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 2.21 all copyrights, copyright registrations and copyright applications, trademark registrations and applications for registration, patents and patent applications, trademarks, service marks, trade names, 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 in the Company's business, including, without limitation, all licenses, assignments and releases of Intellectual Property Rights of others in material works embodied in its products. SCHEDULE 2.21 separately lists the (i) owned Intellectual Property Rights and (ii) licensed Intellectual Property Rights. Except as set forth on SCHEDULE 2.21 under the heading "Required Consents/Intellectual Property," no approval or consent of any Person is needed so that the interest of the Company in its Intellectual Property Rights shall continue to be in full force and effect and enforceable by the Purchaser following the transactions contemplated by this Agreement. All Intellectual Property Rights purported to be owned by the Company held by any employee, director or consultant have been validly assigned to the Company. The Company's 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 2.21 or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in its products. To the knowledge of the Sellers, the business activities or products of the Company do not infringe any Intellectual Property Rights of others. The Company has not received any notice or other claim from any Person asserting that any of the Company's activities infringe or may infringe any Intellectual Property Rights of such Person.

Intellectual Property; Proprietary Rights; Employee Restrictions. (a) The Company has disclosed in SCHEDULE 2.21 Schedule 3.11 all copyrights, copyright registrations and copyright applications, trademark registrations and applications for registration, patents and patent applications, trademarks, service marks, trade names, 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 in the Company's businessbusiness as presently conducted, including, without limitation, including all Intellectual Property Rights used in connection with or contained in all versions of the Company's World Wide Web sites and all licenses, assignments and releases of Intellectual Property Rights of others in material works embodied in its products. SCHEDULE 2.21 Schedule 3.11 separately lists the (i) owned Intellectual Property Rights and (ii) licensed Intellectual Property Rights. Except as set forth on SCHEDULE 2.21 under the heading "Required Consents/Intellectual Property," no approval or consent of any Person is needed so that the interest of the Company in its Intellectual Property Rights shall continue to be in full force and effect and enforceable by the Purchaser following the transactions contemplated by this Agreement. All Intellectual Property Rights purported to be owned by the Company and held by any employee, director officer or consultant have been validly assigned to the Company. The Company's 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 2.21 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 products. To the knowledge of the Sellers, the The past and present business activities or products of the Company did not and do not infringe any Intellectual Property Rights of others. The Company has not received any notice or other claim from any Person person asserting that any of the Company's activities infringe or may infringe any Intellectual Property Rights of such Personperson. The Company has the right to 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 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 Intellectual 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 Intellectual Property Rights and to vest in the Company exclusive ownership of such Intellectual Property Rights. To the knowledge of the Company and the 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 Shareholders, have they been used, divulged or appropriated for the benefit of any person other than the Company or otherwise to the detriment of the Company. To the knowledge of the Company and the 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 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 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 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 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.

Intellectual Property; Proprietary Rights; Employee Restrictions. (a) The Company Seller has disclosed in SCHEDULE 2.21 2.16 all copyrights, copyright registrations and copyright applications, trademark registrations and applications for registration, patents and patent applications, trademarks, service marks, trade names, 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 in the Company's businessBusiness, including, without limitation, all licenses, assignments and releases of Intellectual Property Rights of others in material works embodied in its products. SCHEDULE 2.21 2.16 separately lists the (i) owned Intellectual Property Rights and (ii) licensed Intellectual Property Rights. Except as set forth on SCHEDULE 2.21 2.16 under the heading "Required Consents/Intellectual Property," no approval or consent of any Person is needed so that the interest of the Company Seller in its the Intellectual Property Rights shall continue to be in full force and effect and enforceable by the Purchaser following the transactions contemplated by this Agreement. All Intellectual Property Rights purported to be owned by the Company Seller held by any employee, director or consultant have been validly assigned to the CompanySeller. The CompanySeller's Intellectual Property Rights are sufficient to carry on the business of the Company Business as presently conducted. The Company Seller has exclusive ownership of or license to use all Intellectual Property Rights identified in SCHEDULE 2.21 2.16 or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights in works embodied in its products. To the knowledge of the SellersSeller, the business activities or products of the Company Business do not infringe any Intellectual Property Rights of others. The Company Seller has not received any notice or other claim from any Person asserting that any of the CompanySeller's activities infringe or may infringe any Intellectual Property Rights of such Person.

Intellectual Property; Proprietary Rights; Employee Restrictions. (a) The Company has disclosed in SCHEDULE 2.21 3.11 all copyrights, copyright registrations and copyright applications, trademark registrations and applications for registration, patents and patent applications, trademarks, service marks, trade names, 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 in the Company's businessbusiness as presently conducted, includingand as proposed to be conducted, without limitation, including all Intellectual Property Rights used in connection with or contained in all versions of the Company's World Wide Web sites and all licenses, assignments and releases of Intellectual intellectual Property Rights of others in material works embodied in its products. SCHEDULE 2.21 Schedule 3.11 separately lists the (i) owned Intellectual Property Rights and (ii) licensed Intellectual Property Rights. Except as set forth on SCHEDULE 2.21 under the heading "Required Consents/Intellectual Property," no approval or consent of any Person is needed so that the interest of the Company in its Intellectual Property Rights shall continue to be in full force and effect and enforceable by the Purchaser following the transactions contemplated by this Agreement. All Intellectual Property Rights purported to be owned by the Company held by any employee, director officer or consultant have been validly assigned to the Company. The Company's Intellectual Property Rights are sufficient to carry on the business of the Company as presently conducted and as proposed to be conducted. The Company has exclusive ownership of or license to use all Disclosed Intellectual Property Rights identified in SCHEDULE 2.21 Schedule 3.11 or has obtained any licenses, releases or assignments reasonably necessary to use all third parties' Intellectual Property Rights intellectual property rights in works embodied in its products. To the knowledge of the SellersCompany's knowledge, the present business activities or products of the Company do not infringe any Intellectual Property Rights intellectual property rights of others. The Company has not received any notice or other claim from any Person 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, 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 products or its business as presently conducted or contemplated or as proposed to be conducted. The Company has taken all reasonable measures to protect and preserve the security and confidentiality of its Intellectual 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 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 used, divulged or appropriated for the benefit of any person other than the Company or otherwise to 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, such Disclosed 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 Disclosed 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 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 Personemployees 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.