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

Intellectual Property; Proprietary Rights; Employee Restrictions. (a) Set forth on Schedule 3.12(a) hereto is a list of all Company Intellectual Property or other Intellectual Property required to operate the business of the Company as currently conducted (other than generally available software such as Microsoft Word and the like). True and correct copies of all licenses, assignments and releases relating to such Intellectual Property have been provided or made available 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. Except as set forth on Schedule 3.12(a), the Company owns and has good and exclusive right, title and interest to, or (x) has exclusive license to, each item of Company Intellectual Property and (y) has non-exclusive license to other Intellectual Property required to operate the business of the Company as currently conducted, free and clear of any lien or encumbrance; and all such Intellectual Property rights are in full force and effect. Except as set forth on Schedule 3.12(a), the Company is the exclusive owner of all trademarks and trade names used in connection with the operation of the business of the Company as currently conducted, including the sale of any products or the provision of any services by Company. Except as set forth on Schedule 3.12(a), the Company owns exclusively, and has good title to, all copyrighted works that are Company products or which the Company otherwise expressly purports to own. 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.

Intellectual Property; Proprietary Rights; Employee Restrictions. (a) Set forth on Schedule 3.12(a) hereto 3.11 is a list of all copyright registrations and applications for copyright registrations, trademark registrations and applications for trademark registrations, patents and patent applications, trademarks, service marks, trade names and Internet domain names that are used by the Company Intellectual Property or other Intellectual Property required to operate any Subsidiary in the business of the Company as currently conducted (presently conducted. The items listed on Schedule 3.11, together with all other than generally available software intellectual property rights owned by the Company or any Subsidiary and used in connection with its business are referred to as "Intellectual Property Rights." 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 or any Subsidiary which were developed, worked on or otherwise held by any shareholder, employee, officer, consultant or otherwise are owned free and clear by the Company or such as Microsoft Word and Subsidiary by operation of law or have been validly assigned to the like)Company or such Subsidiary. True Except for the items listed on Schedule 3.11, true and correct copies of all such licenses, assignments and releases relating to such of Intellectual Property Rights have been provided or made available to Parent prior to the date hereof, all of which are are, to the knowledge of the Shareholder, valid and binding agreements of the parties thereto, enforceable in accordance with their terms. Except as set forth on Schedule 3.12(a), the Company owns and has good and exclusive right, title and interest to, or (x) has exclusive license to, each item of Company Intellectual Property and (y) has non-exclusive license to other Intellectual Property required to operate the business of the Company as currently conducted, free and clear of any lien or encumbrance; and all such Intellectual Property rights are in full force and effect. Except as set forth on Schedule 3.12(a)3.11, the Company is the or a Subsidiary has a valid license to use or exclusive owner ownership of all trademarks and trade names used in connection with the operation of Intellectual Property Rights material to the business of the Company or any Subsidiary as currently presently conducted, including the sale of any products or the provision of any services by Company. Except as set forth on Schedule 3.12(a)3.11, the Company owns exclusively, and has good title to, all copyrighted works that are Company present business activities or products or which of the Company otherwise expressly purports to ownand its Subsidiaries do not infringe any Intellectual Property Rights of others. No universityExcept as set forth in Schedule 3.11, government agency (whether federal or state) neither the Company nor any Subsidiary has received any written notice or other organization has sponsored research and development conducted by claim from any person asserting that any of the present activities of the Company or has any claim of right to Subsidiary infringe or ownership of or other encumbrance upon the may infringe any Intellectual Property rights Rights of the Companysuch person.