Common use of Patents, Copyrights and Trademarks Clause in Contracts

Patents, Copyrights and Trademarks. The Company owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and proprietary rights and processes necessary for its business as now conducted and as proposed to be conducted without any conflict with, or infringement of the rights of, others (collectively, “Intellectual Property”). A list of the Company’s registered trademarks, copyrights and service marks, patents and domain names is set forth on Schedule 4(n). The Company has not received any written communications alleging that any of the Company’s material Intellectual Property has violated any of the patents, trademarks, service marks, trade names, copyrights, trade secrets or other proprietary rights or processes of any other person or entity. Neither the execution nor delivery of this 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 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 contract, covenant or instrument under which any 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. The Company has no actual knowledge of any unauthorized use, infringement or misappropriation of its intellectual property rights or of any obligation on the part of the Company to pay any royalties or other payments to third parties. The Company has entered into written agreements with all key employees and key contractors of the Company and each Subsidiary with provisions seeking to protect the confidentiality of all Company Intellectual Property and to ensure full and unencumbered ownership by the Company or a Subsidiary of all Company Intellectual Property including, without limitation, appropriate “work for hire” language.

Patents, Copyrights and Trademarks. The Company owns or possesses sufficient legal rights to all patentsFor purposes of this Section ---------------------------------- 3.11, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and proprietary rights and processes necessary for its business as now conducted and as proposed to be conducted without any conflict with, or infringement of the rights of, others (collectively, “Intellectual Property”). A list of the Company’s registered trademarks, copyrights and service marks, patents and domain names is set forth on Schedule 4(n). The Company has not received any written communications alleging that any of the Company’s material Intellectual Property has violated any of the term "Proprietary Rights" means patents, trademarks, service marks, trade names, copyrights, trade secrets or other proprietary rights and processes. To the best of its knowledge, the Company owns or processes possesses sufficient legal rights to all Proprietary Rights necessary for its business as now conducted and as proposed to be conducted, without any known infringement of the rights of others. The Company has not received any communication alleging that the Company has violated or, by conducting its business as proposed, would violate any of the Proprietary Rights of any other person or entity. The Company is not aware of any third party which is infringing or violating any of its Proprietary Rights. There are no outstanding options, licenses, or agreements of any kind relating to the Proprietary Rights of the Company other than those incurred in the ordinary course of business, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Proprietary Rights of any other person or entity other than those incurred in the ordinary course of business. 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 proposed to be conducted. Neither the execution nor delivery of this 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 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 contract, covenant or instrument under which any of such employees employee is now obligated. The Company does not believe it is or will be necessary to use utilize any inventions inventions, trade secrets or proprietary information of any of its employees (or persons it currently intends to hire) made prior to their employment by the Company, other than those which except for inventions, trade secrets or proprietary information that have been assigned to the Company. The Company has no actual knowledge Set forth in the Schedule of any unauthorized use, infringement or misappropriation Exceptions attached hereto as Exhibit C is a listing of its intellectual property rights or of any obligation on the part all patents and trademarks of the Company to pay any royalties or other payments to third parties. The Company has entered into written agreements with all key employees and key contractors of the Company and each Subsidiary with provisions seeking to protect the confidentiality of all Company Intellectual Property and to ensure full and unencumbered ownership by the Company or a Subsidiary of all Company Intellectual Property including, without limitation, appropriate “work for hire” languageCompany.

Patents, Copyrights and Trademarks. The Company W3C owns or possesses ----------------------------------- sufficient legal rights to all patents, trademarks, servicemarks, trade names, copyrights, trade secrets, licenses, domain names, information, proprietary rights and processes necessary or desirable in order to conduct the Business without any conflict with or infringement of the rights of others. All of these are listed on the Members Disclosure Letter. There are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is W3C 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 domain names, information, proprietary rights and processes necessary for its business as now conducted and as proposed to be conducted without of any conflict with, other person or infringement of the rights of, others (collectively, “Intellectual Property”)entity. A list of the Company’s registered trademarks, copyrights and service marks, patents and domain names is set forth on Schedule 4(n). The Company W3C has not received any written communications alleging that any of the Company’s material Intellectual Property W3C has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights, trade secrets or other proprietary rights or processes of any other person or entity. None of W3C's consultants or 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 the use of such consultant's or employee's best efforts to promote the interests of W3C or that would conflict with W3C's business as proposed to be conducted. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s W3C's business by the employees of the CompanyW3C, nor the conduct of the Company’s W3C's business as 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 contract, covenant or instrument under which any of such consultants or employees is now obligated. The Company W3C does not believe it is or will be necessary need to use any inventions of any of its employees (or persons it currently intends to hire) made prior to their employment by W3C. To the Companyextent that any work, other than those which have invention, or material has been assigned to developed or created by a third party for W3C, W3C has a written agreement with such third party with respect thereto and W3C thereby has obtained ownership of, and is the Company. The Company has no actual knowledge of any unauthorized useexclusive owner of, infringement or misappropriation of its all intellectual property rights in such work, material or invention by operation of any obligation on law or by valid assignment or by agreement, as the part of the Company to pay any royalties or other payments to third parties. The Company has entered into written agreements with all key employees and key contractors of the Company and each Subsidiary with provisions seeking to protect the confidentiality of all Company Intellectual Property and to ensure full and unencumbered ownership by the Company or a Subsidiary of all Company Intellectual Property including, without limitation, appropriate “work for hire” languagecase may be.

Patents, Copyrights and Trademarks. The Company owns or possesses sufficient legal rights has the right to use, all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and proprietary rights and processes Intellectual Property used in or necessary for its business as now conducted and (except as proposed to Intellectual Property the Company believes it will be conducted able to acquire from third parties in the ordinary course of business on reasonable terms), including, without any conflict withlimitation, all Intellectual Property assigned or infringement of licensed to the rights of, others (collectively, “Intellectual Property”). A list of Company by the Company’s registered trademarks, copyrights and service marks, patents and domain names is set forth on Schedule 4(n)Founders. The Company has not violated, and is not violating, any Intellectual Property Rights of any other Person or entity and has not received any written communications alleging to that effect. The Company is not aware of any Person who is infringing upon or violating any of the Company’s material Intellectual Property has violated any Rights of the patentsCompany. Except as set forth in this Agreement and the Disclosure Schedule, trademarksthe Company has not granted any license or option or entered into any material agreement of any kind with respect to the use of its Intellectual Property. To the Company's knowledge, service marksnone of the Company's employees is obligated under any contract (including licenses, trade names, copyrights, trade secrets covenants or commitments of any nature) or other proprietary rights agreement, or processes subject to any judgment, decree or order of any other person court or entityadministrative agency, that would interfere with 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 now conducted. Neither the execution nor delivery of this 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 proposednow conducted, 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 contract, covenant or instrument under which any of such employees is now obligated. The In addition to and not as a modification of the foregoing, the Company does not believe it is or will be necessary to use utilize any inventions of any of its employees (or persons people it currently intends to hire) made prior to their employment by the Company, Company other than those which have been technology rights and the like previously assigned and/or licensed to the Company by Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxx and Xxxxx Xxxx, which assignments and/or licenses, as the case may be, transferred to the Company such rights in the Intellectual Property used in or necessary for the Company's business as now conducted. The Company has no actual knowledge of any unauthorized use, infringement or misappropriation of its intellectual property rights or of any obligation on the part All current and former employees of the Company have executed the Proprietary Information Agreement referred to pay any royalties or other payments to third parties. The Company has entered into written agreements with all key employees and key contractors of the Company and each Subsidiary with provisions seeking to protect the confidentiality of all Company Intellectual Property and to ensure full and unencumbered ownership by the Company or a Subsidiary of all Company Intellectual Property including, without limitation, appropriate “work for hire” languagein Section 4.1(c) hereof.

Patents, Copyrights and Trademarks. The Company owns or possesses sufficient legal rights to all patentsFor purposes of this Section ---------------------------------- 3.11, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and proprietary rights and processes necessary for its business as now conducted and as proposed to be conducted without any conflict with, or infringement of the rights of, others (collectively, “Intellectual Property”). A list of the Company’s registered trademarks, copyrights and service marks, patents and domain names is set forth on Schedule 4(n). The Company has not received any written communications alleging that any of the Company’s material Intellectual Property has violated any of the term "Proprietary Rights" means patents, trademarks, service marks, trade names, copyrights, trade secrets or other proprietary rights and processes. To the Company's best knowledge, the Company owns or processes possesses sufficient legal rights to all Proprietary Rights necessary for its business as now conducted and as proposed to be conducted, without any known infringement of the rights of others. The Company has not received any communication alleging that the Company has violated or, by conducting its business as proposed, would violate any of the Proprietary Rights of any other person or entity. The Company is not aware of any third party which is infringing or violating any of its Proprietary Rights. There are no outstanding options, licenses, or agreements of any kind relating to the Proprietary Rights of the Company other than those incurred in the ordinary course of business, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Proprietary Rights of any other person or entity other than those incurred in the ordinary course of business. 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 proposed to be conducted. Neither the execution nor delivery of this 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 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 contract, covenant or instrument under which any of such employees employee is now obligated. The Company does not believe it is or will be necessary to use utilize any inventions inventions, trade secrets or proprietary information of any of its employees (or persons it currently intends to hire) made prior to their employment by the Company, other than those which except for inventions, trade secrets or proprietary information that have been assigned to the Company. The Company has no actual knowledge Set forth in the Schedule of any unauthorized use, infringement or misappropriation Exceptions is a listing of its intellectual property rights or of any obligation on the part all patents and trademarks of the Company to pay any royalties or other payments to third parties. The Company has entered into written agreements with all key employees and key contractors of the Company and each Subsidiary with provisions seeking to protect the confidentiality of all Company Intellectual Property and to ensure full and unencumbered ownership by the Company or a Subsidiary of all Company Intellectual Property including, without limitation, appropriate “work for hire” languageCompany.

Patents, Copyrights and Trademarks. The To the Company's knowledge, the Company owns or possesses sufficient legal rights has the right to use, all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and proprietary rights and processes Intellectual Property used in or necessary for its business as now presently conducted and as proposed to be conducted based on the Business Plan (except as to Intellectual Property the Company believes it will be able to acquire from third parties in the ordinary course of business on reasonable terms), including, without any conflict withlimitation, all Intellectual Property assigned or infringement of licensed to the rights of, others (collectively, “Intellectual Property”)Company by the Founders. A list of To the Company’s registered trademarks's knowledge, copyrights the Company has not violated, and service marksis not violating, patents any Intellectual Property Rights of any other Person or entity and domain names is set forth on Schedule 4(n). The Company has not received any written communications alleging to that effect. The Company is not aware of any Person who is infringing upon or violating any of the Company’s material Intellectual Property has violated any Rights of the patentsCompany. Except as set forth in this Agreement and the Exhibits and Schedules attached hereto, trademarksthe Company has not granted any license or option or entered into any material agreement of any kind with respect to the use of its Intellectual Property. To the Company's knowledge, service marksnone of the Company's employees is obligated under any contract (including licenses, trade names, copyrights, trade secrets covenants or commitments of any nature) or other proprietary rights agreement, or processes subject to any judgment, decree or order of any other person court or entityadministrative agency, that would interfere with 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 proposed to be conducted. Neither the execution nor delivery of this 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 proposednow conducted or as proposed to be conducted, 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 contract, covenant or instrument under which any of such employees is now obligated. The Company does not believe it is or will be necessary to use utilize any inventions of any of its employees (or persons people it currently intends to hire) made prior to their employment by the Company, Company other than those which have been technology rights and the like previously assigned and/or licensed to the Company by Xxxxxx X. Xxxxxxx and Xxxxxxx Xxxxxxx, which assignments and/or licenses, as the case may be, transferred to the Company such rights in the Intellectual Property used in or necessary for the Company. The Company has no actual knowledge of any unauthorized use, infringement or misappropriation of its intellectual property rights or of any obligation 's business as presently conducted and as proposed to be conducted based on the part of the Company to pay any royalties or other payments to third parties. The Company has entered into written agreements with all key employees and key contractors of the Company and each Subsidiary with provisions seeking to protect the confidentiality of all Company Intellectual Property and to ensure full and unencumbered ownership by the Company or a Subsidiary of all Company Intellectual Property includingBusiness Plan dated February, without limitation, appropriate “work for hire” language1996.