but not limited to notification to Governmental Entities), necessary for the processing (including international and onward transfer) of all Personal Information in connection with the conduct of the business as currently conducted and in connection with the consummation of the transactions contemplated hereunder. (ed) To the Knowledge of GameSquareEHT, neither GameSquare EHT nor any of the GameSquare EHT Subsidiaries has suffered a security breach with respect to any GameSquare EHT Data and to GameSquareEHT’s Knowledge, there has been no unauthorized or illegal use of or access to any GameSquare EHT Data. Neither GameSquare EHT nor any of the GameSquare EHT Subsidiaries has notified, or to GameSquareEHT’s Knowledge been required to notify, any person of any information security breach involving Personal Data. To GameSquareEHT’s Knowledge, the GameSquare EHT Systems have had no material errors or defects that have not been fully remedied and contain no code designed to disrupt, disable, harm, distort or otherwise impede in any manner the legitimate operation of such GameSquare EHT Systems (including what are sometimes referred to as “viruses”, “worms”, “time bombs” or “back doors”) that have not been removed or fully remedied. Neither GameSquare EHT nor any of the GameSquare EHT Subsidiaries have experienced within the past three (3) years any material disruption to, or material interruption in, the conduct of its business that affected the business for more than one calendar week, and attributable to a defect, bug, breakdown, unauthorized access, introduction of a virus or other malicious programming, or other failure or deficiency on the part of any Software or the GameSquare EHT Systems. (f) Except as disclosed in Section (19)(f) of the GameSquare Disclosure Letter, GameSquare has obtained sufficient and enforceable moral rights waivers from all authors of any works of authorship that are included in the GameSquare Intellectual Property, including from all officers, employees, contractors and agents, such that GameSquare is not limited in any way in which it may choose to commercialize, exploit, use, adapt, modify, improve, associate or otherwise deal with such works of authorship and no consents, permissions, or approvals are required by GameSquare in that regard. (g) To the extent that any GameSquare Intellectual Property that is material to the Business was invented, developed, modified, created, conceived, supported or reduced to practice, in whole or in part, by current or past employees or independent contractors of GameSquare or a GameSquare Subsidiary, GameSquare and each GameSquare Subsidiary have obtained written agreements providing for confidentiality, non-disclosure and assignment of inventions executed by all of such employees and independent contractors, including confirmatory assignments naming by serial number, title and any other relevant identifying information, any specific GameSquare Intellectual Property assets that are registered or for which registration is pending.

Intellectual Property; IT and Data Privacy & Security. (a) Section (19) of the GameSquare Engine Gaming Disclosure Letter sets out all Intellectual Property held used or held for use in, or necessary to conduct, the business of GameSquare Engine Gaming and the GameSquare Engine Gaming Subsidiaries as currently conducted (the “GameSquare Engine Gaming Intellectual Property”). (b) Except as would not reasonably be expected to have, individually or in the aggregate, a GameSquare an Engine Gaming Material Adverse Effect: (i) each of GameSquare Engine Gaming and the GameSquare Engine Gaming Subsidiaries owns or has a valid right to use, free and clear of all Liens (other than Permitted Liens), all Intellectual Property used or held for use in, or necessary to conduct, the business of GameSquare Engine Gaming and the GameSquare Engine Gaming Subsidiaries as currently conducted; (ii) the transactions contemplated by this Agreement will not result in the loss of any rights in Intellectual Property used or held for use in, or necessary to conduct, the business of GameSquare Engine Gaming and the GameSquare Engine Gaming Subsidiaries as currently conducted; (iii) the transactions contemplated by this Agreement will not result in the loss of any rights in Intellectual Property used or held for use in, or necessary to conduct, the business of GameSquare Engine Gaming and the GameSquare Subsidiaries, Engine Gaming Subsidiaries as currently conducted; (iv) to GameSquareEngine Gaming’s Knowledge, the conduct of the business of GameSquare Engine Gaming and each of the GameSquare Engine Gaming Subsidiaries, since December 7, 2020, has not infringed upon, misappropriated or otherwise violated, and is not infringing upon, misappropriating or otherwise violating any Intellectual Property of any other Person; and (v) each of GameSquare Engine Gaming and the GameSquare Engine Gaming Subsidiaries takes and has taken commercially reasonable actions to protect the proprietary rights in its Intellectual Property and the trade secrets of other Persons possessed by GameSquare Engine Gaming and the GameSquare Engine Gaming Subsidiaries, and, since December 7, 2020, there has been no unauthorized loss of trade secret rights in any such trade secrets due to acts or omissions by GameSquare Engine Gaming or any of the GameSquare Engine Gaming Subsidiaries. (c) GameSquare Engine Gaming and each of the GameSquare Engine Gaming Subsidiaries complies, and during the past three years has complied, in all material respects, with applicable Privacy Law. Neither GameSquare Engine Gaming nor any of the GameSquare Engine Gaming Subsidiaries have been notified in writing of, or is the subject of, any complaint or Action or to GameSquareEngine Gaming’s knowledge, any, regulatory investigation related to processing of Personal Information by any Governmental Entity regarding any actual or possible violations of any Privacy Law by or with respect to GameSquare Engine Gaming or any of the GameSquare Engine Gaming Subsidiaries. (d) Except as would not have a GameSquare an Engine Gaming Material Adverse Effect, GameSquare Engine Gaming and each of the GameSquare Engine Gaming Subsidiaries employs commercially reasonable organizational, administrative, physical and technical safeguards that comply in all material respects with applicable Privacy Law to protect the GameSquare Engine Gaming Data within its custody or control. GameSquare Engine Gaming and each of the GameSquare Engine Gaming Subsidiaries has provided all requisite notices and obtained all required consents, and satisfied all other requirements (including but not limited to notification to Governmental Entities), necessary for the processing (including international and onward transfer) of all Personal Information in connection with the conduct of the business as currently conducted and in connection with the consummation of the transactions contemplated hereunder. (e) To the Knowledge of GameSquareEngine Gaming, neither GameSquare Engine Gaming nor any of the GameSquare Engine Gaming Subsidiaries has suffered a security breach with respect to any GameSquare Engine Gaming Data and to GameSquareEngine Gaming’s Knowledge, there has been no unauthorized or illegal use of or access to any GameSquare Engine Gaming Data. Neither GameSquare Engine Gaming nor any of the GameSquare Engine Gaming Subsidiaries has notified, or to GameSquareEngine Gaming’s Knowledge been required to notify, any person of any information security breach involving Personal Data. To GameSquareEngine Gaming’s Knowledge, the GameSquare Engine Gaming Systems have had no material errors or defects that have not been fully remedied and contain no code designed to disrupt, disable, harm, distort or otherwise impede in any manner the legitimate operation of such GameSquare Engine Gaming Systems (including what are sometimes referred to as “viruses”, “worms”, “time bombs” or “back doors”) that have not been removed or fully remedied. Neither GameSquare Engine Gaming nor any of the GameSquare Engine Gaming Subsidiaries have experienced within the past three (3) years any material disruption to, or material interruption in, the conduct of its business that affected the business for more than one calendar week, and attributable to a defect, bug, breakdown, unauthorized access, introduction of a virus or other malicious programming, or other failure or deficiency on the part of any Software or the GameSquare Engine Gaming Systems. (f) Except as disclosed in Section (19)(f) of the GameSquare Disclosure Letter, GameSquare has obtained sufficient and enforceable moral rights waivers from all authors of any works of authorship that are included in the GameSquare Intellectual Property, including from all officers, employees, contractors and agents, such that GameSquare is not limited in any way in which it may choose to commercialize, exploit, use, adapt, modify, improve, associate or otherwise deal with such works of authorship and no consents, permissions, or approvals are required by GameSquare in that regard. (g) To the extent that any GameSquare Intellectual Property that is material to the Business was invented, developed, modified, created, conceived, supported or reduced to practice, in whole or in part, by current or past employees or independent contractors of GameSquare or a GameSquare Subsidiary, GameSquare and each GameSquare Subsidiary have obtained written agreements providing for confidentiality, non-disclosure and assignment of inventions executed by all of such employees and independent contractors, including confirmatory assignments naming by serial number, title and any other relevant identifying information, any specific GameSquare Intellectual Property assets that are registered or for which registration is pending.

Intellectual Property; IT and Data Privacy & Security. (a) Section (19) of the GameSquare Disclosure Letter sets out all Intellectual Property held used or held for use in, or necessary to conduct, the business of GameSquare and the GameSquare Subsidiaries as currently conducted (the “GameSquare Intellectual Property”). (b) Except as would not reasonably be expected to have, individually or in the aggregate, a GameSquare an EHT Material Adverse Effect: (i) each of GameSquare EHT and the GameSquare EHT Subsidiaries owns or has a valid right to use, free and clear of all Liens (other than Permitted Liens), all Intellectual Property used or held for use in, or necessary to conduct, the business of GameSquare EHT and the GameSquare EHT Subsidiaries as currently conducted; (ii) the transactions contemplated by this Agreement will not result in the loss of any rights in Intellectual Property used or held for use in, or necessary to conduct, the business of GameSquare EHT and the GameSquare EHT Subsidiaries as currently conducted; (iii) the transactions contemplated by this Agreement will not result in the loss of any rights in Intellectual Property used or held for use in, or necessary to conduct, the business of GameSquare and the GameSquare Subsidiaries, as currently conducted; (iv) to GameSquareEHT’s Knowledge, the conduct of the business of GameSquare EHT and the GameSquare EHT Subsidiaries, since December 731, 20202019, has not infringed upon, misappropriated or otherwise violated, and is not infringing upon, misappropriating or otherwise violating any Intellectual Property of any other Person; and (viv) each of GameSquare EHT and the GameSquare EHT Subsidiaries takes and has taken commercially reasonable actions to protect the proprietary rights in its Intellectual Property and the trade secrets of other Persons possessed by GameSquare EHT and the GameSquare EHT Subsidiaries, and, since December 731, 20202019, there has been no unauthorized loss of trade secret rights in any such trade secrets due to acts or omissions by GameSquare EHT or any of the GameSquare EHT Subsidiaries. (cb) GameSquare EHT and each of the GameSquare EHT Subsidiaries complies, and during the past three years has complied, in all material respects, with applicable Privacy Law. Neither GameSquare EHT nor any of the GameSquare EHT Subsidiaries have been notified in writing of, or is the subject of, any complaint or Action or to GameSquareEHT’s knowledge, any, regulatory investigation related to processing of Personal Information by any Governmental Entity regarding any actual or possible violations of any Privacy Law by or with respect to GameSquare EHT or any of the GameSquare EHT Subsidiaries. (dc) Except as would not have a GameSquare Material Adverse Effect, GameSquare EHT and each of the GameSquare EHT Subsidiaries employs commercially reasonable organizational, administrative, physical and technical safeguards that comply in all material respects with applicable Privacy Law to protect the GameSquare EHT Data within its custody or control. GameSquare EHT and each of the GameSquare EHT Subsidiaries has provided all requisite notices and obtained all required consents, and satisfied all other requirements (including but not limited to notification to Governmental Entities), necessary for the processing (including international and onward transfer) of all Personal Information in connection with the conduct of the business as currently conducted and in connection with the consummation of the transactions contemplated hereunder. (ed) To the Knowledge of GameSquareEHT, neither GameSquare EHT nor any of the GameSquare EHT Subsidiaries has suffered a security breach with respect to any GameSquare EHT Data and to GameSquareEHT’s Knowledge, there has been no unauthorized or illegal use of or access to any GameSquare EHT Data. Neither GameSquare EHT nor any of the GameSquare EHT Subsidiaries has notified, or to GameSquareEHT’s Knowledge been required to notify, any person of any information security breach involving Personal Data. To GameSquareEHT’s Knowledge, the GameSquare EHT Systems have had no material errors or defects that have not been fully remedied and contain no code designed to disrupt, disable, harm, distort or 328972.00001/116443569.20 otherwise impede in any manner the legitimate operation of such GameSquare EHT Systems (including what are sometimes referred to as “viruses”, “worms”, “time bombs” or “back doors”) that have not been removed or fully remedied. Neither GameSquare EHT nor any of the GameSquare EHT Subsidiaries have experienced within the past three (3) years any material disruption to, or material interruption in, the conduct of its business that affected the business for more than one calendar week, and attributable to a defect, bug, breakdown, unauthorized access, introduction of a virus or other malicious programming, or other failure or deficiency on the part of any Software or the GameSquare EHT Systems. (f) Except as disclosed in Section (19)(f) of the GameSquare Disclosure Letter, GameSquare has obtained sufficient and enforceable moral rights waivers from all authors of any works of authorship that are included in the GameSquare Intellectual Property, including from all officers, employees, contractors and agents, such that GameSquare is not limited in any way in which it may choose to commercialize, exploit, use, adapt, modify, improve, associate or otherwise deal with such works of authorship and no consents, permissions, or approvals are required by GameSquare in that regard. (g) To the extent that any GameSquare Intellectual Property that is material to the Business was invented, developed, modified, created, conceived, supported or reduced to practice, in whole or in part, by current or past employees or independent contractors of GameSquare or a GameSquare Subsidiary, GameSquare and each GameSquare Subsidiary have obtained written agreements providing for confidentiality, non-disclosure and assignment of inventions executed by all of such employees and independent contractors, including confirmatory assignments naming by serial number, title and any other relevant identifying information, any specific GameSquare Intellectual Property assets that are registered or for which registration is pending.

Intellectual Property; IT and Data Privacy & Security. (a) Section (19) of the GameSquare SKYE Disclosure Letter sets out all Intellectual Property held used or held for use in, or necessary to conduct, the business of GameSquare SKYE and the GameSquare SKYE Subsidiaries as currently conducted (the “GameSquare SKYE Intellectual Property”). (b) Except as would not reasonably be expected to have, individually or in the aggregate, a GameSquare SKYE Material Adverse Effect: (i) each of GameSquare SKYE and the GameSquare SKYE Subsidiaries owns or has a valid right to use, free and clear of all Liens (other than Permitted Liens), all Intellectual Property used or held for use in, or necessary to conduct, the business of GameSquare SKYE and the GameSquare SKYE Subsidiaries as currently conducted; (ii) the transactions contemplated by this Agreement will not result in the loss of any rights in Intellectual Property used or held for use in, or necessary to conduct, the business of GameSquare SKYE and the GameSquare SKYE Subsidiaries as currently conducted; (iii) the transactions contemplated by this Agreement will not result in the loss of any rights in Intellectual Property used or held for use in, or necessary to conduct, the business of GameSquare SKYE and the GameSquare Subsidiaries, SKYE Subsidiaries as currently conducted; (iv) to GameSquareSKYE’s Knowledge, the conduct of the business of GameSquare SKYE and each of the GameSquare SKYE Subsidiaries, since December 731, 20202019, has not infringed upon, misappropriated or otherwise violated, and is not infringing upon, misappropriating or otherwise violating any Intellectual Property of any other Person; and (v) each of GameSquare SKYE and the GameSquare SKYE Subsidiaries takes and has taken commercially reasonable actions to protect the proprietary rights in its Intellectual Property and the trade secrets of other Persons possessed by GameSquare SKYE and the GameSquare SKYE Subsidiaries, and, since December 731, 20202019, there has been no unauthorized loss of trade secret rights in any such trade secrets due to acts or omissions by GameSquare SKYE or any of the GameSquare SKYE Subsidiaries. (c) GameSquare and each of the GameSquare Subsidiaries complies, and during the past three years has complied, in all material respects, with applicable Privacy Law. Neither GameSquare nor any of the GameSquare Subsidiaries have been notified in writing of, or is the subject of, any complaint or Action or to GameSquare’s knowledge, any, regulatory investigation related to processing of Personal Information by any Governmental Entity regarding any actual or possible violations of any Privacy Law by or with respect to GameSquare or any of the GameSquare Subsidiaries. (d) Except as would not have a GameSquare Material Adverse Effect, GameSquare and each of the GameSquare Subsidiaries employs commercially reasonable organizational, administrative, physical and technical safeguards that comply in all material respects with applicable Privacy Law to protect the GameSquare Data within its custody or control. GameSquare and each of the GameSquare Subsidiaries has provided all requisite notices and obtained all required consents, and satisfied all other requirements (including but not limited to notification to Governmental Entities), necessary for the processing (including international and onward transfer) of all Personal Information in connection with the conduct of the business as currently conducted and in connection with the consummation of the transactions contemplated hereunder. (e) To the Knowledge of GameSquare, neither GameSquare nor any of the GameSquare Subsidiaries has suffered a security breach with respect to any GameSquare Data and to GameSquare’s Knowledge, there has been no unauthorized or illegal use of or access to any GameSquare Data. Neither GameSquare nor any of the GameSquare Subsidiaries has notified, or to GameSquare’s Knowledge been required to notify, any person of any information security breach involving Personal Data. To GameSquare’s Knowledge, the GameSquare Systems have had no material errors or defects that have not been fully remedied and contain no code designed to disrupt, disable, harm, distort or otherwise impede in any manner the legitimate operation of such GameSquare Systems (including what are sometimes referred to as “viruses”, “worms”, “time bombs” or “back doors”) that have not been removed or fully remedied. Neither GameSquare nor any of the GameSquare Subsidiaries have experienced within the past three (3) years any material disruption to, or material interruption in, the conduct of its business that affected the business for more than one calendar week, and attributable to a defect, bug, breakdown, unauthorized access, introduction of a virus or other malicious programming, or other failure or deficiency on the part of any Software or the GameSquare Systems. (f) Except as disclosed in Section (19)(f) of the GameSquare Disclosure Letter, GameSquare has obtained sufficient and enforceable moral rights waivers from all authors of any works of authorship that are included in the GameSquare Intellectual Property, including from all officers, employees, contractors and agents, such that GameSquare is not limited in any way in which it may choose to commercialize, exploit, use, adapt, modify, improve, associate or otherwise deal with such works of authorship and no consents, permissions, or approvals are required by GameSquare in that regard. (g) To the extent that any GameSquare Intellectual Property that is material to the Business was invented, developed, modified, created, conceived, supported or reduced to practice, in whole or in part, by current or past employees or independent contractors of GameSquare or a GameSquare Subsidiary, GameSquare and each GameSquare Subsidiary have obtained written agreements providing for confidentiality, non-disclosure and assignment of inventions executed by all of such employees and independent contractors, including confirmatory assignments naming by serial number, title and any other relevant identifying information, any specific GameSquare Intellectual Property assets that are registered or for which registration is pending.