Common use of Intellectual Property; Proprietary Rights; Employee Restrictions Clause in Contracts

Intellectual Property; Proprietary Rights; Employee Restrictions. (a) Set forth on Schedule 3.11 is a list of all registered copyrights, copyright registrations and copyright applications, trademark registrations and applications for registration, patents and patent applications, trademarks, service marks, trade names and Internet domain names, including without limitation, "xxxxxxxxxx.xxx" and "xxxxxxxxxxxx.xxx", that are used by the Company in the Company's business as presently conducted. The items listed on Schedule 3.11, together with all other intellectual property rights owned by the Company and used in connection with its business and (i) all licenses, assignments and releases of intellectual property rights of others in material works embodied in the Company's products, (ii) any and all intellectual property rights, licenses, databases, computer programs and other computer software user interfaces, know-how, trade secrets, customer lists, proprietary technology, processes and formulae, source code, object code, algorithms, architecture, structure, display screens, layouts, development tools, instructions, templates and marketing materials created by or on behalf of the Company, and (iii) inventions, trade dress, logos and designs created by or on behalf of the Company are referred to as "Intellectual Property Rights." All Intellectual Property Rights purported to be owned by the Company which were developed, worked on or otherwise held by any employee, officer, consultant or otherwise are owned free and clear by the Company by operation of law or have been validly assigned to the Company. True and correct copies of all such licenses, assignments and releases of Intellectual Property Rights have been provided to Parent prior to the date hereof, all of which are valid and binding agreements of the parties thereto, enforceable in accordance with their terms. All services provided to the Company by non-employees in respect of the creation, modification or improvement of any Intellectual Property Rights of the Company (including, without limitation, software, hardware, copyrightable works and the like) have been performed pursuant to agreements with the Company that assign to the Company ownership of such Intellectual Property Rights, each of which is a valid and binding agreement of the parties thereto, enforceable in accordance with its terms. The Intellectual Property Rights are sufficient in all material respects to carry on the business of the Company as presently conducted. The Company has exclusive ownership of or license to use all Intellectual Property Rights identified in SCHEDULE 3.11 as owned or licensed by the Company or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in the Company's products. The present business activities or products of the Company do not infringe any Intellectual Property Rights of others. Except as set forth in SCHEDULE 3.11, the Company has not received any notice or other claim from any person asserting that any of the Company's present activities infringe in any material respect or may infringe any Intellectual Property Rights of such person. The Company has the right to use all trade secrets, data, customer lists, log files, hardware designs, programming processes, software and other information required for or incident to its products or its business (including, without limitation, the operation of its web sites) as presently conducted in any material respect and has no reason to believe that any of such information that is provided to the Company by third parties will not continue to be provided to the Company on the same terms and conditions as currently exist. The Company has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information. To the knowledge of the Company and the Shareholder, all trade secrets and other confidential information of the Company are not part of the public domain or knowledge, nor, to the knowledge of the Company and the Shareholder, have they been misappropriated by any person having an obligation to maintain such trade secrets or other confidential information in confidence for the Company. To the knowledge of the Company and the Shareholder, no employee or consultant of the Company has used any trade secrets or other confidential information of any other person in the course of their work for the Company. The Company is the exclusive owner of all right, title and interest in its Intellectual Property Rights as purported to be owned by the Company, and to the Company's and the Shareholder's knowledge, such Intellectual Property Rights are valid and in full force and effect. No university, government agency (whether federal or state) or other organization which sponsored research and development conducted by the Company has any claim of right to or ownership of or other encumbrance upon the Intellectual Property Rights of the Company. The Company is not aware of any infringement by others of its copyrights or other Intellectual Property Rights in any of its products, technology or services, or any violation of the confidentiality of any of its proprietary information. To the Company's and the Shareholder's knowledge, the Company is not making unlawful use of any confidential information or trade secrets of any past or present employees of the Company. Except as set forth in SCHEDULE 3.11, neither the Company, the Shareholder, nor, to the knowledge of the Company and the Shareholder, any of the Company's employees, have any agreements or arrangements with current or former employers of the Shareholder or employees relating to (i) confidential information or trade secrets of such employers, or (ii) the assignment of rights by such Shareholder or employees to any inventions, know-how or intellectual property of any kind. The Company and the Shareholder have previously delivered to Parent true and correct copies of each agreement listed on SCHEDULE 3.11. Neither the Shareholder nor, to the knowledge of the Company and the Shareholder, is any Company employee bound by any consulting agreement relating to confidential information or trade secrets of another entity that are being violated by such persons.

Intellectual Property; Proprietary Rights; Employee Restrictions. (a) Set forth on Schedule 3.11 is a list of all registered copyrights, copyright registrations and copyright applications, trademark registrations and applications for registration, patents and patent applications, trademarks, service marks, trade names and Internet domain names, including without limitation, "xxxxxxxxxx.xxx" and "xxxxxxxxxxxx.xxx", names that are used by the Company in the Company's business as presently conductedconducted and that are not commercially available generally. The items listed on Schedule 3.11, together with all other intellectual property rights owned by the Company and used in connection with its business and (i) all licenses, assignments and releases of intellectual property rights of others in material works embodied in the Company's products, (ii) any and all intellectual property rights, licenses, databases, computer programs and other computer software user interfaces, know-how, trade secrets, customer lists, proprietary technology, processes and formulae, source code, object code, algorithms, architecture, structure, display screens, layouts, development tools, instructions, templates and marketing materials created by or on behalf of the Company, and (iii) inventions, trade dress, logos and designs created by or on behalf of the Company are referred to as "Intellectual Property Rights." All Intellectual Property Rights purported to be owned by the Company which were developed, worked on or otherwise held by any employee, officer, consultant or otherwise are owned free and clear by the Company by operation of law or have been validly assigned to the Company. True and correct copies of all such licenses, assignments and releases of Intellectual Property Rights have been provided to Parent prior to the date hereof, all of which are valid and binding agreements and in full force and effect; except to the extent that applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of the parties thereto, enforceable in accordance with their termscreditors' rights may affect such validity or enforceability. All services provided to the Company by non-employees in respect of the creation, modification or improvement of any Intellectual Property Rights of the Company (including, without limitation, software, hardware, copyrightable works and the like) have been performed pursuant to agreements with the Company that assign to the Company ownership of such Intellectual Property Rights, each of which is a valid and binding agreement and in full force and effect; except to the extent that applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of the parties thereto, enforceable in accordance with its termscreditors' rights may affect such validity or enforceability. The Intellectual Property Rights (along with other commercially available generally intellectual property rights) are sufficient in all material respects to carry on the business of the Company as presently conducted. The Company has exclusive ownership of or license to use all Intellectual Property Rights identified in SCHEDULE Schedule 3.11 as owned or licensed by the Company or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in the Company's products. The present business activities or products of the Company do not infringe any Intellectual Property Rights of others. Except as set forth in SCHEDULE Schedule 3.11, the Company has not received any notice or other claim from any person asserting that any of the Company's present activities infringe in any material respect or may infringe any Intellectual Property Rights of such person. The Company has the right to use all trade secrets, data, customer lists, log files, hardware designs, programming processes, software and other information required for or incident to its products or its business (including, without limitation, the operation of its web Web sites) as presently conducted in any material respect and has no reason to believe that any of such information that is provided to the Company by third parties will not continue to be provided to the Company on the same terms and conditions as currently exist. The Company has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information. To the best knowledge of the Company and the Shareholder, all trade secrets and other confidential information of the Company are not part of the public domain or knowledge, nor, to the best knowledge of the Company and the Shareholder, have they been misappropriated by any person having an obligation to maintain such trade secrets or other confidential information in confidence for the Company. To the best knowledge of the Company and the Shareholder, no employee or consultant of the Company has used any trade secrets or other confidential information of any other person in the course of their work for the Company. The Company is the exclusive owner of all right, title and interest in its Intellectual Property Rights as purported to be owned by the Company, and to the Company's and the Shareholder's best knowledge, such Intellectual Property Rights are valid and in full force and effect. No university, government agency (whether federal or state) or other organization which sponsored research and development conducted by the Company or has any claim of right to or ownership of or other encumbrance upon the Intellectual Property Rights of the Company. The Company is not aware of any infringement by others of its copyrights or other Intellectual Property Rights in any of its products, technology or services, or any violation of the confidentiality of any of its proprietary information. To the Company's and the Shareholder's best knowledge, the Company is not making unlawful use of any confidential information or trade secrets of any past or present employees of the Company. Except as set forth in SCHEDULE Schedule 3.11, neither the Company, the Shareholder, Company nor, to the best knowledge of the Company and the ShareholderPrincipal Shareholders, any of the Company's Principal Shareholders or employees, have any agreements or arrangements with current or former employers of such Principal Shareholders or employees that would interfere with such Principal Shareholder's or employees' ability to develop or assign to the Company any Intellectual Property Rights developed by such Principal Shareholder or employees relating employee for the Company and related to (i) confidential information or trade secrets of such employers, or (ii) the assignment of rights by such Shareholder Principal Shareholders or employees to any inventions, know-how or intellectual property of any kind. The Company and the Shareholder Principal Shareholders have previously delivered to Parent true and correct copies of each agreement listed on SCHEDULE Schedule 3.11. Neither the Shareholder nor, to the knowledge of the Company and the Shareholder, is any Company employee No such Principal Shareholders or employees are bound by any consulting agreement relating to confidential information or trade secrets of another entity that are being violated by such persons. The activities of the Company's employees on behalf of the Company do not violate in any material respects any agreements or arrangements known to the Company or any of the Principal Shareholders which any such employees or consultants have with former employers or any other entity to whom such employees or consultants may have rendered consulting services.

Intellectual Property; Proprietary Rights; Employee Restrictions. (a) Set forth on Schedule 3.11 is a list of all registered copyrights, copyright registrations and copyright applications, trademark registrations and applications for registration, patents and patent applications, trademarks, service marks, trade names and names, Internet domain names, including without limitation, "xxxxxxxxxx.xxx" source codes and "xxxxxxxxxxxx.xxx", that are object codes used by the Company in the Company's business as presently conducted. The items listed on Schedule 3.11, together with all other intellectual property rights owned by the Company and used in connection with its business or contained in all versions of the Company's World Wide Web sites (including, without limitation, xxx.xxx.xxx) and (i) all licenses, assignments and releases of intellectual property rights of others in material works embodied in the Company's its products, (ii) any and all intellectual property rights, licenses, databases, computer programs and other computer software user interfaces, know-how, trade secrets, customer lists, proprietary technology, processes and formulae, source code, object code, algorithms, architecture, structure, display screens, layouts, development tools, instructions, templates and templates, marketing materials created by or on behalf of the Company, and (iii) inventions, trade dress, logos and designs created by or on behalf of the Company are referred to as "Intellectual Property Rights." All Intellectual Property Rights purported to be owned by the Company which were developed, worked on or otherwise held by any employee, officer, consultant or otherwise are owned free and clear by the Company by operation of law or have been validly assigned to the Company. True and correct copies of all such licenses, assignments and releases of Intellectual Property Rights have been provided to Parent prior to the date hereof, all of which are valid and binding agreements of the parties thereto, thereto enforceable in accordance with their terms. All services provided to the Company by non-employees in respect of the creation, modification or improvement of any Intellectual Property Rights intellectual property asset of the Company (including, without limitation, software, hardware, copyrightable works and the like) have been performed pursuant to valid work-for-hire agreements with the Company that assign to the Company ownership of such Intellectual Property RightsCompany, each of which is a valid and binding agreement of the parties thereto, enforceable in accordance with its terms. The Intellectual Property Rights are sufficient in all material respects to carry on the business of the Company as presently conducted. The Company has exclusive ownership of or license to use all Intellectual Property Rights identified in SCHEDULE Schedule 3.11 as owned or licensed by the Company or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in the Company's products. The present business activities or products of the Company (including, without limitation, the operation of the Company's Web sites) do not infringe any Intellectual Property Rights of others. Except as set forth in SCHEDULE Schedule 3.11, the Company has not received any notice or other claim from any person asserting that any of the Company's present activities infringe in any material respect or may infringe any Intellectual Property Rights of such person. The Company has the right to use all trade secrets, data, customer lists, log files, hardware designs, programming processes, software and other information required for or incident to its products or its business (including, without limitation, the operation of its web Web sites) as presently conducted in any material respect and has no reason to believe that any of such information that is provided to the Company by third parties will not continue to be provided to the Company on the same terms and conditions as currently exist. The Company has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information. To the best knowledge of the Company and the ShareholderEquityholders, all trade secrets and other confidential information of the Company are not part of the public domain or knowledge, nor, to the best knowledge of the Company and the ShareholderEquityholders, have they been misappropriated by any person having an obligation to maintain such trade secrets or other confidential information in confidence for the Company. To the best knowledge of the Company and the ShareholderEquityholders, no employee or consultant of the Company has used any trade secrets or other confidential information of any other person in the course of their work for the Company. The Company is the exclusive owner of all right, title and interest in its Intellectual Property Rights as purported to be owned by the Company, and to the Company's and the Shareholder's Equityholders' best knowledge, such Intellectual Property Rights are valid and in full force and effect. No university, government agency (whether federal or state) or other organization which sponsored research and development conducted by the Company or has any claim of right to or ownership of or other encumbrance upon the Intellectual Property Rights of the Company. The Company is not aware of any infringement by others of its copyrights or other Intellectual Property Rights in any of its products, technology or services, or any violation of the confidentiality of any of its proprietary information. To the Company's and the Shareholder's Equityholders' best knowledge, the Company is not making unlawful use of any confidential information or trade secrets of any past or present employees of the Company. Except as set forth in SCHEDULE Schedule 3.11, neither the Company, the Shareholder, Company nor, to the best knowledge of the Company and the ShareholderEquityholders, any of the Company's Equityholders or employees, have any agreements or arrangements with current or former employers of the Shareholder such Equityholders or employees relating to (i) confidential information or trade secrets of such employers, or (ii) the assignment of rights by such Shareholder Equityholders or employees to any inventions, know-how or intellectual property of any kind. The Company and the Shareholder Equityholders have previously delivered to Parent true and correct copies of each agreement listed on SCHEDULE Schedule 3.11. Neither the Shareholder nor, to the knowledge of the Company and the Shareholder, is any Company employee No such Equityholders or employees are bound by any consulting agreement relating to confidential information or trade secrets of another entity that are being violated by such persons. The activities of the Company's employees on behalf of the Company do not violate in any material respects any agreements or arrangements known to the Company or any of the Equityholders which any such employees or consultants have with former employers or any other entity to whom such employees or consultants may have rendered consulting services.

Intellectual Property; Proprietary Rights; Employee Restrictions. (a) Set forth on Schedule SCHEDULE 3.11 is a list of all registered copyrights, copyright registrations and applications for copyright applicationsregistrations, trademark registrations and applications for registrationtrademark registrations, patents and patent applications, trademarks, service marks, trade names and Internet domain names, including without limitation, "xxxxxxxxxx.xxx" and "xxxxxxxxxxxx.xxx", names that are used by the Company in the Company's business as presently conducted. The items listed on Schedule SCHEDULE 3.11, together with all other intellectual property rights owned by the Company and used in connection with its business and (i) all licenses, assignments and releases of intellectual property rights of others in material works embodied in the Company's products, (ii) any and all intellectual property rights, licenses, data and databases, computer programs and other computer software user interfaces, know-how, trade secrets, customer lists, proprietary technology, processes and formulaeformulas, source code, object code, algorithms, architecture, structure, display screens, layouts, development tools, instructions, templates and marketing materials created by or on behalf of the Company, Company and (iii) inventions, trade dress, logos and designs created by or on behalf of the Company are referred to as "Intellectual Property RightsINTELLECTUAL PROPERTY RIGHTS." All Except as set forth on SCHEDULE 3.11 or as the failure to have been validly assigned would not have a Company Material Adverse Effect, all Intellectual Property Rights purported to be owned by the Company which were developed, worked on or otherwise held by any shareholder, employee, officer, consultant or otherwise are owned free and clear by the Company by operation of law or have been validly assigned to the Company. True Except for the items listed in Exhibit A to SCHEDULE 3.12(a), true and correct copies of all such licenses, assignments and releases of Intellectual Property Rights have been provided to Parent prior to the date hereof, all of which are are, to the knowledge of the Shareholders, valid and binding agreements of and in full force and effect. Except as set forth on SCHEDULE 3.11 or as the parties theretofailure to have been validly assigned would not have a Company Material Adverse Effect, enforceable in accordance with their terms. All all services provided to the Company by non-employees in respect of the creation, modification or improvement of any Intellectual Property Rights of the Company (including, without limitation, software, hardware, copyrightable works and the like) have been performed pursuant to agreements with the Company that assign to the Company ownership of such Intellectual Property Rights, each of which is a valid and binding agreement of the parties thereto, enforceable in accordance with its terms. The Intellectual Property Rights are sufficient in all material respects to carry on the business of the Company as presently conducted. The Company has exclusive ownership of or license to use all Intellectual Property Rights identified in SCHEDULE 3.11 as owned or licensed by the Company or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in the Company's products. The present business activities or products of the Company do not infringe any Intellectual Property Rights of others. Except as set forth in SCHEDULE 3.11, the Company has not received any notice or other claim from any person asserting that any of the Company's present activities infringe in any material respect or may infringe any Intellectual Property Rights of such person. The Company has the right to use all trade secrets, data, customer lists, log files, hardware designs, programming processes, software and other information required for or incident to its products or its business (including, without limitation, the operation of its web sites) as presently conducted in any material respect and has no reason to believe that any of such information that is provided to the Company by third parties will not continue to be provided to the Company on the same terms and conditions as currently exist. The Company has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information. To the knowledge of the Company and the Shareholder, all trade secrets and other confidential information of the Company are not part of the public domain or knowledge, nor, to the knowledge of the Company and the Shareholder, have they been misappropriated by any person having an obligation to maintain such trade secrets or other confidential information in confidence for the Company. To the knowledge of the Company and the Shareholder, no employee or consultant of the Company has used any trade secrets or other confidential information of any other person in the course of their work for the Company. The Company is the exclusive owner of all right, title and interest in its Intellectual Property Rights as purported to be owned by the Company, and to the Company's and the Shareholder's knowledge, such Intellectual Property Rights are valid and in full force and effect. No university, government agency (whether federal or state) or other organization which sponsored research and development conducted by the Company has any claim of right to or ownership of or other encumbrance upon the Intellectual Property Rights of the Company. The Company is not aware of any infringement by others of its copyrights or other Intellectual Property Rights in any of its products, technology or services, or any violation of the confidentiality of any of its proprietary information. To the Company's and the Shareholder's knowledge, the Company is not making unlawful use of any confidential information or trade secrets of any past or present employees of the Company. Except as set forth in SCHEDULE 3.11, neither the Company, the Shareholder, nor, to the knowledge of the Company and the Shareholder, any of the Company's employees, have any agreements or arrangements with current or former employers of the Shareholder or employees relating to (i) confidential information or trade secrets of such employers, or (ii) the assignment of rights by such Shareholder or employees to any inventions, know-how or intellectual property of any kind. The Company and the Shareholder have previously delivered to Parent true and correct copies of each agreement listed on SCHEDULE 3.11. Neither the Shareholder nor, to the knowledge of the Company and the Shareholder, is any Company employee bound by any consulting agreement relating to confidential information or trade secrets of another entity that are being violated by such persons.and

Intellectual Property; Proprietary Rights; Employee Restrictions. (a) Set forth on Schedule 3.11 is a list For purposes of this Agreement, "Intellectual Property Rights" shall mean all registered copyrights, copyright registrations and copyright applications, trademark registrations and applications for registration, patents and patent applications, trademarks, service marks, trade names and Internet domain names, including without limitation, "xxxxxxxxxx.xxx" and "xxxxxxxxxxxx.xxx", names that are used by the Company in the Company's business or by a Material Subsidiary in its business as presently conducted. The items listed on Schedule 3.11, together with all other intellectual property rights owned by the Company and/or any of its Material Subsidiaries and used in connection with its business and (i) all licenses, assignments and releases of intellectual property rights of others in material works embodied in the Company's or any Material Subsidiary's products, (ii) any and all intellectual property rights, licenses, databases, computer programs and other computer software user interfaces, know-how, trade secrets, customer lists, proprietary technology, processes and formulae, source code, object code, algorithms, architecture, structure, display screens, layouts, development tools, instructions, templates and marketing materials created by or on behalf of the CompanyCompany or any Material Subsidiary, and (iii) inventions, trade dress, logos and designs created by or on behalf of the Company are referred to as "Intellectual Property Rights." or any Material Subsidiary. All Intellectual Property Rights purported to be owned by the Company which were developed, worked on or otherwise held by any employee, officer, consultant or otherwise are owned free and clear by the Company or a Material Subsidiary (as the case may be) by operation of law or have been validly assigned to the CompanyCompany or a Material Subsidiary (as the case may be). True and correct copies of all such All licenses, assignments assignments, and releases of Intellectual Property Rights have been provided to Parent prior to the date hereof, all of which are valid and binding agreements of the Company and, to the Company's knowledge, of the other parties thereto, enforceable in accordance with their terms. All services provided to the Company and any Material Subsidiary by non-employees in respect of the creation, modification or improvement of any Intellectual Property Rights of the Company and any Material Subsidiary (including, without limitation, software, hardware, copyrightable works and the like) have been performed pursuant to agreements with the Company or any Material Subsidiary that assign to the Company or any Material Subsidiary ownership of or license to use such Intellectual Property Rights, each of which is a valid and binding agreement of the Company and, to the Company's knowledge, of the other parties thereto, enforceable in accordance with its terms. The Intellectual Property Rights are sufficient in all material respects to carry on the business of the Company and each of its Material Subsidiaries as presently conducted. The Company and each Material Subsidiary has exclusive ownership of or license to use all Intellectual Property Rights identified in SCHEDULE 3.11 as owned or licensed by the Company or a Material Subsidiary (as the case may be) or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in the Company's or any Material Subsidiary's products. The present business activities or products of the Company and any of its Material Subsidiaries do not infringe any Intellectual Property Rights of others, except in those instances in which such infringement would not result in a Material Adverse Effect. Except as set forth in SCHEDULE 3.112.12(A), neither the Company nor any Material Subsidiary has not received any written notice or other claim from any person asserting that any of the Company's or such Material Subsidiary's present activities infringe in any material respect or may infringe any Intellectual Property Rights of such person. The Company has the right to use all trade secrets, data, customer lists, log files, hardware designs, programming processes, software and other information required for or incident to its products or its business (including, without limitation, the operation of its web sites) as presently conducted in any material respect and has no reason to believe that any of such information that is provided to the Company by third parties will not continue to be provided to the Company on the same terms and conditions as currently exist. The Company has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information. To the knowledge of the Company and the Shareholder, all trade secrets and other confidential information of the Company are not part of the public domain or knowledge, nor, to the knowledge of the Company and the Shareholder, have they been misappropriated by any person having an obligation to maintain such trade secrets or other confidential information in confidence for the Company. To the knowledge of the Company and the Shareholder, no employee or consultant of the Company has used any trade secrets or other confidential information of any other person in the course of their work for the Company. The Company is the exclusive owner of all right, title and interest in its Intellectual Property Rights as purported to be owned by the Company, and to the Company's and the Shareholder's knowledge, such Intellectual Property Rights are valid and in full force and effect. No university, government agency (whether federal or state) or other organization which sponsored research and development conducted by the Company has any claim of right to or ownership of or other encumbrance upon the Intellectual Property Rights of the Company. The Company is not aware of any infringement by others of its copyrights or other Intellectual Property Rights in any of its products, technology or services, or any violation of the confidentiality of any of its proprietary information. To the Company's and the Shareholder's knowledge, the Company is not making unlawful use of any confidential information or trade secrets of any past or present employees of the Company. Except as set forth in SCHEDULE 3.11, neither the Company, the Shareholder, nor, to the knowledge of the Company and the Shareholder, any of the Company's employees, have any agreements or arrangements with current or former employers of the Shareholder or employees relating to (i) confidential information or trade secrets of such employers, or (ii) the assignment of rights by such Shareholder or employees to any inventions, know-how or intellectual property of any kind. The Company and the Shareholder have previously delivered to Parent true and correct copies of each agreement listed on SCHEDULE 3.11. Neither the Shareholder nor, to the knowledge of the Company and the Shareholder, is any Company employee bound by any consulting agreement relating to confidential information or trade secrets of another entity that are being violated by such persons.

Intellectual Property; Proprietary Rights; Employee Restrictions. (a) Set forth on Schedule 3.11 is a list For purposes of this Agreement, "Intellectual Property Rights" shall mean all registered copyrights, copyright registrations and copyright applications, trademark registrations and applications for registration, patents and patent applications, trademarks, service marks, trade names and Internet domain names, including without limitation, "xxxxxxxxxx.xxx" and "xxxxxxxxxxxx.xxx", names that are used by the Company in the Company's business as presently conducted. The items listed on Schedule 3.11, together with all other intellectual property rights owned by the Company and used in connection with its business and (i) all licenses, assignments and releases of intellectual property rights of others in material works embodied in the Company's products, (ii) any and all intellectual property rights, licenses, databases, computer programs and other computer software user interfaces, know-how, trade secrets, customer lists, proprietary technology, processes and formulae, source code, object code, algorithms, architecture, structure, display screens, layouts, development tools, instructions, templates and marketing materials created by or on behalf of the Company, and (iii) inventions, trade dress, logos and designs created by or on behalf of the Company are referred to as "Intellectual Property Rights." Company. All Intellectual Property Rights purported to be owned by the Company which were developed, worked on or otherwise held by any employee, officer, consultant or otherwise are owned free and clear by the Company by operation of law or or, to the knowledge of the Company, have been validly assigned to the Company, including, without limitation, such Intellectual Property Rights which were developed, worked on or otherwise held by an employee, officer, consultant or otherwise. True and correct copies of all such All licenses, assignments assignments, and releases of Intellectual Property Rights have been provided to Parent prior to the date hereof, all of which are valid and binding agreements of the parties thereto, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors' rights generally. All services provided to the Company by non-employees in respect of the creation, modification or improvement of any Intellectual Property Rights of the Company (including, without limitation, software, hardware, copyrightable works and the like) have been performed pursuant to agreements with the Company that assign to the Company ownership of such Intellectual Property Rights, each of which is a valid and binding agreement of the parties thereto, enforceable in accordance with its termsterms subject to applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting enforcement of creditors' rights generally. The Intellectual Property Rights are sufficient in all material respects to carry on the business of the Company as presently conducted. The Company has exclusive ownership of or license to use all Intellectual Property Rights identified in SCHEDULE 3.11 as owned or licensed by the Company or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in the Company's products. The To the knowledge of the Company, the present business activities or products of the Company and any of its Subsidiaries do not infringe any Intellectual Property Rights of others. Except as set forth in SCHEDULE 3.11on Schedule 2.12, ------------- the Company has not received any notice or other claim from any person asserting that any of the Company's present activities infringe in any material respect or may infringe any Intellectual Property Rights of such person. The Company has the right to use all trade secrets, data, customer lists, log files, hardware designs, programming processes, software and other information required for or incident to its products or its business (including, without limitation, the operation of its web Web sites) as presently conducted in any material respect and has no reason to believe that any of such information that is provided to the Company by third parties will not continue to be provided to the Company on the same terms and conditions as currently exist. The Company has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information. To the knowledge of the Company and the Shareholder, all trade secrets and other confidential information of the Company are not part of the public domain or knowledge, nor, to the knowledge of the Company and the Shareholder, have they been misappropriated by any person having an obligation to maintain such trade secrets or other confidential information in confidence for the Company. To the knowledge of the Company and the Shareholder, no employee or consultant of the Company has used any trade secrets or other confidential information of any other person in the course of their work for the Company. The Company is the exclusive owner of all right, title and interest in its Intellectual Property Rights as purported to be owned by the Company, and to the Company's and the Shareholder's knowledge, such Intellectual Property Rights are valid and in full force and effect. No university, government agency (whether federal or state) or other organization which sponsored research and development conducted by the Company has any claim of right to or ownership of or other encumbrance upon the Intellectual Property Rights of the Company. The Company is not aware of any infringement by others of its copyrights or other Intellectual Property Rights in any of its products, technology or services, or any violation of the confidentiality of any of its proprietary information. To the Company's and the Shareholder's knowledge, the Company is not making unlawful use of any confidential information or trade secrets of any past or present employees of the Company. Except as set forth in SCHEDULE 3.11, neither the Company, the Shareholder, nor, to the knowledge of the Company and the Shareholder, any of the Company's employees, have any agreements or arrangements with current or former employers of the Shareholder or employees relating to (i) confidential information or trade secrets of such employers, or (ii) the assignment of rights by such Shareholder or employees to any inventions, know-how or intellectual property of any kind. The Company and the Shareholder have previously delivered to Parent true and correct copies of each agreement listed on SCHEDULE 3.11. Neither the Shareholder nor, to the knowledge of the Company and the Shareholder, is any Company employee bound by any consulting agreement relating to confidential information or trade secrets of another entity that are being violated by such persons.currently

Intellectual Property; Proprietary Rights; Employee Restrictions. (a) Set forth on The Company has disclosed in Schedule 3.11 is a list of all registered copyrights, copyright registrations and copyright applications, trademark registrations and applications for registration, patents and patent applications, trademarks, service marks, trade names and names, or Internet domain names, including without limitationnames (collectively, "xxxxxxxxxx.xxx" and Intellectual Property Rights"xxxxxxxxxxxx.xxx", that are ) used by the Company in the Company's business as presently conducted. The items listed on Schedule 3.11, together with including all other intellectual property rights Intellectual Property Rights owned by the Company and used in connection with its business or contained in all versions of the Company's World Wide Web site (including, without limitation, xxx.Xxx00.xxx, xxx.000xxx.xxx and (ixxx.xxx000.xxx) and all licenses, assignments and releases of intellectual property rights Intellectual Property Rights of others in material works embodied in the Company's its products, (ii) any and all intellectual property rights, licenses, databases, computer programs and other computer software user interfaces, know-how, trade secrets, customer lists, proprietary technology, processes and formulae, source code, object code, algorithms, architecture, structure, display screens, layouts, development tools, instructions, templates and marketing materials created by or on behalf of the Company, and (iii) inventions, trade dress, logos and designs created by or on behalf of the Company are referred to as "Intellectual Property Rights." . All Intellectual Property Rights purported to be owned by the Company which were developed, worked on or otherwise held by any employee, officer, officer or consultant or otherwise are owned free and clear by the Company by operation of law or have been validly assigned to the Company. True and correct copies of all such licenses, assignments and releases of Intellectual Property Rights have been provided to Parent prior to the date hereof, all of which are valid and binding agreements of the parties thereto, enforceable in accordance with their terms. All services provided to the Company by non-employees in respect of the creation, modification or improvement of any Intellectual Property Rights of the Company (including, without limitation, software, hardware, copyrightable works and the like) have been performed pursuant to agreements with the Company that assign to the Company ownership of such Intellectual Property Rights, each of which is a valid and binding agreement of the parties thereto, enforceable in accordance with its terms. The Intellectual Property Rights are sufficient in all material respects to carry on the business of the Company as presently conducted. The Company has exclusive ownership of or license to use all Intellectual Property Rights identified in SCHEDULE Schedule 3.11 as owned or licensed by the Company or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in the Company's products. The present business activities or products of the Company (including, without limitation, the operation of the Company's Web sites) do not infringe any Intellectual Property Rights of others. Except as set forth in SCHEDULE Schedule 3.11, the Company has not received any notice or other claim from any person asserting that any of the Company's present activities infringe in any material respect or may infringe any Intellectual Property Rights of such person. The Company has the right to use all trade secrets, data, customer lists, log files, hardware designs, programming processes, software and other information required for or incident to its products or its business (including, without limitation, the operation of its web Web sites) as presently conducted in any material respect and has no reason to believe that any of such information that is provided to the Company by third parties will not continue to be provided to the Company on the same terms and conditions as currently exist. The Company has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information. To the knowledge of the Company and the Principal Shareholder, all trade secrets and other confidential information of the Company are not part of the public domain or knowledge, nor, to the knowledge of the Company and the Principal Shareholder, have they been misappropriated by any person having an obligation to maintain such trade secrets or other confidential information in confidence for the Company. To the knowledge of the Company and the Principal Shareholder, no employee or consultant of the Company has used any trade secrets or other confidential information of any other person in the course of their work for the Company. The Company is the exclusive owner of all right, title and interest in its Intellectual Property Rights as purported to be owned by the Company, and to the Company's and the Principal Shareholder's knowledge, such Intellectual Property Rights are valid and in full force and effect. No university, government agency (whether federal or state) or other organization which sponsored research and development conducted by the Company or has any claim of right to or ownership of or other encumbrance upon the Intellectual Property Rights of the Company. The Company is not aware of any infringement by others of its copyrights or other Intellectual Property Rights in any of its products, technology or services, or any violation of the confidentiality of any of its proprietary information. To the Company's and the Principal Shareholder's knowledge, the Company is not making unlawful use of any confidential information or trade secrets of any past or present employees of the Company. Except as set forth in SCHEDULE 3.11, neither Neither the Company, the Shareholder, Company nor, to the knowledge of the Company and the Principal Shareholder, any of the Company's employees, have any agreements or arrangements with current or former employers of the Shareholder or such employees relating to (i) confidential information or trade secrets of such employers, employers or (ii) the assignment of rights by such Shareholder or employees to any inventions, know-how or intellectual property of any kind. The Company and the Shareholder have previously delivered to Parent true and correct copies of each agreement listed on SCHEDULE 3.11. Neither the Shareholder nor, to the knowledge of the Company and the Shareholder, is any Company employee are bound by any consulting agreement relating to confidential information or trade secrets of another entity that are being violated by such persons. The activities of the Company's employees on behalf of the Company do not violate in any material respects any agreements or arrangements known to the Company which any such employees have with former employers or any other entity to whom such employees may have rendered consulting services. For the purposes of this Section 3.11, Intellectual Property Rights also includes any and all intellectual property rights, licenses, databases, computer programs and other computer software user interfaces, know-how, trade secrets, customer lists, proprietary technology, processes and formulae, source code, object code, algorithms, architecture, structure, display screens, layouts, development tools, instructions, templates, marketing materials created by the Company, inventions, trade dress, logos and designs.