Common use of Patents and Trademarks Clause in Contracts

Patents and Trademarks. The Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of business. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related Agreements, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated.

Patents and Trademarks. The Company owns or possesses sufficient legal rights has the right, or prior to the Closing will own or have the right, to use, free and clear of all, charges, claims and restrictions, all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information licenses and other proprietary rights and processes necessary for to its business as now conducted (intellectual property rights), and as presently proposed is not, to be conductedthe best of its knowledge, without infringing upon or otherwise acting adversely to the right or claimed right of any known infringement person under or with respect to any of the rights of othersforegoing. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any written communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patentspatent, trademarkstrademark, service marksxxxx, trade namesname, copyrights copyright or trade secrets secret or other proprietary rights right of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of such employee's best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated.

Patents and Trademarks. The Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessproducts. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees or consultants is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their his or her duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated. The Company does not believe that it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees or consultants made prior to their employment or engagement by the Company, except for inventions, trade secrets or proprietary information that have been assigned to or licensed by the Company.

Patents and Trademarks. The Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes which constitutes sufficient legal rights necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor The Company is the Company not bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase or sale of "off the shelf" or standard products except or as arose in the ordinary course Ordinary Course of businessBusiness. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreementContract, or subject to any judgment, decree or order of any court or administrative agencyorder, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledgeKnowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument Contract under which any employee is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company, except for inventions, trade secrets or proprietary information that have been assigned to the Company.

Patents and Trademarks. The To its knowledge, the Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessproducts. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of or any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related Agreements, nor the carrying on of the Company's business by the employees of the Company, nor the . The conduct of the Company's business as presently proposed, willwill not, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company, except for inventions, trade secrets or proprietary information that have been assigned to the Company.

Patents and Trademarks. The To its knowledge, the Company owns or ---------------------- possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known conflict with, or infringement of of, the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or copyrights, trade secrets or other proprietary rights or processes of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of such employee's best efforts to promote the interest of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor or delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the best of the Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any material contract, covenant or instrument under which any such employee is now obligated. The Company does not believe it is or will be necessary to use any inventions of any of its employees (or persons it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes listed on Schedule 3.11 attached hereto and incorporated herein by this reference, which constitutes sufficient legal rights necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor The Company is the Company not bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase or sale of "off the shelf" or standard products except or as arose in the ordinary course Ordinary Course of businessBusiness. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreementContract, or subject to any judgment, decree or order of any court or administrative agencyorder, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledgeKnowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument Contract under which any employee is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company, except for inventions, trade secrets or proprietary information that have been assigned to the Company.

Patents and Trademarks. The Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessproducts. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company, except for inventions, trade secrets or proprietary information that have been assigned to the Company.

Patents and Trademarks. The Company owns has sufficient title to and ownership of or possesses sufficient legal rights to or is in the process of acquiring the rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and and, to its knowledge, as presently proposed to be conducted. A true and complete list of such intellectual property is set forth on Schedule 3.16 hereto (the “Company IP”). To the Company’s knowledge, without any known infringement of the Company IP does not conflict with or infringe upon the rights of othersany other person or entity. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the The Company bound by or a party to has not entered into any options, licenses licenses, sublicenses or entered into any agreements of any kind with respect to any of the patentsintellectual property owned by, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information licensed to or otherwise controlled by the Company and other proprietary rights and processes has not encumbered the intellectual property of the Company in any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessway. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of such employee’s best efforts to promote the interests of the Company or that would conflict with the Company's ’s business as presently now conducted or as proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsInvestor Rights Agreement, nor the carrying on of the Company's ’s business by the employees of the Company, nor the conduct of the Company's ’s business as presently proposed, will, to the Company's ’s knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is of such employees are now obligated. The Company does not believe it will be necessary to utilize any inventions of any of the Company’s employees (or people it currently intends to hire) made prior to their employment by the Company which are not currently licensed to or owned by the Company.

Patents and Trademarks. The To its knowledge (but without having ---------------------- conducted any special investigation or patent or trademark search), the Company owns has sufficient title and ownership of or possesses sufficient legal rights licenses to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known conflict with or infringement of the rights of others, except for such items as have yet to be conceived or developed or that are expected to be available for licensing on reasonable terms from third parties. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except entity, except, in the ordinary course of businesseither case, for end-user, object code, internal-use software license and support/maintenance agreements. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsInvestors' Rights Agreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to or outside the scope of their employment by the Company.

Patents and Trademarks. The Except as set forth in Schedule 3.11, the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business their respective businesses as now conducted and as presently currently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is Neither the Company bound by or a party to nor any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of business. The Company its Subsidiaries has not received any communications alleging that the Company it has violated or, by conducting its business as presently currently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets secrets, licenses, information or other proprietary rights and processes of any other person or entity. The Neither the Company nor any of its Subsidiaries is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or any of its Subsidiaries or that would conflict with the Company's or any of its Subsidiaries' business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's or any of its Subsidiaries' business by the employees of the CompanyCompany or its Subsidiaries, nor the conduct of the Company's or any of its Subsidiaries' business as presently currently proposed, will, to the Company's knowledge, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated. Neither the Company nor any of its Subsidiaries believes it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company or any of its Subsidiaries, except for inventions, trade secrets or proprietary information that have been assigned to the Company or any of its Subsidiaries.

Patents and Trademarks. The SEC Documents disclose all ----------------------- material information pertaining to all patents, registered trademarks and trade names, and pending applications therefor, owned by the Company, except as set forth on Schedule 2.09(a). The Company owns or possesses sufficient legal rights to has title and ownership of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for process material to its business as now conducted and as presently proposed without, to be conductedthe best of the Company's knowledge, without any known conflict with or infringement of the rights of others. There are no outstanding Except as included in the SEC Documents and as set forth on Schedule 2.09(b), the Company is not party to and has not granted any options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and or processes of any other person or entity other than such licenses or agreements arising from entity. Except as set forth on schedule 2.09(c), the purchase of "off the shelf" or standard products except in the ordinary course of business. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any To the Company's knowledge, none of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere in any material respect with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated.

Patents and Trademarks. The Company owns or possesses has sufficient legal rights to title and ---------------------- ownership of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and and, to the best of its knowledge, as presently proposed to be conducted, conducted without any known conflict with or infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor The Company is the Company not bound by or nor a party to any optionsoption, licenses license or agreements agreement of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from entity, which would be material to the purchase Company's business as conducted or, to the best of "off the shelf" or standard products except in the ordinary course of businessCompany's knowledge, as proposed to be conducted. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's Company s business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The Company owns or possesses has sufficient legal rights to title and ownership of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known conflict with or infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, after due inquiry, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated, which conflict, breach or default would be materially adverse to the Company. It is not and it will not be necessary for the Company to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, domain names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known conflict with, or infringement of of, the rights of others, which conflict or infringement would have a material adverse effect on the assets, condition or affairs of the Company, financially or otherwise. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or copyrights, trade secrets or other proprietary rights or processes of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of such employee's best efforts to promote the interest of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor or delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any material contract, covenant or instrument under which any such employee is now obligated. The Company does not believe it is or will be necessary to use any inventions of any of its employees (or persons it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The Company owns or possesses sufficient ----------------------- legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information information, and other proprietary rights and processes presently used by the Company in its business (the "CuraGen Intellectual Property Rights"). To the best knowledge of the Company, the CuraGen Intellectual Property Rights are the only intellectual property rights necessary for its business as now conducted and as presently proposed to be conductedconducted and, without any known infringement to the best knowledge of the Company, do not conflict with, or infringe the rights of others. There The Company has provided to Purchaser a complete list of patents and pending patent applications of the Company. Except for agreements with its own employees or consultants, substantially in the form referenced in paragraph 4.18 below, there are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses licenses, or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information information, and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or copyrights, trade secrets secrets, or other proprietary rights or processes of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants covenants, or commitments of any nature) or other agreement, or subject to any judgment, decree decree, or order of any court or administrative agency, that would interfere with their duties the use of such employee's best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the best of the Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any material contract, covenant covenant, or instrument under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary to use any inventions of any of its employees (or persons it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The Company owns or possesses has sufficient legal rights to title ---------------------- and ownership of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of business. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entityentity nor is the Company aware of any third party that us infringing or violating any such rights of the Company. The Company is not aware that any To the best knowledge of its the Company, none of the Company's employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict in any manner with the Company's business as presently proposed to be conductedbusiness. Neither the execution nor delivery of this Agreement or any of the Related Affiliated Agreements, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not and will not need to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company that have not previously been fully and exclusively assigned to the Company without restrictions, the presence of which would result in a material adverse effect on the ability of the Company to carry on its business as presently conducted or proposed to be conducted.

Patents and Trademarks. The To its knowledge, the Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade namestradenames, copyrights, trade secrets, licenses, information and other proprietary rights and processes and, to its knowledge, all patent rights necessary for its business as now conducted and as presently proposed to be conducted, without any known conflict with, or infringement of of, the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marksservicemarks, trade namestradenames, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposedproposed to be conducted in the Business Plan (as defined in Section 2.12), would violate any of the material patents, trademarks, service marks, trade namestradenames, copyrights or copyrights, trade secrets or other proprietary rights or processes of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of such employee's best efforts to promote the interest of the Company or that would conflict with the Company's business as presently proposed to be conductedconducted in the Business Plan. Neither the execution nor or delivery of this Agreement or the Related Agreementsagreements, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposedproposed in the Business Plan, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any material contract, covenant or instrument under which any such employee is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of (i) idealab! and (ii) any of the Company's employees or people it currently intends to hire made prior to or outside the scope of their employment by the Company. No employee of idealab! has developed any technology which constitutes a material portion of any of the Company's products, and, to the best of the Company's knowledge, no current or former stockholder, employee, officer, director or consultant of the Company has (directly or indirectly) any right, title or interest in any intellectual property necessary for the operation of the business of the Company as presently conducted or as proposed to be conducted in the Business Plan.

Patents and Trademarks. The Company owns or possesses has sufficient legal rights to title and ownership of ---------------------- all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights rights, and processes (collectively, "Intellectual Property") necessary for its business businesses as now conducted and as presently proposed to be conducted, without any known conflict with or infringement of the rights of others. The Intellectual Property owned by the Company is listed in the Disclosure Schedules. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoingIntellectual Property, nor is the Company bound by or a party to any options, licenses licenses, or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes Intellectual Property of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company it has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights Intellectual Property of any other person or entity. The Company is not aware that any of its the Company's employees is obligated under any contract (including licenses, covenants covenants, or commitments of any nature) or other agreement, or subject to any judgment, decree decree, or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor or delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Companyits employees, nor the conduct of the Company's business as presently proposed, will, to the best of the Seller's and Company's ' knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant covenant, or instrument under which any employee of such employees is now obligated. The Company does believe that it is or will be necessary to utilize any inventions of any of the Company's employees (or people it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The To the best of its knowledge, the Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessproducts. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company, except for inventions, trade secrets or proprietary information that have been assigned to the Company.

Patents and Trademarks. The Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. The Company owns or possesses sufficient legal rights to all patents necessary for its business as now conducted and as proposed to be conducted, without any infringement of the rights of others of which the Company is aware. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by by, or is a party to to, any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessproducts. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company, except for inventions, trade secrets or proprietary information that have been duly assigned to the Company.

Patents and Trademarks. The Company owns or possesses has sufficient legal rights title and ---------------------- interest in and to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known conflict with or infringement of the rights of others. The Schedule of Exceptions contains a complete list of patents and pending patent applications of the Company. The Company is not aware of any patents, trademarks, service marks, trade names, copyrights, trade secrets, information, proprietary rights and processes for which it would need to obtain title and interest in and to for its business as now conducted and as proposed to be conducted. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposedproposed to be conducted in the Business Plan, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related Agreements, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated.

Patents and Trademarks. The Company owns and possesses or possesses sufficient legal rights to is ---------------------- licensed under all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known conflict with or infringement of the rights of others. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoingCompany's intellectual property rights, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposedproposed to be conducted, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement, the Investor Rights Agreement, the Co-Sale Agreement or the Related Agreements, Voting Agreement nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, Company will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The Company owns has sufficient title and ---------------------- ownership of or possesses sufficient legal rights licenses to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known violation or infringement of the rights of others, except for such items as have yet to be conceived or developed or that are expected to be available for licensing on reasonable terms from third parties. The Company has no patents or pending patent applications. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related Ancillary Agreements, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the best of the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not believe it is necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to or outside the scope of their employment by the Company. To the best knowledge of the Company, all data, information, ideas, concepts, know-how and materials that the Company treats as trade secrets, and all other confidential information and intellectual property rights of the Company, are not part of the public domain or knowledge, nor, to the best knowledge of the Company, have they been used, divulged or appropriated for the benefit of any person other than the Company or otherwise to the detriment of the Company.

Patents and Trademarks. The To its knowledge, the Company owns and its subsidiaries have sufficient title, ownership or possesses sufficient legal rights the right to use of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information proprietary rights, processes, and other proprietary rights and processes patents in the United States, necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known conflict with or infringement of the rights of others. There Except as set forth on Schedule 3.14, there are no material outstanding options, licenses licenses, or agreements of any kind relating to the foregoingforegoing between the Company or any of its subsidiaries and any third party, nor is the Company or any of its subsidiaries bound by or a party to any material options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company or any of its subsidiaries has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business as presently conducted by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledgeknowledge after due inquiry, conflict with or will result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees or consultants is now obligated.

Patents and Trademarks. The Company owns or possesses sufficient legal rights to all material patents, trademarks, service marksservicemarks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without conducted and to the best of its knowledge does not conflict with or infringe any known infringement of the rights of othersothers with respect to any of the foregoing. The Schedule of Exceptions contains a complete list of patents and pending patent applications of the Company. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or copyrights, trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its it employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of such employee's best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related Agreements, any Ancillary Agreement nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, will 12 conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument known to the Company under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary to use any inventions of any of its employees (or persons it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The To its knowledge, the Company owns or possesses sufficient legal rights to all material patents, trademarks, service marksservicemarks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known conflict with or infringement of the rights of others. There Except as set forth on the Schedule of Exceptions, there are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or copyrights, trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of such employee's best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement, the Rights Agreement or the Related AgreementsCo-Sale Agreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a material default under, any material contract, covenant or instrument under which any employee of such employees is now obligated.

Patents and Trademarks. The Company owns and its Subsidiaries have sufficient title and ownership of (or possesses sufficient legal rights under license agreements to use) all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes ("Intellectual Property") necessary for its business as now conducted and as presently proposed the conduct of their businesses in the ordinary course. Other than the security interest granted to be conducted, without any known infringement Argyle Capital Management Corporation in all of the rights of others. There Corporation's Collateral (as such term is defined in the Security Agreement and the security interest granted to the Lenders), there are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and or processes of any other person Person. A list of all patents, trademarks, service marks, trade names and copyrights owned by the Company or entity other than such licenses or agreements arising from any of its Subsidiaries is set forth on Schedule 4.9(a). Except as set forth on Schedule 4.9(b), since January 1, 1997, the purchase of "off the shelf" or standard products except in the ordinary course of business. The Company has not received any written or oral communications alleging that the Company or any of its Subsidiaries has violated or, by conducting its business as presently proposed, would violate any of the material patentspatents (including pending patent applications), trademarks, service marks, trade names, copyrights or copyrights, trade secrets or other secrets, proprietary rights or processes of any other person or entityPerson, nor is the Company aware of any such violations. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) infringements or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related Agreements, nor the carrying on threatened infringements of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligatedIntellectual Property.

Patents and Trademarks. The Company owns or possesses has sufficient legal rights to title and ownership of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted as set forth in the business plan delivered to Investor without any known conflict with or infringement of the rights of others. The patents, patent applications, trademarks, service marks, trade names and copyrights owned by the Company and that the Company has rights to use are set forth on the Schedule of Exceptions. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposedproposed in the business plan delivered to Investor, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conductedconducted as set forth in the business plan delivered to Investor. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposedproposed in the business plan delivered to Investor, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There Except for a pending agreement between the Company and Boreas Research Corporation for the purchase of a technology license, there are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of business. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Except for entities under common control with the Company, the Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor the delivery of this Agreement or the Related Agreements, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated.

Patents and Trademarks. The As of the Closing, the Company owns has or possesses will have sufficient legal rights to title and ownership of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known conflict with or infringement of the rights of others. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The Each of the Company and each of its Subsidiaries owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesand, to the Company's Knowledge, information and other proprietary rights rights, patents and processes necessary for its business as now conducted and as presently proposed to be conducted, without any infringement known infringement to it of the rights of others. There are no The Company is not a party to any material outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses to the Company or agreements its Subsidiaries (i) arising from the purchase by any of them of "off the shelf" or standard products except in or (ii) that are not material to the ordinary course business now conducted by the Company or any of businessits Subsidiaries. The Neither the Company nor any of its Subsidiaries has not received any written communications alleging that the Company or any of its Subsidiaries has violated or, by conducting its business as presently currently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entityPerson. The Neither the Company nor any of its Subsidiaries is not aware that any of its employees Key Employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conductedany of its Subsidiaries. Neither the execution nor delivery of this Agreement or the Related Agreements, nor the carrying on of the Company's business by the employees of the Company, nor the The conduct of the Company's and each of its Subsidiary's business as presently proposedcurrently conducted, willdoes not, to the Company's knowledgeKnowledge of the Company or any of its Subsidiaries, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated. Neither the Company nor any of its Subsidiaries believes it is or will be necessary to utilize any inventions, trade secrets or proprietary information developed or acquired by any of its employees in the conduct of the Company's or any of its Subsidiary's business prior to their employment by the Company or any of its Subsidiaries, except for inventions, trade secrets or proprietary information that have been assigned to the Company or any of its Subsidiaries.

Patents and Trademarks. The Company owns has sufficient title and ---------------------- ownership of or possesses sufficient legal rights licenses to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known violation or infringement of the rights of others, except for such items as have yet to be conceived or developed or that are expected to be available for licensing on reasonable terms from third parties. The Company has no patents or pending patent applications. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAmended and Restated Investors' Rights Agreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the best of the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not believe it is necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to or outside the scope of their employment by the Company. To the best knowledge of the Company, all data, information, ideas, concepts, know-how and materials that the Company treats as trade secrets, and all other confidential information and intellectual property rights of the Company, are not part of the public domain or knowledge, nor, to the best knowledge of the Company, have they been used, divulged or appropriated for the benefit of any person other than the Company or otherwise to the detriment of the Company.

Patents and Trademarks. The To the best of its knowledge, the Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary intellectual property, software and maskwork rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known conflict with, or infringement of of, the rights of others. There Schedule 6.23 contains a complete list of patents, pending patent applications and registered trademarks of the Company. Except for agreements with its own employees or consultants, substantially in the form referred to in Section 6.26 below, there are no outstanding options, licenses licenses, grants of interest or agreements of any kind relating to the foregoing, nor is and the Company is not bound by or a party to any options, licenses licenses, grants of interest or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary intellectual property, software and maskwork rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging or otherwise suggesting that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or copyrights, trade secrets or other proprietary rights or processes of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, agreement or subject to any judgment, decree or order of any court or administrative agency, agency that would interfere with their duties the use of such employee's best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither To the best of the Company's knowledge, neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, Company nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, proposed will conflict with or result in a breach of the terms, conditions or provisions of, of or constitute a default under, under any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary to use any inventions or other items of intellectual property, including without limitation software and maskworks, of any of its employees (or persons it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The Company owns or possesses has sufficient legal rights to title and ownership of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes Intellectual Property Rights necessary for its business as now conducted and as presently proposed to be conducted, without any known conflict with or infringement of the rights of others. There Section 2.9 of the Schedule of Exceptions contains a complete list of all Intellectual Property Rights held or made by the Company. Except as disclosed in Section 2.9 of the Schedule of Exceptions: (a) there are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses licenses, or material agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes Intellectual Property Rights of any other person or entity other than such licenses or agreements arising from Person; (b) the purchase of "off the shelf" or standard products except in the ordinary course of business. The Company has not received any communications or claims alleging that the Company has violated or, by conducting its business as presently proposed, would violate violate, any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights Intellectual Property Rights of any other person or entity. The Person; (c) the Company is not aware that any of its employees is obligated under any contract (including licenses, covenants covenants, or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with their duties the use of such employee's best efforts to promote the interests of the Company or that would materially conflict with the Company's business as presently proposed to be conducted. Neither ; (d) neither the execution nor and delivery of this Agreement or the Related AgreementsTransaction Documents, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently currently proposed, will, to the Company's knowledge, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated; and (e) the Company does not believe that it presently is or that it will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The To the best of its knowledge, after taking into account the purchase by the Company of certain assets under this Agreement, the Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessproducts. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, proposed would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of of, any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsInvestor Rights Agreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, contract covenant or instrument under which any employee is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, made secrets or proprietary information of any of its employees made prior to their employment by the Company, except for inventions, trade secrets or proprietary information that have been assigned to the Company.

Patents and Trademarks. The To the best of its knowledge the Company owns has sufficient title and ownership of, or possesses sufficient legal rights to licenses to, all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted as described in the Business Plan without any known conflict with or infringement of the rights of others. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsInvestors' Rights Agreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the best of the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any of such employee is now obligated. The Company does not believe it is, or will, be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to or outside the scope of their employment by the Company.

Patents and Trademarks. The Company owns or possesses sufficient legal has rights to all material patents, trademarks, service marks, use such trade names, copyrights, trade secrets, licensesinformation, information and other proprietary patents, trademarks, service marks, rights and processes (including all applications therefor) as are necessary for its business as now conducted and as presently proposed to be conducted, without any known conflict with or infringement of the rights of others, except where any such conflict or infringement could not reasonably be expected to have a material adverse effect on the Company. There Except as set forth on Schedule 3.17 hereto, there are no outstanding material options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any material options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently now conducted or proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently now conducted or proposed to be conducted. Neither To the execution nor delivery best of this Agreement or the Related Agreements, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with no person or result in a breach entity is infringing or threatening to infringe the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of the termsCompany. All employees, conditions officers, directors and consultants, other than those employees or provisions ofconsultants who are not privy to any of the Company's confidential information, or constitute a default under, are bound by confidentiality and assignment of intellectual property and technology agreements and such agreements and obligations do not confer on any material contract, covenant or instrument under which such person any employee is now obligatedrights of the intellectual property of the Company.

Patents and Trademarks. The Company owns or possesses Purchaser has sufficient legal rights to title and ownership of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights rights, and processes necessary for its business as now conducted and as presently proposed to be conducted, (collectively “Intellectual Property Rights”) without any known conflict with or infringement of the rights of others. There are no outstanding options, licenses The Purchaser has not received any communications or agreements of any kind relating to the foregoingclaims alleging, nor is do the Company bound Parent or Purchaser have reason to believe, that the Purchaser has violated or, by or a party to conducting its business as proposed, would violate, any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of business. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights or processes of any other person or entity. The Company Neither the Parent, nor the Purchaser is not aware that any of its employees the employees, agents or contractors of the Purchaser is obligated under any contract (including licenses, covenants covenants, or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of such employee’s best efforts to promote the Company interests of the Purchaser or that would conflict with the Company's Purchaser’s business as presently conducted or as proposed to be conducted. Neither the Parent nor the Purchaser is aware of any violations or infringement by a third party of any of the Purchaser’s Intellectual Property Rights. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the CompanyPurchaser’s business, nor the conduct of the Company's Purchaser’s business as presently proposed, proposed will, to the CompanyParent’s and/or Purchaser's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which the Purchaser or any employee of such employees is now obligated.

Patents and Trademarks. The Company Corporation owns or possesses sufficient legal has rights to all material patents, trademarks, service marks, use such trade names, copyrights, trade secrets, licensesinformation, information and other proprietary patents, trademarks, service marks, rights and processes (including all applications therefor) as are necessary for its business as now conducted and as presently proposed to be conducted, without any known conflict with or infringement of the rights of others, except where any such conflict or infringement could not reasonably be expected to have a Material Adverse Effect. There Except as set forth on Schedule 3.17 hereto, there are no outstanding material options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company Corporation bound by or a party to any material options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company Corporation has not received any communications alleging that the Company Corporation has violated or, by conducting its business as presently now conducted or proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company Corporation is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the Company interests of the Corporation or that would conflict with the CompanyCorporation's business as presently now conducted or proposed to be conducted. Neither To the execution nor delivery of this Agreement or the Related Agreements, nor the carrying on best of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the CompanyCorporation's knowledge, conflict with no person or result in a breach entity is infringing or threatening to infringe the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of the termsCorporation. All employees, conditions officers, directors and consultants, other than those employees or provisions ofconsultants who are not privy to any of the Corporation's confidential information, or constitute a default under, are bound by confidentiality and assignment of intellectual property and technology agreements and such agreements and obligations do not confer on any material contract, covenant or instrument under which such person any employee is now obligatedrights of the intellectual property of the Corporation.

Patents and Trademarks. The To its knowledge, the Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding optionsany patents, licenses trademarks or agreements service marks of any kind relating to the foregoing, nor is the Company bound by or a third party to and without any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes infringement of any other person or entity other third party intellectual property rights. Other than such licenses or agreements arising for communications from Tumbleweed, the purchase of "off the shelf" or standard products except in the ordinary course of business. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity, nor does the Company know of any basis for such claim. The Company is not aware of any infringement or violation by a third party of any of the Company's patents, trademarks, service marks, trade names, copyrights, trade secrets or other proprietary rights. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery The Company does not believe it is or will be necessary to utilize any inventions of this Agreement any of its employees (or the Related Agreements, nor the carrying on of the Company's business people it currently intends to hire) made prior to their employment by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, except for inventions that have been assigned to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated.

Patents and Trademarks. The To its knowledge, the Company owns and its subsidiary have sufficient title, ownership or possesses sufficient legal rights the right to use of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information proprietary rights, processes, and other proprietary rights and processes patents in the United States, necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known conflict with or infringement of the rights of others. There Except as set forth on Schedule 5.17, there are no material outstanding options, licenses licenses, or agreements of any kind relating to the foregoingforegoing between the Company or its subsidiary and any third party, nor is the Company or its subsidiary bound by or a party to any material options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company or its subsidiary has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business as presently conducted by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledgeknowledge after due inquiry, conflict with or will result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees or consultants is now obligated.

Patents and Trademarks. The Company owns and its Subsidiaries have sufficient title and ownership of (or possesses sufficient legal rights under license agreements to use) all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes ("Intellectual Property") necessary for its business as now conducted and as presently proposed the conduct of their businesses in the ordinary course. Other than the security interest granted to be conducted, without any known infringement Argyle Capital Management Corporation in all of the rights of others. There Corporation's Collateral (as such term is defined in the Security Agreement and the security interest granted to the Lenders), there are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company or any of its Subsidiaries bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and or processes of any other person Person. A list of all patents, trademarks, service marks, trade names and copyrights owned by the Company or entity other than such licenses or agreements arising from any of its Subsidiaries is set forth on Schedule 4.9(a). Except as set forth on Schedule 4.9(b), since January 1, 1998, the purchase of "off the shelf" or standard products except in the ordinary course of business. The Company has not received any written or oral communications alleging that the Company or any of its Subsidiaries has violated or, by conducting its business as presently proposed, would violate any of the material patentspatents (including pending patent applications), trademarks, service marks, trade names, copyrights or copyrights, trade secrets or other secrets, proprietary rights or processes of any other person or entityPerson, nor is the Company aware of any such violations. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) infringements or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related Agreements, nor the carrying on threatened infringements of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligatedIntellectual Property.

Patents and Trademarks. Schedule 3.4 includes a list of all patents, patent applications, registered copyrights and trademarks of the Company existing as of the date hereof. The Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement and such conduct of its business does not, to the Company's knowledge, infringe upon the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity third party which are necessary to the operation of the Company's products, other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessproducts. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company, except for inventions, trade secrets or proprietary information that have been assigned to the Company.

Patents and Trademarks. The To its knowledge, the Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessproducts. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity, nor, to the Company's knowledge, is there a reasonable basis therefor. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of or any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related Agreements, nor the carrying on of the Company's business by the employees of the Company, nor the . The conduct of the Company's business as presently proposed, willwill not, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated.. The Company does not

Patents and Trademarks. The Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conductedconducted without, without any known to the best of the Company's knowledge, conflict with, or infringement of the rights of of, others. There Except for agreements with its own employees or consultants, substantially in the form referenced in Section 2.18 below, there are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or copyrights, trade secrets or other proprietary rights or processes of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of such employee's best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the best of the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary to use any inventions of any of its employees (or persons it currently intends to hire) made prior to their employment by the Company, other than those which have been assigned to the Company.

Patents and Trademarks. The To the best of its knowledge the Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessproducts. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated.

Patents and Trademarks. The Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessproducts. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of or any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related Agreements, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company, except for inventions, trade secrets or proprietary information that have been assigned to the Company.

Patents and Trademarks. The To the best of its knowledge, the Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its the Company's business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. The Schedule of Exceptions contains a complete list of the patents and pending patent applications of the Company. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, foregoing nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessproducts. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related Agreements, Agreements nor the carrying on of the Company's business by the employees of the Company, Company nor the conduct of the Company's business as presently proposed, proposed will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, of or constitute a default under, under any material contract, covenant or instrument under which any employee is now obligated.. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its

Patents and Trademarks. The Except as set forth in the Memorandum, as of the Closing, the Company owns has or possesses will have sufficient legal rights to title and ownership of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted in the Memorandum without any known conflict with or infringement of the rights of others. There Except as set forth in the Memorandum, there are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is are obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his best efforts to promote the interests of the Company or 10 that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The To the best of the Company's knowledge, the Company owns has sufficient title and ownership of or possesses sufficient legal rights to all material patents, trademarks, service marks, use such trade names, copyrights, trade secrets, licensesinformation, information and other proprietary patents, trademarks, service marks, rights and processes (including all applications therefor) as are necessary for its business as now conducted and as presently proposed to be conducted, without any known conflict with or infringement of the rights of others. There Except as set forth in the exhibit list to the Company's 1997 Form 10-K, there are no outstanding material options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any material options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently now conducted or proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently now conducted or proposed to be conducted. Neither To the execution nor delivery best of this Agreement or the Related Agreements, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with no person or result in a breach entity is infringing or threatening to infringe the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of the termsCompany. All employees, conditions or provisions ofofficers and directors, or constitute a default underother than those employees who are not privy to any of the Company's confidential information, are bound by confidentiality and assignment of intellectual property and technology agreements and such agreements and obligations do not confer on any material contract, covenant or instrument under which such person any employee is now obligatedrights of the intellectual property of the Company.

Patents and Trademarks. The To the best of its knowledge, the Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information information, and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known conflict with, or infringement of the rights of of, others. There Except as disclosed in the Company Disclosure Documents and except for agreements with its own employees or consultants, and standard end-user license agreements, there are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses licenses, or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information information, and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or copyrights, trade secrets secrets, or other proprietary rights of or processes or any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants covenants, or commitments of any nature) or other agreement, or subject to any judgment, decree decree, or order of any court or administrative agency, that would interfere with their duties the use of such employee's best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the best of the Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any material contract, covenant covenant, or instrument under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary to use any inventions of any of its employees (or persons it currently intends to hire) made prior to their employment by the Company except for such inventions as to which the Company has obtained all necessary rights to do so.

Patents and Trademarks. The Company owns or possesses has sufficient legal rights to title and ---------------------- ownership of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted as described in the Memorandum without any known conflict with or infringement of the rights of others. There Except as disclosed in the Memorandum, there are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from entity. Except as set forth on the purchase of "off Company Disclosure Schedule, the shelf" or standard products except in the ordinary course of business. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposedproposed in the Memorandum, will, to the Company's knowledge, conflict with or result in a material breach of the terms, conditions conditions, or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information information, and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known conflict with, or infringement of the rights of of, others. There Except for agreements with its own employees or consultants and standard end-user license agreements, if any, there are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses licenses, or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information information, and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or copyrights, trade secrets secrets, or other proprietary rights or processes of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants covenants, or commitments of any nature) or other agreement, or subject to any judgment, decree decree, or order of any court or administrative agency, that would interfere with their duties the use of such employee's best efforts to promote the interests of Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any material contract, covenant covenant, or instrument under which any employee of such employees is now obligated. Company does not believe it is or will be necessary to use any inventions of any of its employees (or persons it currently intends to hire) made prior to their employment by Company. Each independent contractor, employee and/or officer of Company who or which has contributed to the development of the Computer Software has executed proprietary information/confidentiality agreements.

Patents and Trademarks. The To the best of its knowledge, the Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessproducts. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposedproposed in the SEC Documents (as hereafter defined), would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conductedconducted in the SEC Documents (as hereafter defined). Neither the execution nor delivery The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of this Agreement or the Related Agreements, nor the carrying on any of the Company's business its employees made prior to their employment by the employees of the Company, nor the conduct of the Company's business as presently proposedexcept for inventions, will, trade secrets or proprietary information that have been assigned to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated.

Patents and Trademarks. The Company owns or possesses sufficient legal rights right to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information information, and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conductedconducted without, without to the best of the Company's knowledge, any known conflict with, or infringement of the rights of of, others. There The Schedule of Exceptions contains a complete list of patents and pending applications of the Company. Except as set forth in the Schedule of Exceptions, and except for agreements with its own employees or consultants, substantially in the form referenced in Section 3.14, and standard end-user license agreements, there are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information information, and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or copyrights, trade secrets secrets, or other proprietary rights or processes of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants covenants, or commitments of any nature) or other agreement, or subject to any judgment, decree decree, or order of any court or administrative agency, that would interfere with their duties the use of such employee's best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the best of the Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any material contract, covenant covenant, or instrument under which any employee of such employees is now obligated. Except as set forth on the Schedule of Exceptions, the Company does not believe it is or will be necessary to use any inventions of its employees (or persons it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The Company owns or possesses has sufficient legal rights to title and ownership of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received received, and to the best knowledge of the Company none of its employees has received, any communications alleging that the Company (or any employee in connection with employment by the Company) has violated or, by conducting its the business of the Company as presently proposednow conducted or as proposed to be conducted, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any To the best knowledge of its the Company, none of the Company's employees is are obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict in any manner with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsInvestors' Rights Agreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposedbusiness, will, to the best of the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not and will not need to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company that have not previously been fully and exclusively assigned to the Company without restrictions.

Patents and Trademarks. The Company owns or possesses sufficient legal rights to all material patents, and, to the best of its knowledge after reasonable investigation, all trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. Set forth on the Schedule of Exceptions is a list of the Company's patents, pending patent applications, registered trademarks and pending trademark applications. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessproducts. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related Agreements, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated.'s

Patents and Trademarks. The Company owns or possesses has sufficient legal rights to title and ---------------------- ownership of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted as described in its Reports without any known conflict with or infringement of the rights of others. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated.

Patents and Trademarks. The To the best knowledge of the Principal ---------------------- Shareholders, the Company owns or possesses has sufficient legal rights to title and ownership of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known conflict with or infringement of the rights of others. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from entity. Neither the purchase of "off Company nor the shelf" or standard products except in the ordinary course of business. The Company Principal Shareholders has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Neither the Company nor the Principal Shareholders is not aware that any of its the Company's employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement, the Investors' Rights Agreement, the Right of First Refusal and Co-Sale Agreement or the Related AgreementsVoting Trust Agreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the best of the Company's or the Principal Shareholders' knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated.

Patents and Trademarks. The Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information information, and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known conflict with, or infringement of the rights of of, others. There Except for agreements with its own employees or consultants and standard end-user license agreements, if any, there are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses licenses, or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information information, and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or copyrights, trade secrets secrets, or other proprietary rights or processes of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants covenants, or commitments of any nature) or other agreement, or subject to any judgment, decree decree, or order of any court or administrative agency, that would interfere with their duties the use of such employee's best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any material contract, covenant covenant, or instrument under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary to use any inventions of any of its employees (or persons it currently intends to hire) made prior to their employment by the Company. Each independent contractor, employee and/or officer of the Company who or which has contributed to the development of the Computer Software (as defined below) has executed proprietary information/confidentiality agreements.

Patents and Trademarks. The Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes and, to the best of its knowledge, all patents necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in products. No person has made or, to the ordinary course knowledge of business. The Company has not received the Company, threatened to make any communications claim alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company, except for inventions, trade secrets or proprietary information that have been assigned to the Company.

Patents and Trademarks. The To its knowledge (but without ---------------------- having conducted any special investigation or patent or trademark search), the Company owns has sufficient title and ownership of or possesses sufficient legal rights licenses to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known conflict with or infringement of the rights of others, except for such items as have yet to be conceived or developed or that are expected to be available for licensing on reasonable terms from third parties. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except entity, except, in the ordinary course of businesseither case, for end-user, object code, internal-use software license and support/maintenance agreements. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement Agreement, or the Related AgreementsInvestors' Rights Agreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to or outside the scope of their employment by the Company.

Patents and Trademarks. The Company owns or possesses has sufficient legal rights to title, interest and ownership of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes (collectively "Proprietary Information"), or believes it has the ability to acquire valid licenses to such Proprietary Information on reasonable terms, as necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known conflict with or infringement of the rights of others. The Schedule of Exceptions contains a complete list of patents and pending patent applications of the Company. The Company is not aware of any Proprietary Information for which it would need to obtain title and interest for its business as now conducted. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of business. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject impropriety with regard to any judgment, decree or order the granting of any court licenses of Proprietary Information to or administrative agency, from the Company. The Company has not received any written communications alleging that would interfere with their duties to the Company has violated or infringed or that would conflict with the Company's Company would, by conducting its business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related Agreements, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated.,

Patents and Trademarks. The To its knowledge, the Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conductedconducted (such rights as the Company owns or has a license to, collectively, the "Intellectual Property Rights"), without any known infringement of the rights of others. To the Company's knowledge, the Intellectual Property Rights are valid and enforceable. There are no outstanding options, licenses or agreements of any kind relating to the foregoingIntellectual Property Rights, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessproducts. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposedproposed would violate, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity, nor is the Company aware of any basis for any such claim. To the Company's knowledge, no person, corporation or other entity is infringing any of the Intellectual Property Rights. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently conducted or proposed to be conducted. Neither the execution nor the delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, proposed will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of the Company is now obligated. The Company does not believe that it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company, except for inventions, trade secrets or proprietary information that have been assigned to the Company. The Company has no obligation to compensate others for use of any of the Intellectual Property Rights, nor has the Company granted any license or other right to use, in any manner, any of the Intellectual Property Rights, whether or not requiring the payment of royalties.

Patents and Trademarks. The Company owns or possesses has sufficient legal rights title, right to use and ownership of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, to the Company's knowledge, without any known conflict with or infringement of the rights of others. There The Schedule of Exceptions contains a complete list of patents and pending patent applications of the Company. Except for licenses of "prepackaged" software, and licenses of the Company's software in the ordinary course of business (those of which that are material are listed on the Schedule of Exceptions), there are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently currently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently currently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary in the conduct of its business to utilize any inventions of any of its employees made prior to their employment by the Company.

Patents and Trademarks. The To its knowledge, the Company owns or possesses has sufficient legal rights to title and ownership of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes reasonably necessary for its business as now conducted and as presently proposed to be conducted, without any known conflict with or infringement of the rights of others. To its knowledge, the Company has sufficient title and ownership of all patents reasonably necessary for its business as now conducted without conflict with or infringement of the rights of others. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, or would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any To the Company's knowledge, none of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the Company or that would conflict with interests of the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees or consultants of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated.'s

Patents and Trademarks. The Company owns or possesses has sufficient legal rights to title and ownership of all material patents, trademarks, service marks, trade names, domain names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes processes, and, to its knowledge, all patents, necessary for its business as now conducted and as presently proposed to be conducted, without any known violation or infringement of the rights of others. There are no outstanding options, licenses licenses, agreements, claims, encumbrances or agreements shared ownership of interests of any kind relating to anything referred to above in this Section 2.10 that is to any extent owned by or exclusively licensed to the foregoingCompany, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, domain names, copyrights, trade secrets, licenses, information and other information, proprietary rights and and/or processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or entity, except, in either case, for standard products except in the ordinary course of businessend-user, object code, internal-use software license and support/maintenance agreements. The Company has not received any communications communication alleging that the Company it has violated or, by conducting its business as presently proposed, or would violate any of the material patents, trademarks, service marks, domain names, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity, and the Company is not aware of any potential basis for such an allegation or of any specific reason to believe that such an allegation may be forthcoming. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's ’s business as presently conducted and as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's ’s business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's ’s knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees made prior to or outside the scope of their employment by the Company. To the extent the Company uses any “open source” or “copyleft” software or is a party to “open” or “public source” or similar licenses, the Company is in compliance with the terms of any such licenses, and the Company is not required under any such license to (a) make or permit any disclosure or to make available any source code for its (or any of its licensors’) proprietary software or (b) distribute or make available any of the Company’s proprietary software or intellectual property (or to permit any such distribution or availability).

Patents and Trademarks. The Company owns or possesses has sufficient legal rights to title and ---------------------- ownership of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known conflict with or infringement of the rights of others. There Other than license and distribution agreements entered into in the ordinary course of business, there are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products entity, except as set forth in the ordinary course of business. Exhibit K. The Company has not received any communications alleging that the Company has violated orviolated, or by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees or consultants is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of its best efforts to promote the interests of the Company or that would conflict with the Company's business as presently now conducted and as proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees and consultants of the CompanyCompany as now conducted, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees or consultants is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees or consultants (or persons it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The Company owns or possesses has sufficient legal rights to title and ownership of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known conflict with or infringement of the rights of others. The Schedule of Exceptions contains a complete list of patents and pending patent applications of the Company. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or entity, except, in either case, for standard products except in the ordinary course of businessend-user, object code, internal-use software license and support/maintenance agreements. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsTransaction Documents, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the best of the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to or outside the scope of their employment by the Company.

Patents and Trademarks. The Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information information, and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known conflict with, or infringement of the rights of of, others. There Except for agreements with its own employees or consultants and standard end-user license agreements, if any, there are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses licenses, or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information information, and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or copyrights, trade secrets secrets, or other proprietary rights or processes of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants covenants, or commitments of any nature) or other agreement, or subject to any judgment, decree decree, or order of any court or administrative agency, that would interfere with their duties the use of such employee's best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any material contract, covenant covenant, or instrument under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary to use any inventions of any of its employees (or persons it currently intends to hire) made prior to their employment by the Company. Each independent contractor, employee and/or officer of the Company who or which has contributed to the development of the Computer Software (as defined in Section 3.21) has executed proprietary information/confidentiality agreements.

Patents and Trademarks. The Company owns or possesses has sufficient legal title to and ownership of all trade secrets, and, to its knowledge, copyrights, information, proprietary rights to all material and processes, patents, trademarks, service marks, marks and trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes names necessary for its business as now conducted and as presently proposed to be conducted, without any known material conflict with or infringement of the rights of others. There are no material outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any material options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any written, or to its knowledge, oral communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any To the Company’s knowledge, none of its the Company’s employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's ’s business as presently proposed to be conducted. Neither To the Company’s knowledge, neither the execution nor delivery of this Agreement or the Related Agreements, nor the carrying on of the Company's ’s business by the employees of the Company, nor the conduct of the Company's ’s business as presently proposed, will, to the Company's knowledge, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company covenants that it will not, at any time, knowingly conduct its business in such a way as to conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The Company owns or possesses sufficient legal rights to all material patents, trademarks, service marksservicemarks, trade names, copyrights, trade secrets, software, licenses, information and other information, proprietary rights and processes necessary for the conduct of its business as now conducted and as presently proposed to be conducted, conducted without any known conflict with or infringement of the rights of others. There The Schedule of Exceptions contains a complete list of patents and pending patent applications of the Company. Except for agreements with its own employees or consultants, substantially in the form referenced in paragraph 2.21 below, there are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marksservicemarks, trade names, copyrights, trade secrets, software, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marksservicemarks, trade names, copyrights or copyrights, trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of such employee's best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary to use any inventions of any of its employees (or persons it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The To the Company's knowledge, the Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessproducts. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or copyrights, trade secrets secrets, licenses or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated. To the Company's knowledge, the Company is not and will not be required to utilize any patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights that have been assigned to the Company.

Patents and Trademarks. The Except as set forth in Schedule 3.11, the Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secretssecrets and licenses, licensesand, to the best knowledge of the Company, to all patents, information and other proprietary rights and processes (collectively, the"Intellectual Property") necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessproducts. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposedproposed in the Business Plan (as defined below), would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company has no knowledge that it is infringing upon the Intellectual Property rights of any third party. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conductedconducted in the Business Plan. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposedproposed in the Business Plan, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company, except for inventions, trade secrets or proprietary information that have been assigned to the Company.

Patents and Trademarks. The Company owns or possesses has sufficient legal rights to title and ownership of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses licenses, or agreements of any kind relating to 5 the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposednow conducted or as proposed to be conducted, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any None of its the Company's employees is are obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict in any manner with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAmended and Restated Investors' Rights Agreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposedbusiness, will, to the Company's knowledge, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not and will not need to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company that have not previously been fully and exclusively assigned to the Company without restrictions.

Patents and Trademarks. The To the best of its knowledge, the Company owns or possesses sufficient legal rights to all material patents, trademarks, service marksservicemarks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known conflict with or infringement of the rights of others. There The Schedule of Exceptions contains a complete list of patents and pending patent applications of the Company. Except for agreements with its own employees or consultants, substantially in the form referenced in paragraph 2.21 below, there are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or copyrights, trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its it employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of such employee's best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the best of the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary to use any inventions of any of its employees (or persons it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The Company owns or possesses sufficient legal rights to (a) all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes and (ii) to the Company’s Knowledge, all patents and patent rights (such rights are collectively referred to as the “Company Intellectual Property”) as are necessary for its to the conduct of the Company’s business as now conducted and as presently proposed to be conducted, without any known conflict with, or infringement of of, the rights of others. There To the Company’s Knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates any license or infringes any Intellectual Property rights of any other party. Other than pursuant to the Company Contracts, there are no material outstanding options, licenses licenses, agreements, claims, encumbrances or agreements shared ownership interests of any kind relating to the foregoing, nor is the Company bound by or a party to any material options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposedbusiness, would violate any of the material patents, trademarks, service marks, trade names, copyrights or copyrights, trade secrets or other proprietary rights or processes of any other person or entity. The Company is To the Company’s Knowledge, it will not aware that be necessary to use any inventions of any of its employees is obligated under any contract (including licensesor persons it currently intends to hire) made prior to their employment by the Company, covenants or commitments of any nature) or other agreement, or subject except as may have been assigned to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the Company. Each Key Employee has assigned to the Company all intellectual property rights he or she owns that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related Agreements, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, are related to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is ’s business as now obligatedconducted.

Patents and Trademarks. The To the best of its knowledge, the Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessproducts. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related Agreements, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company, except for inventions, trade secrets or proprietary information that have been assigned to the Company.

Patents and Trademarks. The To its knowledge (but without having conducted any special investigation or patent or trademark search), the Company owns has sufficient title and ownership of or possesses sufficient legal rights licenses to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known conflict with or infringement of the rights of others. There , except for such items as have yet to be conceived or developed or that are no outstanding options, licenses or agreements of any kind relating expected to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising be available for licensing on reasonable terms from the purchase of "off the shelf" or standard products except in the ordinary course of businessthird parties. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The To the best of its knowledge (but without having conducted any special investigation or patent search), the Company owns or possesses sufficient legal rights right to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information information, and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted ("IP") without any known conflict with, or infringement of the rights of of, others. There are no Except for agreements with its own employees or consultants, end-user license agreements and other agreements relating to IP, the loss or termination of which would not be reasonably expected to cause a Material Adverse Effect, the Company is not a party to any outstanding options, licenses licenses, or agreements of any kind relating to the foregoingIP, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes IP of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would to the Company's knowledge, violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights IP of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants covenants, or commitments of any nature) or other agreement, or subject to any judgment, decree decree, or order of any court or administrative agency, that would interfere with their duties the use of such employee's best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the best of the Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any material contract, covenant covenant, or instrument relating to IP under which any employee of such employees is now obligatedobligated and which could reasonably be expected to result in a Material Adverse Effect. The Company does not believe it is or will be necessary to use any inventions of its employees (or persons it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The To the best of its knowledge (but ---------------------- without having conducted any special investigation or patent search), the Company owns or possesses has sufficient legal rights to title and ownership of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known conflict with or infringement of the rights of others. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted, nor has the Company received any communications from any other party to the contrary. Neither the execution nor delivery of this Agreement, the Investors' Rights Agreement or the Related AgreementsCo-Sale Agreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the best of the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company. To the best of the Company's knowledge, no employee, consultant or officer has taken, removed or made use of any proprietary documentation, manuals, products, materials or any other tangible items from the employee's previous employers relating to the Company's business.

Patents and Trademarks. The Company owns or possesses has sufficient legal rights to title and ownership of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted as described in the Business Plan without any known conflict with or infringement of the rights of others. The Schedule of Exceptions contains a complete list of patents and pending patent applications of the Company. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses licenses, or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity entity. The Company is not aware that any of its employees or consultants are obligated under any contract (including licenses, covenants or commitments of any nature) or other than such licenses agreement or agreements arising from subject to any judgment, decree or order of any court or administrative agreement that would interfere with the purchase use of "off his, her, or its best efforts to promote the shelf" best interests of the Company or standard products except in that would conflict with the ordinary course of businessCompany's business as it is proposed to be conducted. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or Agreement, the Related Investor Rights Agreement, any Ancillary Agreements, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the best of the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees or consultants is now obligated. The Company does not believe that it is or will be necessary to utilize any inventions of any of its employees or consultants (or persons it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The To its knowledge (but without having conducted any special investigation or patent search), the Company owns or possesses has sufficient legal rights to title and ownership of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known conflict with or infringement of the rights of others. The Company has no patents or pending patent applications. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related Transaction Agreements, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, Company will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The To the best of its knowledge, the Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessproducts. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated.. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment

Patents and Trademarks. The Company owns or possesses has sufficient legal rights to title and ------------------------ ownership of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights rights, and processes (collectively, "Intellectual Property") necessary for its business businesses as now conducted and as presently proposed to be conducted, without any known conflict with or infringement of the rights of others. The Intellectual Property owned by the Company is listed in the Disclosure Schedules. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoingIntellectual Property, nor is the Company bound by or a party to any options, licenses licenses, or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes Intellectual Property of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has they have violated or, by conducting its business businesses as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights Intellectual Property of any other person or entity. The Neither Seller nor the Company is not are aware that any of its their employees is obligated under any contract (including licenses, covenants covenants, or commitments of any nature) or other agreement, or subject to any judgment, decree decree, or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's respective business as presently proposed to be conducted. Neither the execution nor or delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Companyits employees, nor the conduct of the Company's business as presently proposed, will, to the best of the Company's and Seller's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant covenant, or instrument under which any employee of such employees is now obligated.. The Company does not believe that it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by any of the Parties. 2.1.11

Patents and Trademarks. The As of the Closing, the Company owns has or possesses will have sufficient legal rights to title and ownership of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known conflict with or infringement of the rights of others. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information information, and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known conflict with, or infringement of the rights of of, others. There Except for agreements with its own employees or consultants and standard end-user license agreements, if any, there are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses licenses, or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information information, and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or copyrights, trade secrets secrets, or other proprietary rights or processes of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants covenants, or commitments of any nature) or other agreement, or subject to any judgment, decree decree, or order of any court or administrative agency, that would interfere with their duties the use of such employee's best efforts to promote the interests of Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions conditions, or provisions of, or constitute a default under, any material contract, covenant covenant, or instrument under which any employee of such employees is now obligated. Company does not believe it is or will be necessary to use any inventions of any of its employees (or persons it currently intends to hire) made prior to their employment by Company. Each independent contractor, employee and/or officer of Company who or which has contributed to the development of the Computer Software (as defined below) has executed proprietary information/confidentiality agreements.

Patents and Trademarks. The Company owns or possesses has sufficient legal title to and ownership of all trade secrets, and, to its knowledge, copyrights, information, proprietary rights to all material and processes, patents, trademarks, service marks, marks and trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes names necessary for its business as now conducted and as presently proposed to be conducted, without any known material conflict with or infringement of the rights of others. There are no material outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any material options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any written, or to its knowledge, oral communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any To the Company's knowledge, none of its the Company's employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither To the Company's knowledge, neither the execution nor delivery of this Agreement or the Related AgreementsInvestor Rights Agreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company covenants that it will not, at any time, knowingly conduct its business in such a way as to conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The To the best of its knowledge, the Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "“off the shelf" ” or standard products except in the ordinary course of businessproducts. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's ’s business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related Agreements, nor the carrying on of the Company's ’s business by the employees of the Company, nor the conduct of the Company's ’s business as presently proposed, will, to the Company's ’s knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company, except for inventions, trade secrets or proprietary information that have been assigned to the Company.

Patents and Trademarks. The Company owns or possesses possesses, or will acquire prior to use, sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted (including without limitation its corporate names) and as presently proposed to be conducted, conducted to the knowledge of the Company without any known conflict with, or infringement of the rights of of, others. There Except as set forth on Schedule 6.19, the Company has no patents or pending patent applications. Except for agreements with its own employees or consultants, substantially in the form referenced in Section 6.20 below, and standard end-user license agreements, there are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses licenses, or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from entity. To the purchase knowledge of "off the shelf" or standard products except in Company, the ordinary course of business. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate not violate, any of the material patents, trademarks, service marks, trade names, copyrights or copyrights, trade secrets or any other proprietary rights or processes of any other person or entity. The Company is not aware that any To the knowledge of the Company, none of its employees is obligated under any contract (including licenses, covenants covenants, or commitments of any nature) or any other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of such employee's best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither To the Company's knowledge, neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposedcurrently conducted, will, to the Company's knowledge, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant covenant, or instrument under which any employee of such employees is now obligated. To the knowledge of the Company, it is not, nor will it be, necessary for the Company to use any inventions of any of its employees (or persons it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The To the best of its knowledge, the Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessproducts. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsInvestor Rights Agreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company, except for inventions, trade secrets or proprietary information that have been assigned to the Company.

Patents and Trademarks. The To the best of its knowledge, the Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is except those disclosed in the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information SEC Documents and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except those entered into in the ordinary course of the Company’s business. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's ’s business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's ’s business by the employees of the Company, nor the conduct of the Company's ’s business as presently proposed, will, to the Company's ’s knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company, except for inventions, trade secrets or proprietary information that have been assigned to the Company.

Patents and Trademarks. The Company Company, as of the Closing Date, owns or possesses has sufficient legal rights to all material patents, trademarks, service marks, those trade names, copyrights, trade secrets, licensesinformation, information and other proprietary patents, trademarks, service marks, rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known conflict with or infringement of the rights of others. The Company is not aware of any particular intellectual property that it believes is essential to its product development, to which it cannot obtain sufficient rights on reasonable terms. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessproducts. The Company has not received any communications alleging that the Company has violated oror infringed, and by conducting its business as presently proposed, would will not violate or infringe, any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any None of its the Company's employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The Company owns or possesses has sufficient legal rights title to and ownership of all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licensesinformation, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, conducted without any known conflict with or infringement of upon the rights of others. The patents, patent applications, trademarks, service marks, trade names and copyrights owned by the Company and that the Company has rights to use are set forth on the Schedule of the Exceptions. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of the employee's best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated.the

Patents and Trademarks. The Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary "Intellectual Property" (as defined below) for its business as now conducted and as presently currently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes Intellectual Property of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" ' or standard products except in or the ordinary course of businesslicense agreement with Key Technology. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposedbusiness, would shall not violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently currently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently currently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company, except for inventions, trade secrets or proprietary information that have been assigned to the Company. To the knowledge of the Company, no third party has interfered with, infringed upon, misappropriated or violated any material Intellectual Property of the Company. "Intellectual Property" means (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, trade names, and corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all good-will associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, (d) all mask works and all applications, registrations, and renewals in connection therewith, (e) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (f) all computer software (including data and related documentation), (g) all other proprietary rights, and (h) all copies and tangible embodiments thereof (in whatever form or medium).

Patents and Trademarks. The To the Company's knowledge, the Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements entered into in the ordinary course of the Company's business, or arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessproducts. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees 8 made prior to their employment by the Company, except for inventions, trade secrets or proprietary information that have been assigned to the Company.

Patents and Trademarks. The To the best of its knowledge, the Company owns or possesses sufficient adequate legal rights (by license or otherwise) to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There Except as may be disclosed in the 2006 Form 10-KSB or 2007 Form 10-QSB, there are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "“off the shelf" ” or other standard products except in the ordinary course of businessproducts. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's ’s business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's ’s business by the employees of the Company, nor the conduct of the Company's ’s business as presently proposed, will, to the Company's ’s knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated.

Patents and Trademarks. The Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known infringement of the rights of others. There are no outstanding options, licenses licenses, or agreements of any kind relating to the foregoingintellectual property of the Company. Except for the license from Georgia Tech Research Corporation attached hereto as Exhibit F, nor is the Company is not bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other information, proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessentity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties the use of his best efforts to promote the interests of the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

Patents and Trademarks. The To the best of its knowledge, the Company owns or possesses sufficient legal rights to all material patents, trademarks, service marks, trade names, copyrights, Internet domain names, trade secrets, licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed to be conducted, without any known or asserted infringement of the rights of others. There are no outstanding options, licenses or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase of "off the shelf" or standard products except in the ordinary course of businessproducts. The Company has not received any communications alleging that the Company has violated or, by conducting its business as presently proposed, would violate any of the material patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company's business as presently proposed to be conducted. Neither the execution nor delivery of this Agreement or the Related AgreementsAgreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as presently proposed, proposed will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any material contract, covenant or instrument under which any employee is now obligated. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of any of its employees made prior to their employment by the Company, except for inventions, trade secrets or proprietary information that have been assigned to the Company.