Common use of Major Contracts Clause in Contracts

Major Contracts. Except as set forth in SCHEDULE 3.15, Compass is not a party to or subject to: (a) Any union contract or any employment or consulting contract or arrangement other than stock option or stock purchase agreements or proprietary information agreements, written or oral with any director, officer or affiliate; (b) Any original equipment manufacturer agreement, distribution agreement, volume or quantity purchase agreement or other similar agreement (each a "Distribution Agreement"), or joint marketing, joint development or joint venture contract or arrangement or any other agreement that has involved or is expected to involve a sharing of profits with other persons or provides for payments of more than $75,000 per annum; (c) Any lease for real or personal property involving payments of more than $75,000 per annum; (d) Any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, leasehold obligations or otherwise; (e) Any license agreement over $100,000, either as licensor or licensee other than standard end-user licensing agreements entered into in the ordinary course of business; (f) Any contract containing covenants purporting to limit the freedom of Compass directly or indirectly to distribute or otherwise compete in any line of business in any geographic area or with any third party; (g) Any agreement of indemnification, except indemnification provided in the ordinary course of business for officers and directors pursuant to applicable corporate law; (h) Any agreement, contract or commitment relating to capital expenditures involving payments of more than $75,000 per annum; (i) Any agreement, contract or commitment relating to the disposition or acquisition by Compass of any assets (other than Inventory) or any Compass Intellectual Property Rights (as defined in Section 3.17 below), other than nonexclusive object code end-user license grants in the ordinary course of business; (j) Any agreement providing for minimum payment or resale obligations, ongoing support or research and development obligations, or warranty obligations on the part of Compass, except arrangements entered into in the ordinary course of business; (k) Any agreement for the provision of products or securities to any Governmental Entity, except customer agreements entered into in the ordinary course of business; (l) Any agreement requiring a commitment of Compass resources or personnel to market, distribute or license products or technology, whether on a best-efforts basis or otherwise; (m) Any other agreement, contract, letter of intent, memorandum of understanding or commitment that is material to Compass and that provides for payments of more than $75,000 per year; (n) Service contracts in excess of $100,000 for products and contracts relating to material amounts of deferred revenues; or (o) Any sole or limited source supplier agreements (written or oral). Except as set forth on SCHEDULE 3.15, each agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license and commitment to which Compass is a party or by which it is bound as set forth in SCHEDULE 3.15 (or required to be set forth in SCHEDULE 3.15) (i) is valid and binding on Compass, (ii) is in full force and effect and (iii) has not been breached by Compass or, to the best of Compass' knowledge, any other party thereto in a manner that is material and adverse to the Business Condition of Compass. To the best of Compass' knowledge, no party to any such contract, agreement or instrument intends to cancel, withdraw, modify or amend such contract, agreement or arrangement. Compass is not aware of any facts from which it should reasonably conclude that it will not be able to perform in all material respects the obligations required to be performed by it subsequent to the date hereof under each such agreement, which non-performance would reasonably be expected to result in a material and adverse change to the Business Condition of Compass.

Major Contracts. Except as set forth in SCHEDULE 3.15, Compass Neither Diamond nor any Subsidiary is not a party to or --------------- subject to: (a) Any union contract contract, or any employment or consulting contract or arrangement (other than stock option or stock purchase agreements or proprietary information agreements"at-will" employment arrangements) providing for future compensation, written or oral oral, with any officer, consultant, director, officer or affiliateemployee; (b) Any original equipment manufacturer agreementplan or contract or arrangement, distribution agreementwritten or oral, volume providing for bonuses, pensions, deferred compensation, retirement payments, profit- sharing or quantity purchase agreement or other similar agreement the like; (each a "Distribution Agreement"), or joint marketing, joint development or c) Any joint venture contract or arrangement or any other agreement that which has involved or is expected to involve a sharing of profits with other persons or provides for payments of more than $75,000 per annum; (c) Any lease for real or personal property involving payments of more than $75,000 per annumprofits; (d) Any agreement, license, franchise, permit, indenture, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and all other agreements contemplated hereby, the consummation of the Merger, or the consummation of the transactions contemplated hereby or thereby; (e) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, leasehold obligations or otherwise; (e) Any license agreement over $100,000, either as licensor or licensee other than standard end-user licensing agreements entered into otherwise which individually is in the ordinary course amount of business$35,000 or more; (f) Any contract or agreement containing covenants purporting to limit the Diamond's or any Subsidiary's freedom of Compass directly or indirectly to distribute or otherwise compete in any line of business in any geographic area or with any third party;area; or (g) Any agreement contract or agreement, not elsewhere specifically disclosed pursuant to this Agreement, involving the payment or receipt by Diamond or any Subsidiary of indemnificationmore than $35,000 in the aggregate. All contracts, except indemnification provided arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the Diamond Disclosure Schedule pursuant to this Section 3.14 are valid and in full force and effect and neither Diamond nor any Subsidiary has, nor, to the knowledge of Diamond and its Subsidiaries, has any other party thereto, breached any material provisions of, or entered into default in any material respect under the terms thereof. Since September 30, 2000, neither Diamond nor any Subsidiary has amended, modified or terminated the terms of the contracts or agreements referred to in this Section 3.14 unless such amendment, modification or termination was in the ordinary course of business for officers and directors pursuant to applicable corporate law; (h) Any agreement, contract or commitment relating to capital expenditures involving payments Diamond has provided Parent with written notification of more than $75,000 per annum; (i) Any agreement, contract or commitment relating to the disposition or acquisition by Compass of any assets (other than Inventory) or any Compass Intellectual Property Rights (as defined in Section 3.17 below), other than nonexclusive object code end-user license grants in the ordinary course of business; (j) Any agreement providing for minimum payment or resale obligations, ongoing support or research and development obligations, or warranty obligations on the part of Compass, except arrangements entered into in the ordinary course of business; (k) Any agreement for the provision of products or securities to any Governmental Entity, except customer agreements entered into in the ordinary course of business; (l) Any agreement requiring a commitment of Compass resources or personnel to market, distribute or license products or technology, whether on a best-efforts basis or otherwise; (m) Any other agreement, contract, letter of intent, memorandum of understanding or commitment that is material to Compass and that provides for payments of more than $75,000 per year; (n) Service contracts in excess of $100,000 for products and contracts relating to material amounts of deferred revenues; or (o) Any sole or limited source supplier agreements (written or oral). Except as set forth on SCHEDULE 3.15, each agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license and commitment to which Compass is a party or by which it is bound as set forth in SCHEDULE 3.15 (or required to be set forth in SCHEDULE 3.15) (i) is valid and binding on Compass, (ii) is in full force and effect and (iii) has not been breached by Compass or, to the best of Compass' knowledge, any other party thereto in a manner that is material and adverse to the Business Condition of Compass. To the best of Compass' knowledge, no party to any such contract, agreement or instrument intends to cancel, withdraw, modify or amend such contract, agreement or arrangement. Compass is not aware of any facts from which it should reasonably conclude that it will not be able to perform in all material respects the obligations required to be performed by it subsequent to the date hereof under each such agreement, which non-performance would reasonably be expected to result in a material and adverse change to the Business Condition of Compasssuch.

Major Contracts. Except as set forth in SCHEDULE 3.15the NewLogic Disclosure Schedule, Compass NewLogic is not a party to or subject to: (a) Any union contract or any employment or consulting contract or arrangement arrangement, written or oral, with any director, officer or affiliate, other than indemnification agreements, stock option or stock purchase agreements or proprietary information agreements, written or oral with any director, officer or affiliate; (b) Any original equipment manufacturer OEM agreement, distribution agreement, volume or quantity purchase agreement or other similar agreement (each a "Distribution Agreement")agreement, or joint marketing, joint development or joint venture contract or arrangement or any other agreement that which has involved or is expected to involve a sharing of profits with other persons or provides for payments of more than $75,000 25,000 per annum; (c) Any lease for real or personal property involving payments of more than $75,000 10,000 per annum, or any lease for real property; (d) Any Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, leasehold obligations or otherwise; (e) Any license agreement over $100,000agreement, either as licensor or licensee other than standard end-user licensing license agreements entered into in the ordinary course of business; (f) Any contract containing covenants purporting to materially limit the freedom of Compass directly or indirectly NewLogic to distribute or otherwise compete in any line of business in any geographic area or with any third partyarea; (g) Any agreement of indemnification, except indemnification provided in the ordinary course of business or for officers and directors pursuant to applicable corporate state law; (h) Any agreement, contract or commitment relating to capital expenditures involving payments in excess of more than $75,000 per annum25,000; (i) Any agreement, contract or commitment relating to the disposition or acquisition by Compass NewLogic of any assets (other than Inventory) in excess of $25,000 or any Compass NewLogic Intellectual Property Rights (as defined in Section 3.17 belowherein), other than nonexclusive object code end-user license grants in the ordinary course of business; (j) Any agreement providing for minimum payment or resale obligations, ongoing support or research and development obligations, or warranty obligations on the part of CompassNewLogic, except arrangements entered into in the ordinary course of businessbusiness or arrangements involving payments of less than $25,000 per annum; (k) Any agreement for the provision of products or securities services to any Governmental Entity, except customer agreements entered into in the ordinary course of businessbusiness or arrangements involving payments of less than $25,000 per annum; (l) Any agreement requiring a commitment of Compass NewLogic resources or personnel to market, distribute or license third-party products or technology, whether on a best-efforts basis or otherwise;otherwise or arrangements involving payments of less than $25,000 per annum; or (m) Any other agreement, contract, letter of intent, memorandum of understanding or commitment that which is material to Compass and that provides for payments of more than $75,000 per year; (n) Service contracts in excess of $100,000 for products and contracts relating to NewLogic. Each material amounts of deferred revenues; or (o) Any sole or limited source supplier agreements (written or oral). Except as set forth on SCHEDULE 3.15, each agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license and commitment to which Compass NewLogic is a party or by which it is bound as set forth in SCHEDULE 3.15 (or required to be set forth in SCHEDULE 3.15) (i) is valid and binding on CompassNewLogic in all material respects, (ii) to the knowledge of NewLogic is in full force and effect and effect, (iii) has not been materially breached by Compass NewLogic or, to the best knowledge of Compass' knowledgeNewLogic, any other party thereto in a manner thereto, and (iv) contains no material liquidated damages, penalty or similar provision. NewLogic has not been notified that is material and adverse to the Business Condition of Compass. To the best of Compass' knowledge, no any party to any such contract, agreement or instrument intends to cancel, withdraw, modify or amend in any material respect such contract, agreement or arrangementinstrument. Compass NewLogic has performed all obligations required to be performed by it on or prior to the date hereof under each contract, obligation, commitment, agreement, undertaking, arrangement or lease referred to in this Agreement or any exhibit hereto, and is not actually aware of any facts from which it should reasonably conclude that it will not be able to perform in all material respects the obligations required to be performed by it subsequent to the date hereof under each such agreement, which non-performance other than failures to perform that would reasonably be expected to result in not have a material and adverse change to effect on the Business Condition of CompassNewLogic.

Major Contracts. Except as set forth in SCHEDULE 3.15, Compass the Company is not a party to or subject to: (a) Any union contract or any employment or consulting contract or arrangement other than stock option or stock purchase agreements or proprietary information and invention assignment agreements, written or oral oral, with any director, officer or affiliate; (b) Any original equipment manufacturer agreement, distribution agreement, volume or quantity purchase agreement or other similar agreement (each a "Distribution Agreement")agreement, or joint marketing, joint development or joint venture contract or arrangement or any other agreement that which has involved or is expected to involve a sharing of profits with other persons or provides for payments of more than $75,000 100,000 per annum; (c) Any lease for real or personal property involving resulting in aggregate payments of more than in any one year exceeding $75,000 per annum10,000; (d) Any outstanding instrument evidencing or related in any way to outstanding indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, leasehold obligations or otherwise; (e) Any license agreement over $100,000agreement, either as licensor or licensee other than standard end-user licensing agreements entered into licensee, resulting in the ordinary course of businessaggregate payments exceeding $10,000; (f) Any material contract containing covenants purporting to limit the freedom of Compass directly or indirectly the Company to distribute or otherwise compete in any line of business in any geographic area or with use any third partyof the Company's assets or properties; (g) Any agreement of indemnification, except indemnification provided in the ordinary course of business for officers and directors pursuant to applicable corporate state law; (h) Any agreement, contract or commitment relating to capital expenditures involving payments in excess of more than $75,000 per annum10,000 individually and $50,000 in the aggregate; (i) Any agreement, contract or commitment relating to the disposition or acquisition by Compass the Company of (i) any assets in excess of $50,000 individually and $125,000 in the aggregate (other than Inventory) or (ii) any Compass Company Intellectual Property Rights (as defined in Section 3.17 SECTION 3.19 below), other than nonexclusive object code end-user license grants in the ordinary course of business; (j) Any agreement providing for minimum payment or resale obligations, ongoing support or research and development obligations, or warranty obligations on the part of Compassthe Company, except arrangements for standard warranties entered into in the ordinary course of business; (k) Any agreement for the provision of products or securities to any Governmental Entity, except customer agreements entered into in the ordinary course of business; (l) Any agreement requiring a commitment of Compass the Company resources or personnel to market, distribute or license products or technology, whether on a best-efforts basis or otherwise; (m) Any other agreement, contract, letter of intent, memorandum of understanding or commitment that which is material to Compass and that provides for payments of more than $75,000 per yearthe Company Business Condition; (n) Service Any service contracts in excess of $100,000 for products, products under contracts, and contracts relating to deferred revenues that are material amounts of deferred revenuesto the Company Business Condition; or (o) Any sole or limited source supplier agreements (written or oral). The Company has delivered complete and accurate copies of each contract listed on SCHEDULE 3.15 to the Parent. Except as set forth listed on SCHEDULE 3.15, each agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license and commitment to which Compass the Company is a party or by which it is bound as set forth in SCHEDULE 3.15 (or required to be set forth in SCHEDULE 3.15) (i) is valid and binding on Compassthe Company (as applicable), (ii) is in full force and effect and is enforceable in accordance with its terms (subject to laws of general application relating to bankruptcy, insolvency and relief of debtor and rules governing the amount of equitable remedies) and, (iii) no material provision thereof has not been breached by Compass the Company (except to the extent already cured) or, to the best of Compass' knowledgeCompany's knowledge after due inquiry, any other party thereto in a manner that is material and adverse to the Business Condition of Compassthereto. To the best of Compass' knowledge, no No party to any such contract, agreement or instrument intends to cancel, withdraw, modify or amend such contract, agreement or arrangement. Compass The Company has performed all obligations required to be performed by it under each contract, obligation, commitment, agreement, undertaking, arrangement or lease referred to in SCHEDULE 3.15, and it is not in default, breach or violation thereunder, or under any other agreements, and is not aware of any facts from which it should reasonably conclude that it will not be able to perform in all material respects the obligations required to be performed by it subsequent to the date hereof under each such agreement, which non-performance would agreement except to the extent that the same could not reasonably be expected to result in have a material and adverse change to the Business Condition of CompassMaterial Adverse Effect.

Major Contracts. Except as set forth for the contracts described in SCHEDULE 3.15Section 2.16 of the Company Disclosure Schedule (collectively, Compass the "Contracts"), the Company is not a party to or subject to: (a) Any union contract or any employment or consulting contract or arrangement other than stock option or stock purchase agreements or proprietary information agreements, written or oral oral, with any director, officer or affiliate; (b) Any original equipment manufacturer OEM agreement, distribution agreement, volume or quantity purchase agreement, customer consulting agreement or other similar agreement (each a "Distribution Agreement")agreement, or joint marketing, joint development or joint venture contract or arrangement or any other agreement that which has involved or is expected to involve a sharing of profits with other persons or provides for payments of more than $75,000 1,000 per annum; (c) Any lease for real distributor, sales, advertising, agency or personal property involving payments of more than $75,000 per annummanufacturer's representative contract; (d) Any lease for real or personal property; (e) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness Indebtedness incurred in the acquisition of companies or other entities or indebtedness Indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, leasehold obligations or otherwise; (ef) Any license agreement over $100,000agreement, either as licensor or licensee licensee, other than standard endoff-user licensing the-shelf license agreements entered into in the ordinary course of business; (fg) Any contract containing covenants purporting to limit the freedom of Compass directly or indirectly the Company to distribute or otherwise compete in any line of business in any geographic area or with any third partyarea; (gh) Any agreement of guarantee, support, indemnification, except indemnification provided in assumption or endorsement of, or any similar commitment with respect to, the ordinary course obligations, Liabilities (whether accrued, absolute, contingent or otherwise) or Indebtedness of business for officers and directors pursuant to applicable corporate law;any other Person. (hi) Any agreement, contract or commitment relating to capital expenditures in excess of $5,000; (j) Any continuing contract for the purchase of materials, supplies, equipment or services involving payments in the case of any such contact more than $75,000 per annum5,000 over the life of the contract; (ik) Any agreement, contract or commitment relating to the disposition or acquisition by Compass the Company of any assets (other than Inventory) in excess of $5,000 or any Compass Intellectual Property Rights (as defined in Section 3.17 below), other than nonexclusive object code end-user license grants in the ordinary course of business; (jl) Any agreement providing for minimum payment or resale obligations, ongoing support or research and development obligations, or warranty obligations on the part of Compassthe Company, except arrangements entered into in the ordinary course of business; (km) Any agreement for the provision of products or securities services to any Governmental Entity, except customer agreements entered into in the ordinary course of business; (ln) Any agreement requiring a commitment of Compass Company resources or personnel to market, distribute or license third-party products or technology, whether on a best-efforts basis or otherwise; (mo) Any contract that expires or may be renewed at the option of any Person other than the Company so as to expire more than one year after the date of this Agreement; (p) Any contract limiting the freedom of the Company to engage in any line of business or to compete with any other Person as that term is defined in the Exchange Act or any confidentiality, secrecy or non-disclosure contract; (q) Any contract with any person with whom the Company does not deal at arm's length; or (r) Any other agreement, contract, letter of intent, memorandum of understanding or commitment that which is material to Compass and that provides for payments of more than $75,000 per year; (n) Service contracts in excess of $100,000 for products and contracts relating to material amounts of deferred revenues; or (o) Any sole or limited source supplier agreements (written or oral)the Company. Except as set forth on SCHEDULE 3.15, each agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license and commitment Each Contract to which Compass the Company is a party or by which it is bound as set forth in SCHEDULE 3.15 (or required to be set forth in SCHEDULE 3.15) (i) is valid and binding on Compassthe Company and each other party thereto, (ii) is in full force and effect and effect, (iii) has not been breached by Compass or, to the best of Compass' knowledge, Company or any other party thereto in a manner thereto, and (iv) contains no liquidated damages, penalty or similar provision. The Company has not been notified that is material and adverse to the Business Condition of Compass. To the best of Compass' knowledge, no any party to any such contract, agreement or instrument Contract intends to cancel, withdraw, modify or amend such contractContract. The Company and each other party thereto has performed all obligations required to be performed by it on or prior to the date hereof under each Contract or undertaking referred to in this Agreement, agreement or arrangement. Compass and is not aware of any facts from which it should could reasonably conclude that it or any other party thereto will not be able to perform in all material respects the obligations required to be performed by it or such other party subsequent to the date hereof under each such agreement, which non-performance would reasonably be expected to result in a material and adverse change to the Business Condition of CompassContract or undertaking.

Major Contracts. Except as set forth in SCHEDULE 3.15, Compass FrontLine is not a party to or subject to: (a) Any union contract or any employment or consulting contract or arrangement other than stock option or stock purchase agreements or proprietary information agreements, written or oral oral, with any director, officer or affiliate; (b) Any original equipment manufacturer agreement, distribution agreement, volume or quantity purchase agreement or other similar agreement (each a "Distribution Agreement")agreement, or joint marketing, joint development or joint venture contract or arrangement or any other agreement that has involved or is expected to involve a sharing of profits with other persons or provides for payments of more than $75,000 10,000 per annum; (c) Any lease for real or personal property involving payments of more than $75,000 10,000 per annum; (d) Any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, leasehold obligations or otherwise; (e) Any material license agreement over $100,000agreement, either as licensor or licensee other than standard end-user licensing agreements entered into in the ordinary course of businesslicensee; (f) Any contract containing covenants purporting to limit the freedom of Compass directly or indirectly FrontLine to distribute or otherwise compete in any line of business in any geographic area or with any third partyarea; (g) Any agreement of indemnification, except indemnification provided in the ordinary course of business for officers and directors pursuant to applicable corporate law; (h) Any agreement, contract or commitment relating to capital expenditures involving payments of more than $75,000 25,000 per annum; (i) Any agreement, contract or commitment relating to the disposition or acquisition by Compass FrontLine of any assets (other than Inventory) or any Compass FrontLine Intellectual Property Rights (as defined in Section 3.17 below), other than nonexclusive object code end-end user license grants in the ordinary course of business; (j) Any agreement providing for minimum payment or resale obligations, ongoing support or research and development obligations, or warranty obligations on the part of CompassFrontLine, except arrangements entered into in the ordinary course of business; (k) Any agreement for the provision of products or securities to any Governmental Entity, except customer agreements entered into in the ordinary course of business; (l) Any agreement requiring a commitment of Compass FrontLine resources or personnel to market, distribute or license products or technology, whether on a best-efforts basis or otherwise, except customer agreements entered into in the ordinary course of business; (m) Any other agreement, contract, letter of intent, memorandum of understanding or commitment that is material to Compass and that provides for payments of more than $75,000 per yearFrontLine; (n) Service Material service contracts in excess of $100,000 for products and contracts relating to material amounts of deferred revenues; or (o) Any sole or limited source supplier agreements (written or oral). . (p) Except as set forth on SCHEDULE 3.15, each agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license and commitment to which Compass FrontLine is a party or by which it is bound as set forth in SCHEDULE 3.15 (or required to be set forth in SCHEDULE 3.15) (i) is valid and binding on CompassFrontLine, (ii) is in full force and effect and effect, (iii) has not been breached by Compass or, to the best of Compass' knowledge, FrontLine or any other party thereto in a manner that is material and adverse to the Business Condition of CompassFrontLine, and (iv) contains no liquidated damages, indemnification obligation, penalty or similar provision that, if triggered, would have a material and adverse effect upon the Business Condition of FrontLine. To the best of Compass' FrontLine's knowledge, no party to any such contract, agreement or instrument intends to cancel, withdraw, modify or amend such contract, agreement or arrangement. Compass FrontLine is not aware of any facts from which it should reasonably conclude that it will not be able to perform in all material respects the obligations required to be performed by it subsequent to the date hereof under each such agreement, which non-performance would reasonably be expected to result in a material and adverse change to the Business Condition of Compass.

Major Contracts. Except as set forth in SCHEDULE 3.15, Compass Neither Diamond nor any Subsidiary is not a party to or subject to: (a) Any union contract contract, or any employment or consulting contract or arrangement (other than stock option or stock purchase agreements or proprietary information agreements"at-will" employment arrangements) providing for future compensation, written or oral oral, with any officer, consultant, director, officer or affiliateemployee; (b) Any original equipment manufacturer agreementplan or contract or arrangement, distribution agreementwritten or oral, volume providing for bonuses, pensions, deferred compensation, retirement payments, profit-sharing or quantity purchase agreement or other similar agreement the like; (each a "Distribution Agreement"), or joint marketing, joint development or c) Any joint venture contract or arrangement or any other agreement that which has involved or is expected to involve a sharing of profits with other persons or provides for payments of more than $75,000 per annum; (c) Any lease for real or personal property involving payments of more than $75,000 per annumprofits; (d) Any agreement, license, franchise, permit, indenture, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and all other agreements contemplated hereby, the consummation of the Merger, or the consummation of the transactions contemplated hereby or thereby; (e) Except for trade indebtedness incurred in the ordinary course of business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, leasehold obligations or otherwise; (e) Any license agreement over $100,000, either as licensor or licensee other than standard end-user licensing agreements entered into otherwise which individually is in the ordinary course amount of business$35,000 or more; (f) Any contract or agreement containing covenants purporting to limit the Diamond's or any Subsidiary's freedom of Compass directly or indirectly to distribute or otherwise compete in any line of business in any geographic area or with any third party;area; or (g) Any agreement contract or agreement, not elsewhere specifically disclosed pursuant to this Agreement, involving the payment or receipt by Diamond or any Subsidiary of indemnificationmore than $35,000 in the aggregate. All contracts, except indemnification provided arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the Diamond Disclosure Schedule pursuant to this Section 3.14 are valid and in full force and effect and neither Diamond nor any Subsidiary has, nor, to the knowledge of Diamond and its Subsidiaries, has any other party thereto, breached any material provisions of, or entered into default in any material respect under the terms thereof. Since September 30, 2000, neither Diamond nor any Subsidiary has amended, modified or 22 terminated the terms of the contracts or agreements referred to in this Section 3.14 unless such amendment, modification or termination was in the ordinary course of business for officers and directors pursuant to applicable corporate law; (h) Any agreement, contract or commitment relating to capital expenditures involving payments Diamond has provided Parent with written notification of more than $75,000 per annum; (i) Any agreement, contract or commitment relating to the disposition or acquisition by Compass of any assets (other than Inventory) or any Compass Intellectual Property Rights (as defined in Section 3.17 below), other than nonexclusive object code end-user license grants in the ordinary course of business; (j) Any agreement providing for minimum payment or resale obligations, ongoing support or research and development obligations, or warranty obligations on the part of Compass, except arrangements entered into in the ordinary course of business; (k) Any agreement for the provision of products or securities to any Governmental Entity, except customer agreements entered into in the ordinary course of business; (l) Any agreement requiring a commitment of Compass resources or personnel to market, distribute or license products or technology, whether on a best-efforts basis or otherwise; (m) Any other agreement, contract, letter of intent, memorandum of understanding or commitment that is material to Compass and that provides for payments of more than $75,000 per year; (n) Service contracts in excess of $100,000 for products and contracts relating to material amounts of deferred revenues; or (o) Any sole or limited source supplier agreements (written or oral). Except as set forth on SCHEDULE 3.15, each agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license and commitment to which Compass is a party or by which it is bound as set forth in SCHEDULE 3.15 (or required to be set forth in SCHEDULE 3.15) (i) is valid and binding on Compass, (ii) is in full force and effect and (iii) has not been breached by Compass or, to the best of Compass' knowledge, any other party thereto in a manner that is material and adverse to the Business Condition of Compass. To the best of Compass' knowledge, no party to any such contract, agreement or instrument intends to cancel, withdraw, modify or amend such contract, agreement or arrangement. Compass is not aware of any facts from which it should reasonably conclude that it will not be able to perform in all material respects the obligations required to be performed by it subsequent to the date hereof under each such agreement, which non-performance would reasonably be expected to result in a material and adverse change to the Business Condition of Compasssuch.