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

Intellectual Property; Proprietary Rights; Employee Restrictions. (a) The Company has disclosed in Schedule 3.11 all registered copyrights, copyright registrations and copyright applications, trademark registrations and applications for registration, patents and patent applications, trademarks, service marks, trade names, or Internet domain names (collectively, "Intellectual Property Rights") used by the Company in the Company's business as presently conducted, including all other registered Intellectual Property Rights used in connection with or contained in all versions of the Company's World Wide Web sites (including xxx.xxxxxxxx.xxx and xxx.xxxxxxxxx.xxx) and all licenses, assignments and releases of Intellectual Property Rights of others without which the Company could not offer the services it currently offers. All Intellectual Property Rights used by the Company in the Company's business held by any employee, officer or consultant are owned by the Company by operation of law or have been validly assigned to the Company. The Company believes that the Intellectual Property Rights are sufficient 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 or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in its services. The present business activities or products of the Company do not infringe any Intellectual Property Rights of others, except as would not have a Company Material Adverse Effect or result in a liability, fine or penalty in excess of $10,000 individually or in the aggregate. The Company has not received any notice or other claim from any person asserting that any of the Company's present activities infringe or may infringe any Intellectual Property Rights of such person. The Company has the right to use all trade secrets, customer lists, hardware designs, programming processes, software and other information required for its services or its business as presently conducted or contemplated. The Company has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information. All employees and consultants of the Company involved in the design, review, evaluation or development of products or Intellectual Property Rights have executed nondisclosure and assignment of inventions agreements to protect the confidentiality of the Company's trade secrets and other confidential information and to vest in the Company exclusive ownership of such Intellectual Property Rights. To the knowledge of the Company and the Principal Shareholders, 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 Shareholders, 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 Shareholders, 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 Shareholders' knowledge, such Intellectual Property Rights are valid and in full force and effect. No university, government agency (whether federal or state) or other organization 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 Proprietary Rights in any of its technology or services, or any violation of the confidentiality of any of its proprietary information. To the Company's and the Principal Shareholders' knowledge, the Company is not making unlawful use of any confidential information or trade secrets of any past or present employees of the Company. Neither the Company nor, to the knowledge of the Company and the Principal Shareholders, any of the Company's employees, have any agreements or arrangements with former employers of such employees relating to confidential information or trade secrets of such employers or 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 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, and except where the context otherwise requires, 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. (b) The Company has all franchises, permits, licenses and other rights and privileges reasonably necessary to permit it to own its property and to conduct its business as it is presently conducted other than any franchises, permits, licenses and other rights and privileges which if not held by the Company would not have a Company Material Adverse Effect or result in a fine or penalty in excess of $10,000 individually or in the aggregate.

Intellectual Property; Proprietary Rights; Employee Restrictions. (a) The Company has disclosed in Schedule 3.11 all registered copyrights, copyright registrations and copyright applications, trademark registrations and applications for registration, patents and patent applications, trademarks, service marks, trade names, or Internet domain names (collectively, "Intellectual Property Rights") used by the Company in the Company's business as presently conducted, including all other registered Intellectual Property Rights used in connection with or contained in all versions of the Company's World Wide Web sites (including xxx.xxxxxxxx.xxx and xxx.xxxxxxxxx.xxxtechxxxxxx.xxx, xxlixxxxxxxxxxx.xxx, xxw.xxxxxxxxxx.xxx xxx www.xxxxxxxxxxxxxxx.xxx) and xxd all licenses, assignments and releases of Intellectual Property Rights of others without which the Company could not offer the services it currently offersin material works embodied in its products. All Intellectual Property Rights used purported to be owned by the Company in the Company's business held by any employee, officer or consultant are owned by the Company by operation of law or have been validly assigned to the Company. The Company believes that 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 or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in its servicesproducts. The present business activities or products of the Company do not infringe any Intellectual Property Rights of others, except as would not have a Company Material Adverse Effect or result in a liability, fine or penalty in excess of $10,000 individually or in the aggregate. 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, customer lists, log files, hardware designs, programming processes, software and other information required for or incident to its services products or its business as presently conducted or contemplatedin any material respect. The Company has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information. All employees and consultants of the Company involved in the design, review, evaluation or development of products or Intellectual Property Rights have executed nondisclosure and assignment of inventions agreements sufficient to protect the confidentiality of the Company's trade secrets and other confidential information and to vest in the Company exclusive ownership of such Intellectual Property Rights. To the knowledge of the Company and the Principal Shareholders, 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 Principal Shareholders, 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 Shareholders, 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 Shareholders' 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 Proprietary 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 Shareholders' knowledge, the Company is not making unlawful use of any confidential information or trade secrets of any past or present employees of the Company. Neither the Company nor, to the knowledge of the Company and the Principal Shareholders, any of the Company's employees, have any agreements or arrangements with former employers of such employees relating to confidential information or trade secrets of such employers or 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, and except where the context otherwise requires, 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. (b) The Company has all franchises, permits, licenses and other rights and privileges reasonably necessary to permit it to own its property and to conduct its business as it is presently conducted other than any franchises, permits, licenses and other rights and privileges which if not held by the Company would not have a Company SI Material Adverse Effect or result in a fine or penalty in excess of $10,000 individually or in the aggregate. (c) The management information systems (including all computer hardware and software) owned, licensed or otherwise used by the Company will not perform differently and experience any material malfunctions or usage problems due to the change in the calendar year from 1999 to the year 2000.

Intellectual Property; Proprietary Rights; Employee Restrictions. (a) The Company has disclosed in Schedule 3.11 all registered copyrights, copyright registrations and copyright applications, trademark registrations and applications for registration, patents and patent applications, trademarks, service marks, trade names, or trade secrets, Internet domain names or other proprietary rights (collectively, the "Disclosed Intellectual Property Rights" and together with any and all 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, inventions, trade dress, logos and designs and all documentation and electronic media constituting, describing or relating to the foregoing, the "Intellectual Property Rights") used by the Company in the Company's business as presently conducted, including all other registered Intellectual Property Rights used in connection with or contained in all versions of the Company's World Wide Web sites (including xxx.xxxxxxxx.xxx and xxx.xxxxxxxxx.xxx) and all licenses, assignments and releases of Intellectual Property Rights of others without which in material works embodied in its products. Schedule 3.11 separately lists the Company could not offer the services it currently offers(i) owned Intellectual Property Rights and (ii) licensed Intellectual Property Rights. All Intellectual Property Rights used purported to be owned by the Company in the Company's business and held by any employee, officer or consultant are owned by the Company by operation of law or have been validly assigned to the Company. The Company believes that the Intellectual Property Rights are sufficient to carry on the business of the Company as presently conducted and as the Company reasonably anticipates its business to be conducted. The Company has exclusive ownership of or license to use all Intellectual Property Rights identified in Schedule 3.11 or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in its servicesproducts. The past and present business activities or products of the Company did not and do not infringe any Intellectual Property Rights of others, except as would not have a Company Material Adverse Effect or result in a liability, fine or penalty in excess of $10,000 individually or in the aggregate. The Company has not received any notice or other claim from any person asserting that any of the Company's present activities infringe or may infringe any Intellectual Property Rights of such person. The Company has the right to use use, free and clear of claims or rights of others, all trade secrets, customer lists, hardware designs, programming processes, software and other information required for or incident to its services products or its business as presently conducted or contemplated. The Company has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential informationIntellectual Property Rights. All employees and consultants of the Company involved in the design, review, evaluation or development of products or Intellectual Property Rights have executed nondisclosure and assignment of inventions agreements sufficient to protect the confidentiality of the Company's trade secrets and other confidential information ' Intellectual Property Rights and to vest in the Company exclusive ownership of such Intellectual Property Rights. To the knowledge of the Company and the Principal Shareholders, all trade secrets and other confidential information of the Company are presently valid and protectable and are not part of the public domain or knowledge, nor, to the knowledge of the Company and the Principal Shareholders, have they been misappropriated by used, divulged or appropriated for the benefit of any person having an obligation other than the Company or otherwise to maintain such trade secrets or other confidential information in confidence for the detriment of the Company. To the knowledge of the Company and the Principal Shareholders, 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, Company and to the Company's and the Principal Shareholders' knowledge, such Intellectual Property Rights are valid and in full force and effect. No university, government agency (whether federal or state) or other organization has 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 Proprietary 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 Shareholders' knowledge, the Company is not making unlawful use of any confidential information or trade secrets of any past or present employees of the Company. Neither the Company nor, to the knowledge of the Company and the Principal Shareholders, any of the Company's employees, have any agreements or arrangements with former employers of such employees relating to confidential information or trade secrets of such employers or 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 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, and except where the context otherwise requires, 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. (b) All officers and key employees, including all developers (contract or otherwise) of or to the Company, have executed and delivered to and in favor of the Company an agreement regarding the protection of confidential and proprietary information and the assignment to the Company of all Intellectual Property Rights arising from the services performed for the Company by such persons. The Company has all franchises, permits, licenses and other rights and privileges reasonably necessary to permit it to own its property and to conduct its business as it is presently conducted other than any franchises, permits, licenses and other rights and privileges which if not held by the Company would not have a Company Material Adverse Effect or result in a fine or penalty in excess of $10,000 individually or in the aggregatereasonably anticipated to be conducted.

Intellectual Property; Proprietary Rights; Employee Restrictions. (a) The Company has disclosed in Schedule 3.11 all registered copyrights, copyright registrations and copyright applications, trademark registrations and applications for registration, patents and patent applications, trademarks, service marks, trade names, or Internet domain names (collectively, "Intellectual Property Rights") used by the Company in the Company's business as presently conducted, including all other registered Intellectual Property Rights used in connection with or contained in all versions of the Company's World Wide Web sites (including xxx.xxxxxxxx.xxx and xxx.xxxxxxxxx.xxxxxx.xxxxxx.xxx) and all licenses, assignments and releases of Intellectual Property Rights of others without which the Company could not offer the services it currently offersin material works embodied in its products. All Intellectual Property Rights used purported to be owned by the Company in the Company's business held by any employee, officer or consultant are owned by the Company by operation of law or have been validly assigned to the Company. The Company believes that the Intellectual Property Rights are sufficient 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 or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in its servicesproducts. The present business activities or products of the Company do not infringe any Intellectual Property Rights of others, except as would not have a Company Tripod Material Adverse Effect or result in a liability, fine or penalty in excess of $10,000 individually or in the aggregate. The Company has not received any notice or other claim from any person asserting that any of the Company's present activities infringe or may infringe any Intellectual Property Rights of such person. The Company has the right to use all trade secrets, customer lists, hardware designs, programming processes, software and other information required for or incident to its services products or its business as presently conducted or contemplated. The Company has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information. All employees and consultants of the Company involved in the design, review, evaluation or development of products or Intellectual Property Rights have executed nondisclosure and assignment of inventions agreements sufficient to protect the confidentiality of the Company's trade secrets and other confidential information and to vest in the Company exclusive ownership of such Intellectual Property Rights. To the best knowledge of the Company and the Principal Shareholders, 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 Principal Shareholders, 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 Principal Shareholders, 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 Shareholders' 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 Proprietary 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 Shareholders' knowledge, the Company is not making unlawful use of any confidential information or trade secrets of any past or present employees of the Company. Neither the Company nor, to the best knowledge of the Company and the Principal Shareholders, any of the Company's employees, have any agreements or arrangements with former employers of such employees relating to confidential information or trade secrets of such employers or 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 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, and except where the context otherwise requires, 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. (b) The Company has all franchises, permits, licenses and other rights and privileges reasonably necessary to permit it to own its property and to conduct its business as it is presently conducted other than any franchises, permits, licenses and other rights and privileges which if not held by the Company would not have a Company Tripod Material Adverse Effect or result in a fine or penalty in excess of $10,000 individually or in the aggregate.

Intellectual Property; Proprietary Rights; Employee Restrictions. (a) The Company Parent has disclosed in Schedule 3.11 5.13 all registered copyrights, copyright registrations and copyright applications, trademark registrations and applications for registration, patents and patent applications, trademarks, service marks, trade names, or Internet domain names (collectively, "Intellectual Property Rights") used by the Company Parent in the CompanyParent's business as presently conducted, including all other registered Intellectual Property Rights used in connection with or contained in all versions of the CompanyParent's World Wide Web sites (including xxx.xxxxxxxx.xxx and xxx.xxxxxxxxx.xxxwww.xx0xxx.xxx, xxw.xxxxxxxxxxx.xxx, xxw.xxxxxxxx.xxx xxx www.xxxxxxxxx.xxx) and xxd all licenses, assignments and releases of Intellectual Property Rights of others without which the Company could not offer the services it currently offersin material works embodied in its products. All Intellectual Property Rights used purported to be owned by the Company in the Company's business Parent held by any employee, officer or consultant are owned by the Company Parent by operation of law or have been validly assigned to the CompanyParent. The Company believes that the Intellectual Property Rights are sufficient in all material respects to carry on the business of the Company Parent as presently conducted. The Company Parent has exclusive ownership of or license to use all Intellectual Property Rights identified in Schedule 3.11 5.13 or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in its servicesproducts. The To the knowledge of the Parent, the present business activities or products of the Company Parent do not infringe any Intellectual Property Rights of others, except as would not have a Company Material Adverse Effect or result in a liability, fine or penalty in excess of $10,000 individually or in the aggregate. The Company Parent has not received any notice or other claim from any person asserting that any of the CompanyParent's present activities infringe in any material respect or may infringe any Intellectual Property Rights of such person. The Company Parent has the right to use all trade secrets, customer lists, log files, hardware designs, programming processes, software and other information required for or incident to its services products or its business as presently conducted or contemplatedin any material respect. The Company Parent has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information. All employees and consultants of the Company Parent involved in the design, review, evaluation or development of products or Intellectual Property Rights have executed nondisclosure and assignment of inventions agreements sufficient to protect the confidentiality of the CompanyParent's trade secrets and other confidential information and to vest in the Company Parent exclusive ownership of such Intellectual Property Rights. To the knowledge of the Company and the Principal ShareholdersParent, all trade secrets and other confidential information of the Company Parent are not part of the public domain or knowledge, nor, to the best knowledge of the Company and the Principal ShareholdersParent, have they been misappropriated by any person having an obligation to maintain such trade secrets or other confidential information in confidence for the CompanyParent. To the knowledge of the Company and the Principal ShareholdersParent, no employee or consultant of the Company Parent 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 Shareholders' knowledge, such Intellectual Property Rights are valid and in full force and effect. No university, government agency (whether federal or state) or other organization 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 Proprietary Rights in any of its technology or services, or any violation of the confidentiality of any of its proprietary information. To the Company's and the Principal Shareholders' knowledge, the Company is not making unlawful use of any confidential information or trade secrets of any past or present employees of the Company. Neither the Company nor, to the knowledge of the Company and the Principal Shareholders, any of the Company's employees, have any agreements or arrangements with former employers of such employees relating to confidential information or trade secrets of such employers or 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 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, and except where the context otherwise requires, 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 designsParent. (b) The Company has management information systems (including all franchisescomputer hardware and software) owned, permits, licenses and other rights and privileges reasonably necessary to permit it to own its property and to conduct its business as it is presently conducted other than any franchises, permits, licenses and other rights and privileges which if not held licensed or otherwise used by the Company would Parent will not have a Company Material Adverse Effect perform differently and experience any material malfunctions or result in a fine or penalty in excess of $10,000 individually or usage problems due to the change in the aggregatecalendar year from 1999 to the year 2000.

Intellectual Property; Proprietary Rights; Employee Restrictions. (a) The Company has disclosed in Schedule 3.11 all registered copyrights, copyright registrations and copyright applications, trademark registrations and applications for registration, patents and patent applications, trademarks, service marks, trade names, or trade secrets, Internet domain names or other proprietary rights (collectively, the "Disclosed Intellectual Property Rights" and together with any and all 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, inventions, trade dress, logos and designs and all documentation and electronic media constituting, describing or relating to the foregoing, the "Intellectual Property Rights") used by the Company in the Company's business as presently conducted, including all other registered Intellectual Property Rights used in connection with or contained in all versions of the Company's World Wide Web sites (including xxx.xxxxxxxx.xxx and xxx.xxxxxxxxx.xxx) and all licenses, assignments and releases of Intellectual Property Rights of others without which in material works embodied in its products. Schedule 3.11 separately lists the Company could not offer the services it currently offers(i) owned Intellectual Property Rights and (ii) licensed Intellectual Property Rights. All Intellectual Property Rights used purported to be owned by the Company in the Company's business and held by any employee, officer or consultant are owned by the Company by operation of law or have been validly assigned to the Company. The Company believes that the Intellectual Property Rights are sufficient to carry on the business of the Company as presently conducted and as the Company reasonably anticipates its business to be conducted. The Company has exclusive ownership of or license to use all Intellectual Property Rights identified in Schedule 3.11 or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in its servicesproducts. The past and present business activities or products of the Company did not and do not infringe any Intellectual Property Rights of others, except as would not have a Company Material Adverse Effect or result in a liability, fine or penalty in excess of $10,000 individually or in the aggregate. The Company has not received any notice or other claim from any person asserting that any of the Company's present activities infringe or may infringe any Intellectual Property Rights of such person. The Company has the right to use use, free and clear of claims or rights of others, all trade secrets, customer lists, hardware designs, programming processes, software and other information required for or incident to its services products or its business as presently conducted or contemplated. The Company has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential informationIntellectual Property Rights. All employees and consultants of the Company involved in the design, review, evaluation or development of products or Intellectual Property Rights have executed nondisclosure and assignment of inventions agreements sufficient to protect the confidentiality of the Company's trade secrets and other confidential information Intellectual Property Rights and to vest in the Company exclusive ownership of such Intellectual Property Rights. To the knowledge of the Company and the Principal Shareholders, all trade secrets and other confidential information of the Company are presently valid and protectable and are not part of the public domain or knowledge, nor, to the knowledge of the Company and the Principal Shareholders, have they been misappropriated by used, divulged or appropriated for the benefit of any person having an obligation other than the Company or otherwise to maintain such trade secrets or other confidential information in confidence for the detriment of the Company. To the knowledge of the Company and the Principal Shareholders, 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, Company and to the Company's and the Principal Shareholders' knowledge, such Intellectual Property Rights are valid and in full force and effect. No university, government agency (whether federal or state) or other organization has 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 Proprietary 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 Shareholders' knowledge, the Company is not making unlawful use of any confidential information or trade secrets of any past or present employees of the Company. Neither the Company nor, to the knowledge of the Company and the Principal Shareholders, any of the Company's employees, have any agreements or arrangements with former employers of such employees relating to confidential information or trade secrets of such employers or 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 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, and except where the context otherwise requires, 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. (b) All officers and key employees, including all developers (contract or otherwise) of or to the Company, have executed and delivered to and in favor of the Company an agreement regarding the protection of confidential and proprietary information and the assignment to the Company of all Intellectual Property Rights arising from the services performed for the Company by such persons. The Company has all franchises, permits, licenses and other rights and privileges reasonably necessary to permit it to own its property and to conduct its business as it is presently conducted other than any franchises, permits, licenses and other rights and privileges which if not held by the Company would not have a Company Material Adverse Effect or result in a fine or penalty in excess of $10,000 individually or in the aggregatereasonably anticipated to be conducted.

Intellectual Property; Proprietary Rights; Employee Restrictions. (a) The Company has disclosed in Schedule 3.11 all registered copyrights, copyright registrations and copyright applications, trademark registrations and applications for registration, patents and patent applications, trademarks, service marks, trade names, or and Internet domain names (collectively, "Intellectual Property Rights") used by the Company in the Company's business as presently conducted, including all other registered Intellectual Property Rights used in connection with or contained in all versions of the Company's World Wide Web sites (including xxx.xxxxxxxx.xxx and xxx.xxxxxxxxx.xxxxxx.xxxxxxxx.xxx) and all licenses, assignments and releases of Intellectual Property Rights of others without which the Company could not offer the services it currently offersin material works embodied in its products. All Intellectual Property Rights used purported to be owned by the Company in the Company's business held by any employee, officer or consultant are owned by the Company by operation of law or have been validly assigned to the Company. The Company believes that the Intellectual Property Rights are sufficient 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 or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in its servicesproducts. The present business activities or products of the Company do not infringe any Intellectual Property Rights of others, except as would not have a Company WiseWire Material Adverse Effect or result in a liability, fine or penalty in excess of $10,000 individually or in the aggregate. The Company has not received any notice or other claim from any person asserting that any of the Company's present activities infringe or may infringe any Intellectual Property Rights of such person. The Company has the right to use all trade secrets, customer lists, hardware designs, programming processes, software and other information required for or incident to its services products or its business as presently conducted or contemplated. The Company has taken all reasonable measures to protect and preserve the security and confidentiality of its trade secrets and other confidential information. All employees and consultants of the Company involved in the design, review, evaluation or development of products or Intellectual Property Rights have executed nondisclosure and assignment of inventions agreements sufficient to protect the confidentiality of the Company's trade secrets and other confidential information and to vest in the Company exclusive ownership of such Intellectual Property Rights. To the best knowledge of the Company and the Principal ShareholdersCompany, 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 Principal ShareholdersCompany, 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 Principal ShareholdersCompany, 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 Shareholders' 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 Proprietary 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 Shareholders' knowledge, the Company is not making unlawful use of any confidential information or trade secrets of any past or present employees of the Company. Neither the Company nor, to the best knowledge of the Company and the Principal ShareholdersCompany, any of the Company's employees, have any agreements or arrangements with former employers of such employees relating to confidential information or trade secrets of such employers or 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 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, and except where the context otherwise requires, 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. (b) The Company has all franchises, permits, licenses and other rights and privileges reasonably necessary to permit it to own its property and to conduct its business as it is presently conducted other than any franchises, permits, licenses and other rights and privileges which if not held by the Company would not have a Company WiseWire Material Adverse Effect or result in a fine or penalty in excess of $10,000 individually or in the aggregate.