Common use of Outbound Licenses Clause in Contracts

Outbound Licenses. Part 2.10(d) of the Disclosure Schedule completely and accurately identifies each Contract (other than Contracts between any Acquired Entity and its customer in the relevant Acquired Entity’s standard form that has been made available to Parent as required under Section 2.10(f) and that does not materially deviate from that standard form (“Excluded Outbound Licenses”) pursuant to which any Person has been granted any license under or any access to (as part of service bureau, time-sharing, application service or similar arrangement or otherwise), or otherwise has received or acquired any right (whether or not currently exercisable and including a right to receive a license) or interest in, any Acquired Entity IP or any Acquired Entity Product. The Acquired Entities have the exclusive right to bring Legal Proceedings with respect to any infringement, misappropriation or other violation of the Acquired Entity IP. None of the Acquired Entities is bound by, and no Acquired Entity IP or Acquired Entity Product is subject to, any Contract containing any covenant or other provision that in any way limits or restricts the ability of any Acquired Entity to use, exploit, make available, assert or enforce any Acquired Entity IP or any Acquired Entity Product anywhere in the world. In each Acquired Entity IP Contract pursuant to which the counterparty to such Acquired Entity IP Contract has been permitted to provide, distribute, disclose, provide access to or transfer to any third party any Acquired Entity IP (including without limitation the confidential information of any Acquired Entity), the relevant Acquired Entity has required such counterparty to require such third party to protect and use such Acquired Entity IP in a manner at least as restrictive as the terms of such Acquired Entity IP Contract. No Acquired Entity is in default under or in violation or breach, in any material respect, of any Acquired Entity IP Contract, and, to the Company’s Knowledge, no event has occurred and no circumstance or condition exists that, with notice, the passage of time or both, could reasonably be expected to: (i) constitute a default under, or result in a violation or breach by any Acquired Entity of, any Acquired Entity IP Contract; or (ii) give any Person the right to declare a default or breach under any Acquired Entity IP Contract. None of the Acquired Entities has received any written, or to the Company’s Knowledge, any other, notice of a default, alleged failure to perform or any offset or counterclaim with respect to any Acquired Entity IP Contract.

Outbound Licenses. Part 2.10(d2.10(e) of the Disclosure Schedule completely and accurately identifies each Contract (other than Contracts between any Acquired Entity and its customer in the relevant Acquired Entity’s standard form that has been made available to Parent as required under Section 2.10(f2.10(g) and that does not materially deviate from that standard form (“Excluded Outbound Licenses”form) pursuant to which any Person has been granted any license under or any access to (as part of service bureau, time-sharing, application service or similar arrangement or otherwise), or otherwise has received or acquired any right (whether or not currently exercisable and including a right to receive a license) or interest in, any Acquired Entity Owned IP or any Acquired Entity Product. The Acquired Entities have the exclusive right to bring Legal Proceedings with respect to any infringement, misappropriation or other violation of the Acquired Entity Owned IP. None of the Acquired Entities is bound by, and no Acquired Entity Owned IP or Acquired Entity Product is subject to, any Contract containing any covenant or other provision that in any way limits or restricts the ability of any Acquired Entity to use, exploit, make available, assert or enforce any Acquired Entity Owned IP or any Acquired Entity Product anywhere in the world. In each Acquired Entity IP Contract pursuant to which the counterparty to such Acquired Entity IP Contract has been permitted to provide, distribute, disclose, provide access to or transfer to any third party any Acquired Entity IP (including without limitation the confidential information of any Acquired Entity), the relevant Acquired Entity has required such counterparty to require such third party to protect and use such Acquired Entity IP in a manner at least as restrictive as the terms of such Acquired Entity IP Contract. No Acquired Entity is in default under or in violation or breach, in any material respect, of any Acquired Entity IP Contract, and, to the Company’s Knowledge, Contract and no event has occurred and no circumstance or condition exists that, with notice, the passage of time or both, could would reasonably be expected to: (i) constitute a default under, or result in a violation or breach by any Acquired Entity of, any Acquired Entity IP Contract; or (ii) give any Person the right to declare a default or breach under any Acquired Entity IP Contract. None of the Acquired Entities has received any writtenwritten (or, or to the Knowledge of the Company’s Knowledge, any other, ) notice of a default, alleged failure to perform or any offset or counterclaim with respect to any Acquired Entity IP Contract.

Outbound Licenses. Part 2.10(d(i) Section 3.11(c)(i) of the Disclosure Schedule completely and accurately identifies each Contract (other than Contracts between any Acquired Entity and its customer in the relevant Acquired Entity’s standard form that has been made available to Parent as required under Section 2.10(f) and that does not materially deviate from that standard form (“Excluded Outbound Licenses”) pursuant to which any Person has been granted any license under under, in or any access to (as part of service bureau, time-sharing, application service or similar arrangement or otherwise)to, or otherwise has received or acquired any right right, title or interest (whether or not currently exercisable and including a right to receive a license) in, or interest inany embodiment of, any Acquired Entity Company IP or which otherwise limits or restricts the ability of any Acquired Entity Product. The Company to assert or enforce any Acquired Entities have the exclusive right to bring Legal Proceedings with respect to any infringementCompany IP, misappropriation or other violation of except, for listing purposes only, (A) standard Company Contracts, (B) all customer agreements on the Acquired Entity IPCompany’s form of customer agreement, which has not been modified in a material way, or (C) implied licenses in any non-disclosure agreements (collectively, including those falling within clauses (A) through (C) above, the “Outbound Licenses”). None of the (ii) No Acquired Entities Company is bound by, and no Acquired Entity Company IP or Acquired Entity Product is subject to, any Contract containing any covenant or other provision that in any way limits or restricts the ability of any Acquired Entity Company to assert, enforce, use, exploitdistribute, make available, assert sell or enforce otherwise exploit any Acquired Entity Company IP or any Acquired Entity Company Product anywhere in the world. In each (d) Acquired Entity IP Contract pursuant to which the counterparty to such Acquired Entity IP Contract has been permitted to provide, distribute, disclose, provide access to or transfer to any third party any Acquired Entity IP (including without limitation the confidential information of any Acquired Entity), the relevant Acquired Entity has required such counterparty to require such third party to protect and use such Acquired Entity IP in a manner at least as restrictive as the terms of such Acquired Entity Company IP Contract. No Acquired Entity Company is in material default under or in violation or breach, in any material respect, breach of any Acquired Entity Company IP Contract, and, to the Company’s Knowledge, no . No event has occurred occurred, and no circumstance or condition exists exists, that, with notice, the passage of time or both, will or could reasonably be expected to: (i) constitute a material default under, or result in a material violation or material breach by any Acquired Entity Company of, any provision of any Acquired Entity Company IP Contract; or (ii) give any Person the right to declare a material default or breach exercise any remedy under any Acquired Entity Company IP Contract. None of the Acquired Entities Companies has received any written, or to the Company’s Knowledge, any other, notice of a default, alleged failure to perform or any offset or counterclaim with respect to any Acquired Entity Company IP Contract.Contract that has not been fully remedied and withdrawn. (e) Standard Form Acquired Company IP Contracts. The Company has Made Available to Purchaser an accurate and complete copy of each standard form of Acquired Company IP Contract used by any Acquired Company at any time, including each standard form of: (i) end-user license agreement, subscription agreement, terms of use or service, support agreement, maintenance agreement, statement of work or other end-customer agreement (each, a “XXXX”); (ii) employee, consulting, development, or independent contractor agreement containing any assignment or license of Intellectual Property or any Intellectual Property Right or any confidentiality provision; and (iii) confidentiality or nondisclosure agreement (collectively, the “Standard Form Acquired Company IP Contracts”). Except as specified under Section 3.11(e) of the Disclosure Schedule, no Acquired Company has distributed or made available to any third party (except on a POC or evaluation basis) any Software that constitutes a Company

Outbound Licenses. Part 2.10(d2.10(e) of the Disclosure Schedule completely and accurately identifies identifies, as of the Agreement Date, each Contract other than: (other than i) Contracts between any Acquired Entity and its customer in the relevant Acquired Entity’s standard form that has been made available to Parent as required under Section 2.10(f) and that does not materially deviate from that standard form form; (ii) non-disclosure agreements that contain an implied (but not express) license to any Acquired Entity IP; (iii) agreements between an Acquired Entity and any of its employees that contain an implied (but not express) license to any Acquired Entity IP; and (iv) Contracts for Shrink-Wrap Code (the Contracts described in clauses (i) through (iv), collectively, the “Excluded Unscheduled Outbound Licenses”) pursuant to which any Person has been granted any license under or any access to (as part of service bureau, time-sharing, application service or similar arrangement or otherwise), or otherwise has received or acquired any right (whether or not currently exercisable and including a right to receive a license) or interest in, any Acquired Entity IP or any Acquired Entity ProductProduct (such Contracts, together with the Unscheduled Outbound Licenses, the “Outbound Licenses”). The Acquired Entities have the exclusive right to bring Legal Proceedings with respect to any infringement, misappropriation or other violation of the Acquired Entity IP. None of the Acquired Entities is bound by, and no Acquired Entity IP or Acquired Entity Product is subject to, any Contract containing any covenant or other provision that in any way materially limits or restricts the ability of any Acquired Entity to use, exploit, make available, assert or enforce any Acquired Entity IP or any Acquired Entity Product anywhere in the world. In each No Acquired Entity IP Contract pursuant authorizes or permits any counterparty thereto to which the counterparty to such Acquired Entity IP Contract has been permitted to provide, distribute, disclose, provide access to or transfer sub-license to any third party any Acquired Entity IP (including without limitation the confidential information of any Acquired Entity), the relevant Acquired Entity has required such counterparty to require such third party to protect and use such Acquired Entity IP in a manner at least as restrictive as the terms of such Acquired Entity IP Contract. No Acquired Entity is in default under or in violation or breach, in any material respect, of any Acquired Entity IP Contract, and, to the Company’s Knowledge, no event has occurred and no circumstance or condition exists that, with notice, the passage of time or both, could reasonably be expected to: (i) constitute a default under, or result in a violation or breach by any Acquired Entity of, any Acquired Entity IP Contract; or (ii) give any Person the right to declare a default or breach under any Acquired Entity IP Contract. None of the Acquired Entities has received any written, or to the Company’s Knowledge, any other, notice of a default, alleged failure to perform or any offset or counterclaim with respect to any Acquired Entity IP ContractIP.