Common use of Intellectual Property; Technology Clause in Contracts

Intellectual Property; Technology. (a) SCHEDULE 3.11(a) contains a true, correct and complete list of all material Intellectual Property (as defined below), including without limitation, applications, filings and registrations with or in any governmental, judicial or regulatory agency, foreign or domestic, having jurisdiction over such subject matter. All such applications, filings and registrations have been duly filed, and those registrations which have issued are validly existing and in full force and effect. With respect to all U.S. registered service and trademarks, Section 8 and 15 declarations, where applicable, have been timely filed and accepted. No service or trademarks listed on SCHEDULE 3.11 (a) have been abandoned. (b) Except as specifically set forth on SCHEDULE 3.11(b), the Company has good and marketable title to all Intellectual Property and Technology (as defined below), free and clear of all liens, claims, security interests, restrictions, encumbrances or rights of third parties and without payment of any royalties, license fees or other amounts. (c) Except as specifically set forth on SCHEDULE 3.11(c), there are no licenses, agreements, obligations or other commitments by which the Company may be bound from or with third parties under which the Company uses, has the right to use or exercises any rights with respect to any Intellectual Property or Technology. (d) Except as specifically set forth on SCHEDULE 3.11(d), the Company has not received (nor does the Company have any knowledge of) any notice, claim or allegation from any other party challenging the right of the Company to use, possess, transfer, convey or otherwise dispose of any Intellectual Property or Technology, and there is no interference, opposition, cancellation, reexamination or other contest proceeding, action, claim, dispute or claim of infringement, misappropriation or other violation of any intellectual property or other proprietary rights of any other party. The Company's use of the Intellectual Property and Technology has not and does not violate or infringe upon the rights of any other party or constitute a breach of any agreement, obligation, promise or commitment by which the Company may be bound or constitute a violation of any laws, regulations, ordinances, codes or statutes in any jurisdiction, except for any such violation, infringement or breach that would not have a Company Material Adverse Effect. (e) Except as set forth on SCHEDULE 3.11(e) and for user licenses granted in the ordinary course of business, no licenses or other rights have been granted and the Company does not have any obligation to grant licenses with respect to any Intellectual Property or Technology; no claims have been made by or against the Company of any violation or infringement by others of any rights with respect to any Intellectual Property or Technology; and the Company is not aware of any such claim which the Company may have the right or a reasonable basis to make or assert. (f) The Intellectual Property and Technology includes all rights and interests necessary to conduct the business of the Company as it is currently conducted and as proposed to be conducted, and such rights and interests will not be adversely affected in any way by the execution and delivery of this Agreement by the Company, the Closing or the consummation of any of the transactions contemplated hereby. (g) All statements and representations made by the Company in any pending Intellectual Property applications, filings and registrations were true in all material respects as of the time they were made. (h) All documentation, specifications, designs and other informational materials which describe the operation, functions and technical characteristics applicable to the Intellectual Property and Technology are true and complete in all material respects and faithfully and accurately reflect the Intellectual Property and Technology to which same relate. (i) The Company has taken all actions reasonably necessary to ensure that (I) there are no protections, encryption, security or lock-out devices, whether triggered by the passage of time, the use or operation of the Intellectual Property and Technology, remotely or otherwise which might in any way interrupt, discontinue or otherwise adversely affect the Intellectual Property and Technology or Purchaser's use thereof; and (II) there are no so-called computer viruses, worms, trap or back doors, Trojan horses or any other instructions, codes, programs, data or materials which could improperly, wrongfully and/or without the authorization of Purchaser, interfere with the operation or use of the Intellectual Property and Technology. (j) For purposes of this Agreement, "Intellectual Property" shall mean all intellectual property rights, common law, statutory or otherwise, domestic and foreign, including, without limitation, patents (including all reissues, divisions, continuations and extensions), service marks, trademarks, tradenames, brand, product and service names, and all logos and distinctive identifications of the Company, its products and services, copyrights, all applications for any and all of the foregoing, licenses and other contractual rights and other such property and intangible rights owned, used or held for use by the Company, together with the goodwill of the business of the Company in connection with all of the foregoing.

Intellectual Property; Technology. (a) SCHEDULE Schedule 3.11(a) contains a true, correct and complete list of all material Intellectual Property (as defined below), including without limitation, applications, filings which constitute applications and registrations by the Company and each Subsidiary with or in any governmental, judicial or regulatory governmental agency, foreign or domestic, having jurisdiction over such subject matter. All such applications, filings applications and registrations have been duly filed, and those registrations which have issued are validly existing and in full force and effect. With respect to all U.S. registered service and trademarks, Section 8 and 15 declarations, where applicable, have been timely filed and accepted. No Except as set forth on Schedule 3.11(a), no service or trademarks listed on SCHEDULE Schedule 3.11 (a) have been abandoned. (b) Except as specifically set forth for proprietary material of persons other than the Company which is licensed to the Company and which is generally commercially available on SCHEDULE 3.11(ba non-exclusive basis, material which is publicly available without restriction, or material held under licenses referred to in Section 3.11(c) without regard to the $100,000 limitation (collectively, the "Non-Owned Intellectual Property"), the Company has good and marketable title to all Intellectual Property and Technology (as defined below)Technology, free and clear of all liens, claims, security interests, restrictions, restrictions and encumbrances or rights of third parties and without payment of any royalties, license fees or other amounts. (c) Except as specifically set forth on SCHEDULE 3.11(c), there are no The Company has provided Purchaser with a true and complete list of all licenses, agreements, obligations or other commitments by which the Company or any of its Subsidiaries may be bound from or with third parties under which the Company or such Subsidiary uses, has the right to use or exercises any rights with respect to any Intellectual Property or TechnologyTechnology (as defined below) and pursuant to which the Company has paid or is obligated to pay at least $100,000 per year. (d) Except as specifically set forth on SCHEDULE 3.11(d), Neither the Company nor any of its Subsidiaries has not received (nor does the Company have any knowledge of) any notice, claim or allegation from any other party challenging the right of the Company or any of its Subsidiaries to use, possess, transfer, convey or otherwise dispose of any Intellectual Property or Technology, and there . There is no interference, opposition, cancellation, reexamination or other contest proceeding, action, claim, dispute or claim of infringement, misappropriation or other violation of any intellectual property or other proprietary rights of any other party. The Company's use of the Intellectual Property and Technology Technology, past and present, other than the Non-Owned Intellectual Property, has not and does not not, to the Company's knowledge, violate or infringe upon the rights of any other party or nor does such use constitute a breach of any agreement, obligation, promise or commitment by which the Company or any of its Subsidiaries may be bound or constitute a violation of any laws, regulations, ordinances, ordinances codes or statutes in any jurisdiction, except for any such violation, infringement or breach that would not have a Company Material Adverse Effect. (e) Except for standard customer license agreements, copies of the forms of which have previously been provided to Purchaser, or as set forth on SCHEDULE Schedule 3.11(e) and for user licenses granted in the ordinary course of business), no licenses or other rights have been granted and by the Company does not have or any of its Subsidiaries and neither the Company nor any of its Subsidiaries has any obligation to grant licenses with respect to any Intellectual Property or Technology; no . No claims have been made by or against the Company or any of its Subsidiaries of any violation or infringement by others of any rights with respect to any Intellectual Property or Technology; and . Neither the Company nor any of its Subsidiaries is not aware of any such claim which the Company or any of its Subsidiaries may have the right or a reasonable basis to make or assert. (f) The Except as set forth on Schedule 3.11(f), (i) the Intellectual Property and Technology includes all rights and interests necessary to conduct the business of the Company and its Subsidiaries as it is currently conducted and as proposed to be conducted, conducted and (ii) such rights and interests will not be adversely affected by the Company or any of its Subsidiaries or any other party claiming under or through the Company or any of its Subsidiaries or otherwise in any way by connection with or arising from the execution and delivery of this Agreement by the CompanyAgreement, the Closing or the consummation of any of the transactions contemplated hereby. (g) All statements and representations made by the Company or any of its Subsidiaries in any pending Intellectual Property applications, filings and registrations were true in all material respects as of the time they were made. (h) All As to the Intellectual Property and Technology to which the Company has good and marketable title (the "Owned Intellectual Property"), the documentation, specificationssource code with its embedded commentary, designs descriptions and indicated authorships, Core Class specifications and other informational materials which describe the operation, functions and technical characteristics applicable to the Owned Intellectual Property and Technology are true and complete in all material respects and respects, have been faithfully and accurately reflect compiled in accordance with standards generally practiced by companies whose principal business is software development and which are listed on the Intellectual Property New York Stock Exchange or the NASDAQ National Market and Technology are sufficient to permit the Company to support and maintain its products and services. The Company has taken all actions which same relatea reasonably prudent person in the Company's business would take to maintain its source code as confidential and proprietary and to protect against the loss, theft or unauthorized use of such source code. (i) The Company has taken all actions which a reasonably necessary prudent person in the Company's business would take to ensure that protect against the existence of (I) there are no any protections, encryption, security or lock-out devices, whether triggered by the passage of time, the use or operation of the Intellectual Property and Technology, remotely or otherwise which might in any way interrupt, discontinue or otherwise adversely affect the Intellectual Property and Technology or Purchaser's use thereof; and (II) there are no any so-called computer viruses, worms, trap or back doors, Trojan horses or any other instructions, codes, programs, data or materials which could improperly, wrongfully and/or without the authorization of Purchaser, interfere with the operation or use of the Intellectual Property and Technology. (j) The Company has delivered to Purchaser a description of the Company's "Year 2000 Project." Since January 1, 1998, the Company has used reasonable efforts to implement the Year 2000 Project. The anticipated cost to the Company of implementing the Year 2000 Project is $530,000. (k) For purposes of this Agreementhereof, "Intellectual Property" shall mean all intellectual property rights, common law, statutory or otherwise, domestic and foreign, including, without limitation, patents (including all reissues, divisions, continuations and extensions), service marks, trademarks, tradenames, brand, product and service names, and all logos and distinctive identifications of the CompanyCompany and its Subsidiaries, its their products and services, copyrights, copyrights as well as all applications for any and all of the foregoing, licenses and other contractual rights and other such property and intangible rights owned, used or held for use by the CompanyCompany and its Subsidiaries, together with the goodwill of the business of the Company and its Subsidiaries in connection with all of the foregoing.

Intellectual Property; Technology. Except as would not have a Material Adverse Effect or except as set forth in Schedule 4.15, (a) SCHEDULE 3.11(a) contains a true, correct and complete list the Seller has not received notice of all material Intellectual Property (any claim against the Company or any Subsidiary asserting that the conduct of the Business as defined below), including without limitation, applications, filings and registrations with currently conducted infringes upon the intellectual property or in proprietary rights of any governmental, judicial or regulatory agency, foreign or domestic, having jurisdiction over such subject matter. All such applications, filings and registrations have been duly filedThird Party, and those registrations which have issued are validly existing and in full force and effect. With respect to all U.S. registered service and trademarksthe knowledge of the Seller, Section 8 and 15 declarations, where applicable, have been timely filed and accepted. No service the conduct of the Business as currently conducted does not infringe upon or trademarks listed on SCHEDULE 3.11 (a) have been abandoned. misappropriate the intellectual property or proprietary rights of any Third Party; (b) Except with respect to the patents, patent applications, trademark and service mark applications and registrations, copyright registrations anx xxplications, material unregistered copyrights, domain names and trade names owned by the Company and the Subsidiaries and used in connection with the Business as specifically set forth on SCHEDULE 3.11(bcurrently conducted ("Owned Intellectual Property"), the Company has good and marketable title to all the Subsidiaries, or any of them owns such Owned Intellectual Property and Technology (as defined below), free and clear of all liensEncumbrances, claims, security interests, restrictions, encumbrances or rights of third parties and without payment of any royalties, license fees or other amounts. than Permitted Encumbrances; (c) Except as specifically set forth on SCHEDULE 3.11(cwith respect to each patent, trademark, service mark, registered copyright, material unregistered copyright and domain xxxe licensed to the Company and the Subsidiaries, or any of them ("Licensed Intellectual Property"), there are no licenses, agreements, obligations or other commitments by which the Company may be bound from and the Subsidiaries, or with third parties under which the Company usesany of them, has the right to use such Licensed Intellectual Property in the continued operation of its business pursuant to the terms of the license agreement governing the use of such Licensed Intellectual Property; (d) the Owned Intellectual Property has not been adjudged invalid or exercises unenforceable in whole or in part; (e) to the knowledge of Seller, no person is engaging in any activity that infringes upon the Owned Intellectual Property; (f) each license governing the use of the Licensed Intellectual Property is valid and enforceable, is binding (except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability affecting or relating to the rights of creditors or by general principles of equity) on the Company or any Subsidiary and, to the knowledge of Seller, all other parties to such license, and is in full force and effect; (g) neither the Company nor any Subsidiary is, and, to the knowledge of Seller, no other party to any license of the Licensed Intellectual Property is in breach thereof or default thereunder; and (h) neither the execution of this Agreement nor the consummation of the transactions contemplated hereby shall adversely affect the Company or any Subsidiary's rights with respect to any the Owned Intellectual Property or Technology. (d) Except as specifically set forth on SCHEDULE 3.11(d), the Company has not received (nor does the Company have any knowledge of) any notice, claim or allegation from any other party challenging the right of the Company to use, possess, transfer, convey or otherwise dispose of any Intellectual Property or Technology, and there is no interference, opposition, cancellation, reexamination or other contest proceeding, action, claim, dispute or claim of infringement, misappropriation or other violation of any intellectual property or other proprietary rights of any other party. The Company's use of the Intellectual Property and Technology has not and does not violate or infringe upon the rights of any other party or constitute a breach of any agreement, obligation, promise or commitment by which the Company may be bound or constitute a violation of any laws, regulations, ordinances, codes or statutes in any jurisdiction, except for any such violation, infringement or breach that would not have a Company Material Adverse Effect. (e) Except as set forth on SCHEDULE 3.11(e) and for user licenses granted in the ordinary course of business, no licenses or other rights have been granted and the Company does not have any obligation to grant licenses with respect to any Intellectual Property or Technology; no claims have been made by or against the Company of any violation or infringement by others of any rights with respect to any Intellectual Property or Technology; and the Company is not aware of any such claim which the Company may have the right or a reasonable basis to make or assert. (f) The Intellectual Property and Technology includes all rights and interests necessary to conduct the business of the Company as it is currently conducted and as proposed to be conducted, and such rights and interests will not be adversely affected in any way by the execution and delivery of this Agreement by the Company, the Closing or the consummation of any of the transactions contemplated hereby. (g) All statements and representations made by the Company in any pending Intellectual Property applications, filings and registrations were true in all material respects as of the time they were made. (h) All documentation, specifications, designs and other informational materials which describe the operation, functions and technical characteristics applicable to the Intellectual Property and Technology are true and complete in all material respects and faithfully and accurately reflect the Intellectual Property and Technology to which same relate. (i) The Company has taken all actions reasonably necessary to ensure that (I) there are no protections, encryption, security or lock-out devices, whether triggered by the passage of time, the use or operation of the Intellectual Property and Technology, remotely or otherwise which might in any way interrupt, discontinue or otherwise adversely affect the Intellectual Property and Technology or Purchaser's use thereof; and (II) there are no so-called computer viruses, worms, trap or back doors, Trojan horses or any other instructions, codes, programs, data or materials which could improperly, wrongfully and/or without the authorization of Purchaser, interfere with the operation or use of the Intellectual Property and Technology. (j) For purposes of this Agreement, "Licensed Intellectual Property" shall mean all intellectual property rights, common law, statutory or otherwise, domestic and foreign, including, without limitation, patents (including all reissues, divisions, continuations and extensions), service marks, trademarks, tradenames, brand, product and service names, and all logos and distinctive identifications of the Company, its products and services, copyrights, all applications for any and all of the foregoing, licenses and other contractual rights and other such property and intangible rights owned, used or held for use by the Company, together with the goodwill of the business of the Company in connection with all of the foregoing.