Common use of Owned Intellectual Property Clause in Contracts

Owned Intellectual Property. (A) Other than the Licensed Technology and custom software developed by the Vendor’s Group and owned by the customers of the Vendor Group set out in Section (t)(i)(A) of the Disclosure Letter (“Custom Work”), the Vendor Group owns all right, title and interest in and to the Software and the Intellectual Property created, developed, or acquired by or for the Vendor Group that is necessary for operation of the Purchased Business as presently conducted by the Vendor Group. For certainty, (i) there is no Custom Work included in the Software or Intellectual Property licensed by the Vendor Group to any customer other than the applicable customer for whom such Custom Work was developed; and (ii) none of the Custom Work is necessary for the operation of the Purchased Business as presently conducted by the Vendor Group other than in respect of servicing the applicable customer for whom each Custom Work was developed. (B) All applications, registrations, filings, renewals, and payments necessary to preserve the rights of the Vendor Group in and to the Software and the Intellectual Property have been duly filed, made, prosecuted, maintained, are in good standing and are recorded in the name of the Vendor Group. (C) Other than the Licensed Technology, the Vendor Group is the sole and exclusive owner of, with all right, title and interest in and to (free and clear of any Liens, other than Permitted Liens) the Software and the Intellectual Property, and, save and except for any rights conferred by the Vendor Group upon its licensees pursuant to applicable Contracts, the Vendor Group has sole and exclusive rights (and is not contractually obligated to pay any compensation, royalty or fee to any third party in respect thereof, other than with respect to the Licensed Technology) to the use thereof or the material covered thereby in connection with the Purchased Business in respect of which the Software and the Intellectual Property is being used. (D) The Intellectual Property is in full force and effect and has not been used or enforced, or failed to be used or enforced, in a manner that would be reasonably likely to result in its abandonment, opposition, re-examination, rejection, impeachment, cancellation, termination, lapsing, limitation, expungement or unenforceability. (E) The Vendor Group has not transferred ownership of the Software or the Intellectual Property to any other Person other than the Custom Work. For certainty, in transferring ownership rights to each Custom Work to the applicable customer for whom it was developed, the Vendor Group has not transferred any ownership rights to the Software or Intellectual Property that is granted or otherwise licensed by the Vendor Group to any other customer of the Purchased Business. There is no and has not been any unauthorized use, disclosure, infringement, or misappropriation of any of the Software or the Intellectual Property by any Person, former employee or other third party, nor has any Person, to the Knowledge of the Vendor Group, breached any Contract relating to the Software or the Intellectual Property. (F) The Vendor Group is not in breach of any material term of any license, sublicense or other agreement relating to the Intellectual Property. Neither the execution, delivery or performance of this Agreement or any other Transaction Document nor the consummation of the transactions contemplated hereby or thereby will contravene, conflict with, or result in any limitation on the Vendor Group’s right to own, transfer (or licence, as applicable) or use any of Software or the Intellectual Property.

Owned Intellectual Property. (A) Other than the Licensed Technology Technology, and custom software developed by except as set forth in Section 3.1(i) of Schedule D, the Vendor’s Group owns and owned by the customers has exclusive and good title to all of the Vendor Group set out in Section intellectual property (t)(i)(Awhich for purposes of this clause (i) of the Disclosure Letter and subsections 3.1(l) and (“Custom Work”), the Vendor Group owns all right, title and interest in and to p) includes the Software and the Intellectual Property created, developed, or acquired by or for the Vendor Group related training materials) that is necessary for operation of used or has been used in the Purchased Business as presently conducted past five years prior to the Closing Date by the Vendor GroupGroup in the Business. For certaintySchedule C sets forth a full, (i) there is no Custom Work complete and true list of all patents, trade-marks, registered copyrights, trade names and service marks, and any applications therefor included in the Software or Intellectual Property, and specifies the jurisdictions in which such Intellectual Property licensed has been issued or registered or in which an application for such issuance and registration has been filed, including the respective registration or application numbers and the names of all registered owners, together with a list of all of the Group's currently marketed software products and an indication as to which, if any, of such software products have been registered for copyright protection with the United States, Canada or other relevant copyright office and any foreign offices and by the Vendor Group to any customer other than the applicable customer for whom such Custom Work was developed; and (ii) none of the Custom Work is necessary for the operation of the Purchased Business as presently conducted by the Vendor Group other than in respect of servicing the applicable customer for whom each Custom Work was developed. (B) All applications, registrations, filings, renewals, and payments necessary to preserve the rights of the Vendor Group in and to the Software and the Intellectual Property items have been duly filed, made, prosecuted, maintained, are in good standing and are recorded in the name of the Vendor Group. (C) registered. Other than the Licensed Technology, the Vendor Group is the sole and exclusive owner of, with owns all right, title and interest in and to (free and clear of any Liens, other than Permitted Liens) the Software and the Intellectual Property, and, save and has the right (and except for any rights conferred by the Vendor Group upon its licensees pursuant to applicable Contractsas set forth in Section 3.1(i) of Schedule D, the Vendor Group has sole and exclusive rights (and is not contractually obligated to pay any compensation, royalty or fee to any third party in respect thereof, other than with respect to the Licensed Technology) to the use thereof or the material covered thereby in connection with the Purchased Business services or products in respect of which the Software and the Intellectual Property is being used. (D) . Group has taken commercially reasonable measures to protect its Intellectual Property. The Intellectual Property is in full force and effect and has not been used or enforced, or failed to be used or enforced, in a manner that would be reasonably likely to result in its abandonment, opposition, re-examination, rejection, impeachment, cancellation, termination, lapsing, limitation, expungement cancellation or unenforceability. (E) . To the extent any of the Intellectual Property has been registered, such registration is active and not subject to any claim, dispute or other controversy. The Vendor Intellectual Property, together with the Licensed Technology, collectively constitutes all of the intellectual property necessary to enable the Group to distribute the current products offered by the Group in the Business. The Group has not transferred ownership of the Software or the Intellectual Property to any other Person other than person. To the Custom Work. For certaintyGroup’s knowledge, in transferring ownership rights to each Custom Work to the applicable customer for whom it was developed, the Vendor Group has not transferred any ownership rights to the Software or Intellectual Property that is granted or otherwise licensed by the Vendor Group to any other customer of the Purchased Business. There there is no and has not been any unauthorized use, disclosure, infringement, infringement or misappropriation of any of the Software or the Intellectual Property by any Personperson, former employee or other third party, nor . The Group has any Person, to the Knowledge not brought a proceeding alleging infringement of the Vendor Group, breached any Contract relating to the Software Intellectual Property or the Intellectual Property. (F) The Vendor Group is not in breach of any material term of any license, sublicense license or other agreement relating to involving the Intellectual Property. Neither the execution, delivery or performance of this Agreement or Property against any other Transaction Document nor the consummation of the transactions contemplated hereby or thereby will contravene, conflict with, or result in any limitation on the Vendor Group’s right to own, transfer (or licence, as applicable) or use any of Software or the Intellectual Property.third party

Owned Intellectual Property. (A) Other than the Licensed Technology and custom software developed by the Vendor’s Group and owned by the customers of the Vendor Group set out in Section (t)(i)(A2.3(n) of the Disclosure Letter Schedule sets forth a list of Intellectual Property owned by the Company. With respect to each of such item of Intellectual Property, to the knowledge of Seller: (“Custom Work”)i) the Company is the sole and exclusive owner and has the sole and exclusive right to use the item in the conduct of the Business; (ii) no proceedings have been instituted, are pending or are threatened which challenge the Vendor Group owns all validity, enforceability, use or ownership thereof; (iii) the item (A) does not infringe upon or otherwise violate the rights of others, (B) is not being infringed upon by others, (C) is not subject to any outstanding order, decree, judgment, stipulation or charge; (iv) no license, sublicense or agreement pertaining to the item has been granted by the Company; (v) the Company has not received any charge of interference or infringement with respect to the item; (vi) the Company has not agreed to indemnify any Person for or against any infringement with respect to the item; (vii) there is no invention or application therefor or similar property which infringes upon the item; (viii) the transactions contemplated by this Agreement will have no adverse effect on the Company's right, title and interest in the item; (ix) the Company has taken all steps necessary to protect the rights set forth in Section 2.3(n) of the Disclosure Schedule and will continue to maintain those rights prior to the Software and Closing so as not to adversely affect the Intellectual Property created, developed, validity or acquired by or for the Vendor Group that is necessary for operation enforcement of the Purchased Business as presently conducted by the Vendor Group. For certainty, (i) there is no Custom Work included in the Software or Intellectual Property licensed by the Vendor Group to any customer other than the applicable customer for whom such Custom Work was developedrights; and (ii) none of the Custom Work is necessary for the operation of the Purchased Business as presently conducted by the Vendor Group other than in respect of servicing the applicable customer for whom each Custom Work was developed.and (B) All applications, registrations, filings, renewals, and payments necessary to preserve the rights of the Vendor Group in and to the Software and the Intellectual Property have been duly filed, made, prosecuted, maintained, are in good standing and are recorded in the name of the Vendor Group. (C) Other than the Licensed Technology, the Vendor Group is the sole and exclusive owner of, with all right, title and interest in and to (free and clear of any Liens, other than Permitted Liensx) the Software Company has supplied Buyer with true and the Intellectual Property, and, save and except for any rights conferred by the Vendor Group upon complete copies of all written documentation evidencing its licensees pursuant to applicable Contracts, the Vendor Group has sole and exclusive rights (and is not contractually obligated to pay any compensation, royalty or fee to any third party in respect thereof, other than with respect to the Licensed Technology) to the use thereof or the material covered thereby in connection with the Purchased Business in respect of which the Software and the Intellectual Property is being used. (D) The Intellectual Property is in full force and effect and has not been used or enforced, or failed to be used or enforced, in a manner that would be reasonably likely to result in its abandonment, opposition, re-examination, rejection, impeachment, cancellation, termination, lapsing, limitation, expungement or unenforceability. (E) The Vendor Group has not transferred ownership of the Software or item and of all licenses and other contracts related thereto. To the Intellectual Property to any other Person other than the Custom Work. For certainty, in transferring ownership rights to each Custom Work to the applicable customer for whom it was developed, the Vendor Group has not transferred any ownership rights to the Software or Intellectual Property that is granted or otherwise licensed by the Vendor Group to any other customer of the Purchased Business. There is no and has not been any unauthorized use, disclosure, infringement, or misappropriation of any of the Software or the Intellectual Property by any Person, former employee or other third party, nor has any Person, to the best Knowledge of the Vendor GroupCompany and the Seller, breached there are no inventions, new products or methods of manufacturing or processing developed by any Contract relating to competitors or others which are expected by the Software Company or the Intellectual Property. (F) The Vendor Group is not in breach of any material term of any license, sublicense Seller to supersede or other agreement relating to make obsolete the Intellectual Property. Neither the execution, delivery products or performance of this Agreement or any other Transaction Document nor the consummation processes of the transactions contemplated hereby or thereby will contravene, conflict with, or result in any limitation on Company within 18 months of the Vendor Group’s right to own, transfer (or licence, as applicable) or use any of Software or the Intellectual Propertydate hereof.

Owned Intellectual Property. (A) Other than the Licensed Technology and custom software developed by the Vendor’s Group and owned by the customers of the Vendor Group set out in Section (t)(i)(A) of the Disclosure Letter (“Custom Work”)Intellectual Property, the Vendor Group Company owns all right, title and interest in and to the Software and the Intellectual Property created, developed, developed or acquired by or for the Vendor Group Company or that is necessary for operation of otherwise used in connection with the Purchased Business as presently conducted by (collectively, the Vendor Group. For certainty, (i) there is no Custom Work included in the Software or “Owned Intellectual Property licensed by the Vendor Group to any customer other than the applicable customer for whom such Custom Work was developed; and (ii) none of the Custom Work is necessary for the operation of the Purchased Business as presently conducted by the Vendor Group other than in respect of servicing the applicable customer for whom each Custom Work was developedProperty”). (B) All applications, registrations, filings, renewals, renewals and payments necessary to preserve the rights of the Vendor Group Company in and to the Software and the Owned Intellectual Property have been duly filed, made, prosecuted, maintained, are in good standing and are recorded in the name of the Vendor GroupCompany. (C) Other than the Licensed Technology, the Vendor Group Company is the sole and exclusive owner of, with all right, title and interest in and to (free and clear of any Liens, other than Permitted LiensEncumbrances) the Software and the Owned Intellectual Property, and, save and except for any rights conferred by the Vendor Group Company upon its licensees pursuant to applicable Business Contracts, the Vendor Group Company has sole and exclusive rights (and is not contractually obligated to pay any compensation, royalty or fee to any third party in respect thereof, other than with respect to the Licensed Technology) to the use thereof or the material covered thereby in connection with the Purchased Business services or products in respect of which the Software and the Owned Intellectual Property is being used. (D) The Owned Intellectual Property is in full force and effect and has not been used or enforced, or failed to be used or enforced, in a manner that would be reasonably likely to result in its abandonment, opposition, re-examination, rejection, impeachment, cancellation, termination, lapsing, limitation, expungement or unenforceability. (E) The Vendor Group has not transferred ownership To the Knowledge of the Software or the Intellectual Property to any other Person other than the Custom Work. For certaintySeller, in transferring ownership rights to each Custom Work to the applicable customer for whom it was developed, the Vendor Group has not transferred any ownership rights to the Software or Intellectual Property that is granted or otherwise licensed by the Vendor Group to any other customer of the Purchased Business. There is no and there has not been any unauthorized use, disclosure, infringement, infringement or misappropriation of any of the Software or the Owned Intellectual Property by any Person, former employee or other third party, Person nor has any Person, to the Knowledge of the Vendor Group, Person breached any Business Contract relating to the Software or the Owned Intellectual Property. (F) The Vendor Group Company is not in breach of any material term of any license, sublicense or other agreement Contract relating to the Owned Intellectual Property. Neither the execution, delivery execution or performance of this Agreement or any other Transaction Document ancillary agreement contemplated in this Agreement nor the consummation of the transactions contemplated hereby or thereby will contravene, conflict with, or result in any limitation on the Vendor GroupCompany’s right to own, transfer (or licence, as applicable) own or use any of Software or the Owned Intellectual Property.