Common use of Ownership Free and Clear Clause in Contracts

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the Company and each of the Subsidiaries exclusively own all right, title and interest to and in the Company IP free and clear of any Liens. Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental Entity; (ii) each Person who: (a) is or was an employee or independent contractor of the Company or any Subsidiary, and (b) is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, has signed a valid and enforceable agreement sufficient to irrevocably assign such Intellectual Property Rights to the Company or any of the Subsidiaries and containing confidentiality provisions protecting the Company IP or substantially in the Company’s Standard Form IP Contract for consultants or independent contractors, as the case may be; (iii) no Employee or former employer of any Employee has any claim, right or interest to or in any Company IP; (iv) to the Knowledge of the Company, no employee or independent contractor of the Company or any Subsidiary is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (v) to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Entity were used to develop or create any Company IP; (vi) each of the Company and the Subsidiaries has taken reasonable steps to maintain the confidentiality of all proprietary information held by such entity, or purported to be held by such entity, as a trade secret, including any confidential information or trade secrets provided to the Company or a Subsidiary under an obligation of confidentiality; (vii) neither the Company nor any Subsidiary has assigned or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conducted; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor to, any industry standards body that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP; (ix) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xii) each of the Company and the Subsidiaries owns or otherwise has, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity as currently conducted.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the The Company and each of the its Subsidiaries exclusively own all right, title and interest to and in the Company IP free and clear of any Liens. Without limiting the generality of the foregoing: : (i) all documents and instruments necessary to perfect the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental Entity; (ii) each Person who: (a) who is or was an employee or independent contractor of the Company or any Subsidiary, Subsidiary and (b) who is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, IP has signed a valid and enforceable an agreement sufficient to irrevocably assign such containing an assignment of Intellectual Property Rights to the Company or any a Subsidiary (the form of which is attached to Section 2.13(c)-A of the Subsidiaries and containing confidentiality provisions protecting Disclosure Schedule (the Company IP “Employee Proprietary Information Agreement”)) or substantially in the Company’s Standard Form IP Contract for consultants or independent contractorscontractors (a copy of which is attached to Section 2.13(c)-B of the Disclosure Schedule (the “Consultant Proprietary Information Agreement”)), as the case may be; ; (iiiii) no Employee or former employer of any Employee has any claim, right or interest to or in any Company IP; ; (iviii) to the Knowledge of the Company, (A) no Key Employee or employee or independent contractor of the Company or any Subsidiary set forth on Schedule 2.13(c) is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; confidentiality and (vB) to the Knowledge no other employee or independent contractor of the Company or any Subsidiary is in material breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality which would reasonably be expected to have an adverse effect on the Company, ; (iv) no funding, facilities or personnel of any Governmental Entity were used to develop or create any Company IP; ; (viv) each of the Company and the its Subsidiaries has taken all commercially reasonable steps to maintain the confidentiality of all proprietary information held by such entity, or purported to be held by such entity, as a trade secret, including any confidential information or trade secrets provided to the Company or a Subsidiary under an obligation of confidentiality; ; (viivi) neither the Company nor any Subsidiary has assigned or otherwise transferred ownershipownership of, or agreed to assign or otherwise transfer ownershipownership of, to any person of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses business of the Company or any Subsidiary as currently conducted; to any other Person; (viiivii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor to, any industry standards body or similar organization that could would require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP; (ix) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property IP that is included in or used for material to the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee business of the Company or any Subsidiary; and and (xiiviii) each of the Company and the its Subsidiaries owns owns, possesses, or otherwise hashas the right to use, and after as of the Closing will continue to haveClosing, all Intellectual Property Rights and Intellectual Property needed required to conduct the business of such entity as currently conducted.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the The Company and each of the its Subsidiaries exclusively own all right, title and interest to and in the Company IP IPR (including the Company Registered IP) free and clear of any Liens (other than Permitted Liens). Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental Entity; (ii) each Person who: (a) is or was an employee or independent contractor of the Company or any Subsidiary, and (b) Employee who is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for Company IP has signed an agreement containing an irrevocable assignment of all rights, title and interest in and to such Company IP to the Company or a Subsidiary, has signed a valid waiver of moral rights with respect to such Company IP (for Employees residing in jurisdictions that recognize moral rights), and enforceable agreement sufficient to irrevocably assign such Intellectual Property Rights to the Company or any of the Subsidiaries and containing confidentiality provisions protecting the Company IP or substantially in form of the Company’s Standard Form IP Contract for employees (a copy of which is attached to Section 3.12(c)(i)-A of the Disclosure Schedule (the “Employee Proprietary Information Agreement”)), or the Company’s Standard Form IP Contract for consultants or independent contractorscontractors (a copy of which is attached to Section 3.12(c)(i)-B of the Disclosure Schedule (the “Consultant Proprietary Information Agreement”, and together with the Employee Proprietary Information Agreement, the “Proprietary Information Agreements”)), as the case may be, that provides for the Company to have complete and exclusive ownership of such Company IP; (ii) no Employee has excluded from assignment to the Company or any Subsidiary, or otherwise reserved or retained any rights in or to, any Intellectual Property Rights incorporated into or used in connection with any Company Product or the business of the Company or any Subsidiary; (iii) no other Person, Employee or former employer of any Employee has any claim, right or interest to or in any material Company IP; (iv) to the Knowledge of the Company’s Knowledge, no employee or independent contractor of the Company or any Subsidiary Employee is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentialityRights; (v) to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Entity or of any university, college, other educational institution, or research center were used to develop or create any Company IPIP in a manner that would affect the Company’s or its Subsidiaries’ rights in any Company IP or Company Products; (vi) each of the no material Company and the Subsidiaries IP has taken reasonable steps been developed for or pursuant to maintain the confidentiality of all proprietary information held by a Contract with any other Person who has any ownership interest in or with respect to such entity, or purported to be held by such entity, as a trade secret, including any confidential information or trade secrets provided to the Company or a Subsidiary under an obligation of confidentialityIP; (vii) neither the Company nor any Subsidiary has permitted the rights of the Company or any Subsidiary in any Company IPR that is or was material to its business to enter into the public domain, or to be abandoned or lapsed; (viii) no Company IP is subject to any proceeding or outstanding decree, order, judgment or settlement agreement, or stipulation that restricts in any manner the use, transfer or licensing thereof by the Company or any Subsidiary; (ix) neither the Company nor any Subsidiary has assigned or otherwise transferred ownershipownership of or granted an exclusive license with respect to, or agreed to assign or otherwise transfer ownershipownership of or grant an exclusive license with respect to, to any person of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conducted;IPR; and (viiix) neither all Company IPR (excluding domain names) is (and following the Company nor any Subsidiary is currently or has been a member or promoter ofClosing will be) fully transferable, or a contributor to, any industry standards body that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP; (ix) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly alienable and licensable by the Company or a Subsidiary (or Surviving Corporation) without restriction and without payment of any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted kind to any third party the right to create or prepare any improvementsparty, modifications or derivative works of any except for ordinary course prosecution and maintenance fees for Company Registered IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xii) each of the Company and the Subsidiaries owns or otherwise has, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity as currently conducted.

Ownership Free and Clear. Except as for the Liens set forth in Section 2.13(c2.16(i) of the Disclosure Schedule, the Company and each of the Subsidiaries exclusively own owns all right, title and interest to and in the Company IP free and clear of any Liens. Without limiting Liens (other than the generality non-exclusive resale or distribution rights granted by the Company under Reseller Contracts, and except for Contracts entered into in the ordinary course of business that (A) are in the form of end user licenses which solely grant a non-exclusive license to a customer in respect of the foregoinguse by such customer of any of the Company’s or any Subsidiary’s products or services, (B) are in the form of services agreements which solely grant a non-exclusive right to a customer in respect of the access by such customer to any of the Company’s or any Subsidiary’s products or services or (C) are in the form of non-exclusive licenses which solely grant a provider of a product or service complementary to those of the Company or any Subsidiary the right to use the Company’s application programming interfaces (“APIs”) for internal development and testing of such products or services as integrated with such APIs). Moreover: (i) all documents and instruments necessary to perfect the rights of the Company and the Subsidiaries each Subsidiary in any Registered IP of the Company IP that is Registered IP and its Subsidiaries have been validly executed, delivered and filed in a timely manner with the applicable Governmental Entity; (ii) each Person who: (a) who is or was an employee or independent contractor of the Company or any Subsidiary, Subsidiary and (b) who is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, IP has signed a valid and enforceable agreement sufficient (subject to irrevocably assign such (A) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (B) rules of law governing specific performance, injunctive relief and other equitable remedies) containing an irrevocable assignment of Intellectual Property Rights to the Company or any a Subsidiary, a waiver of the Subsidiaries moral rights and containing confidentiality provisions protecting the Company IP substantially in the Company’s standard form for employees (a copy of which is attached as Schedule 2.15(d)(ii)-A hereto (the “Employee Proprietary Information Agreement”)) or substantially in the Company’s Standard Form IP Contract standard form for consultants or independent contractorscontractors (a copy of which is attached as Schedule 2.15(d)(ii)-B hereto (the “Consultant Proprietary Information Agreement”)), as the case may be; (iii) no Employee or former employer of any Employee has any claim, right (whether or not currently exercisable) or interest to or in any Company IPIP or Company Software; (iv) to the Knowledge of the Company, no employee or independent contractor Employee of the Company or any Subsidiary is is: (A) bound by or otherwise subject to any Contract restricting him or her from performing his or her duties for such entity, or (B) in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (v) to the Knowledge except as set forth in Section 2.15(d)(v) of the CompanyDisclosure Schedule, no funding, facilities or personnel of any Governmental Entity were used used, directly or indirectly, to develop or create create, in whole or in part, any Company IP; (vi) each of the Company and the its Subsidiaries has taken reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all proprietary information held by such entity, or purported entity and to be held by such entity, as a trade secret, including any confidential maintain the confidentiality of and otherwise protect the proprietary information or trade secrets of third parties that has been provided to the Company or a Subsidiary any of its Subsidiaries under an obligation obligations of confidentiality; (vii) neither the Company nor any Subsidiary has ever assigned or otherwise transferred ownershipownership of, or agreed to assign or otherwise transfer ownershipownership of, to any person of any Intellectual Property Right used in the Company’s and the Subsidiaries’ businesses to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conductedPerson; (viii) neither the Company nor any Subsidiary is currently or has ever been a member or promoter of, or a contributor to, any industry standards body or similar organization that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP;; and (ix) no third party that has licensed the Company IP, Licensed IP, Social Media Content and Publicly-Available Internet Material constitutes all Intellectual Property Rights that are included in or used necessary and material for the provision conduct of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by Company’s and the Company or any Subsidiary under such licenseSubsidiaries’ businesses as presently conducted; (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights except as set forth in any improvements, modifications or derivative works of any Company IP; (xiSection 2.15(d)(x) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this AgreementDisclosure Schedule, an employee of immediately after the Closing, the Company or any Subsidiary; and (xii) each of its relevant Subsidiaries will continue to own the Company IP and the Company and the its relevant Subsidiaries owns or otherwise has, and after the Closing will continue to havebe entitled to use the Licensed IP, all Intellectual Property Rights the Social Media Content and Intellectual Property needed the Publicly-Available Internet Material to conduct the business of same degree and extent as such entity Company IP was owned and used by the Company and its Subsidiaries immediately prior to Closing and to the same degree and extent as currently conductedsuch Licensed IP, Social Media Content and Publicly-Available Internet Material was used by the Company and its Subsidiaries immediately prior to Closing.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the The Company solely and each of the Subsidiaries exclusively own owns all right, title and interest to and in the Company IP free and clear of any LiensLiens other than the Company IP Contracts. Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental Entity; (ii) each Person who: (aincluding each Company founder, Employee, vendor and any other third party) is or was an employee or independent contractor of the Company or any Subsidiary, and (bA) that is or was involved in the creation authorship, invention, creation, conception, development, modification or development improvement of any material Intellectual Property or Intellectual Property Rights for for, or on behalf of, or in contemplation of the Company; or (B) from which the Company has otherwise acquired or purported to acquire ownership of any Intellectual Property Rights (each such Person, a Subsidiary“Contributor”), has signed entered into a valid and enforceable written agreement (a) sufficient to irrevocably assign to the Company all such Intellectual Property Rights (including the right to seek past and future damages with respect thereto); (b) containing a waiver of to the Company or any of the Subsidiaries extent not prohibited under applicable Legal Requirements; and (c) containing confidentiality provisions protecting such Intellectual Property Rights; (ii) (A) all amounts payable by the Company to all Contributors have been paid in full except for Employee wages to be paid on the Company’s next regular pay date and independent contractor’s fees that are not past due under the applicable Contract; (B) no additional compensation or royalties are due to any Person for the use of any Company IP; and (C) no Contributor or other Employee has made any written assertions with respect to any alleged ownership or right in any Company IP or substantially in the Company’s Standard Form IP Contract for consultants or independent contractors, as the case may beCompany Product; (iii) to the Company’s knowledge, no Employee Contributor, or former or concurrent employer of any Employee Contributor, has any claim, right or interest (including the right to obtain any claim, right or interest) to or in any Company IP, and no Intellectual Property Rights authored, invented, created, conceived, or developed for or on behalf of the Company, by a Contributor is subject to any Contract with any former or concurrent employer or other Person; (iv) to the Knowledge of the Company’s Knowledge, no employee or independent contractor of the Company or any Subsidiary Contributor is in breach of any Contract with any former or concurrent employer or other Person concerning Intellectual Property Rights Rights, confidentiality or confidentialitynoncompetition; (v) to the Knowledge of the Company’s Knowledge, no funding, facilities facilities, resources or personnel of any Governmental Entity or any research or educational institution were used to develop in the development or create creation of any Company IPIP and no Contributor has performed services for any Governmental Entity or any research or educational institution during a period of time during which such Contributor was also performing services for the Company; (vi) each of the Company and the Subsidiaries has taken reasonable steps to maintain the confidentiality of all proprietary information held by such entitythe Company, or purported to be held by such entitythe Company, as a trade secret, including any confidential information or trade secrets provided to the Company or a Subsidiary by any Person under an obligation of confidentiality, and no such proprietary information has been authorized to be disclosed or, to the Company’s Knowledge, has actually been disclosed to any Person other than pursuant to a written confidentiality Contract restricting the disclosure and use of such proprietary information. Without limiting the generality of the foregoing, the Company has and enforces a policy requiring each Employee to execute, as applicable, the Company’s Employee Proprietary Information Agreement or Consultant Proprietary Information Agreement (copies of which have been Made Available to Buyer), which are sufficient to protect the Company’s trade secrets and the trade secrets provided to the Company by any Person, and all Employees have executed such or substantially similar agreements; (vii) neither the Company nor any Subsidiary has not: (A) assigned or otherwise transferred ownershipownership of, or agreed to assign or otherwise transfer ownershipownership of, to any person of any Intellectual Property Right to any other Person or (B) permitted any Person to retain any exclusive rights or joint ownership of any Intellectual Property Rights that is (are or was were at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conductedIP; (viii) neither the Company nor any Subsidiary is currently has not made, directly or has been a member or promoter of, or a contributor toindirectly, any commitments, promise, submission, suggestions, statements or declarations, including any membership commitments, to any standards-setting bodies, industry standards body groups or other similar organizations (“Standards Organizations”) that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP; (ix) no third party that has licensed Intellectual Property Rights that are included in IP or used for otherwise impair or limit the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works Company’s control of any Company IP, and no third party owns patent or patent application included in the Company IP has been identified by the Company or, to the Company’s Knowledge, any other Person as essential to any Standards Organization or any standard promulgated by any Standards Organization; (ix) no Person that has licensed, granted any right or covenant not to xxx to, or otherwise provided Licensed IP to the Company has retained or obtained ownership of, or any license or rights to, any Intellectual Property Rights in any improvementsenhancement, modifications improvement or derivative works work to or of such Licensed IP that are made solely by the Company, or jointly by the Company together with any Person; (x) subject to the Company IP Contracts, all Company IP will be fully transferable and alienable by the Company at the Closing without restriction and without payment of any Company IPkind to any person; (xi) neither there are no forbearances to xxx, consents, settlement agreements, judgments, orders or similar obligations, other than the Company nor any Subsidiary has any duty IP Contracts that do or obligation may: (whether presentA) restrict the rights of the Company to use, contingent or otherwise) to delivertransfer, license or make available the source code for enforce any Company Software IP; (B) restrict the conduct of the business of, including any payments by or conditions on, the Company in order to accommodate a third party’s Intellectual Property Rights; or (C) grant any third party any right with respect to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any SubsidiaryIP; and (xii) each the Company has the exclusive right to bring an Action against a third party for infringement or misappropriation of the Company and the Subsidiaries owns or otherwise has, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity as currently conductedIP.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the Company and each of the Subsidiaries exclusively own owns all right, title and interest to and in the Company IP (other than Intellectual Property Rights licensed to Company pursuant to exclusive licenses, as identified in Part 2.10(c) of the Disclosure Schedule) free and clear of any LiensEncumbrances (other than Permitted Liens and nonexclusive licenses granted pursuant to the Contracts listed in Part 2.10(c) of the Disclosure Schedule or otherwise not required to be so listed under the provisions of this Agreement). Without limiting the generality of the foregoing: (i) all documents and instruments necessary to establish, perfect and maintain the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable appropriate Governmental EntityBody, except as set forth on Part 2.10(g)(i) of the Disclosure Schedule; (ii) except as set forth on Part 2.10(g)(ii) of the Disclosure Schedule, each Person who: (aincluding each Company Employee) who was or is or was an employee or independent contractor of the Company or any Subsidiary, and (b) is or was involved in the creation or development of any material Intellectual Property Company IP, (including without limitation any localization, customization, translation, or Intellectual Property Rights for the other modifications to any Company Product, Company Software or a Subsidiaryany Company IP) on behalf of Company, has signed a written, valid and enforceable agreement sufficient to irrevocably assign such Contract containing: (1) an irrevocable, complete and unrestricted assignment of his or her Intellectual Property Rights pertaining to the such Company or any of the Subsidiaries IP to Company, and containing (2) confidentiality provisions protecting Company’s confidential information, including the Company IP or substantially in the Company’s Standard Form IP Contract for consultants or independent contractors, as the case may beIP; (iii) no Employee or former employer of any Employee has any claim, right or interest to or in any Company IP; (iv) to the Knowledge of the Company, no employee or independent contractor of the Company or any Subsidiary is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (v) to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Entity Body or college, university or other education institution were used to develop or create create, in whole or in part, any Company Product or Company IP, except as set forth on Part 2.10(g)(iii) of the Disclosure Schedule; (viiv) each except as set forth on Part 2.10(g)(iv) of the Disclosure Schedules, Company and the Subsidiaries has taken commercially reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all proprietary information held by such entity, or purported to be held by such entity, as a trade secret, including any and confidential information or trade secrets provided of Company and to the Company Company’s Knowledge, there has been no unauthorized disclosures or a Subsidiary under an obligation of confidentiality; (vii) neither the Company nor any Subsidiary has assigned or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person other confidentiality breaches of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conducted; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor to, any industry standards body that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP; (ix) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiaryinformation; and (xiiv) each except as set forth on Part 2.10(g)(v) of the Disclosure Schedule, Company and the Subsidiaries owns or otherwise hashas licenses or other permissions to use, and immediately after the Closing Merger I Effective Time, Merger I Surviving Corporation will continue have such licenses or other permissions from the licensors (whose ownership rights, to haveCompany’s Knowledge, are valid) to use, all Intellectual Property Rights in the same manner currently used and Intellectual Property needed sufficient to conduct the business of such entity Company as currently conducted, in each case in all material respects (for the avoidance of doubt, the Company’s sole representations with respect to the absence of infringement or misappropriation of Intellectual Property Rights are set forth in Section 2.10(k) hereof.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the The Company and each of the its Subsidiaries exclusively own all right, title and interest to and in the Company IP free and clear of any Liens (other than Permitted Liens). Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental Entity; (ii) each Person who: (a) who is or was an employee or independent contractor of the Company or any Subsidiary, Subsidiary and (b) who is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for Company IP (including, without limitation, any Person who has contributed to any Open Source Software on behalf of the Company or a any Subsidiary, ) has signed a valid and enforceable agreement sufficient to irrevocably assign such containing an irrevocable assignment of Intellectual Property Rights to the Company or any a Subsidiary, a waiver of the Subsidiaries moral rights and containing confidentiality provisions protecting the Company IP substantially in the Company’s Standard Form IP Contract for employees (a copy of which is attached to Section 3.13(c)(i)-A of the Disclosure Schedule (the “Employee Proprietary Information Agreement”)) or substantially in the Company’s Standard Form IP Contract for consultants or independent contractorscontractors (a copy of which is attached to Section 3.13(c)(i)-B of the Disclosure Schedule (the “Consultant Proprietary Information Agreement”)), as the case may be, that provides for the Company to have complete and exclusive ownership of such Company IP without the exclusion or reservation of any Intellectual Property or Intellectual Property Right; (iiiii) no Employee or former employer of any Employee has any claim, right or interest to or in any Company IP; (iviii) to the Knowledge of the Company, no employee or independent contractor of the Company or any Subsidiary is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (viv) to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Entity or of any university, college, other educational institution, or any multi-national, bi-national or international organization or research center were used to develop or create any Company IP; (viv) each of the Company and the Subsidiaries each Subsidiary has taken reasonable steps to maintain the confidentiality of all proprietary information held by such entity, or purported to be held by such entity, as a trade secret, including any confidential such information or trade secrets of a third party provided to the Company or a any Subsidiary under an obligation with obligations of confidentiality; (vi) neither the Company nor any Subsidiary has permitted the rights of the Company or any Subsidiary in any Company IP to enter into the public domain; (vii) no Company IP is subject to any proceeding or outstanding decree, order, judgment or settlement agreement, or stipulation that restricts in any manner the use, transfer or licensing thereof by the Company or any Subsidiary; (viii) neither the Company nor any Subsidiary has assigned or otherwise transferred ownershipownership of or granted an exclusive license to, or agreed to assign or otherwise transfer ownershipownership of or grant an exclusive license to, to any person of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses business of the Company or any Subsidiary as currently conductedto any other Person; (viiiix) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor to, any industry standards body or similar organization that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP; IP (ix) no third party or that has licensed Intellectual Property Rights that are included in could, following the Effective Time, require or used for the provision obligate Buyer or any of Company Products its Affiliates to grant or provided offer to any other Person any license or right to any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such licenseRight); and (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xii) each of the Company and the Subsidiaries each Subsidiary owns or otherwise has, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity as currently conducted and currently contemplated by such entity to be conducted.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the The Company and each of the Subsidiaries exclusively own owns all right, title and interest to and in the Company IP IP, including, without limitation, all right, title and interest to xxx for infringement of Intellectual Property Rights that are Company IP, or, with respect to exclusively licensed Company IP, has a valid and enforceable license thereto, in each case, free and clear of all Liens other than non-exclusive end user licenses of Intellectual Property Rights granted in the ordinary course of business. There are no actions, suits, investigations, claims, or proceedings threatened, pending, or in progress relating in any Liensway to the Company IP. Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered delivered, recorded and filed in a timely manner with the applicable Governmental Entity; (ii) each Person who: (a) who is or was an employee or independent contractor of the Company or any Subsidiary, and (b) who is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, has signed a valid and enforceable agreement sufficient to irrevocably assign such Intellectual Property Rights to the Company or any Company, and containing a waiver of moral rights to the Subsidiaries extent not prohibited under applicable Legal Requirements, and containing confidentiality provisions protecting the Company IP, with each such agreement substantially in the Company’s Standard Form IP Contract for employees (a copy of which is attached to Section 2.13(e)-A of the Disclosure Schedule (the “Employee Proprietary Information Agreement”)) or substantially in the Company’s Standard Form IP Contract for consultants or independent contractorscontractors (a copy of which is attached to Section 2.13(e)-B of the Disclosure Schedule (the “Consultant Proprietary Information Agreement”)), as the case may be; (iii) no Employee or former employer of any Employee has any claim, right or interest to or in any Company IP; (iv) to the Knowledge of the Company, no neither any employee or independent contractor of the Company or any Subsidiary is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (v) to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Entity Entity, university, or research facility were used to develop or create any Company IP; (vi) each of the Company and the Subsidiaries IP in a manner such that such Governmental Entity, university or research facility has taken reasonable steps any claim, right or interest to maintain the confidentiality of all proprietary information held by such entity, or purported to be held by such entity, as a trade secret, including any confidential information or trade secrets provided to the Company or a Subsidiary under an obligation of confidentiality; (vii) neither the Company nor any Subsidiary has assigned or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conducted; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor to, any industry standards body that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to in any Company IP; (ix) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xii) each of the Company and the Subsidiaries owns or otherwise has, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity as currently conducted.

Ownership Free and Clear. Except as set forth in on Section 2.13(c2.13(b) of the Disclosure Schedule, the Company and each or one of the its Subsidiaries exclusively own all right, title and interest to and in the Company IP IP, free and clear of any Liens other than Permitted Liens. Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights of the Company and the its Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental Entity; (ii) each Person who: (aexcept as set forth on Section 2.13(b)(ii) is or was an employee or independent contractor of the Company Disclosure Schedule, each Employee (current or any Subsidiary, and (bformer) who is or was involved in the creation authorship, invention, creation, conception or development of any material Intellectual Property Company IP for or Intellectual Property Rights for on behalf of the Company or any of its Subsidiaries has entered into a Subsidiary, has signed a valid written agreement (A) assigning all such Intellectual Property and enforceable agreement sufficient to irrevocably assign such Intellectual Property Rights to the Company or any of the Subsidiaries and its Subsidiaries, and (B) containing confidentiality provisions protecting the Company IP or substantially in the Company’s Standard Form IP Contract for consultants or independent contractors, as the case may beIP; (iii) except as set forth on Section 2.13(b)(iii) of the Disclosure Schedule, all Company IP created by the Company’s or its Subsidiaries’ founders or other Persons for or on behalf of or in contemplation of the Company or its Subsidiaries (A) prior to the inception of the Company or its Subsidiaries or (B) prior to their commencement of employment with the Company or its Subsidiaries have been irrevocably assigned to the Company; (iv) except as set forth on Section 2.13(b)(iv) of the Disclosure Schedule, no Employee or former employer of any Employee has any claim, right or interest (including the right to obtain any claim, right or interest) to or in any Company IP; (ivv) neither the Company nor any of its Subsidiaries are utilizing (A) any unlicensed Intellectual Property or Intellectual Property Rights authored, invented, created, conceived or developed by any third party or by any Employees or Persons the Company or any of its Subsidiaries currently intends to hire or engage as a contractor, or (B) to the Knowledge of the Company, any confidential information of any other Persons to which such Employees were exposed prior to their employment by the Company or any of its Subsidiaries; (vi) to the Knowledge of the Company, no employee or independent contractor of the Company or any Subsidiary Employee is in breach of any Contract with any former or concurrent employer or other Person concerning Intellectual Property Rights Rights, confidentiality or confidentialitynoncompetition; (vvii) to the Knowledge of the Company, no funding, facilities facilities, resources or personnel of any Governmental Entity or any research or educational institution were used to develop or create any Company IP; (viviii) each except as set forth on Section 2.13(b)(viii) of the Disclosure Schedule, the Company and the each of its Subsidiaries has have taken all commercially reasonable steps to maintain the confidentiality of all material proprietary information held by such entitythe Company or any of its Subsidiaries, or purported to be held by such entitythe Company or any of its Subsidiaries, as a trade secret, including any confidential information or trade secrets provided to the Company or a Subsidiary any of its Subsidiaries by any Person under an obligation of confidentiality, and no such proprietary information has been authorized to be disclosed or has actually been disclosed to any Person other than pursuant to a written confidentiality Contract restricting the disclosure and use of such proprietary information; (viiix) neither the Company nor any Subsidiary has assigned of its Subsidiaries have made, directly or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conducted; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor toindirectly, any industry standards body commitments, promises, submissions, suggestions, statements or declarations (including any membership commitments or other commitments, promises, submissions, suggestions, statements or declarations that could require or obligate the Company or any Subsidiary of its Subsidiaries to grant or offer to any other Person any license or right to any Company IP; (ix) no third party that has licensed Intellectual Property Rights that are included in IP or used for the provision of Company Products otherwise impair or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by limit the Company or any Subsidiary under such license (xof its Subsidiaries’ control of any Company IP) neither the Company nor any Subsidiaries has granted to any third party the right standards-setting bodies, industry groups or other similar organizations (“Standards Organizations”) with respect to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns patent or copyright included in the Company IP (A) except as set forth on Section 2.13(b)(ix)(A) of the Disclosure Schedule, is subject to any Intellectual Property Rights in commitment that would require the grant of any improvements, modifications license or derivative works other right to any Person or otherwise limit the Company’s control of any Company IPIP or (B) has been identified by the Company or, to the Knowledge of the Company, any other Person as essential to any Standards Organization or any standard promulgated by any Standards Organization; (xix) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwiseexcept as set forth on Section 2.13(b)(x) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this AgreementDisclosure Schedule, an employee of either the Company or any Subsidiary; and (xii) each one or more of the Company and the its Subsidiaries owns or otherwise hashas the right to use, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property used in or needed to conduct the business of such entity as currently conductedconducted by the Company and its Subsidiaries; (xi) all material Company IP will be fully transferable and alienable by the Company or one or more of its Subsidiaries at the Closing without restriction, other than Permitted Liens, and without payment of any kind to any Person; (xii) no Company IP is subject to any Action that restricts in any manner the use, offer for sale, sale, license, practice and other exploitation thereof or that would reasonably be expected to have an adverse effect on the use, validity or enforceability thereof in the business or operations of the Company or any of its Subsidiaries; and (xiii) the Company and its Subsidiaries have the exclusive right to bring an Action against a third party for infringement or misappropriation of the Company IP.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the The Company and each of the Subsidiaries exclusively own all right, title and interest to and in the Company IP free and clear of any Liens (other than Permitted Liens). Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental Entity; (ii) each Person who: (a) is or was an employee or independent contractor of the Employee who has created any Company or any Subsidiary, and (b) is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, IP has signed a valid and enforceable agreement sufficient to irrevocably assign such to the Company all Intellectual Property Rights to developed by such Employee for or in the performance of services for the Company or any of the Subsidiaries and containing confidentiality provisions adequately protecting the Company IP, with each such agreement on the Company’s Standard Form IP Contract for employees (a copy of which is attached to Section 2.13(c)-A of the Disclosure Schedule) or substantially in on the Company’s Standard Form IP Contract for consultants or independent contractorscontractors (a copy of which is attached to Section 2.13(c)-B of the Disclosure Schedule), as the case may be; (iii) to the extent that any Intellectual Property Rights were acquired by the Company from, or developed for the Company by, any Person other than any Employee, the Company has a written agreement with such Person pursuant to which the Company obtained sole and exclusive ownership of, and the Company is now the sole and exclusive owner of, all such Intellectual Property Rights by operation of law or by valid assignment; (iv) no Employee or former employer of any Employee has any claim, right or interest to or in any Company IP; (ivv) to the Knowledge of the Company, no employee or independent contractor of the Company or any Subsidiary Employee is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (va) no funding, facilities or personnel of any Governmental Entity, university, college, other educational institution or research center were used to develop or create any Company IP, and (b) no Governmental Entity, university, college, other educational institution or research center has any claim or right in or to any Company IP; (vii) to the Knowledge of the Company, no fundingcurrent or former Employee who was involved in, facilities or personnel who contributed to, the creation or development of any Company IP has performed services for any Governmental Entity were used to develop Entity, a university, college or create any Company IPother educational institution, or a research center, during a period of time during which such Employee was also performing services for the Company; (viviii) each of the Company and the Subsidiaries has taken reasonable steps to maintain the confidentiality of all proprietary information held by such entity, or purported to be held by such entity, as a trade secret, including any confidential information or trade secrets provided to the Company or a Subsidiary under an obligation of confidentiality; (viiix) neither the Company nor any Subsidiary has assigned or otherwise transferred ownership, or not agreed to assign or otherwise transfer ownership, ownership of any Company IP to any person of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conductedPerson; (viiix) neither the Company nor any Subsidiary is not currently or and has not been a member or promoter of, or a contributor to, any industry standards body body, any related patent pools or similar organization that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP, or to the Knowledge of the Company, any Intellectual Property Rights exclusively licensed to the Company; (ixxi) (a) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property Technology that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications improvements or derivative works made solely or jointly by the Company or any Subsidiary under such license ; and (xb) neither no third party that has licensed any Company IP from the Company nor any Subsidiaries has granted ownership rights in or to any third party the right to create or prepare any improvements, modifications improvements or derivative works of any Company IP, and no thereof made by such third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IPparty; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xii) each of the Company and the Subsidiaries owns or otherwise has, and after the Closing will continue to have, all material Intellectual Property Rights and Intellectual Property Technology needed to conduct the business of such entity as currently conductedconducted (provided that the foregoing will not be read as a representation of non-infringement); and (xiii) following the Closing, all Company IP will be fully transferable, alienable, licensable and exportable by one of the Surviving Entities without restriction and without payment of any kind to any third party, other than as set forth in Section 2.13(c)(xiii) of the Disclosure Schedule.

Ownership Free and Clear. Except as set forth expressly stated in Section 2.13(c5.7(a) of the Disclosure Schedule, the Company and each of the Subsidiaries Seller exclusively own owns all right, title and interest in and to and Transferred IP (other than Intellectual Property Rights licensed to Seller, as identified in Section 5.7(a) of the Company IP Disclosure Schedule) free and clear of any LiensLiens (other than nonexclusive licenses identified on Section 5.7(a) of the Disclosure Schedule). Without limiting the generality of the foregoing, except as expressly stated in Section 5.7(a) of the Disclosure Schedule: (i) no funding, facilities, or personnel of any Governmental Authority or any college, university or other educational institution were used, directly or indirectly, to develop or create, in whole or in part, any Transferred IP, and no Transferred IP was developed, in whole or in part, pursuant to a Contract with a Governmental Authority; (ii) no Governmental Authority has any right, title or interest (including license rights) in all or any part of any Transferred IP; (iii) all documents and instruments necessary to establish, perfect and maintain the rights of the Company and the Subsidiaries Seller in the Company Transferred IP that is Registered IP have been will be validly executed, delivered and filed in a timely manner with the applicable appropriate Governmental EntityAuthority as of the Closing; (iiiv) each Person who: (a) is Seller employee, contractor, representative or was an employee or independent contractor of the Company or any Subsidiary, and (b) agent who is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, Transferred IP has signed a valid and enforceable agreement sufficient to irrevocably assign such containing an irrevocable assignment of all Intellectual Property Rights pertaining to the Company or any of the Subsidiaries such Transferred IP to Seller and containing confidentiality provisions protecting the Company IP or substantially in the Company’s Standard Form IP Contract for consultants or independent contractors, as the case may be; (iii) no Employee or former employer of any Employee has any claim, right or interest to or in any Company Transferred IP; (iv) to the Knowledge of the Company, no employee or independent contractor of the Company or any Subsidiary is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (v) to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Entity were used to develop or create any Company IP; (vi) each of the Company and the Subsidiaries Seller has taken all reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all proprietary information held by such entity, or purported to be held by such entity, as a trade secret, including any confidential information or trade secrets provided pertaining to the Company or a Subsidiary under an obligation of confidentiality; (vii) neither the Company nor any Subsidiary has assigned or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any conduct of the respective businesses of the Company or any Subsidiary as currently conducted; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor to, any industry standards body that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP; (ix) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IPBusiness, and no third party owns has not disclosed any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) such proprietary information to deliver, license or make available the source code for any Company Software non-employees except pursuant to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiarya binding confidentiality agreement; and (xiivi) each of the Company and the Subsidiaries Seller owns or otherwise has, and after the Closing Buyer will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity Business as currently conductedconducted (but after giving effect to the exclusion of the Excluded Contracts).

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the Company and each of the Subsidiaries The Acquired Companies exclusively own all right, title and interest to and in the Company IP (other than Intellectual Property Rights or Intellectual Property licensed to such Acquired Company, as identified in Part 4.10(a)(iii) of the Disclosure Schedule) free and clear of any LiensEncumbrances (other than nonexclusive licenses granted pursuant to the Contracts listed in Part 4.10(a)(iv) of the Disclosure Schedule), and such Company IP is valid, subsisting and enforceable. Without limiting the generality of the foregoing: (i) all documents and instruments necessary To the Selling Shareholders' Knowledge, no Key Employee, or other Acquired Company Employee is: (A) bound by or otherwise subject to perfect the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executedany Contract restricting them from performing their duties for an Acquired Company, delivered and filed in a timely manner or (B) affiliated with the applicable any Governmental EntityBody or any public or private university, college, or other educational, medical or research institution; (ii) each Person who: (a) is or was an employee or independent contractor of the Company or any Subsidiary, and (b) is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, has signed a valid and enforceable agreement sufficient to irrevocably assign such Intellectual Property Rights to the Company or any of the Subsidiaries and containing confidentiality provisions protecting the Company IP or substantially in the Company’s Standard Form IP Contract for consultants or independent contractors, as the case may be; (iii) no Employee or former employer of any Employee has any claim, right or interest to or in any Company IP; (iv) to the Knowledge of the Company, no employee or independent contractor of the Company or any Subsidiary is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (v) to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Entity were used Body or any public or private university, college, or other educational, medical or research institution, was used, directly or indirectly, to develop create or create develop, in whole or in part, any Company IP;; no Company IP was created with any involvement or contribution by any current or former director, officer, or independent contractor of or consultant who held any position with any Governmental Body, foundation or any public or private university, college, or other educational, medical or research institution. (viiii) each of the Company and the Subsidiaries Acquired Companies has taken reasonable steps to maintain the (A) validity and enforceability of all Intellectual Property Rights owned by or exclusively licensed to the Company and (B) confidentiality of and otherwise protect and enforce its rights in all proprietary information held by such entity, or purported to be held by such entity, as a trade secret, including any confidential information or trade secrets provided to the Company or a Subsidiary under an obligation of confidentiality; (viiiv) neither the no Acquired Company nor any Subsidiary has ever assigned or otherwise transferred ownershipownership of, or agreed to assign or otherwise transfer ownershipownership of, to any person of any Intellectual Property Right to any other Person that is (or was at Person, except in the time ordinary course of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conductedbusiness; (viiiv) neither the no Acquired Company nor any Subsidiary is currently currently, or has been ever been, a member or promoter of, or a contributor to, any industry standards body or similar organization that could require or obligate the any Acquired Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP;; No Acquired Company is subject to any license or other Contract with, any standards bodies or other entities for a determination of essentiality to or inclusion in an industry standard or that would obligate any Acquired Company to grant licenses or other rights to, or otherwise impair its control of, any Intellectual Property, nor has any third-party request been made for such licenses or other rights in connection with the activities of or any participation in any forum, consortium, standards body, or similar entity. (ix) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xiivi) each of the Company and the Subsidiaries Acquired Companies owns or otherwise has, and after the Closing will continue to have, has all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity as currently conductedconducted and such Intellectual Property Rights shall not be adversely impacted by the Closing; and (vii) none of the Acquired Companies is bound by, and no Company IP is subject to, any Contract containing any covenant or other provision that in any way limits or restricts the ability of any Acquired Company to use, exploit, assert, or enforce any Company IP anywhere in the world.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the The Company and each of the its Subsidiaries exclusively own all right, title and interest to and in the Company IP IP, free and clear of any LiensLiens (excluding non-exclusive licenses entered into in the ordinary course of business), including all Intellectual Property and Intellectual Property Rights embodied by or incorporated in the Company Products (but excluding Licensed IP). Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental Entity; (ii) each Employee or other Person who: (a) is or was an employee or independent contractor of the Company or any Subsidiary, and (b) who is or was involved in the creation authorship, invention, creation, conception or development of any material Intellectual Property or Intellectual Property Rights for or on behalf of the Company or a Subsidiary, any of its Subsidiaries has signed entered into a valid and enforceable written agreement sufficient under all applicable Legal Requirements to irrevocably assign (subject to 17 U.S.C. § 203(a)) all such Intellectual Property and such Intellectual Property Rights to the Company or any of the Subsidiaries and containing confidentiality provisions protecting the Company IP or substantially in the Company’s Standard Form IP Contract for consultants or independent contractors, as the case may beits Subsidiaries; (iiiii) no Employee or former employer of any Employee has any claim, right or interest (including the right to obtain any claim, right or interest) to or in any Company IP; (iviii) to the Knowledge of the Company, no employee or independent contractor of the Company or any Subsidiary is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (v) to the Knowledge of the Company, no funding, facilities facilities, resources or personnel of any Governmental Entity or any research or educational institution were used to develop or create any Company IP; (viiv) each of the Company and the each of its Subsidiaries has have taken reasonable all necessary steps to maintain the confidentiality of all proprietary information held by such entitythe Company or any of its Subsidiaries, or purported to be held by such entitythe Company or any of its Subsidiaries, as a trade secret, including any confidential information or trade secrets provided to the Company or a Subsidiary any of its Subsidiaries by any Person under an obligation of confidentiality, and no such proprietary information has been authorized to be disclosed or has, to the Company’s Knowledge, actually been disclosed to any Person other than pursuant to a written confidentiality Contract restricting the disclosure and use of such proprietary information; (viiv) neither Neither the Company nor any Subsidiary has assigned of its Subsidiaries have made, directly or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conducted; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor toindirectly, any industry standards body commitments, promises, submissions, suggestions, statements or declarations (including any membership commitments or other commitments, promises, submissions, suggestions, statements or declarations that could would require or obligate the Company or any Subsidiary of its Subsidiaries to grant or offer to any other Person any license or right to any Company IP; (ix) no third party that has licensed Intellectual Property Rights that are included in IP or used for the provision of Company Products otherwise impair or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by limit the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of its Subsidiaries’ control of any Company IP) in each case to any standards-setting bodies, industry groups or other similar organizations (“Standards Organizations”), and no third party owns patent included in the Company IP (i) is subject to any Intellectual Property Rights in commitment that would require the grant of any improvements, modifications license or derivative works other right to any Person or otherwise limit the Company’s control of any Company IPIP or (ii) has been identified by the Company or, to the Knowledge of the Company, any other Person as essential to any Standards Organization or any standard promulgated by any Standards Organization; (xivi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xii) each of the Company and the its Subsidiaries owns or otherwise has, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity as currently conducted and currently planned by such entity to be conducted.; (vii) all Company IP will be fully transferable and alienable by the Company or one or more of its Subsidiaries (as applicable) at the Closing without restriction and without payment of any kind to any Person, in each case except as set forth in Section 2.13(c)(vii) of the Disclosure Schedule;

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the The Company and each of the Subsidiaries exclusively own owns or possesses sufficient legal rights to all right, title title, and interest to and in the Company IP IP, including, without limitation, all right, title, and interest to xxx for infringement or misappropriation of Intellectual Property Rights that are Company IP, or, with respect to exclusively licensed Company IP, has a valid and enforceable license thereto, in each case, free and clear of all Liens other than Permitted Encumbrances. There are no actions, suits, investigations, claims, or proceedings, to the Knowledge of the Company, threatened or otherwise pending, or in progress relating in any Liensway to the Company IP. Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered delivered, recorded and filed in a timely manner with the applicable Governmental Entity; (ii) each Person who: (a) who is or was an employee or independent contractor of the Company or any Subsidiary, and (b) who is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, has signed a valid and enforceable an agreement sufficient to irrevocably assign such Intellectual Property Rights to the Company or any Company, and containing a waiver of moral rights to the Subsidiaries extent not prohibited under applicable Legal Requirements, and containing confidentiality provisions protecting the Company IP or IP, with each such agreement substantially in the Company’s Standard Form IP Contract 's form of proprietary information and inventions assignment agreement for employees, consultants or and independent contractors, as contractors (the case may be"Proprietary Information Agreement"); (iii) no Employee or former employer of any Employee has any claim, right or interest to or in any Company IP; (iv) to the Knowledge of the Company, no employee or independent contractor of the Company or any Subsidiary is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (v) to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Entity Entity, university, or research facility were used to develop or create any Company IPIP purportedly owned by the Company; (vi) each of the Company and the Subsidiaries has taken all reasonable steps to maintain the confidentiality of all proprietary information held by such entitythe Company, or purported to be held by such entitythe Company as Know-How, including as a trade secret, including or any confidential information or trade secrets provided to the Company or a Subsidiary under an obligation of confidentiality; (vii) neither the Company nor any Subsidiary has not assigned or otherwise transferred ownershipownership of, or agreed to assign or otherwise transfer ownershipownership of, to any person of any Intellectual Property Right to any other Person that is (and there are no existing contracts, agreements, options, commitments, proposals, bids, offers, or was at the time of assignment rights with, to, or transfer) material in any person to acquire any of the respective businesses of the Company IP or any Subsidiary as currently conductedrights therein; (viii) neither Parent nor any of its Affiliates will be subject to any covenant not to xxx or similar restrictions on its enforcement or enjoyment of the Company nor IP as a result of any Subsidiary prior transaction related to the Company IP; (ix) the Company is not currently or and has never been a member or promoter of, or a contributor to, any industry standards body or similar organization that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP; (ixx) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained sole ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications improvements or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xii) each of the Company and the Subsidiaries owns or otherwise has, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity as currently conducted; and (xii) the Company has no obligations to pay any amounts or to provide other consideration to any other person (including any Employee of the Company) in consideration for the Company's use or practice of any Company IP or manufacture, use, or distribution of Company Products.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the The Company and each of the Subsidiaries its Subsidiaries, as applicable, exclusively own all right, title and interest to and in the Company IP Owned IP, free and clear of any Liens. Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights of the Company and the its Subsidiaries in the Company Owned IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental EntityAuthority in the jurisdictions in which such Registered IP is filed; (ii) each Person who: all Intellectual Property Rights and Intellectual Property created by the Company’s founders or other Persons for or on behalf of the Company, its Subsidiaries or the Business (aA) is or was an employee or independent contractor prior to the inception of the Company or any Subsidiary, and its Subsidiaries or (bB) is or was involved in the creation or development prior to their commencement of any material Intellectual Property or Intellectual Property Rights for employment with the Company or a Subsidiary, has signed a valid and enforceable agreement sufficient to its Subsidiaries have been irrevocably assign such Intellectual Property Rights assigned to the Company or any of the Subsidiaries and containing confidentiality provisions protecting the Company IP or substantially in the Company’s Standard Form IP Contract for consultants or independent contractors, as the case may beits Subsidiaries; (iii) no Employee employee of the Company or its Subsidiaries or former employer of any Employee employee of the Company or its Subsidiaries has any claim, right or interest (including the right to obtain any right or interest) to or in any Company Owned IP; (iv) neither the Company nor its Subsidiaries are utilizing (A) any Intellectual Property or Intellectual Property Rights authored, invented, created, conceived or developed by any employees of the Company or its Subsidiaries or Persons the Company or its Subsidiaries currently intends to hire, or (B) any confidential information of any other Persons to which such employees were exposed prior to their employment by the Company or any of its Subsidiaries; (v) neither the Company nor its Subsidiaries have received any written notice, nor, to the Knowledge of the CompanySellers, no notice in any other matter, that any employee or independent contractor of the Company or any Subsidiary its Subsidiaries is in breach of any Contract with any former or concurrent employer or other Person concerning Intellectual Property Rights Rights, confidentiality or confidentialitynoncompetition; (vvi) to the Knowledge of the Company, no funding, facilities facilities, resources or personnel of any Governmental Entity Authority or any research or educational institution were used to develop or create any Company Owned IP; (vivii) each of the Company and the its Subsidiaries has have taken all commercially reasonable steps to maintain the confidentiality of all material proprietary information held by such entitythe Company and its Subsidiaries, or purported to be held by such entitythe Company or its Subsidiaries, as a trade secretTrade Secret, including any confidential information or trade secrets Trade Secrets provided to the Company or a Subsidiary its Subsidiaries by any Person under an obligation of confidentiality; (vii) neither the Company nor any Subsidiary , and no such proprietary information has assigned or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of been authorized by the Company or its Subsidiaries to be disclosed or has actually been disclosed to any Subsidiary as currently conductedPerson other than pursuant to a written confidentiality Contract restricting the disclosure and use of such proprietary information; (viii) neither the Company nor any Subsidiary is currently its Subsidiaries have made, directly or has been a member or promoter of, or a contributor toindirectly, any industry standards body commitments, promises, submissions, suggestions, statements or declarations (including any membership commitments or other commitments, promises, submissions, suggestions, statements or declarations that could require or obligate the Company or any Subsidiary its Subsidiaries to grant or offer to any other Person any license or right to any Owned IP or otherwise impair or limit the Company’s or its Subsidiaries’ control of any Owned IP) to any standards-setting bodies, industry groups or other similar organizations (“Standards Organizations”) with respect to Owned IP, and no patent or copyright included in the Owned IP (A) is subject to any commitment that would require the grant of any license or other right to any Person or otherwise limit the Company’s or its Subsidiaries’ control of any Owned IP or (B) has been identified by the Company IPor its Subsidiaries or, to the Knowledge of the Sellers, any other Person as essential to any Standards Organization or any standard promulgated by any Standards Organization; (ix) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any its Subsidiaries has granted to any third party own or otherwise have the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xii) each of the Company and the Subsidiaries owns or otherwise hasuse, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property used in or needed to conduct the business Business; (x) all material Owned IP will be fully transferable and alienable by the Company or its Subsidiaries, as applicable, at the Closing without restriction and without payment of such entity as currently conductedany kind to any Person; (xi) no Owned IP is subject to any Action that restricts in any manner the use, offer for sale, sale, license, practice and other exploitation thereof or that would reasonably be expected to have a Material Adverse Effect on the use, validity or enforceability thereof or a Material Adverse Effect on the Business or operations of the Company and its Subsidiaries; and (xii) the Company or its Subsidiaries have the exclusive right to bring an Action against a third party for Infringement or misappropriation of the Owned IP.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the The Company and and/or each of the Subsidiaries (i) exclusively own all right, title and interest to and in the Company IP Proprietary Products and the Company IP, and the items set forth or required to be set forth on Section 2.13(c) of the Disclosure Schedule, and (ii) own all right, title, and interest to and in, or are licensed to use or otherwise have the right to use perpetually and with no material limitations (except as set forth in the applicable Inbound License) all Intellectual Property Rights and Technology used in or necessary to the conduct of the business of the Company and its Subsidiaries, in each case of (i) and (ii), free and clear of any Liens (other than Permitted Liens). Without limiting the generality of the foregoing: (i) all documents and instruments necessary to register or perfect the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental Entity; (ii) each Person who: (a) is or was an employee or independent contractor of the Company or any Subsidiary, Employee and (b) is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, Developer has signed a valid and enforceable written agreement sufficient to irrevocably assign such assigning all Intellectual Property Rights and Technology created by such Employee or Developer, respectively, within the scope of such Employee’s or Developer’s duties to the Company or any of the Subsidiaries such Subsidiary, and containing confidentiality provisions protecting prohibiting such Employee or Developer, respectively, from using or disclosing trade secrets or confidential information of the Company IP or and the Subsidiaries, that in each case is substantially in the Company’s Standard Form IP Contract for consultants then-current standard form of such applicable contract, which forms have been Made Available to Parent (each a “Confidentiality and Invention Assignment Agreement”), and, to the Knowledge of the Company, no Employee or independent contractors, as the case may beDeveloper is in violation of such agreement; (iii) no Employee Employee, Developer or former employer of any Employee has asserted to the Company in writing any claim, right or interest to or in any Company IPIP or Company Technology; (iv) to the Knowledge of the Company, no employee Employee is, or independent contractor of in the Company or any Subsidiary is past five (5) years, has been, in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentialityconfidentiality in a manner that is material to the business of the Company; (v) to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Entity were used to develop or create any Company IP in a manner giving rise to such Governmental Entity having any claim of ownership or license to any such Company IP; (vi) each of the Company and the Subsidiaries (A) has taken all reasonable steps to maintain and protect the Company Proprietary Products, Company IP and Company Technology and the confidentiality of all of its and their confidential and proprietary information held by such entity, or purported to be held by such entity, as a and trade secret, including secrets and any confidential information or trade secrets provided to the Company or a Subsidiary under an obligation of confidentiality;, and (B) has used reasonable business judgment in deciding what information not to retain as confidential, including decisions as to which Intellectual Property Rights and Technology to distribute and license as Open Source Software or otherwise permit to become subject to an Open Source License; and (vii) neither the Company nor any Subsidiary has assigned or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conducted; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor to, any industry standards body or similar organization, in a manner that could require has resulted in any requirement or obligate obligation of the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP; (ix) no third party that has licensed Intellectual Property Rights that are included in , Company Proprietary Product or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xii) each of the Company and the Subsidiaries owns or otherwise has, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity as currently conductedTechnology.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the Company and each of the Subsidiaries exclusively The BRE Group Entities own all right, title title, and interest to and in, or are licensed to use or otherwise have the right to use all Intellectual Property Rights and Technology used in or necessary to the Company IP free and clear conduct of any Liensthe respective businesses of the BRE Group Entities. Without limiting the generality of the foregoing: (i) The BRE Group Entities (A) own all documents right, title, and instruments necessary interest to perfect the rights of the Company and the Subsidiaries in the Company BRE Group Entities IP that is Registered IP have been validly executedfree and clear of any Liens granted by the BRE Group Entities (other than Permitted Liens) and (B) hold all rights in licensed Intellectual Property Rights, delivered free and filed in a timely manner with clear of any Liens granted by the applicable Governmental EntityBRE Group Entities (other than Permitted Liens); (ii) each Person who: (a) is or was an employee or independent contractor of the Company or any Subsidiary, Employee and (b) is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, Developer has signed a valid and enforceable written agreement sufficient to irrevocably assign such assigning all Intellectual Property Rights and Technology created by such Employee or Developer, respectively, within the scope of such Employee’s or Developer’s duties to the Company or any of BRE Group Entities to the Subsidiaries applicable BRE Group Entity, and containing confidentiality provisions protecting prohibiting such Employee or Developer, respectively, from using or disclosing trade secrets or confidential information of the Company IP BRE Group Entities, and, to the knowledge of BRE, no Employee or substantially Developer is in the Company’s Standard Form IP Contract for consultants or independent contractors, as the case may beviolation of such agreement; (iii) no Employee Employee, Developer or former employer of any Employee has asserted to the BRE Group Entities in writing any claim, right or interest to or in any Company IPBRE Group Entities IP or BRE Group Entities Technology; (iv) to the Knowledge knowledge of the CompanyBRE, no employee Employee is, or independent contractor of in the Company or any Subsidiary is past five (5) years, has been, in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality;confidentiality in a manner that is material to the business of the BRE Group Entities; and (v) to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Entity were used to develop or create any Company IP; (vi) each of the Company and the Subsidiaries BRE Group Entities has taken all reasonable steps to maintain and protect the BRE Group Entities IP and BRE Group Entities Technology and the confidentiality of all of its and their material confidential and proprietary information held by such entity, or purported to be held by such entity, as a and trade secret, including secrets and any confidential information or trade secrets provided to the Company or a Subsidiary BRE Group Entities under an obligation of confidentiality; (vii) neither the Company nor any Subsidiary has assigned or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conducted; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor to, any industry standards body that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP; (ix) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xii) each of the Company and the Subsidiaries owns or otherwise has, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity as currently conducted.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the Company and each of the Subsidiaries exclusively own owns all right, title and interest to and in the Company IP (other than Intellectual Property Rights licensed to Company pursuant to non-exclusive licenses, as identified in Part 2.10(c) of the Disclosure Schedule), including all software and documentation included and bundled with the Company Products, free and clear of any LiensEncumbrances (other than Permitted Liens and nonexclusive licenses granted pursuant to the Contracts listed in Part 2.10(c) of the Disclosure Schedule or otherwise not required to be so listed under the provisions of this Agreement). Without limiting the generality of the foregoing: (i) all documents and instruments necessary to establish, perfect and maintain the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable appropriate Governmental EntityBody, except as set forth on Part 2.10(g)(i) of the Disclosure Schedule; (ii) except as set forth on Part 2.10(g)(ii) of the Disclosure Schedule, each Person who: (aincluding each Company Employee) who was or is or was an employee or independent contractor of the Company or any Subsidiary, and (b) is or was involved in the creation or development of any material Intellectual Property Company IP, (including without limitation any localization, customization, translation, or Intellectual Property Rights for the other modifications to any Company Product or a Subsidiaryany Company IP) on behalf of Company, has signed a written, valid and enforceable agreement sufficient to irrevocably assign such Contract containing: (1) an irrevocable, complete and unrestricted assignment of his or her Intellectual Property Rights pertaining to the such Company or any of the Subsidiaries IP to Company, and containing (2) confidentiality provisions protecting Company’s confidential information, including the Company IP or substantially in the Company’s Standard Form IP Contract for consultants or independent contractors, as the case may beIP; (iii) no Employee or former employer of any Employee has any claim, right or interest to or in any Company IP; (iv) to the Knowledge of the Company, no employee or independent contractor of the Company or any Subsidiary is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (v) to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Entity Body or college, university or other education institution were used used, directly or indirectly, to develop or create create, in whole or in part, any Company Product or Company IP, except as set forth on Part 2.10(g)(iii) of the Disclosure Schedule; (viiv) each except as set forth on Part 2.10(g)(iv) of the Disclosure Schedules, Company and the Subsidiaries has taken commercially reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all proprietary information held by such entity, or purported to be held by such entity, as a trade secret, including any and confidential information of Company and there has been no unauthorized disclosures or trade secrets provided to the Company or a Subsidiary under an obligation of confidentiality; (vii) neither the Company nor any Subsidiary has assigned or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person other confidentiality breaches of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conducted; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor to, any industry standards body that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP; (ix) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiaryinformation; and (xiiv) each except as set forth on Part 2.10(g)(v) of the Disclosure Schedule, Company and the Subsidiaries owns or otherwise hashas licenses or other permissions to use, and immediately after the Closing Merger II Effective Time, Merger II Surviving Company will continue have such licenses or other permissions from the licensors (whose ownership rights, to haveCompany’s Knowledge, are valid) to use, all Intellectual Property Rights in the same manner currently used and Intellectual Property needed sufficient to conduct the business of such entity Company as currently conducted.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the Company and each of the Subsidiaries The Seller exclusively own owns all right, title and interest to and in the Company Seller IP (other than Intellectual Property Rights or Intellectual Property licensed to the Seller, as identified in Part ‎4.17(a)(iii) of the Disclosure Schedule) free and clear of any LiensEncumbrances (other than nonexclusive licenses granted pursuant to the contracts listed in Part ‎4.17(a)(iv) of the Disclosure Schedule) and except as to customizations assigned to customers as listed in Part ‎4.17(c) of the Disclosure Schedule. Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights of the Company and the Subsidiaries Seller in the Company IP that is Registered Seller IP have been validly executed, delivered and filed in a timely manner with the applicable appropriate Governmental EntityBody, if required; (ii) each Person who: (a) is or was an employee or independent contractor of the Company or any Subsidiary, and (b) is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, has signed a valid and enforceable agreement sufficient to irrevocably assign such Intellectual Property Rights to the Company or any of the Subsidiaries and containing confidentiality provisions protecting the Company IP or substantially in the Company’s Standard Form IP Contract for consultants or independent contractors, as the case may be; (iii) no Business Employee or former employer of any Business Employee or any other Person who is or was involved in creation or development of any Seller IP has any claim, right (whether or not currently exercisable) or interest to or in any Company IPSeller IP or royalties with respect thereto; (iviii) Seller has no reason to believe that any Business Employee is: (A) bound by or otherwise subject to any contract restricting them from performing their duties for the Knowledge of Seller and following the CompanyClosing, no employee or independent contractor of for the Company or any Subsidiary is Purchaser; (B) in breach of any Contract contract with any former employer or other Person concerning Intellectual Property Rights or confidentialityconfidentiality or (C) affiliated with any Governmental Body or any public or private university, college, or other educational, medical or research institution; (viv) to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Entity were used Body or any public or private university, college, or other educational, medical, military or research institution, was used, directly or indirectly, to develop create or create develop, in whole or in part, any Company IP;Seller IP developed by Seller; no such Seller IP was created with any involvement or contribution by any current or former director, officer, or independent contractor of or consultant who held any position with any Governmental Body, foundation or any public or private university, college, or other educational, medical, military or research institution other than as set forth in Part ‎4.17(c)(iv) of the Disclosure Schedule. (viv) each of the Company and the Subsidiaries The Seller has taken reasonable steps to maintain the (A) validity and enforceability of all Intellectual Property Rights owned by or exclusively licensed to the Seller and (B) confidentiality of and otherwise protect and enforce its rights in all proprietary information held by such entity, or purported to be held by such entity, as a trade secret; (vi) All assignment or other transfer of ownership (or agreement to do so) of, including any confidential information or trade secrets provided Intellectual Property Right by Seller to any other Person has always been done through customer and client contracts as to customers and clients for whom development work was performed and assigned in the Company or a Subsidiary under an obligation ordinary course of confidentialitybusiness, other than as detailed in Part ‎4.17(c)(vii) of the Disclosure Schedule; (vii) neither the Company The Seller is not currently, nor any Subsidiary has assigned or otherwise transferred ownershipever been, or agreed to assign or otherwise transfer ownership, to any person of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conducted; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor to, any industry standards body or similar organization that could require or obligate the Company or any Subsidiary Seller to grant or offer to any other Person any license or right to any Company Seller IP; (ix) no third party ; The Seller is not subject to any license or other contract with, any standards bodies or other entities for a determination of essentiality to or inclusion in an industry standard or that has licensed Intellectual Property Rights that are included in would obligate the Seller to grant licenses or used for the provision of Company Products other rights to, or provided otherwise impair its control of, any Intellectual Property that is included owned or developed by Seller, nor has any third-party request been made for such licenses or other rights in or used for connection with the provision of Company Products, has retained ownership activities of or has retained exclusive license to rights under any Intellectual Property Rights participation in any improvementsforum, modifications consortium, standards body, or derivative works made solely or jointly by the Company or any Subsidiary under such licensesimilar entity. (xviii) neither the Company nor any Subsidiaries The Seller owns or otherwise has granted to any third party licensed and has the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xii) each of the Company and the Subsidiaries owns or otherwise hasuse, and after the Closing each the Purchaser will continue to have, all or have licensed and has the right to use, Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity Business as currently conductedconducted (subject to possible Transfer Restricted Assets which may require third-party consent or assignments); and (ix) The Seller is not bound by, and no Seller IP is subject to, any contract containing any covenant or other provision that in any way limits or restricts the ability of the Seller to use, exploit, assert, or enforce any Seller IP, other than as set forth in Part ‎4.17(c)(ix) of the Disclosure Schedule.

Ownership Free and Clear. Except as set forth in Section 2.13(cThe Company (or one of its Subsidiaries) of the Disclosure Schedule, the Company and each of the Subsidiaries exclusively own owns all right, title and interest to and in the Company IP (other than Intellectual Property Rights licensed to the Company or any of its Subsidiaries) free and clear of any LiensEncumbrances (other than licenses granted pursuant to the Contracts listed in Part ‎2.10(c) of the Disclosure Schedule and other than the Company Material Contracts described in Section 2.11(a) hereof). Without limiting the generality of the foregoing: (i) all documents and instruments necessary to establish, perfect and maintain the rights of the Company and the its Subsidiaries in the Company IP that is Registered IP owned by the Company or one of its Subsidiaries (collectively, “Company-Owned IP”) have been validly executed, delivered delivered, filed, and filed recorded in a timely manner with the applicable appropriate Governmental EntityBody; (ii) each Person who: (a) Company Employee who is or was an employee inventor, as determined in accordance with principles of United States patent law, of any invention, whether patentable or independent contractor of the Company or any Subsidiarynot, and (b) is or was involved included in the creation Company-Owned IP has signed a written agreement containing an assignment of his or development of any material Intellectual Property or her Intellectual Property Rights for the Company or a Subsidiary, has signed a valid and enforceable agreement sufficient pertaining to irrevocably assign such Intellectual Property Rights invention to the Company or any of the Subsidiaries and containing confidentiality provisions protecting the Company-Owned IP, and the Company IP or substantially in has recorded each such assignment with the Company’s Standard Form IP Contract for consultants or independent contractors, as the case may beappropriate Governmental Body; (iii) no Employee or former employer the Company has taken reasonable steps to maintain the confidentiality of any Employee has any claim, right or interest and otherwise protect and enforce its rights in all proprietary information pertaining to or in any Company IPthe Company; (iv) to the Knowledge except as set forth in Part 2.10(f)(iv) of the Company, no employee or independent contractor of the Company or any Subsidiary is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (v) to the Knowledge of the CompanyDisclosure Schedule, no funding, facilities or personnel of any Governmental Entity Body or university, college or other educational institution were used used, directly or indirectly, to develop or create create, in whole or in part, any Company IP; (vi) each of the Company and the Subsidiaries has taken reasonable steps to maintain the confidentiality of all proprietary information held by such entityCompany-Owned IP and, or purported to be held by such entity, as a trade secret, including any confidential information or trade secrets provided to the Company Company’s Knowledge, no current or a Subsidiary under an obligation of confidentiality; (vii) neither the Company nor any Subsidiary has assigned former employee, consultant or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses independent contractor of the Company or any Subsidiary as currently conducted; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter ofof its Subsidiaries who was involved in, or a contributor contributed to, the creation or development of any industry standards body that could require Company-Owned IP performed services for any Governmental Body, for a university, college or obligate other educational institution or for a research center, at the same time during which such employee, consultant or independent contractor was also performing services for the Company or any Subsidiary to grant of its Subsidiaries; (v) except as set forth in Part 2.10(c) or offer to any other Person Part 2.10(f)(v) of the Disclosure Schedule, the Company and its Subsidiaries have neither assigned nor granted any license or right other rights to any Company IP; (ix) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company IP and is under no obligation to grant any such assignment, license or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted rights to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiaryparty; and (xiivi) each of the Company and the its Subsidiaries owns own or otherwise hashave, and after the Closing the Surviving Corporation and its Subsidiaries will continue to own or otherwise have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity the Company and its Subsidiaries as currently conducted and, to the Knowledge of the Company, all Intellectual Property Rights needed to conduct the business of the Company and its Subsidiaries as currently planned by the Company and its Subsidiaries to be conducted.

Ownership Free and Clear. Except as set forth in Section 2.13(c) The Company or one of the Disclosure Schedule, the Company and each of the its Subsidiaries exclusively own all right, title and interest to and in the Company IP IP, free and clear of any Liens other than Permitted Liens. Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights of the Company and the its Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental Entity; (ii) each Person who: Employee (acurrent or former) is or was an employee or independent contractor of the Company or any Subsidiary, and (b) who is or was involved in the creation authorship, invention, creation, conception or development of any material Intellectual Property or Intellectual Property Rights for or on behalf of the Company or a Subsidiary, any of its Subsidiaries has signed entered into a valid and enforceable written agreement (A) sufficient to irrevocably assign all such Intellectual Property and such Intellectual Property Rights to the Company or any of the Subsidiaries and its Subsidiaries, and (B) containing confidentiality provisions protecting the Company IP or substantially in the Company’s Standard Form IP Contract for consultants or independent contractors, as the case may beIP; (iii) all Intellectual Property Rights and Intellectual Property created by the Company’s or its Subsidiaries’ founders or other Persons for or on behalf of or in contemplation of the Company or its Subsidiaries (A) prior to the inception of the Company or its Subsidiaries or (B) prior to their commencement of employment with the Company or its Subsidiaries have been irrevocably assigned to the Company; (iv) no Employee or former employer of any Employee has any claim, right or interest (including the right to obtain any claim, right or interest) to or in any material Company IP; (ivv) neither the Company nor any of its Subsidiaries are utilizing (A) any material Intellectual Property or Intellectual Property Rights authored, invented, created, conceived or developed by any Employees or Persons the Company or any of its Subsidiaries currently intends to hire, or (B) to the Knowledge of the Company, any confidential information of any other Persons to which such Employees were exposed prior to their employment by the Company or any of its Subsidiaries; (vi) to the Knowledge of the Company, no employee or independent contractor of the Company or any Subsidiary Employee is in breach of any Contract with any former or concurrent employer or other Person concerning Intellectual Property Rights Rights, confidentiality or confidentialitynoncompetition; (vvii) to the Knowledge of the Company, no funding, facilities facilities, resources or personnel of any Governmental Entity or any research or educational institution were used to develop or create any Company IP; (viviii) each of the Company and the each of its Subsidiaries has have taken all commercially reasonable steps to maintain the confidentiality of all material proprietary information held by such entitythe Company or any of its Subsidiaries, or purported to be held by such entitythe Company or any of its Subsidiaries, as a trade secret, including any confidential information or trade secrets provided to the Company or a Subsidiary any of its Subsidiaries by any Person under an obligation of confidentiality, and no such proprietary information has been authorized to be disclosed or has actually been disclosed to any Person other than pursuant to a written confidentiality Contract restricting the disclosure and use of such proprietary information; (viiix) neither Neither the Company nor any Subsidiary has assigned of its Subsidiaries have made, directly or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conducted; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor toindirectly, any industry standards body commitments, promises, submissions, suggestions, statements or declarations (including any membership commitments or other commitments, promises, submissions, suggestions, statements or declarations that could require or obligate the Company or any Subsidiary of its Subsidiaries to grant or offer to any other Person any license or right to any Company IP; (ix) no third party that has licensed Intellectual Property Rights that are included in IP or used for the provision of Company Products otherwise impair or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by limit the Company or any Subsidiary under such license (xof its Subsidiaries’ control of any Company IP) neither the Company nor any Subsidiaries has granted to any third party the right standards-setting bodies, industry groups or other similar organizations (“Standards Organizations”) with respect to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns patent or copyright included in the Company IP (i) is subject to any Intellectual Property Rights in commitment that would require the grant of any improvements, modifications license or derivative works other right to any Person or otherwise limit the Company’s control of any Company IPIP or (ii) has been identified by the Company or, to the Knowledge of the Company, any other Person as essential to any Standards Organization or any standard promulgated by any Standards Organization; (xix) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of either the Company or any Subsidiary; and (xii) each one or more of the Company and the its Subsidiaries owns or otherwise hashas the right to use, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property used in or needed to conduct the business of such entity as currently conductedconducted by the Company and its Subsidiaries; (xi) all material Company IP will be fully transferable and alienable by the Company or one or more of its Subsidiaries at the Closing without restriction and without payment of any kind to any Person; (xii) no Company IP is subject to any Action that restricts in any material manner the use, offer for sale, sale, license, practice and other exploitation thereof or that would reasonably be expected to have an adverse effect on the use, validity or enforceability thereof that would be material to business or operations of the Company or any of its Subsidiaries; and (xiii) the Company and its Subsidiaries have the exclusive right to bring an Action against a third party for infringement or misappropriation of the material Company IP.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the The Company and each of the its Subsidiaries exclusively own all right, title and interest to and in the Company IP IPR free and clear of any Liens other than Permitted Liens. Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental Entity; (ii) each Person who: (a) is or was an employee or independent contractor of the Company or any Subsidiary, and (b) Employee who is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, IP has signed a valid and enforceable agreement sufficient containing an assignment of all rights, title and interest in and to irrevocably assign such Intellectual Property Rights Company IP to the Company or any of the Subsidiaries a Subsidiary, and containing confidentiality provisions protecting the Company IP or substantially in form of the Company’s Standard Form IP Contract for employees (a copy of which is attached to Section 3.12(b)(i)-A of the Disclosure Schedule (the “Employee Proprietary Information Agreement”)), or the Company’s Standard Form IP Contract for consultants or independent contractorscontractors (a copy of which is attached to Section 3.12(b)(i)-B of the Disclosure Schedule (the “Consultant Proprietary Information Agreement”, and together with the Employee Proprietary Information Agreement, the “Proprietary Information Agreements”)), as the case may be, that provides for the Company to have complete and exclusive ownership of such Company IP; (iiiii) to the Knowledge of the Company, no other Person, Employee or former employer of any Employee has any claim, right or interest to or in any Company IP; (iviii) to the Knowledge of the Company, no employee or independent contractor of the Company or any Subsidiary Employee is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentialityRights; (viv) to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Entity or of any university, college, other educational institution, or research center were used to develop or create any Company IP; (viv) each neither the Company nor any Subsidiary has permitted the rights of the Company and or any Subsidiary in any Company IPR that is or was material to its business to enter into the Subsidiaries has taken reasonable steps to maintain the confidentiality of all proprietary information held by such entitypublic domain, or purported to be held abandoned or lapsed; (vi) no Company IP is subject to any proceeding or outstanding decree, order, judgment or settlement agreement, or stipulation that restricts in any manner the use, transfer or licensing thereof by such entity, as a trade secret, including any confidential information or trade secrets provided to the Company or a Subsidiary under an obligation of confidentialityany Subsidiary; (vii) neither the Company nor any Subsidiary has assigned or otherwise transferred ownershipownership of or granted an exclusive license with respect to, or agreed to assign or otherwise transfer ownershipownership of or grant an exclusive license with respect to, to any person of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conducted;IPR; and (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor to, any industry standards body that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP; (ix) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xii) each of the Company and the Subsidiaries each Subsidiary owns or otherwise has, and after immediately following the Closing will continue to have, all Intellectual Property Rights and Intellectual Property Technology needed to conduct the -26- business of such entity as currently conductedconducted and currently contemplated by such entity to be conducted during the six (6) month period immediately following the Closing Date.

Ownership Free and Clear. Except as set forth in Section 2.13(c) One of the Disclosure Schedule, the Company and each Acquired Entities or one of the their respective Subsidiaries exclusively own owns all right, title and interest to and in the Company IP Acquired Entities IP, free and clear of any Liens other than Permitted Liens, and has the right to use currently, and will continue to have the right to use after Closing, all Intellectual Property Rights and Intellectual Property required to conduct the business of the Acquired Entities as currently conducted. Without limiting the generality of the foregoing: (i) all documents and instruments necessary under applicable Laws to perfect the rights of the Company Acquired Entities and the their Subsidiaries in the Company Acquired Entities IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental Entity; (ii) each Person who: Employee (acurrent or former) is or was an employee or independent contractor of the Company or any Subsidiary, and (b) who is or was involved in the creation authorship, invention, creation, conception or development of any material Acquired Entities IP for or on behalf of Acquired Entities or any of their Subsidiaries has entered into a written agreement (A) assigning all such Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, has signed a valid and enforceable agreement sufficient to irrevocably assign such Intellectual Property Rights to the Company or any of the Subsidiaries Acquired Entities and their Subsidiaries, and (B) containing confidentiality provisions protecting the Company IP or substantially in the Company’s Standard Form IP Contract for consultants or independent contractors, as the case may beAcquired Entities IP; (iii) to the Knowledge of the Company, all Acquired Entities IP created by Acquired Entities’ or their Subsidiaries’ founders or any contractor or third party for or on behalf of or in contemplation of Acquired Entities or their Subsidiaries (A) prior to the inception of the respective Acquired Entity or its Subsidiaries or (B) prior to their commencement of employment with the respective Acquired Entity or its Subsidiaries have been irrevocably assigned to one or more of the Acquired Entities; (iv) except as set forth on Section 3.17(b)(iv) of the Company Disclosure Schedule, no Employee or former employer of any Employee has any claim, right or interest (including the right to obtain any claim, right or interest) to or in any Company Acquired Entities IP; (ivv) to the Knowledge of Company, neither the Acquired Entities nor any of their respective Subsidiaries are utilizing any confidential information of any other Persons to which Employees were exposed prior to their employment by Acquired Entities or any of their Subsidiaries; (vi) to the Knowledge of Company, no employee or independent contractor of the Company or any Subsidiary Employee is in breach of any Contract with any former or concurrent employer or other Person concerning Intellectual Property Rights Rights, confidentiality or confidentialitynoncompetition; (vvii) to the Knowledge of the Company, no funding, facilities facilities, resources or personnel of any Governmental Entity or any research or educational institution were used to develop or create any Company Acquired Entities IP; (viviii) the Acquired Entities and each of the Company and the their respective Subsidiaries has have taken all commercially reasonable steps to maintain the confidentiality of all material proprietary information held by such entity, the Acquired Entities or purported to be held by such entity, any of their Subsidiaries as a trade secret, including any confidential information or trade secrets provided to the Company Acquired Entities or a Subsidiary any of their Subsidiaries by any Person under an obligation of confidentiality, and no such proprietary information has been authorized to be disclosed or has actually been disclosed to any Person other than pursuant to a written confidentiality Contract restricting the disclosure and use of such proprietary information; (viiix) neither the Company Acquired Entities nor any Subsidiary has assigned of their Subsidiaries have made, directly or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conducted; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor toindirectly, any industry standards body commitments, (including any membership commitments or other commitments that could require or obligate the Company Acquired Entities or any Subsidiary of their Subsidiaries to grant or offer to any other Person any license or right to any Company Acquired Entities IP or otherwise impair or limit Acquired Entities or any of their Subsidiaries’ control of any Acquired Entities IP) to any standards-setting bodies, industry groups or other similar organizations with respect to Acquired Entities IP, and no patent or copyright included in Acquired Entities IP is subject to any commitment that would require the grant of any license or other right to any Person or otherwise limit Acquired Entities’ control of any Acquired Entities IP; (ix) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither all material Acquired Entities IP will be fully transferable and alienable by Acquired Entities or one or more of their Subsidiaries at the Company nor Closing without restriction, other than Permitted Liens, and without payment of any Subsidiaries has granted kind to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IPPerson; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software no Acquired Entities IP is subject to any escrow agent Action that restricts in any manner the use, offer for sale, sale, license, practice and other exploitation thereof or other Person who is notthat would reasonably be expected to have an adverse effect on the use, as validity or enforceability thereof in the business or operations of the date of this Agreement, an employee of the Company Acquired Entities or any Subsidiaryof their Subsidiaries; and (xii) each Acquired Entities their its Subsidiaries have the exclusive right to bring an Action against a third party for infringement, violation or misappropriation of the Company and the Subsidiaries owns or otherwise has, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity as currently conductedAcquired Entities IP.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the The Company and each of the Subsidiaries exclusively own owns all right, title and interest to and in the Company IP (other than Intellectual Property Rights licensed to the Company as identified in Part 2.10(c) of the Disclosure Schedule) free and clear of any LiensEncumbrances (other than Permitted Liens and non-exclusive licenses granted pursuant to the Contracts listed in Part 2.10(d) of the Disclosure Schedule or software license or system purchase agreements entered into by Company with customers in the regular course of business). Without limiting the generality of the foregoing: (i) all documents and instruments necessary to establish, perfect and maintain the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable appropriate Governmental EntityBody; (ii) each Person who: (aincluding each Company Employee) who was or is or was an employee or independent contractor of the Company or any Subsidiary, and (b) is or was involved in the creation or development of any material Intellectual Property Company IP, including without limitation any localization, customization, translation, or Intellectual Property Rights for the other modifications to any Company Product or a Subsidiaryany Company IP, has signed a valid written, valid, and enforceable agreement sufficient to irrevocably assign such Contract containing: (A) an irrevocable, complete, and unrestricted assignment of Intellectual Property Rights pertaining to such Company IP to the Company or any of the Subsidiaries Company, and containing (B) confidentiality provisions protecting the Company IP or substantially in the Company’s Standard Form IP Contract for consultants or independent contractorsconfidential information, as including the case may beCompany IP; (iii) no Employee or former employer of any Employee has any claim, right or interest to or in any Company IP; (iv) to the Knowledge of the Company, no employee or independent contractor of the Company or any Subsidiary is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (v) to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Entity Body or college, university or other education institution were used used, directly or indirectly, to develop or create create, in whole or in part, any Company Product or any Company IP, except as set forth on Part 2.10(g)(iii) of the Disclosure Schedule; (viiv) each of the Company and the Subsidiaries has taken all commercially reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all proprietary information held by such entity, or purported to be held by such entity, as a trade secret, including any confidential information or trade secrets provided pertaining to the Company or a Subsidiary under an obligation of confidentiality;Company; and (viiv) neither the Company nor any Subsidiary has assigned owns or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person of any Intellectual Property Right to any other Person that is (or was at has the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conducted; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor to, any industry standards body that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP; (ix) no third party that has licensed Intellectual Property Rights that are included in or used for use, and after the provision of Company Products or provided any Intellectual Property that is included in or used for Effective Time the provision of Company Products, has retained ownership of or has retained exclusive license Survivor will continue to rights under have the right to use any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any it by a third party the right on substantially similar terms as were made available to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) prior to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xii) each of the Company and the Subsidiaries owns or otherwise has, and after the Closing will continue to haveClosing, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity the Company as currently conducted and currently planned by the Company to be conducted.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the The Company and each of the its Subsidiaries exclusively own all right, title and interest to and in the Company IP free and clear of any Liens, other than Permitted Liens. The Company and its Subsidiaries have the exclusive right to bring infringement actions with respect to the Company IP. The Subsidiaries of the Company do not own any material Company IP. Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental Entity; (ii) each Person who: (a) who is or was an employee employee, consultant or independent contractor of the Company or any Subsidiary, Subsidiary and (b) who is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, any Subsidiary has signed a valid and enforceable agreement sufficient to irrevocably assign such all Intellectual Property Rights resulting from the performance of services by such Person to the Company or any of the Subsidiaries and containing which also contains customary confidentiality provisions protecting the rights of the Company IP or and its Subsidiaries in trade secrets and other proprietary information. Except as set forth in Section 2.13(f)(ii) of the Disclosure Schedule, each such Contract is substantially in on one of the Table of Contents Company’s Standard Form IP Contract Contracts for employees, consultants or independent contractors, as the case may beapplicable, without material deviation; (iii) no Employee current or former employee, consultant, or independent contractor of the Company or any Subsidiary or former employer of any Employee current or former employee, consultant, or independent contractor of the Company or any Subsidiary has any claim, right or interest to or in any Company IP, other than any claim, right or interest which cannot be assigned pursuant to applicable Legal Requirements; (iv) to the Knowledge of the Company, no employee current or former employee, consultant, or independent contractor of the Company or any Subsidiary is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (v) to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Entity or any public or private university, college or other educational or research institution were used to develop or create create, in whole or in part, any Intellectual Property or Intellectual Property Rights for or on behalf of the Company IPor any Subsidiary; (vi) each of the Company and the its Subsidiaries has taken reasonable steps to maintain the confidentiality of all proprietary information held by such entity, or purported to be held by such entity, as a trade secret, including any confidential information or trade secrets provided to the Company or a Subsidiary under an obligation of confidentiality; (vii) neither the Company nor any Subsidiary has assigned assigned, granted an exclusive license to, or otherwise transferred ownership, ownership of or agreed to assign assign, grant an exclusive license to, or otherwise transfer ownershipownership of, to any person of any Intellectual Property Right Rights to any other Person that is (or was at the time of assignment assignment, license or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conductedSubsidiary; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor to, any industry standards body that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP; (ix) no third party that has licensed to the Company or any Subsidiary any Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, Products has retained or been granted ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications improvements or derivative works made solely or jointly by the Company or any Subsidiary under such license; and (x) neither the Company nor any Subsidiaries has granted with respect to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in that have been developed or created for any improvementsSubsidiary of the Company, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether presentand at all times has had in place with such Subsidiaries agreements containing present assignments which effectively transfer to the Company all rights, contingent or otherwise) to deliver, license or make available the source code for any Company Software title and interest in and to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xii) each of the Company and the Subsidiaries owns or otherwise has, and after the Closing will continue to have, all such Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity as currently conductedRights.

Ownership Free and Clear. Except as set forth in Section 2.13(c) A member of the Disclosure Schedule, the Company and each of the Subsidiaries exclusively own Parent Group owns or possesses sufficient legal rights to all right, title title, and interest to the Parent IP, including, without limitation, all right, title, and interest to xxx for infringement or misappropriation of Intellectual Property Rights that are Parent IP, or, with respect to exclusively licensed Parent IP, has a valid and enforceable license thereto, in the Company IP each case, free and clear of all Liens other than Permitted Encumbrances. There are no actions, suits, claims, or proceedings, or to the Knowledge of Parent, investigations pending (or, to the Knowledge of the Company, threatened) relating in any Liensway to the Parent IP. Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights of the Company and the Subsidiaries Parent Group in the Company Parent IP that is Registered IP (the “Parent Registered IP”) have been validly executed, delivered delivered, recorded and filed in a timely manner with the applicable Governmental Entity; (ii) each Person who: (a) who is or was an employee or independent contractor of the Company or any Subsidiary, Parent and (b) who is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, Parent Group has signed a valid and enforceable an agreement sufficient to irrevocably assign such Intellectual Property Rights to the Company or any a member of the Subsidiaries and containing confidentiality provisions protecting the Company IP or substantially in the Company’s Standard Form IP Contract for consultants or independent contractors, as the case may beParent Group; (iii) to the Knowledge of Parent, no Employee or former employer of any Employee of any member of Parent Group has any claim, right or interest to or in any Company Parent IP; (iv) to the Knowledge of the CompanyParent, no employee or independent contractor of the Company or any Subsidiary member of Parent Group is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (v) to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Entity Entity, university, or research facility were used to develop or create any Company IPParent IP purportedly owned by any member of Parent Group; (vi) each member of the Company and the Subsidiaries Parent Group has taken reasonable steps to maintain the confidentiality of all proprietary information held by such entityParent Group, or purported to be held by such entityParent Group as Know-How, including as a trade secret, including or any confidential information or trade secrets provided to the Company or a Subsidiary Parent Group under an obligation of confidentiality; (vii) neither the Company nor any Subsidiary no member of Parent Group has assigned or otherwise transferred ownershipownership of, or agreed to assign or otherwise transfer ownershipownership of, to any person of any Intellectual Property Right to any other Person that is (and there are no existing contracts, agreements, options, commitments, proposals, bids, offers, or was at the time of assignment rights with, to, or transfer) material in any person to acquire any of the respective businesses of the Company Parent IP or any Subsidiary as currently conductedrights therein; (viii) neither the Company nor any Subsidiary no member of Parent Group is currently or and has never been a member or promoter of, or a contributor to, any industry standards body or similar organization that could require or obligate the Company or any Subsidiary member of Parent Group to grant or offer to any other Person any license or right to any Company Parent IP; (ix) no third party that has licensed to any member of Parent Group any Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Parent Products, has retained sole ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications improvements to or derivative works of such Intellectual Property made solely or jointly by the Company or any Subsidiary member of Parent Group under such license; and (x) neither to the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvementsKnowledge of Parent, modifications or derivative works a member of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xii) each of the Company and the Subsidiaries Parent Group owns or otherwise has, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity Parent Group as currently conducted.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the The Company and each of or the Subsidiaries exclusively own all right, title and interest in and to and in the Company IP free and clear of any Liens (other than Permitted Liens). Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental Entity; (ii) each Person who: (a) who is an Employee or a Former Employee or is or was an employee or independent contractor of the Company or any Subsidiary, Subsidiary and (b) who is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for Company IP (including any Person who has contributed to any Open Source Software on behalf of the Company or any Subsidiary) (each, a Subsidiary, “Contributor”) has signed a valid and enforceable agreement sufficient to irrevocably assign such containing an irrevocable, effective assignment of Intellectual Property Rights in the Company IP to the Company or any a Subsidiary, a waiver of moral rights in the Subsidiaries Company IP and containing confidentiality provisions protecting the Company IP, in each case substantially in the Company’s Standard Form IP Contract for Employees (a copy of which is attached to Section 3.13(c)(i)-A of the Disclosure Schedule (the “Employee Proprietary Information Agreement”)) or substantially in the Company’s Standard Form IP Contract for consultants or independent contractorscontractors (a copy of which is attached to Section 3.13(c)(i)-B of the Disclosure Schedule (the “Consultant Proprietary Information Agreement”)), as the case may be, that provides for the Company or a Subsidiary to have complete and exclusive ownership of such Company IP without the exclusion or reservation by the Contributor of any Intellectual Property or Intellectual Property Right; (iiiii) no Employee or Contributor or, to the Knowledge of the Company, former employer of any Employee Contributor has any claim, right or interest to or in any Company IP; (iviii) to the Knowledge of the Company, no employee or independent contractor of the Company or any Subsidiary Contributor is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentialityconfidentiality that, as a result of such breach, would affect the Company’s or any Subsidiary’s right or interest in or to any Company IP; (viv) to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Entity or of any university, college, other educational institution, or any multi-national, bi-national or international organization or research center were used to develop or create any Company IP; (viv) each of the Company and the Subsidiaries each Subsidiary has taken reasonable steps to maintain the confidentiality of all proprietary information held by such entity, or purported to be held by such entity, as a trade secretTrade Secret, and has applied appropriate access levels to Trade Secrets to personnel based on a need to have access basis, including any confidential such information or trade secrets of a third party provided to the Company or a any Subsidiary under an obligation with obligations of confidentiality; (vi) neither the Company nor any Subsidiary has permitted the rights of the Company or any Subsidiary in any Company IP to enter into the public domain; (vii) no Company IP is subject to any proceeding or outstanding decree, order, judgment or settlement agreement, or stipulation that restricts in any manner the use, exploitation, transfer or Licensing thereof by the Company or any Subsidiary; (viii) neither the Company nor any Subsidiary has assigned or otherwise transferred ownershipownership of or granted an exclusive License to, or agreed to assign or otherwise transfer ownershipownership of or grant an exclusive License to, to any person of (A) Patents or (B) any Intellectual Property Right to any (other Person than Patents) that is (or was (at the time of such assignment or transfertransfer of ownership or the granting of such exclusive License) material to any of the respective businesses business of the Company or any Subsidiary as currently conductedSubsidiary, to any other Person; (viiiix) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor Contributor to, any industry standards body or similar organization that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license License or right to any Company IPIP (or that could, following the Effective Time, require or obligate Buyer or any of its Affiliates to grant or offer to any other Person any License or right to any Intellectual Property or Intellectual Property Right); (ixx) no third party that has licensed Intellectual Property Rights that are none of the Patents included in or used for the provision of Company Products or provided IP are subject to any Intellectual Property declaration that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by obligates the Company or any Subsidiary under such license of the Subsidiaries to grant a License thereunder on a royalty-free basis or on reasonable and non-discriminatory (xRAND) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, fair reasonable and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP;non-discriminatory (FRAND) terms; and (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xii) each of the Company and the Subsidiaries each Subsidiary owns or otherwise has, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity as currently conductedconducted and, to the Knowledge of the Company, needed to commercialize any Development Product.

Ownership Free and Clear. Except The Company solely owns and has good, valid and marketable title to the Company IP (other than jointly owned Registered IP, jointly owned Intellectual Property Rights, and Intellectual Property Rights exclusively licensed to the Company, in each case as set forth identified in Section 2.13(c2.14(c) of the Disclosure Schedule, the Company and each of the Subsidiaries exclusively own all right, title and interest to and in the Company IP ) free and clear of any LiensLiens (except as identified in Section 2.14(g) of the Disclosure Schedule) and has a valid right to use, assign and transfer all such Company IP. Without limiting the generality of the foregoing: (i) all documents and instruments necessary to establish, perfect and maintain the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable appropriate Governmental EntityBody; (ii) each Person who: (a) is or was an employee or independent contractor of the Company or any Subsidiary, and (b) Employee who is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, IP has signed a valid and enforceable agreement sufficient to irrevocably assign such containing an irrevocable assignment of Intellectual Property Rights pertaining to such Company IP to the Company or any of the Subsidiaries and containing confidentiality provisions protecting the Company IP and no Company Employee (A) is bound by or substantially in otherwise subject to any Contract restricting him/her from performing his/her duties for the Company’s Standard Form IP Contract for consultants ; or independent contractors, as the case may be; (iiiB) no Employee or former employer of any Employee has any claim, right or interest to or in any Company IP; (iv) to the Knowledge of the Company, no employee or independent contractor of the Company or any Subsidiary is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentialityconfidentiality due to his/her activities as a Company Employee; (viii) no Company Employee has any claim, right (whether or not currently exercisable) or interest to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Entity were used to develop or create in any Company IP; (viiv) each (A) except as described in Section 2.14(g)(iv) of the Disclosure Schedule, no funding, Facilities, or personnel of any Governmental Body or any public or private university, college, or other educational or research institution were used, directly or indirectly, to develop or create, in whole or in part, any Company IP; (B) no Company Employee who was involved in, or who contributed to, the creation or development of any of the Company and IP, has performed services for or was an employee of, with an obligation to assign his/her intellectual property rights to, a government or Governmental Body, university, college, or other educational institution or governmental or educational institution research center during a period of time during which such Company Employee was employed by the Subsidiaries Company or during the time such Company Employee invented, created or developed any of the Company IP; (C) the Company has not entered into any Contract with any Governmental Body as a prime contractor or subcontractor; and (v) the Company has taken all commercially reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all Company proprietary information held by such entity, or purported to be held by such entity, as a trade secret, including any confidential information or trade secrets provided to the Company or a Subsidiary under an obligation of confidentiality; (vii) neither the Company nor any Subsidiary has assigned or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conducted; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor to, any industry standards body that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP; (ix) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xii) each of the Company and the Subsidiaries owns or otherwise has, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity as currently conductedinformation.

Ownership Free and Clear. Except as set forth in Section 2.13(cThe Company (or one of its Subsidiaries) of the Disclosure Schedule, the Company and each of the Subsidiaries exclusively own owns all right, title and interest to and in the Company IP (other than Intellectual Property Rights exclusively licensed to the Company or any of its Subsidiaries, as identified in Part 2.10(b) of the Disclosure Schedule) free and clear of any LiensEncumbrances (other than nonexclusive licenses granted pursuant to the Contracts listed in Part 2.11(a) of the Disclosure Schedule). Without limiting the generality of the foregoing: (i) all documents and instruments necessary to establish, perfect and maintain the rights of the Company and the its Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable appropriate Governmental EntityBody; (ii) each Person who: (a) is or was an employee or independent contractor of the Company or any Subsidiary, and (b) Employee who is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, IP has signed a valid and enforceable agreement sufficient to irrevocably assign such containing an irrevocable assignment of Intellectual Property Rights pertaining to such Company IP to the Company or any of the Subsidiaries and containing confidentiality provisions protecting the Company IP or substantially in the Company’s Standard Form IP Contract for consultants or independent contractors, as the case may beIP; (iii) no Employee or former employer the Company has taken reasonable steps to maintain the confidentiality of any Employee has any claim, right or interest and otherwise protect and enforce its rights in all material proprietary information pertaining to or in any Company IPthe Company; (iv) to the Knowledge except as set forth in Part 2.10(f)(iv) of the Company, no employee or independent contractor of the Company or any Subsidiary is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (v) to the Knowledge of the CompanyDisclosure Schedule, no funding, facilities or personnel of any Governmental Entity Body or university, college or other educational institution were used used, directly or indirectly, to develop or create create, in whole or in part, any Company IP; (vi) each IP and, to the Knowledge of the Company and the Subsidiaries has taken reasonable steps to maintain the confidentiality of all proprietary information held by such entityCompany, no current or purported to be held by such entityformer employee, as a trade secret, including any confidential information consultant or trade secrets provided to the Company or a Subsidiary under an obligation of confidentiality; (vii) neither the Company nor any Subsidiary has assigned or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses independent contractor of the Company or any Subsidiary as currently conducted; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter ofof its Subsidiaries who was involved in, or a contributor contributed to, the creation or development of any industry standards body that could require Company Intellectual Property has performed services for any Governmental Body, for a university, college or obligate other educational institution or for a research center immediately prior to or during a period of time during which such employee, consultant or independent contractor was also performing services for the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP; (ix) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiaryits Subsidiaries; and (xiiv) each of the Company and the its Subsidiaries owns own or otherwise has, and after the Closing will continue to have, have all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity the Company and its Subsidiaries as currently conductedconducted by the Company and its Subsidiaries.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the The Company and each or one of the Subsidiaries exclusively own all right, title and interest in and to and in the Company IP free and clear of any Liens (other than Permitted Liens). Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental Entity; (ii) each Person who: (a) who is an Employee or a Former Employee or is or was an employee or independent contractor of the Company or any Subsidiary (or a predecessor of the Company or any Subsidiary, ) and (b) who is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for Company IP (including any Person who has contributed to any Open Source Software on behalf of the Company or any Subsidiary) (each, a Subsidiary, “Contributor”) has signed a valid and enforceable agreement sufficient to irrevocably assign such containing an irrevocable, effective assignment of Intellectual Property Rights in the Company IP to the Company or any a Subsidiary, a waiver of moral rights in the Subsidiaries Company IP and containing confidentiality provisions protecting the Company IP, in each case substantially in the Company’s Standard Form IP Contract for Employees (a copy of which is attached to Section 3.13(c)(i)-A of the Disclosure Schedule (the “Employee Proprietary Information Agreement”)) or substantially in the Company’s Standard Form IP Contract for consultants or independent contractorscontractors (a copy of which is attached to Section 3.13(c)(i)-B of the Disclosure Schedule (the “Consultant Proprietary Information Agreement”)), as the case may be, that provides for the Company or a Subsidiary to have complete and exclusive ownership of such Company IP without the exclusion or reservation by the Contributor of any Intellectual Property or Intellectual Property Right; (iiiii) no Employee or Contributor or, to the Knowledge of the Company, former employer of any Employee Contributor has any claim, right or interest to or in any Company IP; (iviii) to the Knowledge of the Company, no employee or independent contractor of the Company or any Subsidiary Contributor is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentialityconfidentiality that, as a result of such breach, would affect the Company’s or any Subsidiary’s right or interest in or to any Company IP; (viv) to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Entity or of any university, college, other educational institution, or any multi-national, bi-national or international organization or research center were used to develop or create any Company IP; (viv) each of the Company and the Subsidiaries each Subsidiary has taken reasonable steps to maintain the confidentiality of all proprietary information held by such entity, or purported to be held by such entity, as a trade secretTrade Secret, and has applied appropriate access levels to Trade Secrets to personnel based on a need to have access basis, including any confidential such information or trade secrets of a third party provided to the Company or a any Subsidiary under an obligation with obligations of confidentiality; (vi) neither the Company nor any Subsidiary has permitted the rights of the Company or any Subsidiary in any Company IP to enter into the public domain; (vii) no Company IP is subject to any proceeding or outstanding decree, order, judgment or settlement agreement, or stipulation that restricts in any manner the use, exploitation, transfer or Licensing thereof by the Company or any Subsidiary; (viii) neither the Company nor any Subsidiary has assigned or otherwise transferred ownershipownership of or granted an exclusive License to, or agreed to assign or otherwise transfer ownershipownership of or grant an exclusive License to, to any person of (A) Patents or (B) any Intellectual Property Right to any (other Person than Patents) that is (or was (at the time of such assignment or transfertransfer of ownership or the granting of such exclusive License) material to any of the respective businesses business of the Company or any Subsidiary as currently conductedSubsidiary, to any other Person; (viiiix) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor Contributor to, any industry standards body or similar organization that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license License or right to any Company IP; IP (ix) no third party or that has licensed Intellectual Property Rights that are included in could, following the Effective Time, require or used for the provision obligate Buyer or any of Company Products its Affiliates to grant or provided offer to any other Person any License or right to any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IPRight); (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xii) each of the Company and the Subsidiaries owns or otherwise has, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity as currently conducted.

Ownership Free and Clear. Except as set forth in Section 2.13(c) The Company is the sole and exclusive owner of the Disclosure Schedule, the Company and each of the Subsidiaries exclusively own all right, title and interest to to, under and in the Acquired Company IP (other than Intellectual Property Rights exclusively licensed to any of the Acquired Companies, as identified in Part 2.10(c) of the Disclosure Schedule), free and clear of any LiensEncumbrances (other than as identified in Part 2.10(g) of the Disclosure Schedule). It is agreed and clarified that this representation is not intended to imply a representation of non-infringement of third-party rights, which non- infringement representation is governed solely and exclusively by Section 2.10(k) of this Agreement. Without limiting the generality of the foregoing: : (i) All Acquired Company IP is, and, as of immediately following the Closing, will be fully transferable, alienable and licensable by the Company without restriction and without payment of any kind to any third party; (ii) all documents and instruments necessary to establish, perfect and maintain the rights of any Acquired Company (or the rights such Acquired Company and the Subsidiaries wishes to acquire) in the Registered IP in the Acquired Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable appropriate Governmental Entity; Body; (iiiii) each Person who: (a) is or was an employee or independent contractor of the Acquired Company or any Subsidiary, and (b) Service Provider who is or was involved in the creation or development of any material Acquired Company Product or of any Intellectual Property or Intellectual Property Rights for the or on behalf of any Acquired Company or a Subsidiary, has signed a valid and enforceable agreement sufficient containing (A) a present and irrevocable assignment to irrevocably assign such respective Acquired Company of all Intellectual Property and Intellectual Property Rights created or developed by such Acquired Company Service Provider in the course of that Acquired Company Service Provider’s work for any Acquired 32 Company (including after work hours or on weekends or holidays), including, to the extent developed by such Acquired Company Service Provider, all Intellectual Property and Intellectual Property Rights pertaining to any Acquired Company IP or any of the Subsidiaries and containing Acquired Company Product, (B) confidentiality provisions protecting the such Intellectual Property, Intellectual Property Rights, and Acquired Company IP or substantially in Product, and, to the Company’s Standard Form IP Contract for consultants or independent contractorsKnowledge, as the case may be; (iii) no Employee or former employer of any Employee such Acquired Company Service Provider has any claim, right or interest obligation to or in any Company IP; (iv) to the Knowledge of the Company, no employee or independent contractor of the Company or any Subsidiary is in breach of any Contract with any former employer or other Person concerning with respect to such Intellectual Property, Intellectual Property Rights or confidentiality; Acquired Company Product, and (C) an irrevocable waiver of (or, where a waiver is not enforceable, a covenant not to xxx on) any right, interest, or moral right with regard to any Acquired Company IP, including, with respect to employees of the Acquired Companies, a waiver of any right to any royalty or other remuneration (including under Section 134 of the Israeli Patent Law, 1967, or under any equivalent law existing in other jurisdictions in which such Acquired Company operates); (iv) each Acquired Company Service Provider who is or was involved in the creation or development of any Acquired Company Product or of any Intellectual Property or Intellectual Property Rights for or on behalf of any Acquired Company has received any and all amounts payable to such Acquired Company Service Provider for such Acquired Company Service Provider’s services, other than salary and commission payments in the Ordinary Course for the payroll period ending on or following the Closing Date; (v) to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Entity were used to develop or create any each Acquired Company IP; (vi) each of the Company and the Subsidiaries has taken commercially reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all Trade Secrets that are Acquired Company IP and other material proprietary information held by such entity, or purported to be held by such entity, as a trade secret, including any confidential information or trade secrets provided pertaining to the Company Acquired Companies (and any Trade Secrets or a Subsidiary under an obligation material confidential information of confidentiality; (vii) neither the Company nor any Subsidiary has assigned or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person of any Intellectual Property Right to any other Person that is (or any Acquired Company, by Contract, was at required to maintain as confidential and protect), the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conducted; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor to, any industry standards body that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Acquired Company IP; (ix) no third party that has licensed Intellectual Property Rights that are included in or used for , the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Acquired Company Products, has retained ownership or the business of the Acquired Companies; (vi) the Acquired Companies own or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party otherwise have the right to create or prepare any improvements, modifications or derivative works of any Company IPuse, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xii) each of the Company and the Subsidiaries owns or otherwise has, and immediately after the Closing the Acquired Companies will continue to have, all Intellectual Property Rights and Intellectual Property Rights needed to conduct the business of such entity the Acquired Companies as currently conducted.conducted and currently planned by each Acquired Company to be conducted (other than Intellectual Property Rights needed for technology yet to be developed and which are available on commercially reasonable terms in the Ordinary Course or which can be developed by the Acquired Company in the Ordinary Course (e.g., with the developers currently employed by the Acquired Companies)), including all Intellectual Property Rights needed to distribute and make available for use all other material Intellectual Property distributed or made available for use on any Acquired Company website; (vii) except as set forth on Part 2.10(g)(vii) of the Disclosure Schedule, none of the Acquired Companies has entered into or is otherwise bound by any Contract with any Governmental Body, institution or research center (including, without limitation, the IIA or the Investment Center of the Israeli Ministry of Economy and Industry) or any university, college or other educational or medical institution (each, an “Institution”) and 33

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the The Company and each of the Subsidiaries exclusively own owns all right, title and interest to and in the Company IP (other than Intellectual Property Rights exclusively licensed to the Company, as identified in Part 2.10(b) of the Disclosure Schedule) free and clear of any LiensEncumbrances (other than nonexclusive licenses granted pursuant to the Contracts listed in Part 2.10(c) of the Disclosure Schedule, object code licenses entered into in the ordinary course of business consistent with past practices as part of any sale of products by the Company or nondisclosure agreements entered into in the ordinary course of business consistent with past practices by the Company). Without limiting the generality of the foregoing: (i) all documents and instruments necessary to establish, perfect and maintain the rights of the Company and the Subsidiaries in the Company IP that is Registered (other than Intellectual Property Rights exclusively licensed to the Company, as identified in Part 2.10(b) of the Disclosure Schedule and Company IP abandoned by the Company in the ordinary course of business) have been validly executed, delivered and filed in a timely manner with the applicable appropriate Governmental EntityBody; (ii) each Person who: (a) is or was an employee or independent contractor of the Company or any Subsidiary, and (b) Employee who is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, IP has signed a valid and enforceable agreement sufficient to irrevocably assign such containing an irrevocable assignment of Intellectual Property Rights pertaining to such Company IP to the Company or any of the Subsidiaries and containing confidentiality provisions protecting the Company IP or substantially in the Company’s Standard Form IP Contract for consultants or independent contractors, as the case may beIP; (iii) no Employee the Company owns, without restrictions on its use, all Intellectual Property and Intellectual Property Rights developed by each of Xxxxx Xxxxxxxx and Xxxxxx Xxxxxx, whether jointly with the Company or former employer individually, that was or is intended for use in connection with the business of the Company or arose in connection with consultations with the Company, including any derivative works of any Employee has any claim, right or interest to or in any Company IPSoftware; (iv) to the Knowledge of the Company, no employee or independent contractor of the Company or any Subsidiary is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (v) to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Entity Body or any public or private university, college or other educational or research institution were used used, directly or indirectly, to develop or create create, in whole or in part, any Company IPIP (other than any Intellectual Property and Intellectual Property Rights exclusively licensed to the Company) and no Governmental Body has any interest in any Company IP (other than any Intellectual Property and Intellectual Property Rights exclusively licensed to the Company); (viv) each of the Company and the Subsidiaries has taken all reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all proprietary information held by such entity, or purported to be held by such entity, as a trade secret, including any confidential information or trade secrets provided pertaining to the Company or a Subsidiary under an obligation of confidentiality; (vii) neither the Company nor any Subsidiary has assigned or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conducted; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor to, any industry standards body that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP; (ix) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any SubsidiaryCompany; and (xiivi) each of the Company and the Subsidiaries owns or otherwise has, and after the Closing the Surviving Corporation will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity the Company as currently conducted and currently planned by the Company to be conducted, except such Intellectual Property Rights as have yet to be developed or which are expected to be available via license on commercially reasonable terms.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the The Company and each of the Subsidiaries exclusively own owns all right, title and interest to and in the Company IP IP, free and clear of any Liens other than Permitted Liens. Without limiting the generality of the foregoing: : (i) all documents and instruments necessary to perfect the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental Entity; ; (ii) each Person who: Employee (acurrent or former) is or was an employee or independent contractor of the Company or any Subsidiary, and (b) who is or was involved in the creation authorship, invention, creation, conception or development of any material Intellectual Property or Intellectual Property Rights for or on behalf of the Company or a Subsidiary, has signed entered into a valid and enforceable written agreement (A) sufficient to irrevocably assign all such Intellectual Property and such Intellectual Property Rights to the Company or any of the Subsidiaries Company, and (B) containing confidentiality provisions protecting the Company IP or substantially in IP; (iii) all Intellectual Property Rights and Intellectual Property created by the Company’s Standard Form IP Contract founders or other Persons for consultants or independent contractors, as on behalf of or in contemplation of the case may be; Company (iiiA) prior to the inception of the Company or (B) prior to their commencement of employment with the Company have been irrevocably assigned to the Company; (iv) no Employee or former employer of any Employee has any claim, right or interest (including the right to obtain any claim, right or interest) to or in any Company IP; ; (ivv) The Company is not utilizing (A) any Intellectual Property or Intellectual Property Rights authored, invented, created, conceived or developed by any Employees or Persons the Company currently intends to hire, or (B) to the Knowledge of the Company, any confidential information of any other Persons to which such Employees were exposed prior to their employment by the Company; (vi) to the Knowledge of the Company, no employee or independent contractor of the Company or any Subsidiary Employee is in breach of any Contract with any former or concurrent employer or other Person concerning Intellectual Property Rights Rights, confidentiality or confidentiality; noncompetition; (vvii) to the Knowledge of the Company, no funding, facilities facilities, resources or personnel of any Governmental Entity or any research or educational institution were used to develop or create any Company IP; ; (viviii) each of the Company and the Subsidiaries has taken all commercially reasonable steps to maintain the confidentiality of all material proprietary information held by such entitythe Company, or purported to be held by such entitythe Company, as a trade secret, including any confidential information or trade secrets provided to the Company or a Subsidiary by any Person under an obligation of confidentiality; (vii) neither the Company nor any Subsidiary , and no such proprietary information has assigned been authorized to be disclosed or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, has actually been disclosed to any person Person other than pursuant to a written confidentiality Contract restricting the disclosure and use of any Intellectual Property Right to any other Person that is such proprietary information; (ix) The Company has not made, directly or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conducted; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor toindirectly, any industry standards body commitments, promises, submissions, suggestions, statements or declarations (including any membership commitments or other commitments, promises, submissions, suggestions, statements or declarations that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP or otherwise impair or limit the Company’s control of any Company IP; (ix) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right standards-setting bodies, industry groups or other similar organizations (“Standards Organizations”) with respect to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights patent or copyright included in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation IP (whether present, contingent or otherwiseA) to deliver, license or make available the source code for any Company Software is subject to any escrow agent or other Person who is not, as commitment that would require the grant of the date of this Agreement, an employee of the Company or any Subsidiary; and (xii) each of the Company and the Subsidiaries owns or otherwise has, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity as currently conducted.any

Ownership Free and Clear. Except as set forth in Section 2.13(c) Parent or one of the Disclosure Schedule, the Company and each of the its Subsidiaries exclusively own all right, title and interest to and in the Company IP Parent IP, free and clear of any Liens other than Permitted Liens, and has the right to use currently, and will continue to have the right to use after Closing, all Intellectual Property Rights and Intellectual Property required to conduct the business of the Parent and its Subsidiaries as currently conducted. Without limiting the generality of the foregoing: (i) all documents and instruments necessary under applicable Laws to perfect the rights of the Company Parent and the its Subsidiaries in the Company Parent IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental Entity; (ii) each Person who: Employee (acurrent or former) is or was an employee or independent contractor of the Company or any Subsidiary, and (b) who is or was involved in the creation authorship, invention, creation, conception or development of any material Parent IP for or on behalf of Parent or any of its Subsidiaries has entered into a written agreement (A) assigning all such Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, has signed a valid and enforceable agreement sufficient to irrevocably assign such Intellectual Property Rights to the Company or any of the Subsidiaries Parent and its Subsidiaries, and (B) containing confidentiality provisions protecting the Company IP or substantially in the Company’s Standard Form IP Contract for consultants or independent contractors, as the case may beParent IP; (iii) to the Knowledge of the Parent, all Parent IP created by Parent’s or its Subsidiaries’ founders or any contractor or third party for or on behalf of or in contemplation of Parent or its Subsidiaries (A) prior to the inception of Parent or its Subsidiaries or (B) prior to their commencement of employment with Parent or its Subsidiaries have been irrevocably assigned to Parent; (iv) except as set out in Section 2.25(b)(iv) of the Parent Disclosure Schedule, no Employee or former employer of any Employee has any claim, right or interest (including the right to obtain any claim, right or interest) to or in any Company Parent IP; (ivv) to the Knowledge of Parent, neither Parent nor any of its Subsidiaries are utilizing any confidential information of any other Persons to which Employees were exposed prior to their employment by Parent or any of its Subsidiaries; (vi) to the CompanyKnowledge of Parent, no employee or independent contractor of the Company or any Subsidiary Employee is in breach of any Contract with any former or concurrent employer or other Person concerning Intellectual Property Rights Rights, confidentiality or confidentialitynoncompetition; (vvii) to the Knowledge of the Company, no funding, facilities facilities, resources or personnel of any Governmental Entity or any research or educational institution were used to develop or create any Company Parent IP; (viviii) Parent and each of the Company and the its Subsidiaries has have taken all commercially reasonable steps to maintain the confidentiality of all material proprietary information held by such entity, Parent or purported to be held by such entityany of its Subsidiaries, as a trade secret, including any confidential information or trade secrets provided to the Company Parent or a Subsidiary any of its Subsidiaries by any Person under an obligation of confidentiality, and no such proprietary information has been authorized to be disclosed or has actually been disclosed to any Person other than pursuant to a written confidentiality Contract restricting the disclosure and use of such proprietary information; (viiix) neither the Company Parent nor any Subsidiary has assigned of its Subsidiaries have made, directly or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conducted; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor toindirectly, any industry standards body commitments (including any membership commitments or other commitments that could require or obligate the Company Parent or any Subsidiary of its Subsidiaries to grant or offer to any other Person any license or right to any Company Parent IP or otherwise impair or limit Parent or any of its Subsidiaries’ control of any Parent IP) to any standards-setting bodies, industry groups or other similar organizations with respect to Parent IP, and no patent or copyright included in Parent IP is subject to any commitment that would require the grant of any license or other right to any Person or otherwise limit Parent’s control of any Parent IP; (ix) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither all material Parent IP will be fully transferable and alienable by Parent or one or more of its Subsidiaries at the Company nor Closing without restriction, other than Permitted Liens, and without payment of any Subsidiaries has granted kind to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IPPerson; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software no Parent IP is subject to any escrow agent Action that restricts in any manner the use, offer for sale, sale, license, practice and other exploitation thereof or other Person who is notthat would reasonably be expected to have an adverse effect on the use, as validity or enforceability thereof in the business or operations of the date of this Agreement, an employee of the Company Parent or any Subsidiaryof its Subsidiaries; and (xii) each Parent and its Subsidiaries have the exclusive right to bring an Action against a third party for infringement, violation or misappropriation of the Company and the Subsidiaries owns or otherwise has, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity as currently conductedParent IP.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the The Company solely and each of the Subsidiaries exclusively own owns all right, title and interest to and in the Company IP free and clear of any Liens, including all Intellectual Property and Intellectual Property Rights embodied in the Company Products, except for the Licensed IP. Notwithstanding the assignments of Company IP made as part of customized nonrecurring engineering services provided by the Company to its customers, the Company has preserved its ownership of material Company IP necessary to perform its activities under its customer contracts. Without limiting the generality of the foregoing: (i) all documents and instruments necessary currently required to be filed with a Governmental Entity or registrar in order to establish, perfect and maintain the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental EntityEntity (or validly registered with the appropriate registrar in the case of domain names and the like); (ii) each any Person who: (a) is or was an employee or independent contractor of the Company or any Subsidiary, and (b) who is or was involved in the creation authorship, invention, creation, conception or development of any material Intellectual Property or Intellectual Property Rights for or on behalf of the Company or a Subsidiary, has signed entered into a valid and enforceable written agreement sufficient to irrevocably assign such (A) that contains a present assignment of all Intellectual Property and Intellectual Property Rights authored, invented, created, conceived or developed by such Person in the scope of his or her employment or engagement with the Company, (B) containing a waiver of moral rights to the Company or any of the Subsidiaries extent not prohibited under applicable Legal Requirements, and (C) containing confidentiality provisions protecting the Company IP or substantially in the Company’s Standard Form IP Contract for consultants or independent contractors, as the case may beIP; (iii) other than any rights granted pursuant to a Company IP Contract, no Employee current or former employee or, to the Company’s Knowledge, former employer of any Employee such employee has any claim, right or interest to or in any Company IP; (iv) to the Knowledge of the Company’s Knowledge, no employee or independent contractor of the Company or any Subsidiary is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (vA) to the Knowledge of the CompanyCompany has not received or used, no as applicable, any funding, facilities or personnel of any Governmental Entity were used or any public or private university, college or other educational or research institution to develop or create or contribute to, in whole or in part, any Company IP; and (B) other than any rights granted pursuant to a Company IP Contract, no Governmental Entity, university, college or other educational or research institution has any ownership in or rights to any Company IP or Company Data; (vi) each of the Company and the Subsidiaries has taken all reasonable steps to maintain the confidentiality of all proprietary information held by such entity, or purported to be held by such entity, the Company as a trade secret, including any confidential information or trade secrets provided to the Company or a Subsidiary by any Person under an obligation of confidentiality, and to the Company’s Knowledge, no such proprietary information has been authorized to be disclosed or has actually been disclosed to any Person other than pursuant to a written confidentiality Contract restricting the disclosure and use of such proprietary information; (vii) neither the Company nor any Subsidiary has not assigned or otherwise transferred ownershipownership of, or agreed to assign or otherwise transfer ownershipownership of, to any person of any Intellectual Property Right Company IP to any other Person Person, except pursuant to agreements between the Company and a Company customer to the extent that the Company IP is (or was at developed by the time of assignment or transfer) material to any Company under such agreement solely for the benefit of the respective businesses customer and as part of customized nonrecurring engineering services provided by the Company or any Subsidiary as currently conductedto the customer, and where such Company IP is assigned by the Company to the customer under such agreement; (viii) neither the Company nor has not made any Subsidiary is currently commitments to any standards-setting bodies, industry groups or has been a member or promoter of, or a contributor to, any industry standards body other similar organizations (“Standards Organizations”) that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP; (ix) no third party that has licensed Intellectual Property Rights that are included in IP or used for otherwise impair or limit the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works Company’s control of any Company IP, and no third party owns Patent included in the Company IP (A) is subject to any commitment that would require the grant of any license or other right to any Person or otherwise limit the Company’s control of any Company IP, or (B) has been identified by the Company or, to the Company’s Knowledge, any other Person as essential to any Standards Organization or any standard promulgated by any Standards Organization; (ix) no Person that has licensed or provided Licensed IP to the Company has retained or obtained sole ownership of, or an exclusive license to, any Intellectual Property Rights in any improvements, modifications improvements or derivative works that are made solely by the Company, or jointly by the Company together with any Person, under such license, except under Contracts entered into by the Company with the Company’s customers for customized nonrecurring engineering services in the course of the Company’s normal business; (x) to the Company’s Knowledge, no founder or current officer or employee of the Company is, and no former officer or employee was, when performing activities with, for or otherwise for the benefit of the Company: (A) bound by or otherwise subject to any Contract restricting that Person from performing that Person’s duties for the Company except as set forth in Section 3.13(g)(x) of the Disclosure Schedules; or (B) subject to any Contract with any other Person which requires such founder, officer or employee to: (I) assign any interest in any Company IP or other Intellectual Property or Intellectual Property Rights that are part of any Company IPIP or were created, invented, or developed during the term of such founder’s, officer’s or employee’s work for, employment by or engagement with the Company; or (II) keep confidential any trade secrets, proprietary data, customer lists or other business or technical information that are included in any Company IP or were created, invented or developed during the term of such founder’s, officer’s or employee’s work for, employment by or engagement with the Company; (xi) neither to the Company nor any Subsidiary has any duty Company’s Knowledge, no current or obligation (whether presentformer employee, contingent consultant, advisor or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee independent contractor of the Company (A) is in violation of any term or covenant of any Contract relating to employment, invention disclosure, invention assignment, nondisclosure or non-competition or any Subsidiary; andother Contract with any other Person by virtue of such employees, consultants, advisors or independent contractors being employed by, or performing services for, the Company, or (B) is using trade secrets or proprietary information of others without permission; (xii) each of the Company does not own any material products or software, including any products or software that it is selling, licensing or distributing to customers, and has not retained any material Intellectual Property Rights (other than trade secrets used by the Subsidiaries Company internally to provide services to its customers); (xiii) the Company owns or otherwise hashas rights to, and after the Closing will continue to havehave rights to, all Intellectual Property Rights and Intellectual Property needed to conduct the Company’s business of such entity as currently conducted and currently planned by Company to be conducted; and (xiv) No Material Contract with a Company customer conflicts with any other Contract with a Company customer, and no assignment of ownership of Intellectual Property or Intellectual Property Rights in any Material Contract conflicts with the assignment of ownership of Intellectual Property or Intellectual Property Rights in any other Material Contract.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the The Company and each of the Subsidiaries exclusively own all right, title and interest to and in the Company IP free and clear of any Liens (other than Permitted Liens). Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental Entity; (ii) each Person who: (a) is or was an employee or independent contractor of the Company or any Subsidiary, and (b) is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, Employee has signed a valid and enforceable agreement sufficient to irrevocably assign such Intellectual Property Rights to the Company or any of the Subsidiaries and containing confidentiality provisions protecting the Company IP, with each such agreement substantially in the Company’s Standard Form IP Contract for employees (a copy of which is attached to Section 2.13(c)-A of the Disclosure Schedule) or substantially in the Company’s Standard Form IP Contract for consultants or independent contractorscontractors (a copy of which is attached to Section 2.13(c)-B of the Disclosure Schedule), as the case may be; (iii) no Employee or former employer of any Employee has any claim, right or interest to or in any Company IP; (iv) to the Knowledge of the Company, no employee or independent contractor of the Company or any Subsidiary Employee is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (v) to the Knowledge except as set forth on Section 2.13(c)(v) of the CompanyDisclosure Schedule, no funding, facilities or personnel of any Governmental Entity were used to develop or create any Company IP; (vi) each of the Company and the Subsidiaries has taken reasonable steps to maintain the confidentiality of all proprietary information held by such entity, or purported to be held by such entity, as a trade secret, including any confidential information or trade secrets provided to the Company or a Subsidiary under an obligation of confidentiality; (vii) neither the Company nor any Subsidiary has assigned or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person Person of any Intellectual Property Right to any other Person Company IP that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conductedSubsidiary; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor to, any industry standards body or similar organization that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP, or to the Knowledge of the Company, any Intellectual Property exclusively licensed to the Company; (ix) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained sole ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications improvements or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xiix) each of the Company and the Subsidiaries owns or otherwise has, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity as currently conducted.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the The Company and each of the its Subsidiaries exclusively own or exclusively license all right, title and interest to and in the Company IP IP, in each case, free and clear of any Liens. Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights of the Company and the its Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental Entity; (ii) each Person who: (a) is or was an employee or independent contractor of the Company or any Subsidiary, and (b) Employee who is or was involved in the creation authorship, invention, creation, conception or development of any material Intellectual Property or Intellectual Property Rights for or on behalf of the Company or a Subsidiary, any of its Subsidiaries has signed entered into a valid and enforceable written agreement (A) sufficient to irrevocably assign all such Intellectual Property and such Intellectual Property Rights to the Company or any of the Subsidiaries and its Subsidiaries, and (B) containing confidentiality provisions protecting the Company IP or substantially IP, with each such agreement in the form of Company’s Standard Form IP Contract for consultants “Employee Proprietary Information Agreement” (a copy of which is attached to Section 2.13(c)(ii)-A of the Disclosure Schedule) or independent contractorsin the form of Company’s “Consultant Proprietary Information Agreement” (a copy of which is attached to Section 2.13(c)(ii)-B of the Disclosure Schedule), as the case may be; (iii) all Intellectual Property Rights and Intellectual Property created by the Company’s or its Subsidiaries’ founders (A) prior to the inception of the Company or its Subsidiaries or (B) prior to their commencement of employment with the Company or its Subsidiaries have been irrevocably assigned to the Company; (iv) no Employee or former employer of any Employee has any claim, right or interest to or in any Company IP; (ivv) neither the Company nor any of its Subsidiaries are utilizing (A) any Intellectual Property or Intellectual Property Rights authored, invented, created, conceived or developed by any (Persons the Company or any of its Subsidiaries currently intends to hire, or (B) any confidential information of any (1) Employees or (2) other Persons to which Employees were exposed prior to their employment by the Company or any of its Subsidiaries; (vi) to the Knowledge of the Company, no employee or independent contractor of the Company or any Subsidiary Employee is in breach of any Contract with any former or concurrent employer or other Person concerning Intellectual Property Rights or confidentialityRights; (vvii) to the Knowledge of the Company, no funding, facilities facilities, resources or personnel of any Governmental Entity or any research or educational institution were used to develop or create any Company IP or Licensed IP; (viviii) each of the Company and the each of its Subsidiaries has have taken reasonable steps to maintain the confidentiality of all proprietary information held by such entitythe Company or any of its Subsidiaries, or purported to be held by such entitythe Company or any of its Subsidiaries, as a trade secret, including any confidential information or trade secrets provided to the Company or a Subsidiary any of its Subsidiaries by any Person under an obligation of confidentiality, and no such proprietary information has been authorized to be disclosed or has actually been disclosed to any Person other than pursuant to a written confidentiality Contract restricting the disclosure and use of such proprietary information, except where the Company or its Subsidiary, as applicable, has in its reasonable business judgment decided to disclose such proprietary information; (viiix) neither Neither the Company nor any Subsidiary has of its Subsidiaries have assigned or otherwise transferred ownershipownership of, or agreed to assign or otherwise transfer ownershipownership of, to any person of Intellectual Property or any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conductedPerson; (viiix) neither Neither the Company nor any Subsidiary is currently of its Subsidiaries have made commitments, promises, submissions, suggestions, statements or has been a member declarations (including any membership commitments or promoter ofother commitments, promises, submissions, suggestions, statements or a contributor to, any industry standards body declarations that could require or obligate the Company or any Subsidiary of its Subsidiaries to grant or offer to any other Person any license or right to any Company IP or otherwise impair or limit the Company or any of its Subsidiaries’ control of any Company IP) to any standards-setting bodies, industry groups or other similar organizations (“Standards Organizations”), and no patent or copyright included in the Company IP (i) is subject to any commitment that requires the grant of any license or other right to any Person or otherwise limit the Company’s control of any Company IP or (ii) has been identified by the Company or, to the Knowledge of the Company, any other Person as essential to any Standards Organization or any standard promulgated by any Standards Organization; (ixxi) no third party Person that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided Licensed IP to the Company or any Intellectual Property that is included in or used for the provision of Company Products, its Subsidiaries has retained or obtained sole ownership of of, or has retained an exclusive license to rights under to, any Intellectual Property Rights in any improvements, modifications improvements or derivative works that are made solely by the Company or any of its Subsidiaries, or jointly by the Company or any Subsidiary of its Subsidiaries together with any other Person, under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xixii) neither all Company IP will be fully transferable and alienable by the Company nor or one or more of its Subsidiaries at the Closing without restriction and without payment of any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software kind to any escrow agent Person; (xiii) no Company IP is subject to any Action that restricts in any manner the use, offer for sale, sale, license, practice and other exploitation thereof or other Person who is notthat would reasonably be expected to have an adverse effect on the use, as of the date of this Agreement, an employee validity or enforceability thereof that would be material to business or operations of the Company or any Subsidiaryof its Subsidiaries; and (xiixiv) each the Company and its Subsidiaries have the exclusive right to bring an Action against a third party for infringement or misappropriation of the Company and the Subsidiaries owns or otherwise has, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity as currently conductedIP.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the The Company and each of the Subsidiaries exclusively own all right, title and interest to and in the Company IP free and clear of any Liens (other than Permitted Liens). Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental Entity; (ii) each Person who: (a) is or was an employee or independent contractor of the Company or any Subsidiary, and (b) is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, Employee has signed a valid and enforceable agreement sufficient to irrevocably assign such Intellectual Property Rights to the Company or any a Subsidiary all Intellectual Property Rights developed by such Employee for or in the performance of services for the Subsidiaries Company or such Subsidiary and containing confidentiality provisions protecting the Company IP, with each such agreement substantially in the Company’s Standard Form IP Contract for employees (a copy of which is attached to Section 2.13(c)-A of the Disclosure Schedule) or substantially in the Company’s Standard Form IP Contract for consultants or independent contractorscontractors (a copy of which is attached to Section 2.13(c)-B of the Disclosure Schedule), as the case may be; (iii) to the extent that any Technology or Intellectual Property Rights were acquired by the Company or any Subsidiary from, or developed for the Company or a Subsidiary by, any Person other than any Employee, the Company or the applicable Subsidiary has a written agreement with such Person pursuant to which the Company or the applicable Subsidiary obtained ownership of, and the Company is now the exclusive owner of, all such Technology and Intellectual Property Rights by operation of law or by valid assignment; (iv) no Employee or former employer of any Employee has any claim, right or interest to or in any Company IP; (ivv) to the Knowledge of the Company, no employee or independent contractor of the Company or any Subsidiary Employee is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (va) to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Entity Entity, university, college, other educational institution or research center were used to develop or create any Company IP, (b) no Governmental Entity, university, college, other educational institution or research center has any claim or right in or to any Company IP, and (c) the Company owns all Intellectual Property Rights in or to any work product developed by the Company or any Subsidiary for any Governmental Entity, university, college, other educational institution or research center; (vivii) no current or former Employee who was involved in, or who contributed to, the creation or development of any Company IP has performed services for any Governmental Entity, a university, college or other educational institution, or a research center, during a period of time during which such Employee was also performing services for the Company or any Subsidiary; (viii) each of the Company and the Subsidiaries has taken reasonable steps to maintain the confidentiality of all proprietary information held by such entity, or purported to be held by such entity, as a trade secret, including any confidential information or trade secrets provided to the Company or a Subsidiary under an obligation of confidentiality; (viiix) neither the Company nor any Subsidiary has assigned or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person Person of any Technology or Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary, or permitted any rights of the Company or any Subsidiary as currently conductedwith respect to such Technology or Intellectual Property Right to enter into the public domain; (viiix) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor to, any industry standards body or similar organization that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP, or to the Knowledge of the Company, any Intellectual Property Rights exclusively licensed to the Company; (ixxi) (a) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications improvements or derivative works made solely or jointly by the Company or any Subsidiary under such license ; and (xb) neither no third party that has licensed any Company IP from the Company nor any Subsidiaries or a Subsidiary has granted ownership rights in or to any third party the right to create or prepare any improvements, modifications improvements or derivative works of any Company IP, and no thereof made by such third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IPparty; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xii) each of the Company and the Subsidiaries owns or otherwise has, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity as currently conducted; and (xiii) following the Closing, all Company IP will be fully transferable, alienable, licensable and exportable by one of the Surviving Entities without restriction and without payment of any kind to any third party.

Ownership Free and Clear. Except as set forth in Section 2.13(c) The Company has, at all times, used Commercially Reasonable Efforts to protect the Intellectual Property and the rights, titles, interests and benefits of the Disclosure Schedule, Company in the Intellectual Property and the Intellectual Property Rights. The Company and each of the Subsidiaries exclusively own owns all right, title and interest to and in the Company IP (other than Intellectual Property Rights exclusively licensed to the Company, as identified in Section 3.9(g)of the Disclosure Schedule) free and clear of any LiensEncumbrances (other than nonexclusive licenses granted pursuant to the Contracts listed in Section 3.9(g) of the Disclosure Schedule). Without limiting the generality of the foregoing: (i) all documents each Company Employee, consultant and instruments necessary to perfect the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental Entity; (ii) each Person who: (a) is or was an employee or independent contractor of the Company or any Subsidiary, and (b) who is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for for, or in the Company course or a Subsidiaryscope of work for, has signed a valid and enforceable invention assignment agreement sufficient or such other agreement containing an irrevocable assignment to irrevocably assign the Company of such Intellectual Property and Intellectual Property Rights, and waivers of any Moral Rights to the Company or any of the Subsidiaries therein, and containing confidentiality provisions protecting the Company IP or substantially in the Company’s Standard Form IP Contract for consultants or independent contractors, as the case may beIP; (iiiii) no Company Employee or former employer of any Company Employee has any claim, right (whether or not currently exercisable) or interest to or in any Company IP; (iviii) to the Knowledge best of the Company's Knowledge, no employee Company Employee is: (A) bound by or independent contractor of otherwise subject to any Contract restricting him or her from performing his or her duties for the Company Company; or any Subsidiary is (B) in breach of any Contract with any former employer or other Person concerning Company Intellectual Property Rights or confidentiality; (iv) the Company has taken all reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all trade secrets and other confidential or proprietary information pertaining to the Company or the Fluorinov Patents; (v) to the Knowledge except as disclosed on Section 3.9(g) of the CompanyDisclosure Schedule, no funding, facilities or personnel of any Governmental Entity Body or any public or private university, college or research institution were provided to the Company or used to develop or create or have contributed to, directly or indirectly and in whole or in part, any Company IPIP and such Section describes all Contracts with respect to such matters; (vi) each except as disclosed on Section 3.9(g) of the Company and the Subsidiaries has taken reasonable steps to maintain the confidentiality of all proprietary information held by such entityDisclosure Schedule, or purported to be held by such entity, as a trade secret, including any confidential information or trade secrets provided to the Company or a Subsidiary under an obligation of confidentiality; (vii) neither the Company nor any Subsidiary has never assigned or otherwise transferred ownershipownership of, or agreed to assign or otherwise transfer ownership, to any person of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conducted; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter ownership of, or a contributor to, any industry standards body that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP; (ix) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IPother Person; (xivii) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xii) each of the Company and the Subsidiaries owns or otherwise hashas valid rights to use, practice and exploit, and after the Closing will continue to haveown or have valid rights to use, practice and exploit, all Intellectual Property Rights and Intellectual Property Rights needed to conduct the business of such entity the Company as currently conductedconducted and planned by the Company to be conducted as of the Closing Date.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the Company and each of the its Subsidiaries exclusively own all right, title and interest to and in the Company IP IP, free and clear of any LiensLiens (other than Permitted Liens and non-exclusive licenses entered into in the ordinary course of business), including all Intellectual Property and Intellectual Property Rights embodied by or incorporated in the Company Products (but excluding Licensed IP). Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights except as set forth in Section 2.13(c)(i) of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executedDisclosure Schedule, delivered and filed in a timely manner with the applicable Governmental Entity; (ii) each Employee or other Person who: (a) is or was an employee or independent contractor of the Company or any Subsidiary, and (b) who is or was involved in the creation authorship, invention, creation, conception or development of any material Intellectual Property or Intellectual Property Rights for or on behalf of the Company or a Subsidiary, any of its Subsidiaries has signed entered into a valid and enforceable written agreement sufficient to irrevocably assign (subject to 17 U.S.C. § 203(a)) all such Intellectual Property and such Intellectual Property Rights to the Company or any of the Subsidiaries and containing confidentiality provisions protecting the Company IP or substantially in the Company’s Standard Form IP Contract for consultants or independent contractors, as the case may beits Subsidiaries; (iiiii) except as set forth on Section 2.13(c)(ii) of the Disclosure Schedule, no Employee or former employer of any Employee has any claim, right or interest (including the right to obtain any claim, right or interest) to or in any Company IP; (iviii) to the Knowledge except as set forth on Section 2.13(c)(iii) of the Company, no employee or independent contractor of the Company or any Subsidiary is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (v) to the Knowledge of the CompanyDisclosure Schedule, no funding, facilities facilities, resources or personnel of any Governmental Entity or any research or educational institution were used to develop or create any Company IP; (viiv) each except as set forth in Section 2.12(c)(iv) of the Disclosure Schedule, the Company and the each of its Subsidiaries has have taken reasonable all reasonably necessary steps to maintain the confidentiality of all proprietary information held by such entitythe Company or any of its Subsidiaries, or purported to be held by such entitythe Company or any of its Subsidiaries, as a trade secret, including any confidential information or trade secrets provided to the Company or a Subsidiary any of its Subsidiaries by any Person under an obligation of confidentiality, and no such proprietary information has been authorized to be disclosed by the Company or its Subsidiaries or has, to the Company’s Knowledge, actually been disclosed to any Person other than pursuant to a written confidentiality Contract restricting the disclosure and use of such proprietary information; (viiv) neither Neither the Company nor any Subsidiary has assigned of its Subsidiaries have made, directly or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conducted; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor toindirectly, any industry standards body commitments, promises, submissions, suggestions, statements or declarations (including any membership commitments or other commitments, promises, submissions, suggestions, statements or declarations that could would require or obligate the Company or any Subsidiary of its Subsidiaries to grant or offer to any other Person any license or right to any Company IP; (ix) no third party that has licensed Intellectual Property Rights that are included in IP or used for the provision of Company Products otherwise impair or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by limit the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of its Subsidiaries’ control of any Company IP) in each case to any standards-setting bodies, industry groups or other similar organizations (“Standards Organizations”), and no third party owns patent included in the Company IP (i) is subject to any Intellectual Property Rights in commitment that would require the grant of any improvements, modifications license or derivative works other right to any Person or otherwise limit the Company’s control of any Company IPIP or (ii) has been identified by the Company or, to the Knowledge of the Company, any other Person as essential to any Standards Organization or any standard promulgated by any Standards Organization; (xivi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xii) each of the Company and the its Subsidiaries owns or otherwise has, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity as currently conductedconducted by such entity; (vii) all Company IP will be fully transferable and alienable by the Company or one or more of its Subsidiaries (as applicable) at the Closing without restriction and without payment of any kind to any Person, in each case except as set forth in Section 2.13(c)(vii) of the Disclosure Schedule; (viii) no Company IP is subject to any Action that restricts in any manner the use, offer for sale, sale, license, practice and other exploitation thereof or that would reasonably be expected to have an adverse effect on the use, validity or enforceability thereof that would be material to business or operations of the Company or any of its Subsidiaries; and (ix) the Company or one of its Subsidiaries (as applicable) has the exclusive right to bring an Action against a third party for infringement or misappropriation of the Company IP.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the The Company solely and each of the Subsidiaries exclusively own owns all right, title and interest to and in the Company IP free and clear of any Liens. Without limiting the generality of the foregoing, except as set forth in Section 2.13(b) of the Disclosure Schedule: (i) all documents and instruments necessary no royalties or similar compensation are due to perfect any Employee or other Person for the rights use of the Company and the Subsidiaries in the any Company IP that is Registered IP have been validly executed, delivered and filed no Employee or any other Person has made any assertion with respect to any alleged ownership right in a timely manner with the applicable Governmental Entityany Company IP; (ii) each Person who: (a) is or was an employee or independent contractor to the Knowledge of the Company or any SubsidiaryCompany, and (b) is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, has signed a valid and enforceable agreement sufficient to irrevocably assign such Intellectual Property Rights to the Company or any of the Subsidiaries and containing confidentiality provisions protecting the Company IP or substantially in the Company’s Standard Form IP Contract for consultants or independent contractors, as the case may be; (iii) no Employee or former or concurrent employer of any Employee has any claim, right or interest (including the right to obtain any such claim, right or interest) to or in any Company IP, and no Intellectual Property Rights authored, invented, created, conceived, or developed for or on behalf of or in contemplation of the Company is subject to any Contract with any former or concurrent employer of any Employee or other Person; (iviii) to the Knowledge of the Company, as it relates to any Company IP, no employee or independent contractor of the Company or any Subsidiary Employee is in breach of any Contract with any former or concurrent employer or other Person concerning Intellectual Property Rights Rights, confidentiality or confidentialitynoncompetition; (viv) to the Knowledge of the Companysince May 1, no funding2015, facilities or personnel of any Governmental Entity were used to develop or create any Company IP; (vi) each of the Company and the Subsidiaries has taken commercially reasonable steps to maintain the confidentiality of all proprietary information held by such entity, or purported to be held by such entity, the Company as a trade secret, including any confidential information or trade secrets provided to the Company or a Subsidiary by any Person under an obligation of confidentiality, and to the Knowledge of the Company, no such proprietary information has been authorized to be disclosed or has actually been disclosed to any Person other than pursuant to a written confidentiality Contract restricting the disclosure and use of such proprietary information subject to confidentiality obligations by the receiving party; (viiv) neither the Company nor any Subsidiary has not (A) assigned or otherwise transferred ownershipownership of, or agreed to assign or otherwise transfer ownershipownership of, any Company IP to any person other Person, or (B) granted to any Person any exclusive rights in or agreed to or authorized retention of joint ownership of any Intellectual Property Right to any other Person Rights that is (are or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conducted; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor to, any industry standards body that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any were Company IP; (ixvi) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of all Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly IP will be fully transferable and alienable by the Company or at the Closing without restriction and without payment of any Subsidiary under such licensekind to any person; (xvii) neither there are no forbearances to sxx, consents, settlement agreements, judgments, orders or similar obligations, other than non-exclusive licenses to Company IP or Company Services granted by the Company nor any Subsidiaries has granted in the ordinary course of business consistent with past practice, that: (A) restrict the rights of the Company to any third party the right to create use, transfer, license or prepare any improvements, modifications or derivative works of enforce any Company IP, and no third party owns (B) restrict the conduct of the business of, including any payments by or conditions on, the Company in order to accommodate a third-party's Intellectual Property Rights in or (C) grant any improvements, modifications or derivative works of third-party any right with respect to any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xiiviii) each the Company has the exclusive right to bring an Action against a third-party for infringement or misappropriation of the Company and the Subsidiaries owns or otherwise has, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity as currently conductedIP.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the The Company and each of the Subsidiaries exclusively own owns all right, title and interest to and in the Company IP free and clear of any Liens (other than Permitted Liens). Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental Entity; (ii) each Person who: (a) is or was an employee or independent contractor of the Company or any Subsidiary, and (b) is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, Employee has signed a valid and enforceable agreement sufficient to irrevocably assign such to the Company all Intellectual Property Rights to developed by such Employee for or in the performance of services for the Company or any of the Subsidiaries and containing confidentiality provisions protecting the Company IP, with each such agreement substantially in the Company’s Standard Form IP Contract for employees (a copy of which is attached to Section 2.13(c)-A of the Disclosure Schedule) or substantially in the Company’s Standard Form IP Contract for consultants or independent contractorscontractors (a copy of which is attached to Section 2.13(c)-B of the Disclosure Schedule), as the case may be; (iii) to the extent that any Technology or Intellectual Property Rights were acquired by the Company from, or developed for the Company by, any Person other than any Employee, the Company has a written agreement with such Person pursuant to which the Company obtained ownership of, and the Company is now the exclusive owner of, all such Technology and Intellectual Property Rights by operation of law, or by valid assignment; (iv) no Employee or former employer of any Employee has any claim, right or interest to or in any Company IP; (ivv) to the Knowledge of the Company, no employee or independent contractor of the Company or any Subsidiary Employee is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (va) to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Entity Entity, university, college, other educational institution or research center were used to develop or create any Company IP, (b) no Governmental Entity, university, college, other educational institution or research center has any claim or right in or to any Company IP, and (c) the Company owns all Intellectual Property Rights in or to any work product developed by the Company for any Governmental Entity, university, college, other educational institution or research center; (vivii) each no current or former Employee who was involved in, or who contributed to, the creation or development of any Company IP has performed services for any Governmental Entity, a university, college or other educational institution, or a research center, during a period of time during which such Employee was also performing services for the Company; (viii) The Company and the Subsidiaries has taken reasonable steps to maintain the confidentiality of all proprietary information held by such entity, or purported to be held by such entity, as a trade secret, including any confidential information or trade secrets provided to the Company or a Subsidiary under an obligation of confidentiality; (viiix) neither the The Company nor any Subsidiary has not assigned or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person Person of any Technology or Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company, or permitted any rights of the Company with respect to such Technology or any Subsidiary as currently conductedIntellectual Property Right to enter into the public domain; (viiix) neither the Company nor any Subsidiary is not currently or and it has never been a member or promoter of, or a contributor to, any industry standards body or similar organization that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP, or to the Knowledge of the Company, any Intellectual Property Rights exclusively licensed to the Company; (ixxi) (a) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property Rights that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications improvements or derivative works made solely or jointly by the Company or any Subsidiary under such license ; and (xb) neither no third party that has licensed any Company IP from the Company nor any Subsidiaries has granted ownership rights in or to any third party the right to create or prepare any improvements, modifications improvements or derivative works of any Company IP, and no thereof made by such third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IPparty; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xii) each of the Company and the Subsidiaries owns or otherwise has, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity as currently conducted; and (xiii) following the Closing, all Company IP will be fully transferable, alienable, licensable and exportable (subject to applicable Legal Requirements) by one of the Surviving Entities without restriction and without payment of any kind to any third party.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the The Company and each of the Subsidiaries exclusively own owns all right, title and interest to and in the Company IP free and clear of any LiensLiens (other than nonexclusive licenses granted pursuant to the Contracts listed in Section 2.14(b)(iv) of the Disclosure Schedule). Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable appropriate Governmental Entity; (ii) each Person who: (a) who is or was an employee or independent contractor of the Company or any Subsidiary, and (b) who is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, IP has signed a valid and enforceable agreement sufficient to irrevocably assign such containing an irrevocable assignment of Intellectual Property Rights to the Company or any of the Subsidiaries and containing confidentiality provisions protecting the Company IP substantially in the Company’s standard form for employees (a copy of which is attached as Schedule 2.14(d)(ii)-A hereto (the “Employee Proprietary Information Agreement”)) or substantially in the Company’s Standard Form IP Contract standard form for consultants or independent contractorscontractors (a copy of which is attached as Schedule 2.14(d)(ii)-B hereto (the “Consultant Proprietary Information Agreement”)), as the case may be; (iii) no Employee or former employer of any Employee has any claim, right (whether or not currently exercisable) or interest to or in any Company IP; (iv) to the Knowledge of the Company, no employee or independent contractor of the Company is: (A) bound by or otherwise subject to any Subsidiary is Contract restricting him or her from performing his or her duties for such entity; or (B) in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (v) to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Entity were used to develop or create create, in whole or in part, any Company IP; (vi) each of the Company and the Subsidiaries has taken the reasonable steps necessary to maintain the confidentiality of and otherwise protect and enforce its rights in all proprietary information held by such entity, or purported to be held by such entity, as a trade secret, including any confidential information or trade secrets provided to the Company or a Subsidiary under an obligation of confidentiality; (vii) neither the Company nor any Subsidiary has never assigned or otherwise transferred ownershipownership of, or agreed to assign or otherwise transfer ownershipownership of, to any person of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary other than as currently conductedprovided in Section 2.14(k)(ii)(B); (viii) neither the Company nor any Subsidiary is not currently or and has never been a member or promoter of, or a contributor to, any industry standards body or similar organization that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP;; and (ix) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xii) each of the Company and the Subsidiaries owns or otherwise has, and after the Closing the Surviving Corporation will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity the Company as currently conductedconducted and as currently planned to be conducted pursuant to the plans provided to Parent in writing.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the Company and each of the Subsidiaries exclusively own owns all right, title and interest to and in the Company IP (other than Intellectual Property Rights licensed to Company pursuant to exclusive licenses, as identified in Part 2.10(c) of the Disclosure Schedule) free and clear of any LiensEncumbrances (other than Permitted Liens and nonexclusive licenses granted pursuant to the Contracts listed in Part 2.10(c) or 2.10(d) of the Disclosure Schedule or otherwise not required to be so listed under the provisions of this Agreement). Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights except as set forth on Part 2.10(g)(i) of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executedDisclosure Schedule, delivered and filed in a timely manner with the applicable Governmental Entity; (ii) each Person who: (aincluding each Company Employee) who was or is or was an employee or independent contractor of the Company or any Subsidiary, and (b) is or was involved in the creation or development of any material Intellectual Property Company IP, or Intellectual Property Rights for the Company or a Subsidiaryderivative work thereof, on behalf of Company, has signed a written, valid and enforceable agreement sufficient to irrevocably assign such Contract containing: (1) an irrevocable, complete and unrestricted assignment of his or her Intellectual Property Rights pertaining to the such Company or any of the Subsidiaries IP to Company, and containing (2) confidentiality provisions protecting the Company IP or substantially in the Company’s Standard Form IP Contract for consultants or independent contractorsconfidential information, as including the case may be; (iii) no Employee or former employer of any Employee has any claim, right or interest to or in any Company IP; (ivii) to the Knowledge of the Company, no employee or independent contractor of the Company or any Subsidiary is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (v) to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Entity Body or college, university or other education institution were used to develop or create create, in whole or in part, any Company Product, Company Software or Company IP, except as set forth on Part 2.10(g)(ii) of the Disclosure Schedule; (viiii) each except as set forth on Part 2.10(g)(iii) of the Disclosure Schedules, Company and the Subsidiaries has taken commercially reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all proprietary information held by such entity, or purported to be held by such entity, as a trade secret, including any and confidential information or trade secrets provided of Company and to the Company Company’s Knowledge, there have been no unauthorized disclosures or a Subsidiary under an obligation of confidentiality; (vii) neither the Company nor any Subsidiary has assigned or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person other confidentiality breaches of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conducted; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor to, any industry standards body that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP; (ix) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiaryinformation; and (xiiiv) each except as set forth on Part 2.10(g)(iv) of the Disclosure Schedule, Company and the Subsidiaries owns or otherwise hashas licenses or other permissions to use, and immediately after the Closing Effective Time, Surviving Corporation will continue have such licenses or other permissions from the licensors to haveuse, all Intellectual Property Rights in the same manner currently used and Intellectual Property needed sufficient to conduct the business of such entity Company as currently conducted, in each case in all material respects (for the avoidance of doubt, the Company’s sole representations with respect to the absence of infringement or misappropriation of Intellectual Property Rights are set forth in Section 2.101.1(a) hereof).

Ownership Free and Clear. Except as set forth in Section 2.13(c) The Acquired Companies are the sole and exclusive owners of the Disclosure Schedule, the Company and each of the Subsidiaries exclusively own all right, title and interest to and in the Company IP (other than Intellectual Property Rights exclusively licensed to any Acquired Company, as identified in Part 2.10(c) of the Disclosure Schedule), free and clear of any LiensEncumbrances (other than Permitted Encumbrances and nonexclusive licenses granted pursuant to the Contracts listed in Part 2.10(d) of the Disclosure Schedule). To the Company’s Knowledge, all modifications and derivative works of any Company IP made by any Person are exclusively owned by the Acquired Companies. Without limiting the generality of the foregoing: (i) all documents and instruments necessary to establish, perfect and maintain the rights of the Acquired Companies (or the rights any Acquired Company and the Subsidiaries wishes to acquire) in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable appropriate Governmental EntityBody; (ii) each Person who: Company Service Provider who is or was involved in the creation or development of any Company Product or of any Intellectual Property or Intellectual Property Rights for or on behalf of any Acquired Company has signed a valid and enforceable agreement with such Acquired Company containing (A) an obligation to assign all Intellectual Property Rights in any Intellectual Property, including any procedures, systems, machines, methods, processes, uses, apparatuses, compositions of matter, designs, configurations, computer programs, copyrightable material, notes, records, drawings, trade and service marks, trade dress and trade secrets of any kind, and any improvements to any of the foregoing, that was conceived or developed by the Company Service Provider during (i) his or her engagement with the Acquired Company or (ii) a six-month period following the termination of the Company Service Provider’s engagement with the Acquired Company and that (a) relates to or results from the actual or anticipated business, work, research, investigations, products, or services of the Acquired Company, or (b) results, to any extent, from use of any Acquired Company’s premises or property, (B) an automatic vesting in the Acquired Company of the copyright in any writings and other works that may be copyrighted (including computer programs) that are (i) related to the present, planned, or reasonably anticipated business of the Acquired Company and (ii) prepared by the Company Service Provider during his or her engagement with Acquired Company, to the extent such writings and other works are deemed to be works for hire as permitted by law, (C) a waiver by the Company Service Provider in any and all “moral rights” in any writings and other works under Section 2.10(g)(ii)(B), to the extent such writings or other works are not works for hire, and a present and irrevocable assignment of all right, title, and interest, including copyright, to such writings and other works considered not works for hire, (D) confidentiality provisions protecting customer or prospective customer lists and information, customer or prospective customer contact information, proposals, marketing and sales plans and forecasts, financial and accounting information, accounts receivable aging, customer payment histories and customer account activity reports, costs, contracts, pricing information, employee information and compensation, all designs, forms, manuals, policies, computer programs, computer codes (including those designed or developed by the Company Service Provider during his or her employment or engagement with the Acquired Company), data stored in computer programs, spreadsheets, memorandum regarding the Acquired Company’s business and plans, analytics, electronically stored information of all such information, and any other information that is not readily available to the public and which the Acquired Company relies on to conduct its business and to formulate its business plans and has reasonable expectations that such information shall remain confidential, as well as any Trade Secrets as defined by applicable laws. No such Company Service Provider has any obligation to any other Person with respect to such Intellectual Property, Intellectual Property Rights or Company Product; (iii) each Company Service Provider who is or was an employee involved in the creation or independent contractor development of any Company Product or of any Intellectual Property or Intellectual Property Rights for or on behalf of any Acquired Company has received any and all amounts payable to such Company Service Provider for such Company Service Provider’s services; (iv) each Acquired Company has taken commercially reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all Trade Secrets and other proprietary or confidential information pertaining to any Acquired Company, the Company IP, the Company Products or the business of the Company Acquired Companies; (v) the Acquired Companies own or otherwise have, and after the Closing (including after the completion of the transactions contemplated by the Spin-Off Agreements) will continue to have, sufficient rights in all Intellectual Property and Intellectual Property Rights needed to conduct the Retained Business as currently conducted and currently planned by the Acquired Companies to be conducted; (vi) no funding, facilities or personnel of any Governmental Body or any Subsidiaryuniversity or educational or medical institution were ever sought, and applied for, received or used or took part, directly or indirectly, to develop, research, create or exploit, in whole or in part, any Company IP or Company Product; (bvii) no Company Service Provider who is or was involved in the creation or development of any material portion of a Company Product or of any material Intellectual Property or material Intellectual Property Rights for or on behalf of any Acquired Company is subject, or was subject, at the time such Company Service Provider was providing services to any Acquired Company, to any Contract with any other Person or a SubsidiaryLegal Requirement which requires such Company Service Provider to (A) notify or report any development of Intellectual Property, has signed a valid and enforceable agreement sufficient (B) assign to irrevocably assign such any other Person any interest or other Intellectual Property Rights to the Company or Right in any of the Subsidiaries and containing confidentiality provisions protecting the Company IP or substantially in the Company’s Standard Form IP Contract for consultants (C) keep confidential any Trade Secrets, proprietary data or independent contractors, as the case may be; (iii) no Employee other business or former employer of any Employee has any claim, right or interest to or technical information embodied in any Company IP; (ivviii) to the Knowledge of the Company, no employee or independent contractor of during the period in which any Company Service Provider was developing any Company Product or any Subsidiary is Intellectual Property or Intellectual Property Rights, no such Person was (i) employed by any third party that has any rights in breach of any Contract with any former employer such Company Product, Intellectual Property or other Person concerning Intellectual Property Rights or confidentiality; (vii) to involved in any consulting relationship with any third party that has any rights in such Company Product, Intellectual Property or Intellectual Property Rights. To the Knowledge of the Company, no funding, facilities or personnel part of any Governmental Entity were used to develop Company Product, Intellectual Property or create Intellectual Property Rights that was developed by any Company IPService Provider was developed during working hours for, or on any premises, equipment, computers, electronic devices, machines or design tools of, any former or current Person to which such Company Service Provider has provided services in any capacity; (viix) each no Acquired Company has performed, nor is any Acquired Company under any obligation under any Contract to perform, any development services for any Person where the deliverables or other results of the Company and the Subsidiaries has taken reasonable steps to maintain the confidentiality of all proprietary information held such development services would be owned by such entityPerson, or purported exclusively licensed to be held by such entityPerson or where any Acquired Company has otherwise granted any ownership interest of any nature (whether exclusively, as a trade secret, including any confidential information jointly with another Person or trade secrets provided otherwise) to the Company or a Subsidiary under an obligation of confidentialitysuch Person; (viix) neither (A) no Company Service Provider has any valid basis for claiming that any Acquired Company has breached provisions of its Contracts with such Company Service Provider that could reasonably be expected to result in the Company nor loss of any Subsidiary has assigned or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person of Acquired Company’s ownership rights in any Intellectual Property Right to or Intellectual Property Rights under such Contracts; and (B) no Intellectual Property or Intellectual Property Rights owned by any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the such Company Service Provider or any Subsidiary as currently conducted;former employer of any such Company Service Provider has been incorporated into or used in the development of any Company Products; and (viiixi) neither the no Acquired Company nor any Subsidiary is currently now or has ever been a member or promoter of, or a contributor to, any industry standards body that could require or obligate the Company or any Subsidiary similar organization that requires or obligates any Acquired Company to grant or offer to any other Person any license or right to any Company IP; (ix) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xii) each of the Company and the Subsidiaries owns or otherwise has, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity as currently conducted.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the The Company and each of the Subsidiaries exclusively own all right, title and interest to and in the Company IP free and clear of any Liens. Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental Entity; (ii) each Person who: (a) who is or was an employee or independent contractor of the Company or any Subsidiary, Subsidiary or was engaged by the Company or any Subsidiary through a third party agency and (b) who is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, Subsidiary that the Company or Subsidiary has or purports to have an ownership interest in such Intellectual Property or Intellectual Property Rights has signed a valid and enforceable agreement sufficient to irrevocably assign such Intellectual Property Rights to the Company or any of the Subsidiaries and containing confidentiality provisions protecting the Company IP, with each such agreement substantially in the Company’s Standard Form IP Contract for employees (a copy of which is attached to Section 2.13(c)-A of the Disclosure Schedule) or substantially in the Company’s Standard Form IP Contract for consultants or independent contractorscontractors (a copy of which is attached to Section 2.13(c)-B of the Disclosure Schedule), as the case may be; (iii) no Employee or former employer of any Employee has any claim, right or interest to or in any Company IP; (iv) to the Knowledge of the Company, no employee or independent contractor Employee of the Company or any Subsidiary is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (v) to the Knowledge except as set forth on Section 2.13(c)(v) of the CompanyDisclosure Schedule, no funding, facilities or personnel of any Governmental Entity were used to develop or create any Company IP; (vi) each of the Company and the Subsidiaries has taken reasonable steps to maintain the confidentiality of all proprietary information held by such entity, or purported to be held by such entity, as a trade secret, including any confidential information or trade secrets provided to the Company or a Subsidiary under an obligation of confidentiality; (vii) neither the Company nor any Subsidiary has assigned or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, ownership of any Company IP to any person of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conductedSubsidiary; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor to, any industry standards body that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP, or to the Knowledge of the Company, any Intellectual Property exclusively licensed to the Company; (ix) no third party that has licensed Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained sole ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications improvements or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xiix) each of the Company and the Subsidiaries owns or otherwise has, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity as currently conducted.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the The Company and each of the Subsidiaries exclusively own owns or possesses sufficient legal rights to all right, title title, and interest to and in the Company IP IP, including, without limitation, all right, title, and interest to xxx for infringement or misappropriation of Intellectual Property Rights that are Company IP, or, with respect to exclusively licensed Company IP, has a valid and enforceable license thereto, in each case, free and clear of all Liens other than Permitted Encumbrances. There are no actions, suits, claims, or proceedings, or to the Knowledge of the Company, investigations pending (or, to the Knowledge of the Company, threatened) relating in any Liensway to the Company IP. Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights of the Company and the Subsidiaries in the Company IP that is Registered IP have been validly executed, delivered delivered, recorded and filed in a timely manner with the applicable Governmental Entity; (ii) each Person who: (a) who is or was an employee or independent contractor of the Company or any Subsidiary, and (b) who is or was involved in the creation or development of any material Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, has signed a valid and enforceable an agreement sufficient to irrevocably assign such Intellectual Property Rights to the Company or any of the Subsidiaries and containing confidentiality provisions protecting the Company IP or substantially in the Company’s Standard Form IP Contract for consultants or independent contractors, as the case may be; (iii) to the Knowledge of the Company, no Employee or former employer of any Employee has any claim, right or interest to or in any Company IP; (iv) to the Knowledge of the Company, no employee or independent contractor of the Company or any Subsidiary is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (v) to the Knowledge of the Company, no funding, facilities or personnel of any Governmental Entity Entity, university, or research facility were used to develop or create any Company IPIP purportedly owned by the Company; (vi) each of the Company and the Subsidiaries has taken reasonable steps to maintain the confidentiality of all proprietary information held by such entitythe Company, or purported to be held by such entitythe Company as Know-How, including as a trade secret, including or any confidential information or trade secrets provided to the Company or a Subsidiary under an obligation of confidentiality; (vii) neither the Company nor any Subsidiary has not assigned or otherwise transferred ownershipownership of, or agreed to assign or otherwise transfer ownershipownership of, to any person of any Intellectual Property Right to any other Person that is (and there are no existing contracts, agreements, options, commitments, proposals, bids, offers, or was at the time of assignment rights with, to, or transfer) material in any person to acquire any of the respective businesses of the Company IP or any Subsidiary as currently conductedrights therein; (viii) neither Parent nor any of its Affiliates will be subject to any covenant not to xxx or similar restrictions on its enforcement or enjoyment of the Company nor IP as a result of any Subsidiary transaction occurring prior to the Closing related to the Company IP; (ix) the Company is not currently or and has never been a member or promoter of, or a contributor to, any industry standards body or similar organization that could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP; (ixx) no third party that has licensed to the Company any Intellectual Property Rights that are included in or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained sole ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications improvements to or derivative works of such Intellectual Property made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP;; and (xi) neither to the Knowledge of the Company, the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiary; and (xii) each of the Company and the Subsidiaries owns or otherwise has, and after the Closing will continue to have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity the Company as currently conducted.

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the Company and each of the Subsidiaries The Acquired Companies exclusively own all right, title and interest to and in the Company IP free and clear of any LiensEncumbrances other than Permitted Encumbrances. Without limiting the generality of the foregoing: (i) all documents and instruments necessary to perfect the rights of the Company and the Subsidiaries Acquired Companies in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner (on or before any applicable deadline) with the applicable appropriate Governmental EntityBody; (ii) each Person who: (a) who is or was an employee or individual independent contractor of any of the Company or any Subsidiary, Acquired Companies and (b) who is or was involved in the creation or development of any material Intellectual Property Company Product or Company IP, or who is or was named as an inventor on any patent application filed or owned by any of the Acquired Companies, has signed one or more valid and enforceable agreements containing assignment of Intellectual Property Rights for the Company or a Subsidiary, has signed a valid and enforceable agreement sufficient to irrevocably assign such Intellectual Property Rights (other than moral rights that are not assignable that have been waived to the Company or extent waivable) to any of the Subsidiaries Acquired Companies and containing confidentiality provisions protecting the Company IP (other than Company IP that is available to the public through no fault of the employee or substantially individual independent contractor) (such contracts, “Personnel IP Contracts”), and performed such activities in the Company’s Standard Form IP Contract for consultants United States or independent contractors, as the case may beCanada; (iii) no Employee or former employer of any Company Employee has any claim, right (whether or not currently exercisable) or interest to or in any Company IP; (iv) to the Knowledge of the Company, no employee Company Employee or individual independent contractor of any of the Company Acquired Companies is, or any Subsidiary is has ever been, in breach of any provision of any Contract that relates to the Company IP or his or her activities with the Acquired Companies or confidentiality with any former employer or other Person concerning Intellectual Property Rights or confidentialityPerson; (v) to the Knowledge of the Companyno involvement by, no or funding, facilities or personnel of of, any Governmental Entity Body or any university or other educational institution were used to develop or create create, in whole or in part, any Company IP; (vi) each None of the Company and the Subsidiaries has taken reasonable steps to maintain the confidentiality of all proprietary information held by such entity, or purported to be held by such entity, as a trade secret, including any confidential information or trade secrets provided to the Company or a Subsidiary under an obligation of confidentiality; (vii) neither the Company nor any Subsidiary has assigned or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person of any Intellectual Property Right to any other Person that Acquired Companies is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conducted; (viii) neither the Company nor any Subsidiary is currently now or has ever been a member or promoter of, or a contributor to, any industry standards body or similar organization that could would reasonably be expected to require or obligate any of the Acquired Companies to grant or offer to any other person any license or right to any Company IP. In addition, if any Company IP were acquired by any of the Acquired Companies from a person other than an employee of or contractor to an Acquired Company, then, to the Company’s Knowledge, such Person is not now nor has ever been a member or promoter of, or a contributor to, any industry standards body or any Subsidiary similar organization that would reasonably be expected to have required or obligated such person to grant or offer to any other Person any license or right to any such Intellectual Property Rights; (vii) each of the Acquired Companies has taken reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all Company IP, all proprietary source code for Company Products and all other proprietary information held by the Acquired Companies; Part 2.9(c)(vii) of the Disclosure Schedule describes the protection procedures followed and other measures taken by the Acquired Companies to maintain such confidentiality and protect and enforce such rights; (viii) none of the Acquired Companies has assigned nor otherwise transferred ownership of, nor agreed to assign or otherwise transfer ownership of, any Intellectual Property Right, that is or was at the time material to any Acquired Company, to any other Person; (ix) no third party that Except as otherwise provided in Part 2.9(c)(ix) of the Disclosure Schedule, none of the Acquired Companies has licensed Intellectual Property Rights that are included in granted or used for the provision of Company Products or provided agreed to grant any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights Company IP to any Person in any improvementsmarket, modifications field, or derivative works made solely or jointly by the Company or any Subsidiary under such licensegeographical area; and (x) neither the Company nor any Subsidiaries has granted to any third party the right to create Acquired Companies own or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any otherwise have all Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither needed to conduct the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as businesses of the date of this AgreementAcquired Companies as currently conducted, an employee of currently planned (as reflected on any forecasts or product roadmaps) by the Company Acquired Companies to be conducted in the twenty-four (24) months following the Closing, or required to be conducted by the Acquired Companies under any Subsidiary; and (xii) Contract, including, in each of the Company and the Subsidiaries owns or otherwise has, and after the Closing will continue to havecase, all Intellectual Property Rights and Intellectual Property needed to conduct for the business use, licensing or distribution of such entity as currently conducted.all Company

Ownership Free and Clear. Except as set forth in Section 2.13(c) of the Disclosure Schedule, the The Company and each of the Subsidiaries exclusively own owns all right, title and interest to and in the Company IP (other than Intellectual Property Rights licensed to the Company) free and clear of any LiensEncumbrances (other than licenses granted pursuant to Company IP Form Contracts, the Contracts listed in Part 2.10(c) of the Disclosure Schedule, and other than the Company Material Contracts described in Section 2.11(a) hereof). Without limiting the generality of the foregoing: (i) all documents and instruments necessary to establish, perfect and maintain the rights of the Company and the Subsidiaries in the Company IP that is Registered IP owned by the Company, including invention assignments and other assignments of Intellectual Property Rights (collectively, “Company-Owned IP”) have been validly executed, delivered delivered, filed, and filed recorded in a timely manner with the applicable appropriate Governmental EntityBody for Company Registered IP; (ii) each Person who: (a) is or was an employee or independent contractor of the Company or any Subsidiary, has taken reasonable steps to maintain the confidentiality of and (b) is or was involved otherwise protect and enforce its rights in the creation or development of any material Intellectual Property or Intellectual Property Rights for the Company or a Subsidiary, has signed a valid and enforceable agreement sufficient to irrevocably assign such Intellectual Property Rights all proprietary information pertaining to the Company or any of the Subsidiaries and containing confidentiality provisions protecting the Company IP or substantially in the Company’s Standard Form IP Contract for consultants or independent contractors, as the case may be; (iii) no Employee or former employer of any Employee has any claim, right or interest to or except as set forth in any Company IP; (ivPart 2.10(f)(iii) to the Knowledge of the Company, no employee or independent contractor of the Company or any Subsidiary is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality; (v) to the Knowledge of the CompanyDisclosure Schedule, no funding, facilities or personnel of any Governmental Entity Body were used used, directly or indirectly, to develop or create create, in whole or in part, any Company-Owned IP and, to Knowledge of the Company, no current or former employee, consultant or independent contractor of the Company IPwho was involved in, or contributed to, the creation or development of any Company-Owned IP performed services for any Governmental Body, at the same time during which such employee, consultant or independent contractor was also performing services for the Company; (viiv) each except as set forth in Part 2.10(c) (or excluded from disclosure pursuant to Section 2.10(c) above) or Part 2.10(f)(iv) of the Company and the Subsidiaries has taken reasonable steps to maintain the confidentiality of all proprietary information held by such entityDisclosure Schedule, or purported to be held by such entity, as a trade secret, including any confidential information or trade secrets provided to the Company or a Subsidiary under an obligation of confidentiality; (vii) have neither the Company assigned nor any Subsidiary has assigned or otherwise transferred ownership, or agreed to assign or otherwise transfer ownership, to any person of any Intellectual Property Right to any other Person that is (or was at the time of assignment or transfer) material to any of the respective businesses of the Company or any Subsidiary as currently conducted; (viii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor to, any industry standards body that could require or obligate the Company or any Subsidiary to grant or offer to any other Person granted any license or right other rights to the Company-Owned IP and is under no obligation to grant any Company IP; (ix) no third party that has licensed Intellectual Property Rights that are included in such assignment, license or used for the provision of Company Products or provided any Intellectual Property that is included in or used for the provision of Company Products, has retained ownership of or has retained exclusive license to rights under any Intellectual Property Rights in any improvements, modifications or derivative works made solely or jointly by the Company or any Subsidiary under such license (x) neither the Company nor any Subsidiaries has granted to any third party the right to create or prepare any improvements, modifications or derivative works of any Company IP, and no third party owns any Intellectual Property Rights in any improvements, modifications or derivative works of any Company IP; (xi) neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Company Software to any escrow agent or other Person who is not, as of the date of this Agreement, an employee of the Company or any Subsidiaryparty; and (xiiv) each of the Company and the Subsidiaries owns or otherwise has, and after the Closing the Surviving Corporation will continue to own or otherwise have, all Intellectual Property Rights and Intellectual Property needed to conduct the business of such entity the Company as currently conducted and, to the Knowledge of the Company, all Intellectual Property Rights needed to conduct the business of the Company as currently planned by the Company to be conducted.