Common use of Proprietary Assets Clause in Contracts

Proprietary Assets. (a) Parent or an Affiliate has good and valid title to all of its respective Proprietary Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit all of its material Proprietary Assets. Except as set forth in Schedule 3.11(a) of Parent Disclosure Schedules, there is no Contract pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Proprietary Asset. (b) Parent and its Affiliates have taken reasonable measures and precautions to protect and maintain the confidentiality of their respective Proprietary Assets. To Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Proprietary Asset. (i) All patents, trademarks, service marks and copyrights that are material to the business and held by Parent or an Affiliate are valid, enforceable and subsisting; (ii) to Parent’s Knowledge, none of the Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person.

Proprietary Assets. (a) The Company owns, licenses or otherwise possess legally enforceable rights to use and exploit all Proprietary Assets that are owned by or licensed to the Company or any Company Subsidiary or used in or necessary for the operation of the Company's or any Company Subsidiary's respective businesses as currently conducted (the "Company Proprietary Assets"), except to the extent that the failure to have such rights has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company. (b) The Company has delivered to Parent or an Affiliate has good a list of all patents and valid title to patent applications and all of its respective registered and unregistered trademarks, trade names, service marks and copyrights, and all applications with respect therefor, included in the Company Proprietary Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen including the jurisdictions in the ordinary course of business and that do not (individually which each such Company Proprietary Asset has been issued or registered or in which any application for such issuance and registration has been filed, and has made available to Parent all licenses, sublicenses and other agreements to which the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has Company is a valid right to use, license party and otherwise exploit all of its material Proprietary Assets. Except as set forth in Schedule 3.11(a) of Parent Disclosure Schedules, there is no Contract pursuant to which any Person is authorized to use any Company Proprietary Asset, and all licenses, sublicenses and other agreements to which the Company is a party and pursuant to which it is authorized to use any Proprietary Asset held or used by a third party (other than Parent or an Affiliate has any right "shrink wrap" licenses with respect to commercially available software programs costing less than $10,000) (whether or not currently exercisable"Third Party Proprietary Assets"). (c) to To the Company's knowledge, there is no unauthorized use, license disclosure, infringement or otherwise exploit misappropriation of any material Company Proprietary Asset, or any Third Party Proprietary Asset to the extent licensed by or through the Company by any third party, including any employee or former employee of the Company, except such as would not have a Material Adverse Effect on the Company. Neither the Company nor any Company Subsidiary has entered into any agreement to indemnify any other Person against any charge of infringement of any Company Proprietary Asset. (bd) Parent Neither the Company nor any Company Subsidiary is, or will as a result of the execution and delivery of this Agreement or the performance of its Affiliates obligations under this Agreement be, in breach of any license, sublicense or other agreement relating to any Company Proprietary Asset or Third Party Proprietary Asset, except for such breaches that would not have taken reasonable measures a Material Adverse Effect on the Company. (e) All patents, registered trademarks, registered service marks or copyright registrations owned by the Company or any Company Subsidiary are valid and precautions subsisting. Except for actions which would not reasonably be expected to protect and maintain have a Material Adverse Effect on the confidentiality Company, neither the Company nor any Company Subsidiary (i) is a party to any Legal Proceeding which involves a claim of their respective infringement of any Third Party Proprietary AssetsAsset or (ii) has brought any Legal Proceeding for infringement of any Company Proprietary Asset or breach of any license or agreement involving a Company Proprietary Asset against any third party, which action is continuing. To Parent’s Knowledgethe Company's knowledge, no current the manufacture, marketing, licensing or former employee, officer, director, stockholder, consultant sale of any Company Proprietary Asset or independent contractor has products does not infringe any right, claim or interest in or with respect to any Third Party Proprietary Asset. (if) All The Company has secured agreements with all consultants and employees who prior to the date of this Agreement contributed to the creation or development of any Company Proprietary Asset regarding the rights to such contributions that the Company does not already own by operation of law in the form substantially identical to the form of Proprietary Information and Inventions Agreement previously made available to Parent. (g) The Company has taken all reasonable and appropriate steps to protect and preserve the confidentiality of all Company Proprietary Assets not otherwise protected by patents, trademarkspatent applications or copyrights ("Confidential Information"). All use, service marks and copyrights that are material disclosure or appropriation of Confidential Information owned by the Company by or to any third party has been pursuant to the business terms of a written agreement between the Company and held by Parent or an Affiliate are valid, enforceable and subsisting; (ii) to Parent’s Knowledge, none of the Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use ofsuch third party, and no Proprietary Asset all use, disclosure or appropriation of Confidential Information not owned by the Company has been pursuant to the terms of a written agreement between the Company and the owner of such Confidential Information, or used by any other Person infringes or conflicts with, any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Personotherwise lawful.

Proprietary Assets. (a) The Parent Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by the Parent Corporations and registered with any Governmental Body or for which an Affiliate application has good been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. The Parent Disclosure Schedule identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations in excess of $25,000 per year with respect to each Proprietary Asset that is licensed or otherwise made available to the Parent Corporations by any Person (except for any Proprietary Asset that is licensed to the Parent Corporations under any third party software license generally available to the public), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Parent Corporation. Excluding the payments required under the Parent Corporation Contracts set forth in the Parent Disclosure Schedule, the aggregate amounts payable by the Parent Corporations for ongoing royalty or license payments do not exceed $75,000 per year. The Parent Corporations have good, valid and marketable title to all of its respective the Parent Corporation Proprietary AssetsAssets (except for licensed assets), free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) any of the Parent Disclosure SchedulesCorporations. The Parent or an Affiliate has Corporations have a valid right to use, license and otherwise exploit all of its material Parent Corporation Proprietary Assets. Except as set forth in Schedule 3.11(a) of the Parent Disclosure SchedulesSchedule, none of the Parent Corporations has developed jointly with any other Person any Parent Corporation Proprietary Asset that is material to the business of the Parent Corporations with respect to which such other Person has any rights. Except as set forth in the Parent Disclosure Schedule, there is no Parent Corporation Contract pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Parent Corporation Proprietary Asset. (b) The Parent and its Affiliates Corporations have taken all reasonable measures and precautions to protect and maintain the confidentiality confidentiality, secrecy and value of their respective all Parent Corporation Proprietary Assets (except Parent Proprietary Assets whose value would be unimpaired by disclosure). Except where the failure to obtain such agreements would not impair the value of any Parent Proprietary Asset, the Parent Corporations have obtained, from all current and former employees of the Parent Corporations and from all current and former consultants and independent contractors to the Parent Corporations, signed agreements appropriately restricting the use and disclosure of the Parent Proprietary Assets. To Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect and providing for assignment to any the Parent Corporations of the Parent Proprietary AssetAssets developed by such employees and consultants. (c) To the best of the knowledge of Parent: (i) All all patents, patent applications, trademarks, service marks and copyrights that are material to the business and held by Parent or an Affiliate are valid, enforceable and subsisting; (ii) to Parent’s Knowledge, none any of the Proprietary Assets Parent Corporations were filed and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or were and have been prosecuted in good faith and in compliance with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person.all applicable Legal

Proprietary Assets. (a) Parent Part 2.9(a)(i) of the Company Disclosure Schedule sets forth, with respect to each Company Proprietary Asset registered with any Governmental Body or for which an Affiliate application has good been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. The Company owns no Proprietary Assets other than the Company Proprietary Assets set forth in Part 2.9(a)(i) of the Company Disclosure Schedule. Part 2.9(a)(iii) of the Disclosure Schedule identifies and provides a brief description of each Proprietary Asset licensed to the Company by any Person (except for any Proprietary Asset that is licensed to the Company under any third party software license generally available to the public at a cost of less than $10,000), and identifies the license agreement under which such Proprietary Asset is being licensed to the Company. To the best of the knowledge of the Company, the Company has good, valid and marketable title to all of its respective the Company Proprietary AssetsAssets identified in Parts 2.9(a)(i) and 2.9(a)(ii) of the Disclosure Schedule, free and clear of all liens and other Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit use all Proprietary Assets identified in Part 2.9(a)(iii) of its material Proprietary Assetsthe Disclosure Schedule. Except as set forth in Schedule 3.11(aPart 2.9(a)(v) of Parent the Disclosure SchedulesSchedule, there to the best of the knowledge of the Company, the Company is no Contract pursuant not obligated to make any payment to any Person for the use of any Company Proprietary Asset. The Company has not developed jointly with any other Person any Company Proprietary Asset with respect to which any such other Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Proprietary Assetrights. (b) Parent and its Affiliates have The Company has taken all commercially reasonable measures and precautions necessary to protect and maintain the confidentiality and secrecy of their respective all Company Proprietary Assets (except Company Proprietary Assets whose value would be unimpaired by public disclosure) and otherwise to maintain and protect the value of all Company Proprietary Assets. To Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Proprietary Asset. (ic) All patents, trademarks, service marks and copyrights that are material to To the business and held by Parent or an Affiliate are valid, enforceable and subsisting; (ii) to Parent’s Knowledgebest of the knowledge of the Company, none of the Company Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates infringes or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii. Except as set forth in Part 2.9(c) of the Company Disclosure Schedule, to Parent’s Knowledgethe best of the knowledge of the Company, no other Person the Company is not infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by the Company has not at any other Person infringes or conflicts with, any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has time infringed, misappropriated or made any unlawful use of, or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person. To the best of the knowledge of the Company, no other Person is infringing, misappropriating or making any unlawful use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Company Proprietary Asset. (i) Each Company Proprietary Asset conforms in all material respects with any specification, documentation, performance standard, representation or statement made or provided with respect thereto by or on behalf of the Company; and (ii) there has not been any claim by any customer or other Person alleging that any Company Proprietary Asset (including each version thereof that has ever been licensed or otherwise made available by the Company to any Person) does not conform in all material respects with any specification, documentation, performance standard, representation or statement made or provided by or on behalf of the Company, and, to the best of the knowledge of the Company, there is no basis for any such claim. To the best of the knowledge of the Company, the Company has established adequate reserves on the Company Unaudited Interim Balance Sheet to cover all costs associated with any obligations that the Company may have with respect to the correction or repair of programming errors or other defects in the Company Proprietary Assets. (e) The Company Proprietary Assets constitute all the Proprietary Assets necessary to enable the Company to conduct its business in the manner in which such business has been and is being conducted. Except as set forth in Part 2.9(e) of the Company Disclosure Schedule, (i) the Company has not licensed any of the Company Proprietary Assets to any Person on an exclusive basis, and (ii) the Company has not entered into any covenant not to compete or Contract limiting its ability to exploit fully any of its Proprietary Assets or to transact business in any market or geographical area or with any Person. (f) All employees set forth in Part 2.9(f) of the Company Disclosure Schedule have executed and delivered an agreement to the Company (containing no exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of Employment Agreement or Employee Agreement previously delivered to Parent by the Company. Substantially all other current and substantially all former employees of the Company have executed and delivered to the Company an agreement (containing no exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of confidential information and invention assignment agreement previously delivered to Parent. Substantially all current and former consultants and independent contractors to the Company have executed and delivered to the Company an agreement (containing no exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of consultant confidential information and invention assignment agreement previously delivered to Parent. (g) Except as set forth in Part 2.9(g) of the Company Disclosure Schedule, to the best of the knowledge of the Company, each of the Acquired Corporations has taken adequate steps to ensure that all software (and related Proprietary Assets) used in its operations are Year 2000 Compliant (as defined below). For purposes of this Agreement, "Year 2000 Compliant" shall mean that software that can individually, and in combination and in conjunction with all other systems, products or processes with which they are required or designed to interface, continue to be used normally and to operate successfully (both in functionality and performance in all material respects) over the transition into the twenty first century when used in accordance with the documentation relating to all software (and related Acquired Corporation Proprietary Assets) that is sold, licensed or transferred by any Acquired Corporation to any Person, including being able to, before, on and after January 1, 2000 substantially conform to the following: (i) use logic pertaining to dates which allow users to identify and/or use the century portion of any date fields without special processing; and (ii) respond to all date elements and date input so as to resolve any ambiguity as to century in a disclosed, defined and pre-determined manner and provide date information in ways which are unambiguous as to century, either by permitting or requiring the century to be specified or where the data element is represented without a century, the correct century is unambiguous for all manipulations involving that element.

Proprietary Assets. (a) Part 3.6(a) of the Parent Disclosure Schedule sets forth all U.S. and foreign patent, patent application, trademarks, trademark applications, copyright registrations and copyright applications owned by any of Parent and its Subsidiaries. Parent or an Affiliate has good its Subsidiaries have good, valid and marketable title to, or have a valid title right to use, license or otherwise exploit, all of the Parent Proprietary Assets necessary for the conduct of Parent's or its respective Proprietary AssetsSignificant Subsidiaries' businesses as presently conducted or as contemplated to be conducted, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, ; and (ii) minor non-material liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) any Subsidiary of the Parent Disclosure SchedulesParent. None of Parent or an Affiliate any Subsidiary of Parent has a valid right developed jointly with any other Person any Parent Proprietary Asset that is material to use, license and otherwise exploit all the business of its material Proprietary AssetsParent or any Subsidiary of Parent with respect to which such other Person has any rights. Except as set forth in Schedule 3.11(a) of the Parent Disclosure SchedulesSEC Documents, there is no Parent Contract (with the exception of end user license agreements in the form previously delivered by Parent to the Company) pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Parent Proprietary Asset. (b) Parent and its Affiliates have taken reasonable measures and precautions to protect and maintain the confidentiality of their respective Proprietary Assets. To Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Proprietary Asset. (i) All all patents, trademarks, service marks and copyrights that are material to the business and held owned by Parent or an Affiliate any Subsidiary of Parent are valid, enforceable and subsisting; (ii) to Parent’s Knowledge, none of the Parent Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate any Subsidiary of Parent (either by itself or with any other Person) to Parent's knowledge infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) none of the products that are or have been designed, created, developed, assembled, manufactured or sold by Parent or any Subsidiary of Parent is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and since January 1, 1997 none of such products has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and none of Parent or any Subsidiary of Parent has received any notice or other written communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; and (iv) to Parent’s Knowledge, 's knowledge no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Parent Proprietary Asset. To Parent's knowledge, the Parent Proprietary Assets constitute all the Proprietary Assets necessary to enable Parent and the Significant Subsidiaries of Parent to conduct their respective businesses in the manner in which such businesses have been and are being conducted. None of Parent or any Subsidiary of Parent has (i) licensed any material Parent Proprietary Asset that is to any Person on an exclusive basis, or (ii) entered into any covenant not to compete or Contract limiting its ability to exploit fully any material Parent Proprietary Assets or to Parent’s transact business in any market or geographical area or with any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person.

Proprietary Assets. (a) Parent or an Affiliate has good and valid title to all of its respective the Intellectual Property owned by Parent that are material to the business of the Parent (“Parent Proprietary Assets”), free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or AffiliateParent, or and (iii) as set forth on Schedule 3.11(a) nonexclusive licenses entered into in the ordinary course of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit all of its material Proprietary Assets. Except as set forth in Schedule 3.11(a) of Parent Disclosure Schedules, there is no Contract pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Proprietary Assetbusiness. (b) Parent and its Affiliates have taken reasonable measures and precautions to protect and maintain To the confidentiality Knowledge of their respective Proprietary Assets. To Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Proprietary Asset. : (i) All all patents, trademarks, service marks and copyrights that are material to the business and held by Parent or an Affiliate are valid, enforceable and subsisting; (ii) to Parent’s Knowledge, none of the Parent Proprietary Assets and no Proprietary Asset Intellectual Property that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset Intellectual Property owned or used by any other Person; (iii) to Parent’s Knowledgenone of the products that are or have been designed, no other Person created, developed, assembled, manufactured or sold by Parent is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset Intellectual Property owned or used by any other Person, and neither and, except as set forth in Part 3.7(b) of the Parent nor any Affiliate Disclosure Schedule, since January 1, 2004, Parent has not received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset Intellectual Property owned or used by any other Person; (iv) except as set forth in Part 3.7(b) of the Parent Disclosure Schedule, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Intellectual Property owned or used by any other Person infringes or conflicts with, any material Parent Proprietary Asset. (c) The Parent Proprietary Assets, together with any Intellectual Property currently being licensed to Parent by third parties, constitute all the Intellectual Property necessary to enable Parent to conduct its business in the manner in which such business is being conducted.

Proprietary Assets. (a) Parent Each Loan Party and each Subsidiary and Owned Entity (i) owns or an Affiliate has good and valid title sufficient rights to all of Proprietary Assets used in or necessary for its respective Proprietary Assetsbusiness as currently or proposed to be conducted, free and clear of all EncumbrancesLiens, except for (i) any lien for current taxes not yet due other than Permitted Liens; and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit all of its material Proprietary Assets. Except as set forth in Schedule 3.11(a) of Parent Disclosure Schedules, there is no Contract pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Proprietary Asset. (b) Parent and its Affiliates have taken reasonable and customary measures and precautions necessary to protect and maintain the confidentiality and secrecy of their respective its Proprietary Assets (except the Proprietary Assets the value of which would be unimpaired by public disclosure) and otherwise to maintain and protect the value of its Proprietary Assets. To Parent’s KnowledgeAll necessary registration, no current maintenance and renewal fees previously due in connection with any registered Proprietary Assets have been paid and all necessary documents and certificates previously due in connection with such Proprietary Assets have been filed with the relevant patent, copyright, trademark or former employeeother authorities in the United States or foreign jurisdictions, officeras the case may be, directorfor the purposes of maintaining such Proprietary Assets. (b) Except where such infringement, stockholdermisappropriation or unlawful use has not had or would not reasonably be expected to have, consultant individually or independent contractor in the aggregate, a Material Adverse Effect, the operation of the business of each Loan Party and each of its Subsidiaries or Owned Entities (i) has not infringed or misappropriated, does not infringe or misappropriate, and will not infringe or misappropriate as a result of the execution, delivery and performance of this Agreement and the other Postpetition Loan Documents, any rightProprietary Asset of any Person, claim (ii) does not violate any right of any Person (including any right to privacy or interest in or with respect publicity), and (iii) does not materially breach any contract related to any Proprietary Asset. . No Loan Party or any Subsidiary or Owned Entity has received notice from any Person claiming that such operation or any act, any product, technology or service (iincluding products, technology or services currently under development by any Loan Party, any Subsidiary or any Owned Entity) All patents, trademarks, service marks and copyrights that are material or Proprietary Assets infringes or misappropriates any rights related to or arising out of Proprietary Assets of any Person. No Loan Party or any Subsidiary or Owned Entity has received notice to the business and effect that Proprietary Assets held by Parent any of them are invalid or an Affiliate are valid, enforceable and not subsisting; (ii) to Parent’s Knowledge, none of the Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledge, no . No other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned used in or pertaining to the business of any Loan Party or any Subsidiary or Owned Entity. (c) The Proprietary Assets used by any other Personin or pertaining to the business of each Loan Party and its Subsidiaries, and neither Parent nor the Proprietary Assets licensed to the Owned Entities, when taken together, are sufficient to enable such Loan Party and each of its Subsidiaries to conduct its business in the manner in which such business has been and is being conducted free from liabilities or valid claims of infringement or misappropriation by third parties. No Loan Party or any Affiliate of its Subsidiaries or Owned Entities has received licensed any notice of its Proprietary Assets to any Person on an exclusive basis and no Loan Party or other communication any Subsidiary or Owned Entity has entered into any covenant not to compete or contract limiting its ability to sell its products in any market or geographical area or with any Person. (d) All current and former employees of each Loan Party and its Subsidiaries providing technical services, or otherwise having access to confidential information, relating to any Loan Party’s Proprietary Assets have executed and delivered to such Loan Party or such Subsidiary an agreement (containing no material exceptions to or exclusions from the scope of its coverage relevant to such Loan Party’s business) that is substantially the same as to the forms of standard employee agreement previously delivered to the Lender, and all current and former consultants and independent contractors to each Loan Party or its Subsidiaries providing technical services relating to such Loan Party’s or its Subsidiaries’ Proprietary Assets have executed and delivered to such Loan Party or such Subsidiary, an agreement (containing no material exceptions to or exclusions from the scope of its coverage relevant to such Loan Party’s business), the material provisions of which are in writing or otherwisesubstance as protective to such Loan Party as the terms of the forms of standard employee agreement previously delivered to the Lender. (e) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, To the extent that any Proprietary Asset owned has been developed or used created independently or jointly by any Person other Personthan any Loan Party or any Subsidiary or Owned Entity for which any Loan Party or any Subsidiary or Owned Entity has directly or indirectly, provided consideration for such development or creation, each Loan Party or the relevant Subsidiary or Owned Entity has a written agreement with such Person with respect thereto, and the relevant Loan Party or relevant Subsidiary or Owned Entity thereby has obtained ownership of, and is the exclusive owner of, all such Proprietary Assets therein by operation of law or by valid assignment, and has required the waiver of all non-assignable rights. (f) Other than standard Proceedings involving applications pending before the U.S. Patent and Trademark office or foreign patent offices, no Proprietary Assets, product, technology, or service of any Loan Party or any Subsidiary or Owned Entity is subject to any Proceeding or outstanding decree, order, judgment or settlement agreement or stipulation that restricts in any manner the use, transfer or licensing thereof by any Loan Party or any Subsidiary or Owned Entity, or may affect the validity, use or enforceability of such Proprietary Asset, product technology or service. (g) Section 3.11(g) of the Disclosure Schedule lists separately, by entity, all material Proprietary Assets owned by, or filed in the name of, each Loan Party, each of its Subsidiaries and each of its Owned Entities that have been registered in or with, issued by, or for which an application for registration has been filed in or with, a federal, state or other governmental office or agency of appropriate jurisdiction.

Proprietary Assets. (a) Parent Part 2.6(a) of the Company Disclosure Schedule sets forth all U.S. and foreign patents, patent applications, trademarks, trademark applications, copyright registrations and copyright applications owned by any of the Constituent Corporations. Each Constituent Corporation has good, valid and marketable title to, or an Affiliate has good and a valid title right to use, license or otherwise exploit, all of its respective the Constituent Corporation Proprietary AssetsAssets necessary for the conduct of such Constituent Corporation's business as presently conducted or as contemplated to be conducted, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, ; and (ii) minor non-material liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) any of the Parent Disclosure SchedulesConstituent Corporations. Parent or an Affiliate None of the Constituent Corporations has a valid right developed jointly with any other Person any Constituent Corporation Proprietary Asset that is material to use, license and otherwise exploit all the business of its material Proprietary Assetsany of the Constituent Corporations with respect to which such other Person has any rights. Except as set forth in Schedule 3.11(a) of Parent Disclosure Schedulesthe Company SEC Documents, there is no Constituent Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Constituent Corporation Proprietary Asset. (b) Parent and its Affiliates have taken reasonable measures and precautions to protect and maintain the confidentiality of their respective Proprietary Assets. To Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Proprietary Asset. (i) All all patents, trademarks, service marks and copyrights that are material to owned by any of the business and held by Parent or an Affiliate Constituent Corporations are valid, enforceable and subsisting; (ii) to Parent’s Knowledge, none of the Constituent Corporation Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate any of the Constituent Corporations (either by itself or with any other Person) to the Company's knowledge infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) none of the products that are or have been designed, created, developed, assembled, manufactured or sold by any of the Constituent Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and none of such products has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and since January 1, 1997, none of the Constituent Corporations has received any written notice or other communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; and (iv) to Parent’s Knowledgethe Company's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Constituent Corporation Proprietary Asset. To the Company's knowledge, the Constituent Corporation Proprietary Assets constitute all the Proprietary Assets necessary to enable each of the Constituent Corporations to conduct its business in the manner in which such business has been and is being conducted. None of the Constituent Corporations has (i) licensed any of the material Constituent Corporation Proprietary Asset that is to any Person on an exclusive basis, or (ii) entered into any covenant not to compete or Contract limiting its ability to exploit fully any material Constituent Corporation Proprietary Assets or to Parent’s transact business in any market or geographical area or with any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person.

Proprietary Assets. (a) Parent owns, licenses or an Affiliate has good otherwise possess legally enforceable rights to use and valid title exploit all Proprietary Assets that are owned or licensed to all Parent or any Parent Subsidiary or used in or necessary for the operation of its Parent's or any Parent Subsidiary's respective businesses as currently conducted (the "Parent Proprietary Assets, free and clear of all Encumbrances"), except for (i) any lien for current taxes to the extent that the failure to have such rights has not yet due had, and payablewould not reasonably be expected to have, (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth a Material Adverse Effect on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit all of its material Proprietary Assets. Except as set forth in Schedule 3.11(a) of Parent Disclosure Schedules, there is no Contract pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Proprietary AssetParent. (b) Parent has delivered to the Company a list of all patents and its Affiliates have taken reasonable measures patent applications and precautions to protect all registered and maintain unregistered trademarks, trade names, service marks and copyrights, and all applications with respect therefor, included in the confidentiality of their respective Parent Proprietary Assets. , including the jurisdictions in which each such Parent Proprietary Asset has been issued or registered or in which any application for such issuance and registration has been filed, and has made available to the Company all licenses, sublicenses and other agreements to which Parent is a party and pursuant to which any Person is authorized to use any Parent Proprietary Asset, and all licenses, sublicenses and other agreements to which Parent is a party and pursuant to which it is authorized to use any Third Party Proprietary Assets. (c) To Parent’s Knowledge's knowledge, there is no current unauthorized use, disclosure, infringement or misappropriation of any Parent Proprietary Asset, or any Third Party Proprietary Asset to the extent licensed by or through Parent by any third party, including any employee or former employeeemployee of Parent, officer, director, stockholder, consultant or independent contractor except such as would not have a Material Adverse Effect on Parent. Neither Parent nor any Parent Subsidiary has entered into any right, claim or interest in or with respect agreement to indemnify any other Person against any charge of infringement of any Parent Proprietary Asset. (id) Neither Parent nor any Parent Subsidiary is, or will as a result of the execution and delivery of this Agreement or the performance of its obligations under this Agreement be, in breach of any license, sublicense or other agreement relating to any Parent Proprietary Asset or Third Party Proprietary Asset, except for such breaches that would not have a Material Adverse Effect on Parent. (e) All patents, registered trademarks, registered service marks and copyrights that are material to the business and held or copyright registrations owned by Parent or an Affiliate any Parent Subsidiary are valid, enforceable valid and subsisting; (ii) . Except for actions which would not reasonably be expected to have a Material Adverse Effect on Parent’s Knowledge, none of the Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made Parent Subsidiary (i) is a party to any unlawful or unauthorized use Legal Proceeding which involves a claim of infringement of any Third Party Proprietary Asset or (ii) has brought any Legal Proceeding for infringement of any Parent Proprietary Asset or breach of any license or agreement involving a Parent Proprietary Asset against any third party, which action is continuing. To Parent's knowledge, the manufacture, marketing, licensing or sale of any Parent Proprietary Asset or products does not infringe any Third Party Proprietary Asset. (f) Parent has secured agreements with all consultants and employees who prior to the date of this Agreement contributed to the creation or development of any Parent Proprietary Asset regarding the rights to such contributions that Parent does not already own by operation of law in the form substantially identical to the form of Proprietary Information and Inventions Agreement previously made available to the Company. (g) Parent has taken all reasonable and appropriate steps to protect and preserve the confidentiality of all Parent Proprietary Assets not otherwise protected by patents, patent applications or copyrights ("Confidential Information"). All use, disclosure or appropriation of Confidential Information owned by Parent by or used by to any other Personthird party has been pursuant to the terms of a written agreement between Parent and such third party, and neither all use, disclosure or appropriation of Confidential Information not owned by Parent nor any Affiliate has received any notice been pursuant to the terms of a written agreement between Parent and the owner of such Confidential Information, or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Personis otherwise lawful.

Proprietary Assets. (a) Parent Section 2.7(a) of the Company Disclosure Letter sets forth all U.S. and foreign patents, patent applications, registered trademarks, trademark applications, registered copyrights, copyright applications and domain names owned by any of the Acquired Companies that are material to and used in the business, operations or an Affiliate has products of the Acquired Companies. Section 2.7(a) of the Company Disclosure Letter sets forth any one-time, ongoing royalty or other payment obligations in excess of $25,000 with respect to Proprietary Assets licensed to or by any of the Acquired Companies by or to any Person and identifies the Contract under which each such Proprietary Asset is being licensed to such Acquired Company. The Acquired Companies have good and valid title to all of its respective the Acquired Company Proprietary AssetsAssets identified or required to be identified in Section 2.7(a) of the Company Disclosure Letter, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets Acquired Company Proprietary Asset subject thereto or materially impair the operations of Parent the Acquired Companies. The Acquired Companies own or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has have a valid right to use, subject to any relevant license and otherwise exploit all of its material Proprietary Assets. Except as set forth agreement(s) disclosed in Schedule 3.11(aSection 2.7(a) of Parent the Company Disclosure SchedulesLetter, there all Proprietary Assets that are used in the business, operations or products of the Acquired Companies, except to the extent that a failure by the Company to so own or have the valid right to use any such Proprietary Asset would not, individually or in the aggregate, be material to the Acquired Companies. None of the Acquired Companies has developed jointly with any other Person any Acquired Company Proprietary Asset that is no Contract pursuant material to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Proprietary Asset. (b) Parent the business of the Acquired Companies and its Affiliates have taken reasonable measures and precautions to protect and maintain the confidentiality of their respective Proprietary Assets. To Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to which such other Person has any rights, and no employee, officer or director of any Acquired Company owns or has rights in or to any Proprietary AssetAssets that are used in the business, operations or products of the Acquired Companies, except to the extent that a failure by the Company to so own or have the valid right to use any such Proprietary Asset would not, individually or in the aggregate, be material to the Acquired Companies. (i) All patents, trademarks, service marks and copyrights that are material to listed in Section 2.7(a) of the business and held by Parent or an Affiliate Company Disclosure Letter are valid, enforceable and subsisting; (ii) to Parent’s Knowledgethe knowledge of the Company, none of the Acquired Company Proprietary Assets that is used in the business, operations or products of the Acquired Companies and no Proprietary Asset that is currently being developed by Parent or an Affiliate any of the Acquired Companies (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledgethe knowledge of the Company, none of the business, operations, products, systems, software, computer, source code, models, algorithm, formula, inventions, designs or technology that has been designed, created, developed, assembled, manufactured or sold by any of the Acquired Companies is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, or has at any time infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person; (iv) none of the Acquired Companies has received any written notice or other communication (in writing) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any material Proprietary Asset owned or used by any other Person; and (v) to the knowledge of the Company, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Company Proprietary Asset. Except as set forth in Section 2.7(b) of the Company Disclosure Letter, none of the Acquired Companies has (i) licensed any material Acquired Company Proprietary Asset that is to any Person, or (ii) entered into any covenant not to compete or Contract limiting its ability to exploit fully any material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Acquired Company Proprietary Asset owned or used by to transact business in any other Person, and neither Parent nor market or geographical area or with any Affiliate has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person.

Proprietary Assets. (a) Parent Part 2.9(a)(i) of the Company Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by any of the AAHoldings Entities and registered with any Governmental Body or for which an Affiliate application has been filed with any Governmental Body: (i) a brief description of such Proprietary Asset; and (ii) the names of the jurisdictions covered by the applicable registration or application. Part 2.9(a)(ii) of the Company Disclosure Schedule identifies and provides a brief description of all other Proprietary Assets owned by any of the AAHoldings Entities that are material to the respective businesses of the AAHoldings Entities. Part 2.9(a)(iii) of the Company Disclosure Schedule identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations in excess of $10,000 with respect to, each Proprietary Asset that is licensed or otherwise made available to any of the AAHoldings Entities by any Person and is material to the respective businesses of the AAHoldings Entities (except for any Proprietary Asset that is licensed to any of the AAHoldings Entities under any third party software license generally available to the public), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such AAHoldings Entity. The AAHoldings Entities have good and valid title to all of its respective the AAHoldings Entity Proprietary AssetsAssets identified in Parts 2.9(a)(i) and 2.9(a)(ii) of the Company Disclosure Schedule, free and clear of all Encumbrances, except for for: (i) any lien for current taxes not yet due and payable, ; and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) any of the Parent Disclosure SchedulesAAHoldings Entities. Parent or an Affiliate has The AAHoldings Entities have a valid right to use, license and otherwise exploit all Proprietary Assets identified in Part 2.9(a)(iii) of its material Proprietary Assetsthe Company Disclosure Schedule. Except as set forth in Schedule 3.11(aPart 2.9(a)(iv) of Parent the Company Disclosure SchedulesSchedule, none of the AAHoldings Entities has developed jointly with any other Person any AAHoldings Entity Proprietary Asset that is material to the respective businesses of the AAHoldings Entities with respect to which such other Person has any rights. Except as set forth in Part 2.9(a)(v) of the Company Disclosure Schedule, there is no AAHoldings Entity Contract (with the exception of end user license agreements in the form previously delivered by the Company to Brainworks) pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material AAHoldings Entity Proprietary Asset. (b) Parent and its Affiliates The AAHoldings Entities have taken reasonable measures and precautions to protect and maintain the confidentiality confidentiality, secrecy and value of their respective all material AAHoldings Entity Proprietary Assets. To Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Assets (except AAHoldings Entity Proprietary AssetAssets whose value would be unimpaired by disclosure). (c) To the best of the knowledge of the LLC and the Company: (i) All all patents, trademarks, service marks and copyrights that are material to the business and held by Parent or an Affiliate any of the AAHoldings Entities are valid, enforceable and subsisting; (ii) to Parent’s Knowledge, none of the AAHoldings Entity Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate any of the AAHoldings Entities (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledgenone of the products that are or have been designed, no other Person created, developed, assembled, manufactured or sold by any of the AAHoldings Entities is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate none of the AAHoldings Entities has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; and (iv) no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material AAHoldings Entity Proprietary Asset. (d) The AAHoldings Entity Proprietary Assets constitute all the Proprietary Assets necessary to enable the AAHoldings Entities to conduct their respective businesses in the manner in which such businesses are being conducted. None of the AAHoldings Entities has: (i) licensed any of the material AAHoldings Entity Proprietary Assets to any Person on an exclusive basis; or (ii) entered into any covenant not to compete or Contract limiting its ability to exploit fully any material AAHoldings Entity Proprietary Assets or to transact business in any market or geographical area or with any Person. (e) Except as set forth in Part 2.9(e) of the Company Disclosure Schedule, none of the AAHoldings Entities has disclosed or delivered to any Person, or permitted the disclosure or delivery to any escrow agent or other Person, of any AAHoldings Entity Source Code. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the disclosure or delivery to any Person of any AAHoldings Entity Source Code. Part 2.10(a) of the Company Disclosure Schedule identifies each Contract pursuant to which the Company has deposited or is required to deposit with an escrowholder or any other Person of any AAHoldings Entity Source Code, and further describes whether the execution of this Agreement or the consummation of any of the transactions contemplated hereby could reasonably be expected to result in the release or disclosure of any AAHoldings Entity Source Code.

Proprietary Assets. (a) Parent or an Affiliate has good and valid title to all of its respective Proprietary Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a3.6(a) of the Parent Disclosure SchedulesSchedule sets forth as of the date of this Agreement (i) all U.S. and foreign patents, patent applications, registered trademarks, trademark applications, copyright registrations and copyright applications, Internet domain names, and fictitious name and assumed name registrations owned by any of the SafeNet Corporations, (ii) all patent applications that are currently in the name of inventors and for which a SafeNet Corporation has the right to receive an assignment, (iii) all computer programs and software applications for which a SafeNet Corporation owns the copyright, and (iv) all material third party technology licenses to which a SafeNet Corporation is the licensee party and which are set forth on Schedule 3.7(a)(iii) of the Parent Disclosure Schedule. Parent Each SafeNet Corporation has good, valid and marketable title to, or an Affiliate has a valid right to use, license and or otherwise exploit exploit, all of its the material SafeNet Corporation Proprietary AssetsAssets necessary for the conduct of such SafeNet Corporation’s business as presently conducted, free and clear of all Encumbrances. Except as set forth None of the SafeNet Corporations has developed jointly with any other Person any material SafeNet Corporation Proprietary Asset with respect to which such other Person has any rights. Other than Contracts entered into in Schedule 3.11(a) the ordinary course of Parent Disclosure Schedulesbusiness consistent with prior practice that are not, with respect to any individual Contract, material to the SafeNet Corporations, there is no SafeNet Corporation Contract (with the exception of end user license agreements in the form previously delivered or made available by Parent to the Company) pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material SafeNet Corporation Proprietary Asset. (b) Parent and its Affiliates have taken reasonable measures and precautions to protect and maintain Asset owned or exclusively licensed by any of the confidentiality of their respective Proprietary Assets. To Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Proprietary AssetSafeNet Corporations. (i) All patentsTo Parent’s knowledge, trademarks, service marks and copyrights that are material to all SafeNet Corporation Proprietary Assets owned by any of the business and held by Parent or an Affiliate SafeNet Corporations are valid, enforceable enforceable, subsisting and subsistingin effect; (ii) to Parentthe Company’s Knowledge, knowledge none of the SafeNet Corporation Proprietary Assets and no Proprietary Asset that is currently being developed or reduced to practice or which is the subject of a current invention disclosure by Parent or an Affiliate any of the SafeNet Corporations (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledgeknowledge, none of the products or services that is or has been designed, created, developed, assembled, performed, manufactured or sold by any of the SafeNet Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and, to Parent’s knowledge, none of such products or services has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and none of the SafeNet Corporations has received any written notice or of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; (iv) to Parent’s knowledge, the operation of the business of each SafeNet Corporation as it currently is conducted does not infringe or misappropriate or make any unlawful or unauthorized use of any Proprietary Asset of any other Person; and (v) to Parent’s knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material SafeNet Corporation Proprietary Asset that Asset. The SafeNet Corporation Proprietary Assets constitute all the material Proprietary Assets necessary to enable each of the SafeNet Corporations to conduct its business in the manner in which such business is material being conducted. None of the SafeNet Corporations has entered into any covenant not to Parent’s compete or any Affiliate’s business and (iv) in each case Contract limiting its ability to Parent’s Knowledge, neither exploit fully any Acquired Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset Assets owned or used licensed by such SafeNet Corporation or to transact business in any market or geographical area or with any Person. (c) Each SafeNet Corporation has taken all reasonable steps that are required to protect such SafeNet Corporation’s rights in confidential information and trade secrets of the SafeNet Corporation or provided by any other Personperson to the SafeNet Corporation. Without limiting the foregoing, each SafeNet Corporation has, and neither Parent nor any Affiliate has received any notice or other communication (enforces, a policy requiring each employee, consultant and contractor to execute a proprietary information and confidentiality agreement, substantially in writing or otherwisethe forms previously made available to the Company and listed on Schedule 3.6(c) of the Parent Disclosure Schedule, and all current and former employees, consultants and contractors of such SafeNet Corporation have executed such an agreement. (d) The SafeNet Corporation Proprietary Assets owned by the SafeNet Corporations do not contain any actualshareware, alleged, possible open source code or potential infringement, misappropriation or unlawful or unauthorized use of, freeware. Parent has used commercially reasonable efforts to prohibit the public disclosure of any Proprietary Asset owned or used by any other Personof its source code.

Proprietary Assets. (a) Parent or an Affiliate The Company has good and valid title to all of its respective Company Proprietary Assets, Assets free and clear of all liens and other Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit use all of its material Proprietary Assets. Except as set forth in Schedule 3.11(a) of Parent Disclosure Schedules, there The Company is no Contract pursuant not obligated to which make any payment to any Person other than Parent or an Affiliate has for the use of any right (whether or not currently exercisable) Company Proprietary Asset. To the best knowledge of the Company, the Company is free to use, modify, copy, distribute, sell, license or otherwise exploit any material each of the Company Proprietary AssetAssets on an exclusive basis. (b) Parent and its Affiliates have The Company has taken reasonable measures and precautions necessary to protect and maintain the confidentiality and secrecy of their respective all Company Proprietary Assets (except Company Proprietary Assets whose value would be unimpaired by public disclosure) and otherwise to maintain and protect the value of all Company Proprietary Assets. To Parent’s KnowledgeThe Company has not disclosed or delivered or permitted to be disclosed or delivered to any Person, and no current Person (other than the Company) has access to or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or rights with respect to to, any Company Proprietary Asset. (ic) All patents, trademarks, service marks and copyrights that are material to To the business and held by Parent or an Affiliate are valid, enforceable and subsisting; (ii) to Parent’s Knowledgebest knowledge of the Company, none of the Company Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates infringes or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledge. The Company is not misappropriating or making any unlawful use of, and the Company has not at any time misappropriated or made any unlawful use of, or received any notice or other communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful use of, any Proprietary Asset owned or used by any other Person. To the best knowledge of the Company, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Company Proprietary Asset that Asset. (d) The Company Proprietary Assets constitute all the Proprietary Assets necessary to enable the Company to conduct its business in the manner in which such business has been conducted and in the manner in which such business is material proposed to Parent’s be conducted after the Closing. The Company has not licensed any of the Company Proprietary Assets to any Person on an exclusive basis and the Company has not entered into any covenant not to compete or Contract limiting its ability to exploit fully any Affiliate’s of its Proprietary Assets or to transact business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated market or made geographical area or with any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person.

Proprietary Assets. (a) Part 3.9(a)(i) of the Parent Disclosure Schedule sets forth, with respect to each Proprietary Asset owned by Parent and registered with any Governmental Body or for which an Affiliate application has good been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. Part 3.9(a)(ii) of the Parent Disclosure Schedule identifies and provides a brief description of, any ongoing royalty or payment obligations in excess of $10,000 with respect to, each Proprietary Asset that is licensed or otherwise made available to Parent by any Person (except for any Proprietary Asset that is licensed to Parent under any third party software license generally available to the public at a price per central processing unit of not less than $5,000), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to Parent. To the knowledge of Parent, Parent has good, valid and marketable title to all of its respective the Proprietary AssetsAssets identified in Part 3.9(a)(i) of the Parent Disclosure Schedule and to all other Proprietary Assets that Parent purports to own, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent. To the knowledge of Parent, Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit all Proprietary Assets identified in Part 3.9(a)(ii) of its material Proprietary Assetsthe Parent Disclosure Schedule. Except as set forth in Schedule 3.11(aPart 3.9(a)(iii) of the Parent Disclosure SchedulesSchedule, Parent has not developed jointly with any other Person any Proprietary Asset that is material to the business of Parent with respect to which such other Person has any rights. Except as set forth in Part 3.9(a)(iv) of the Parent Disclosure Schedule, to Parent's knowledge there is no Parent Contract pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Parent Proprietary Asset. (b) Parent and its Affiliates have has taken reasonable measures and precautions to protect and maintain the confidentiality confidentiality, secrecy and value of their respective all material Parent Proprietary AssetsAssets (except Parent Proprietary Assets whose value would be unimpaired by disclosure). To Parent’s KnowledgeWithout limiting the generality of the foregoing, except as set forth in Part 3.9(b) of the Parent Disclosure Schedule, (i) all current employees of Parent who are or were involved in, or who have contributed to, the creation or development of any Parent Proprietary Asset have executed and delivered to Parent an agreement that is substantially identical to the form of Confidential Information and Invention Assignment Agreement previously delivered by Parent to the Company, and (ii) all current consultants and independent contractors to Parent who are or were involved in, or who have contributed to, the creation or development of any material Parent Proprietary Asset have executed and delivered to Parent an agreement (containing no exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of Consultant Confidential Information and Invention Assignment Agreement previously delivered by Parent to the Company. No current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Parent Proprietary Asset. Parent has not disclosed or delivered to any Person, or permitted the disclosure or delivery to any escrow agent or other Person, of the source code, or any portion or aspect of the source code, or any proprietary information or algorithm contained in any source code, of any Parent Proprietary Asset. (c) To the best knowledge of Parent: (i) All all patents, trademarks, service marks and copyrights that are material to the business and held by Parent or an Affiliate are valid, enforceable and subsisting; (ii) to Parent’s Knowledge, none of the Parent Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledgenone of the products that are or have been designed, no other Person created, developed, assembled, manufactured or sold by Parent is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither none of such products has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and Parent nor any Affiliate has not received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; (iv) no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Parent Proprietary Asset. (d) The Parent Proprietary Assets constitute all the Proprietary Assets necessary to enable Parent to conduct its business in the manner in which such business has been and is being conducted. Parent has not (i) licensed any of the material Parent Proprietary Assets to any Person on an exclusive basis, or (ii) entered into any covenant not to compete or Contract limiting its ability to exploit fully any material Parent Proprietary Assets or to transact business in any market or geographical area or with any Person.

Proprietary Assets. (a) Parent As of the date hereof, Part 2.6(a)(i) of the Company Disclosure Schedule sets forth all U.S. and foreign patents, patent applications, registered trademarks, trademark applications, registered copyrights and copyright applications owned by any of the Acquired Corporations. As of the date hereof, Part 2.6(a)(ii) of the Company Disclosure Schedule identifies any ongoing royalty or an Affiliate has payment obligations in excess of $100,000 with respect to, each Proprietary Asset that is licensed or otherwise made available to any of the Acquired Corporations by any Person and is material to the business of the Acquired Corporations (except for any Proprietary Asset that is licensed to any Acquired Corporation under any third party software license generally available to the public), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Acquired Corporation. The Acquired Corporations have good and valid title to all of its respective the Acquired Corporation Proprietary AssetsAssets identified or required to be identified in Part 2.6(a)(i) of the Company Disclosure Schedule, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets Acquired Corporation Proprietary Asset subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure SchedulesAcquired Corporations. Parent or an Affiliate has The Acquired Corporations have a valid right to use, license and otherwise exploit all of its material Proprietary Assets. Except as set forth Assets identified in Schedule 3.11(aPart 2.6(a)(ii) of Parent the Company Disclosure Schedules, there Schedule. None of the Acquired Corporations has developed jointly with any other Person any Acquired Corporation Proprietary Asset that is material to the business of the Acquired Corporations and with respect to which such other Person has any rights. There is no Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any Acquired Corporation Proprietary Asset that is material Proprietary Assetto the business of the Acquired Corporations. (b) Parent and its Affiliates The Acquired Corporations have taken reasonable measures and precautions to protect and maintain the confidentiality confidentiality, secrecy and value of their respective all material Acquired Corporation Proprietary AssetsAssets (except Acquired Corporation Proprietary Assets whose value would be unimpaired by disclosure). To Without limiting the generality of the foregoing, (i) each current or former employee of any Acquired Corporation who is or was involved in, or who has contributed to, the creation or development of any Acquired Corporation Proprietary Asset has executed and delivered to such Acquired Corporation an agreement (containing no exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of Confidential Information and Invention Assignment Agreement previously delivered by the Company to Parent’s Knowledge, and (ii) each current and former consultant and independent contractor to any Acquired Corporation who is or was involved in, or who has contributed to, the creation or development of any Acquired Corporation Proprietary Asset has executed and delivered to the Company an agreement (containing no exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of Consultant Confidential Information and Invention Assignment Agreement previously delivered to Parent. No current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Acquired Corporation Proprietary Asset. (c) To the best of the knowledge of the Company: (i) All all patents, trademarks, service marks and copyrights that are material to the business and held by Parent or an Affiliate any of the Acquired Corporations are valid, enforceable and subsisting; (ii) to Parent’s Knowledge, none of the Acquired Corporation Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate any of the Acquired Corporations (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledgenone of the products, systems, software, computer, source code, models, algorithm, formula, inventions, designs or technology that has been designed, created, developed, assembled, manufactured or sold by any of the Acquired Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, or has at any time infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person; (iv) none of the Acquired Corporations has received any notice or other communication (in writing) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; and (v) no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Proprietary Asset. The Acquired Corporation Proprietary Assets constitute all the Proprietary Assets necessary to enable each of the Acquired Corporations to conduct its business in the manner in which such business has been and is being conducted. None of the Acquired Corporations has (i) licensed any of the material Acquired Corporation Proprietary Asset that is to any Person on an exclusive basis, or (ii) entered into any covenant not to compete or Contract limiting its ability to exploit fully any material Acquired Corporation Proprietary Assets or to Parent’s transact business in any market or geographical area or with any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person.

Proprietary Assets. (a) Parent or an Affiliate has good and valid title to all To the best of its respective Proprietary Assets, free and clear the knowledge of all Encumbrances, except for Parent: (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit all of its material Proprietary Assets. Except as set forth in Schedule 3.11(a) of Parent Disclosure Schedules, there is no Contract pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Proprietary Asset. (b) Parent and its Affiliates have taken reasonable measures and precautions to protect and maintain the confidentiality of their respective Proprietary Assets. To Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Proprietary Asset. (i) All patents, trademarks, service marks and copyrights that are held by Parent and material to the business and held by of Parent or an Affiliate are valid, enforceable and subsisting; (ii) to Parent’s Knowledge, none of the no Proprietary Assets Asset owned by Parent and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, infringes or misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person, except where any liability, or any restriction on sale, use, development or licensing of a Proprietary Asset, arising from such infringement, misappropriation or unlawful use has not had and would not reasonably be expected to have a Material Adverse Effect on Parent; (iii) Parent is not infringing, misappropriating or making any unlawful use of any Proprietary Asset owned by any other Person, except where any liability, or any restriction on sale, use, development or licensing of a Proprietary Asset, arising from such infringement, misappropriation or unlawful use has not had and would not reasonably be expected to have a Material Adverse Effect on Parent’s Knowledge; (iv) none of the products that are or have been designed, no other Person created, developed, assembled, manufactured or sold by Parent is infringing, misappropriating or making any unlawful or unauthorized use of, and no of any Proprietary Asset owned or used by any other Person infringes or conflicts withPerson, and none of such products has at any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has time infringed, misappropriated or made any unlawful or unauthorized use of of, any Proprietary Asset owned or used by of any other Person, except where any liability, or any restriction on sale, use, development or licensing of a Proprietary Asset, arising from such infringement, misappropriation or unlawful use has not had and neither would not reasonably be expected to have a Material Adverse Effect on Parent; (v) since December 31, 1995, Parent nor any Affiliate has not received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; (vi) no other Person is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned by Parent, and no Proprietary Asset owned or used by any other Person infringes any material Proprietary Asset owned by Parent, except where such infringement, misappropriation or unlawful use has not had and would not reasonably be expected to have a Material Adverse Effect on Parent. (b) The Proprietary Assets owned by or licensed to Parent constitute all the Proprietary Assets necessary to enable Parent to conduct its business substantially in the manner in which such business has been and is being conducted.

Proprietary Assets. (a) Parent or an Affiliate The Company has good and valid title to all of its respective Proprietary Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit all of its material Proprietary Assets. Except as set forth in Schedule 3.11(a) of Parent Disclosure Schedules, there is no Contract pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Proprietary Asset. (b) Parent and its Affiliates have taken reasonable measures and precautions to protect and maintain the confidentiality confidentiality, secrecy and value of their respective its Proprietary Assets. To Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Proprietary Asset. (b) Except as set forth in the Company SEC Documents and to the best knowledge of the Company: (i) All all patents, trademarks, service marks and copyrights that are material to the business and held by Parent or an Affiliate the Company are valid, enforceable and subsisting; (ii) to Parent’s Knowledge, none of the no Company Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate the Company (either by itself or with any other Personperson) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledgenone of the products that are or have been designed, created, developed, assembled, manufactured or sold by the Company is infringing, misappropriating or making any lawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and none of such products has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and the Company has not received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person; (iv) no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Company Proprietary Asset that Assets. (c) The Company's Proprietary Assets constitute all the Proprietary Assets necessary to enable the Company to conduct its business in the manner in which such business has been and is material being conducted. The Company has not (i) licensed any of the Company Proprietary Assets to Parent’s any person on an exclusive basis, or (ii) entered into any Affiliate’s covenant not to compete or Contract limiting its ability to exploit fully any of its Proprietary Assets or to transact business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated market or made geographical area or with any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Personperson.

Proprietary Assets. (a) Parent Schedule 2.6(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all U.S. and foreign patents, patent applications, invention disclosures, trademarks, service marks, trademark and service xxxx registrations and applications, copyright registrations, copyright applications, material unregistered copyrights and domain names owned by any of the Acquired Corporations. Each Acquired Corporation has good, valid and marketable title to, or an Affiliate has good a valid and valid title enforceable right to use, license or otherwise exploit, all of its respective the Acquired Corporation Proprietary AssetsAssets necessary for the conduct of that Acquired Corporation's business as presently conducted, free and clear of all Encumbrances, except for (i) any lien for current taxes Taxes not yet due and payable, . No Acquired Corporation has developed jointly with any other Person any Acquired Corporation Proprietary Assets with respect to which such other Person has any rights. There is no Acquired Corporation Contract (ii) minor liens that have arisen with the exception of end user license Contracts in the ordinary course of business and that do not (individually or in form previously delivered by the aggregateCompany to Parent) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit all of its material Proprietary Assets. Except as set forth in Schedule 3.11(a) of Parent Disclosure Schedules, there is no Contract pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Proprietary Asset. (b) Parent and its Affiliates have taken reasonable measures and precautions to protect and maintain the confidentiality of their respective Proprietary Assets. To Parent’s Knowledge, no current Assets owned or former employee, officer, director, stockholder, consultant or independent contractor has exclusively licensed by any right, claim or interest in or with respect to any Proprietary AssetAcquired Corporation. (i) All patents, trademarks, service marks and copyrights that are material to the business and held by Parent or an Affiliate Acquired Corporation Proprietary Assets are valid, enforceable and subsisting; (ii) to Parent’s Knowledge, none of the Acquired Corporation Proprietary Assets and no Proprietary Asset Assets that is are currently being developed by Parent or an Affiliate any Acquired Corporation (either by itself or with any other Person) infringes, misappropriates misappropriates, violates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) none of the products or services that are or have been designed, created, developed, assembled, performed, manufactured or sold by any Acquired Corporation is infringing, misappropriating, violating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and none of such products or services has at any time infringed, misappropriated, violated or made any unlawful or unauthorized use of, and no Acquired Corporation has received any written notice or, to Parent’s Knowledgeits knowledge, other communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; (iv) the operation of the business of each Acquired Corporation as it currently is conducted does not and after Closing when conducted in substantially the same manner will not, infringe, misappropriate, violate or make any unlawful or unauthorized use of any Proprietary Asset of any Person; and (v) to the knowledge of each Acquired Corporation, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Acquired Corporation Proprietary Asset Assets. The Acquired Corporation Proprietary Assets constitute all the Proprietary Assets necessary to enable each Acquired Corporation to conduct its business in the manner in which such business is being conducted. After the Closing, the Acquired Corporations will retain good, valid, and enforceable title to the Acquired Corporation Proprietary Assets, free and clear of all Encumbrances and on the same terms and conditions as in effect immediately prior to the Closing. None of the Acquired Corporations has (A) licensed any of the Acquired Corporation Proprietary Assets to any Person on an exclusive basis, or (B) entered into any covenant not to compete or Contract limiting its ability to exploit fully any Acquired Corporation Proprietary Assets or to transact business in any market or geographical area or with any Person. (c) Each Acquired Corporation has taken all reasonable steps that is material are required to Parent’s protect its rights in its own confidential information and trade secrets and in any confidential information or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used trade secrets provided by any other PersonPerson to such Acquired Corporation. Without limiting the foregoing, each Acquired Corporation has, and neither Parent nor any Affiliate has received any notice or other communication (enforces, a policy requiring each employee, consultant and contractor to execute a proprietary information and confidentiality agreement, substantially in writing or otherwisethe form attached to Schedule 2.6(c) of any actualthe Company Disclosure Schedule, allegedand all current and former employees, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Personconsultants and contractors of each Acquired Corporation have executed such an agreement.

Proprietary Assets. (a) Parent or an Affiliate The Company has good and valid title to all of its respective the Company Proprietary AssetsAssets owned by the Company that are material to the business of the Company, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit all of its material Proprietary Assets. Except as set forth in Schedule 3.11(a) of Parent Disclosure Schedules, there is no Contract pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Proprietary AssetCompany. (b) Parent and its Affiliates have taken reasonable measures and precautions to protect and maintain To the confidentiality best of their respective Proprietary Assets. To Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Proprietary Asset. the knowledge of the Company: (i) All all patents, trademarks, service marks and copyrights that are material to the business and held by Parent or an Affiliate the Company are valid, enforceable and subsisting; (ii) to Parent’s Knowledge, none of the Company Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate the Company (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledgenone of the products that are or have been designed, no other Person created, developed, assembled, manufactured or sold by the Company is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate and, except as set forth in Part 3.8(b) of the Company Disclosure Schedule, since December 31, 1999, the Company has not received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other PersonPerson that has or would reasonably be expected to have a Material Adverse Effect on the Company; (iv) except as set forth in Part 3.8(b) of the Company Disclosure Schedule, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Company Proprietary Asset. (c) To the best of the knowledge of the Company, the Company Proprietary Assets, together with any Proprietary Assets currently being licensed to the Company by third parties, constitute all the Proprietary Assets necessary to enable the Company to conduct its business in the manner in which such business is being conducted.

Proprietary Assets. (a) Parent or an Affiliate has good and valid title to all of its respective Parent Proprietary Assets, Assets free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit use all of its material Parent Proprietary Assets. Except as set forth in Schedule 3.11(a) of No Parent Disclosure Schedules, there Subsidiary has any title to any Parent Proprietary Asset. Neither Parent nor any Parent Subsidiary is no Contract pursuant obligated to which make any payment to any Person other than for the use of any Parent or an Affiliate has any right (whether or not currently exercisable) Proprietary Asset. To the best knowledge of Parent, Parent is free to use, modify, copy, distribute, sell, license or otherwise exploit any material each of the Parent Proprietary AssetAssets on an exclusive basis. (b) Parent and its Affiliates have each Parent Subsidiary has taken reasonable measures and precautions necessary to protect and maintain the confidentiality and secrecy of their respective all Parent Proprietary Assets (except Parent Proprietary Assets whose value would be unimpaired by public disclosure) and otherwise to maintain and protect the value of all Parent Proprietary Assets. To Parent’s KnowledgeNeither Parent nor any Parent Subsidiary has disclosed or delivered or permitted to be disclosed or delivered to any Person, and no current Person (other than Parent or former employee, officer, director, stockholder, consultant a Parent Subsidiary) has access to or independent contractor has any right, claim or interest in or rights with respect to any Parent Proprietary Asset. (ic) All patents, trademarks, service marks and copyrights that are material to To the business and held by Parent or an Affiliate are valid, enforceable and subsisting; (ii) to best knowledge of Parent’s Knowledge, none of the Parent Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates infringes or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to . Neither Parent nor any Parent Subsidiary is misappropriating or making any unlawful use of, and neither Parent nor any Parent Subsidiary has at any time misappropriated or made any unlawful use of, or received any notice or other communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful use of, any Proprietary Asset owned or used by any other Person. To the best knowledge of Parent’s Knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Parent Proprietary Asset that is material Asset. (d) Parent Proprietary Assets constitute all the Proprietary Assets necessary to Parent’s or any Affiliate’s enable Parent and each Parent Subsidiary to conduct its business and (iv) in each case to Parent’s Knowledge, neither the manner in which such business has been conducted. Neither Parent nor any Affiliate Parent Subsidiary has infringed, misappropriated or made licensed any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person.the

Proprietary Assets. (a) Parent At the Closing, the Company (A) will own or an Affiliate has good and valid title have sufficient rights to all Proprietary Assets (as defined in Section 3.12(e) below) used in The Children’s Internet®” business as currently conducted, including the Proprietary Assets currently used in Version 9.4 and 9.5 of its respective Proprietary AssetsThe Children’s Internet software/online service, free and clear of all Encumbrancesliens and other encumbrances, except for and (iB) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit all of its material Proprietary Assets. Except as set forth in Schedule 3.11(a) of Parent Disclosure Schedules, there is no Contract pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Proprietary Asset. (b) Parent and its Affiliates will have taken reasonable and customary measures and precautions necessary to protect and maintain the confidentiality and secrecy of their respective all its Proprietary Assets (except the Proprietary Assets whose value would be unimpaired by public disclosure) and otherwise to maintain and protect the value of all its Proprietary Assets. To Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Proprietary Asset. (ib) All patentsTo the Company’s knowledge, trademarksthe Company is not infringing, service marks and copyrights that are material to the business and held by Parent misappropriating or an Affiliate are validmaking any unlawful use of or has at any time infringed, enforceable and subsisting; (ii) to Parent’s Knowledgemisappropriated or made any unlawful use of, none of the Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; person or entity. No claims or notices (iiiin writing or otherwise) with respect to Proprietary Assets have been communicated to the Company (A) to Parentthe effect that the manufacture, sale, license or use of any Proprietary Assets as now used or currently offered or proposed for use or sale by the Company or any of its subsidiaries infringes or potentially infringes, or constitutes a misappropriation or unlawful use of, any copyright, patent, trade secret or other intellectual property right of a third party, or (B) challenging the ownership or validity of any of the rights of either the Company or any of its subsidiaries to or interest in such Proprietary Assets. The Company has not received notice to the effect that any patents or registered trademarks, service marks or registered copyrights held by them are invalid or not subsisting except for failures to be valid and subsisting that could not reasonably be expected to have a Material Adverse Effect. To the Company’s Knowledgeknowledge, no other Person person or entity is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person person or entity infringes or conflicts with, any Proprietary Asset that is material used in or pertaining to Parent’s the business of the Company or any Affiliateof its subsidiaries. (c) At the Closing, the Proprietary Assets used in or pertaining to the business of the Company will be sufficient in the Company’s reasonable judgment to enable the Company to conduct its business in the manner in which such business has been and is being conducted and, to the Company’s knowledge, free from liabilities or valid claims of infringement or misappropriation by third parties. The Company has not licensed any of its Proprietary Assets to any person or entity on an exclusive basis and they have not entered into any covenant not to compete or contract limiting their ability to sell their products in any market or geographical area or with any person or entity other than restrictions in a license agreement that are typical of those granted in the ordinary course of business in its industry. (d) All current and former employees of the Company and all current and former consultants and independent contractors to the Company providing technical services relating to the Company’s Proprietary Assets have executed and delivered to the Company an agreement , the material provisions of which are in substance as protective to the Company as the terms of the form of Company standard Mutual Non-Disclosure Agreement attached hereto as Exhibit E. Too the Company’s knowledge, no employee, officer or consultant of the Company is in violation of any such agreement with the Company and all such agreements are currently in effect. To the Company’s knowledge, no employee of the Company is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the right of any such employee to be employed by the Company because of the nature of the business conducted or to be conducted by the Company or for any other reason and, to the Company’s knowledge, the continued employment by the Company of its present employees will not result in any such violations. (e) As used herein, “Proprietary Assets” means: (A) any patent, patent application, trademark (whether registered or unregistered), trademark application, trade name, fictitious business name, service xxxx (whether registered or unregistered), service xxxx application, mascot, costume, copyright (whether registered or unregistered), copyright application, maskwork, maskwork application, trade secret, know-how, franchise, system, computer software, computer program, source code, invention, design, blueprint, engineering drawing, proprietary product, technology, proprietary right or other intellectual property right or intangible asset ; and (ivB) any right to use or exploit any of the foregoing, but shall not include Proprietary Assets of Two Dog Net, Inc. that were retained by Two Dog under the agreement referred to in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate has received any notice or other communication (in writing or otherwiseSection 6.1(c) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Personhereof.

Proprietary Assets. (a) Foreign Parent, Parent or an Affiliate and each of their subsidiaries has good and valid title to all of its respective Proprietary Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Foreign Parent, Parent or Affiliatesuch subsidiaries, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Each of Foreign Parent, Parent or an Affiliate and their subsidiaries has a valid right to use, license and otherwise exploit all of its material Proprietary Assets. Except as set forth in Schedule 3.11(a) of Parent Disclosure Schedules, there is no Contract pursuant to which any Person other than Foreign Parent, Parent or an Affiliate their subsidiaries has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Proprietary Asset. (b) Foreign Parent, Parent and its Affiliates their subsidiaries have taken reasonable measures and precautions to protect and maintain the confidentiality of their respective Proprietary Assets. To Foreign Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Proprietary Asset. (i) All patents, trademarks, service marks and copyrights that are material to the business and held by Foreign Parent, Parent or an Affiliate their subsidiaries are valid, enforceable and subsisting; (ii) to Foreign Parent’s Knowledge, none of the Proprietary Assets and no Proprietary Asset that is currently being developed by Foreign Parent, Parent or an Affiliate any subsidiary (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Foreign Parent’s Knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset that is material to Foreign Parent’s, Parent’s or any Affiliatesubsidiary’s business and (iv) in each case to Foreign Parent’s Knowledge, neither Foreign Parent, Parent nor any Affiliate subsidiary has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Foreign Parent, Parent nor any Affiliate subsidiary has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person.

Proprietary Assets. (a) Parent or an Affiliate has good and valid title to all of the Proprietary Assets that are used in and material to its respective Proprietary Assetsbusiness, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) and minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets such Proprietary Asset subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure SchedulesParent. Parent or an Affiliate has a valid right to use, license and otherwise exploit all of Proprietary Assets that are used in and material to its business. Parent has a valid right to use, license and exploit any Parent Proprietary Asset identified above, subject to the terms thereof. Parent has not developed jointly with any other Person any Proprietary Asset that is material Proprietary Assets. Except as set forth in Schedule 3.11(a) to the business of Parent Disclosure Schedules, there and with respect to which such other Person has any rights. There is no Parent Contract (with the exception of end user license agreements, support agreements, consulting agreements and other customer contracts in the forms previously filed in the Parent SEC Documents) pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Proprietary AssetAsset of Parent. (b) Parent and its Affiliates have has taken reasonable measures and precautions to protect and maintain the confidentiality confidentiality, secrecy and value of their respective all material Proprietary AssetsAssets of Parent (except Proprietary Assets of Parent whose value would be unimpaired by disclosure). To Parent’s Knowledge, no No current or former employee, officer, director, stockholdershareholder, consultant or independent contractor has any right, claim or interest in or with respect to any Proprietary AssetAsset of Parent. (ic) All patents, trademarks, service marks and copyrights that are material to the business and held by Parent or an Affiliate are valid, enforceable and subsisting; (ii) to Parent’s Knowledge, subsisting and none of the Proprietary Assets of Parent and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) ), to Parent’s knowledge, infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledge. Except as disclosed in the Parent SEC Documents, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate has not received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person. To the best of the knowledge of Parent, no other Person is materially infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Proprietary Asset of Parent. (d) The Proprietary Assets of Parent constitute all the Proprietary Assets necessary to enable Parent to conduct its business in the manner in which such business has been and is being conducted. Parent has not (i) licensed any Proprietary Assets of Parent to any Person on an exclusive basis, or (ii) entered into any covenant not to compete or Contract limiting or purporting to limit the ability of Parent to exploit fully any Proprietary Assets of Parent or to transact business in any market or geographical area or with any Person.

Proprietary Assets. (a) Parent SECTION 3.10(A)(I) of the Company Disclosure Schedule sets forth, with respect to each Proprietary Asset of the Company registered with or issued by any Governmental Body or for which an Affiliate application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application or in which the Proprietary Asset has been issued. SECTION 3.10(A)(II) of the Company Disclosure Schedule identifies and provides a brief description of each Proprietary Asset licensed to the Company by any Person (other than software licenses that are relating to unmodified commercial computer software that is generally available in the ordinary course of business), and identifies the license agreement under which such Proprietary Asset is being licensed to the Company. The Company has good and valid marketable title to all of Proprietary Assets used in or necessary for its respective Proprietary Assetsbusiness as currently conducted and as proposed to be conducted, free and clear of all Encumbrancesmaterial liens and other encumbrances, except for (i) any lien for current taxes not yet due and payablethird party rights licensed to it, (ii) minor liens that have arisen in as to which the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate Company has a valid right to use, license and otherwise exploit use such Proprietary Assets (all of its the foregoing are referred to herein as the "COMPANY PROPRIETARY RIGHTS"). The Company is not obligated to make any material payment to any Person for the use of any Proprietary AssetsAsset. Except as set forth in Schedule 3.11(a) of Parent Disclosure Schedules, there is no Contract pursuant The Company has not developed jointly with any other Person any Proprietary Asset with respect to which any such other Person other than Parent or an Affiliate has any right (whether rights or not currently exercisable) to use, license or otherwise exploit the Company has any material Proprietary Assetobligations. (b) Parent The Company has taken all measures required under the License Agreement and its Affiliates have taken all other reasonable and customary measures and precautions necessary to protect and maintain the confidentiality and secrecy of their respective all its Proprietary Assets (except trademarks, issued patents and other Proprietary Assets similarly known to the public and Proprietary Assets whose value would be materially unimpaired by public disclosure) and otherwise to maintain and protect the value of all its Proprietary Assets. To Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Proprietary Asset. (ic) All patentsExcept where such infringement, trademarksmisappropriation or unlawful use, service marks would not and copyrights that are could not reasonably be expected to be material to in impact or amount, either individually or in the business aggregate, the Company is not infringing, misappropriating or making any unlawful use of, and held by Parent the Company has not at any time infringed, misappropriated or an Affiliate are validmade any unlawful use of, enforceable and subsisting; (ii) to Parent’s Knowledge, none of the Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; . No claims or notices (iiiin writing or otherwise) with respect to Proprietary Assets have been communicated to the Company: (i) to Parent’s Knowledgethe effect that the manufacture, Sale, license or use of any Proprietary Asset or product, practice of any process or provision of any service as now made, sold, practiced, used practiced or provided or currently offered or proposed by the Company infringes or potentially infringes, or constitutes a misappropriation or unlawful use of any copyright, patent, trade secret or other intellectual property right of a third party, or (ii) challenging the ownership or validity of any of the Company's rights to or interest in such Proprietary Assets. The Company has received no notice to the effect that any patents or registered trademarks, service marks or registered copyrights held by the Company are invalid or not subsisting except for failures to be valid and subsisting that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. To the Company's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset used in or pertaining to the business of the Company. (d) The Proprietary Assets owned by the Company or licensed by the Company and identified in SECTION 3.10(A)(II) of the Disclosure Schedule constitute all the Proprietary Assets necessary, in the Company's reasonable judgment, to enable the Company to conduct its business in the manner in which such business has been, is being and is intended to be conducted. The Company has not licensed any of its Proprietary Assets to any Person on an exclusive basis and the Company has not entered into any covenant not to compete or contract limiting its ability to exploit fully any of its Proprietary Assets or to transact business in any market or geographical area or with any Person. (e) All current and former employees of the Company have executed and delivered to the Company an agreement (containing no exceptions to or exclusions from the scope of its coverage relevant to the Company's business) that is material substantially identical to Parent’s or any Affiliate’s business and (iv) in each case the form of the Employee Agreement previously delivered to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Personthe Purchasers, and neither Parent nor any Affiliate has received any notice all current and former consultants and independent contractors to the Company providing technical services relating to the Company's Proprietary Assets have executed and delivered to the Company an agreement (containing no exceptions to or other communication (exclusions from the scope of its coverage relevant to the Company's business), the material provisions of which are in writing or otherwise) substance as protective to the Company as the terms of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Personthe form of Employee Agreement previously delivered to the Purchasers.

Proprietary Assets. (a) Parent or an Affiliate has good and valid title to all of its respective Proprietary Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due The Company and payable, (ii) minor liens that Carnegie each have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license use and otherwise exploit all of its material the Proprietary AssetsAssets owned or licensed by it. Except as set forth in Schedule 3.11(aSection 3.1(j) of Parent the Disclosure SchedulesSchedule, neither the Company nor Carnegie has developed jointly with any other Person any Proprietary Assets with respect to which such other Person has any rights. Except as set forth in Section 3.1(j) of the Disclosure Schedule, as of the date of this Agreement, there is no Contract pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Proprietary AssetAssets. Set forth in Section 3.1(j) of the Disclosure Schedule is a true and complete list of all Internet domain name registrations, trademarks and other intellectual property or rights thereto which are owned by either the Company or Carnegie. (bii) Parent The Company and its Affiliates Carnegie have taken reasonable measures and precautions to protect and maintain the confidentiality confidentiality, secrecy and value of their respective the Proprietary Assets. To Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Assets (except Proprietary AssetAssets whose value would be unimpaired by public disclosure). (iii) To the knowledge of the Company, Carnegie and the Stockholders: (i) All all patents, trademarks, service marks and copyrights that are material to the business registered with any governmental body and held by Parent the Company or an Affiliate Carnegie are valid, enforceable valid and subsisting; (ii) to Parent’s Knowledge, none of the Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person. (iv) Neither the Company nor Carnegie has (i) licensed any of the Proprietary Assets to any Person on an exclusive basis, or (ii) entered into any covenant not to compete or Contract limiting its ability to exploit fully any material Proprietary Assets. (v) Section 3.1(j) of the Disclosure Schedule sets forth, for the Proprietary Assets owned by the Company or Carnegie, a complete and accurate list of all United States and foreign (a) patents; (b) trademarks (including Internet domain registrations and unregistered Trademarks); (c) copyrights (including unregistered copyrights); (d) tradenames or servicemarks; and (e) computer software. (vi) As used herein, the term "Proprietary Asset" shall mean any patent, patent application, trademark (whether registered or unregistered), trademark application, trade name, fictitious business name, service xxxx (whether registered or unregistered), service xxxx application, copyright (whether registered or unregistered), copyright application, maskwork, maskwork application, trade secret, know-how, computer software, computer program, source code, algorithm, invention, proprietary product, technology, proprietary right or other intellectual property right or intangible asset, in any event which is used by or useful to Carnegie or the Company in connection with the operation of the Business.

Proprietary Assets. (ai) Parent The Company (A) owns or an Affiliate has good and valid title sufficient rights to all of Proprietary Assets used in or necessary for its respective Proprietary Assetsbusiness as currently conducted and as proposed to be conducted, free and clear of all Encumbrances, except for material liens and other encumbrances; and (iB) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit all of its material Proprietary Assets. Except as set forth in Schedule 3.11(a) of Parent Disclosure Schedules, there is no Contract pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Proprietary Asset. (b) Parent and its Affiliates have taken reasonable and customary measures and precautions necessary to protect and maintain the confidentiality and secrecy of their respective all its Proprietary Assets (except the Proprietary Assets whose value would be unimpaired by public disclosure) and otherwise to maintain and protect the value of all of its Proprietary Assets. To Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Proprietary Asset. (i) All patents, trademarks, service marks and copyrights that are material to the business and held by Parent or an Affiliate are valid, enforceable and subsisting; (ii) Except where such infringement, misappropriation or unlawful use has not or could not reasonably be expected to Parent’s Knowledgehave a Material Adverse Effect, none the Company is not infringing, misappropriating or making any unlawful use of the Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself has at any time infringed, misappropriated or with made any other Person) infringesunlawful use of, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; . No claims or notices (iiiin writing or otherwise) with respect to Proprietary Assets have been communicated to the Company (A) to Parent’s Knowledgethe effect that the manufacture, sale, license or use of any Proprietary Assets as now used or currently offered or proposed for use or sale by the Company infringes or potentially infringes, or constitutes a misappropriation or unlawful use of, any copyright, patent, trade secret or other intellectual property right of a third party, or (B) challenging the ownership or validity of any of the rights of the Company or any of its subsidiaries to or interest in such Proprietary Assets. The Company has not received notice to the effect that any patents or registered trademarks, service marks or registered copyrights held by it are invalid or not subsisting except for failures to be valid and subsisting that would not reasonably be expected to have a Material Adverse Effect. To the Company's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset used in or pertaining to the business of the Company. (iii) The Proprietary Assets used in or pertaining to the business of the Company are sufficient in the Company's reasonable judgment to enable the Company to conduct its business in the manner in which such business has been and is being conducted free from liabilities or valid claims of infringement or misappropriation by third parties. The Company has not licensed any of its Proprietary Assets to any Person on an exclusive basis and it has not entered into any covenant not to compete or contract limiting its ability to sell its products in any market or geographical area or with any Person other than restrictions in a license agreement that is material to Parent’s or any Affiliate’s are typical of those granted in the ordinary course of business and in its industry. (iv) in each case All current and former employees of the Company have executed and delivered to Parent’s Knowledgethe Company a commercially reasonable agreement with the Company regarding confidentiality and proprietary information (containing no exceptions to or exclusions from the scope of its coverage relevant to the Company's business) and all current and former consultants and independent contractors to the Company providing technical services relating to the Company's Proprietary Assets have executed and delivered to the Company a commercially reasonable agreement with the Company regarding confidentiality and proprietary information (containing no exceptions to or exclusions from the scope of its coverage relevant to the Company's business). (v) As used herein, neither Parent nor "Proprietary Assets" means: (A) any Affiliate has infringedpatent, misappropriated patent application, trademark (whether registered or made any unlawful unregistered), trademark application, trade name, fictitious business name, service mark (whether registered or unauthorized use of any Proprietary Asset owned unregistered), service mark application, xxpyright (whether registered or used by any other Personunregistered), and neither Parent nor any Affiliate has received any notice cxxxxight application, maskwork, maskwork application, trade secret, know-how, customer list, franchise, system, computer software, computer program, source code, invention, design, blueprint, engineering drawing, proprietary product, technology, proprietary right or other communication intellectual property right or intangible asset; and (in writing B) any right to use or otherwise) exploit any of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Personthe foregoing.

Proprietary Assets. (a) Parent or an Affiliate has good and valid title to all of its respective Proprietary Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a3.6(a) of the Parent Disclosure SchedulesLetter sets forth as of the date of this Agreement (i) all U.S. and foreign patents, patent applications, registered trademarks, unregistered trademarks, trademark applications, copyright registrations and copyright applications, Internet domain names, computer software (other than third party software generally available for sale to the public) and fictitious name and assumed name registrations owned by any of the XXXX Corporations, (ii) all patent applications and other Proprietary Assets that are currently in the name of inventors or other Persons and for which a XXXX Corporation has the right to receive an assignment and (iii) all material third party licenses for Proprietary Assets to which a XXXX Corporation is the licensee party and which are not set forth on Schedule 3.7(a)(iii) of the Parent Disclosure Letter. Parent Each XXXX Corporation has good, valid and marketable title to, or an Affiliate has a valid right to use, license and or otherwise exploit exploit, all of its the material XXXX Corporation Proprietary AssetsAssets necessary for the conduct of such XXXX Corporation’s business as presently conducted, free and clear of all Encumbrances. Except as set forth None of the XXXX Corporations has developed jointly with any other Person any material XXXX Corporation Proprietary Asset with respect to which such other Person has any rights. Other than Contracts entered into in Schedule 3.11(a) the ordinary course of Parent Disclosure Schedulesbusiness consistent with prior practice that are not, with respect to any individual Contract, material to the XXXX Corporations, there is no XXXX Corporation Contract pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material XXXX Corporation Proprietary Asset. (b) Parent and its Affiliates have taken reasonable measures and precautions to protect and maintain Asset owned or exclusively licensed by any of the confidentiality of their respective Proprietary Assets. To Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Proprietary AssetXXXX Corporations. (i) All patentsTo Parent’s knowledge, trademarks, service marks and copyrights that are material to all XXXX Corporation Proprietary Assets owned by any of the business and held by Parent or an Affiliate XXXX Corporations are valid, enforceable enforceable, subsisting and subsistingin effect; (ii) to the Parent’s Knowledge, knowledge none of the XXXX Corporation Proprietary Assets and no Proprietary Asset that is currently being developed or reduced to practice or which is the subject of a current invention disclosure by Parent or an Affiliate any of the XXXX Corporations (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledgeknowledge, none of the products or services that is or has been designed, created, developed, assembled, performed, manufactured, sold, marketed or licensed by any of the XXXX Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and, to Parent’s knowledge, none of such products or services has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and none of the XXXX Corporations has received any written notice or of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; (iv) to Parent’s knowledge, the operation of the business of each XXXX Corporation as it currently is conducted does not, and will not when conducted following the Closing, infringe or misappropriate or make any unlawful or unauthorized use of any Proprietary Asset of any other Person; and (v) to Parent’s knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material XXXX Corporation Proprietary Asset that Asset. The XXXX Corporation Proprietary Assets constitute all the material Proprietary Assets necessary to enable each of the XXXX Corporations to conduct its business in the manner in which such business is material being conducted. None of the XXXX Corporations has entered into any covenant not to Parent’s compete or any Affiliate’s business and (iv) in each case Contract limiting its ability to Parent’s Knowledge, neither Parent nor exploit fully any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any XXXX Corporation Proprietary Asset Assets owned or used licensed by such XXXX Corporation or to transact business in any market or geographical area or with any Person. (c) Each XXXX Corporation has taken all reasonable steps that are required to protect such XXXX Corporation’s rights in confidential information and trade secrets of the XXXX Corporation or provided by any other PersonPerson to the XXXX Corporation. Without limiting the foregoing, each XXXX Corporation has, and neither Parent nor any Affiliate has received any notice or other communication (enforces, a policy requiring each employee, consultant and contractor to execute a proprietary information and confidentiality agreement, substantially in writing or otherwisethe forms previously made available to the Company and listed on Schedule 3.6(c) of any actualthe Parent Disclosure Letter, allegedand all current and former employees, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Personconsultants and contractors of such XXXX Corporation have executed such an agreement.

Proprietary Assets. (a) Parent or an Affiliate has good and valid title to all of its respective the Parent Proprietary AssetsAssets owned by Parent that are material to the business of the Parent, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit all of its material Proprietary Assets. Except as set forth in Schedule 3.11(a) of Parent Disclosure Schedules, there is no Contract pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Proprietary AssetParent. (b) Parent and its Affiliates have taken reasonable measures and precautions to protect and maintain To the confidentiality best of their respective Proprietary Assets. To the knowledge of Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Proprietary Asset. : (i) All all patents, trademarks, service marks and copyrights that are material to the business and held by Parent or an Affiliate are valid, enforceable and subsisting; (ii) to Parent’s Knowledge, none of the Parent Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledgenone of the products that are or have been designed, no other Person created, developed, assembled, manufactured or sold by Parent is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither and, except as set forth in Part 4.6(b) of the Parent nor any Affiliate Disclosure Schedule, since December 31, 2000, Parent has not received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person, that has or would reasonably be expected to have a Material Adverse Effect on Parent; (iv) except as set forth in Part 4.6(b) of the Parent Disclosure Schedule, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Parent Proprietary Asset. (c) To the best of the knowledge of Parent, the Parent Proprietary Assets, together with any Proprietary Assets currently being licensed to Parent by third parties, constitute all the Proprietary Assets necessary to enable the Parent to conduct its business in the manner in which such business is being conducted.

Proprietary Assets. (ai) Parent Each of the Company and its subsidiaries (A) owns or an Affiliate has good sufficient rights in and valid title to all of Proprietary Assets (as defined below) used in or necessary for its respective Proprietary Assetsbusiness as currently conducted and as proposed to be conducted, free and clear of all Encumbrances, except for material liens and other encumbrances; and (iB) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit all of its material Proprietary Assets. Except as set forth in Schedule 3.11(a) of Parent Disclosure Schedules, there is no Contract pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Proprietary Asset. (b) Parent and its Affiliates have taken reasonable and customary measures and precautions necessary to protect and maintain the confidentiality and secrecy of their respective all its Proprietary Assets (except the Proprietary Assets whose value would be unimpaired by public disclosure) and otherwise to maintain and protect the value of all its Proprietary Assets. To Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Proprietary Asset. (i) All patents, trademarks, service marks and copyrights that are material to the business and held by Parent or an Affiliate are valid, enforceable and subsisting; (ii) Except where such infringement, misappropriation or unlawful use has not or could not reasonably be expected to Parent’s Knowledgehave a Material Adverse Effect, none neither the Company nor any of the Proprietary Assets and no Proprietary Asset that its subsidiaries is currently being developed by Parent infringing, misappropriating or an Affiliate (either by itself making any unlawful use of or with has at any other Person) infringestime infringed, misappropriates misappropriated or conflicts in made any material respect with unlawful use of, any Proprietary Asset owned or used by any other PersonPerson (as defined below); and no claims or notices (iiiin writing or otherwise) with respect to Proprietary Assets have been communicated to the Company or any of its subsidiaries: (A) to Parent’s Knowledgethe effect that the manufacture, sale, license or use of any Proprietary Assets as now used or currently offered or proposed for use or sale by the Company or any of its subsidiaries infringes or potentially infringes, or constitutes a misappropriation or unlawful use of any patent, trademark, trade name, service xxxx, copyright, maskwork, trade secret or other proprietary or intellectual property right of a third party, or (B) challenging the ownership or validity of any of the rights of the Company or any of its subsidiaries to or their interest in such Proprietary Assets. Neither the Company nor any of its subsidiaries has received any notice to the effect that any patents or registered trademarks, service marks or copyrights held by the Company or any of its subsidiaries are invalid or not subsisting. To the Company's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset that is material used in or pertaining to Parent’s the business of the Company or any Affiliate’s of its subsidiaries. (iii) The Proprietary Assets used in or pertaining to the business of the Company and its subsidiaries as currently conducted and as proposed to be conducted are sufficient to enable the Company and its subsidiaries to conduct its business in the manner in which such business has been and is being conducted free from liabilities or valid claims of infringement or misappropriation by third parties. Neither the Company nor any of its subsidiaries has licensed any of its Proprietary Assets to any Person on an exclusive basis or entered into any covenant not to compete or contract limiting its ability to sell its products or services in any market or geographical area or with any Person other than restrictions in a license agreement that are typical of those granted in the ordinary course of business in its industry. (iv) in each case to Parent’s KnowledgeAs used herein, neither Parent nor "Proprietary Assets" means: (A) any Affiliate has infringedpatent, misappropriated patent application, trademark (whether registered or made any unlawful unregistered), trademark application, trade name, fictitious business name, service xxxx (whether registered or unauthorized use of any Proprietary Asset owned unregistered), service xxxx application, copyright (whether registered or used by any other Personunregistered), and neither Parent nor any Affiliate has received any notice copyright application, maskwork, maskwork application, trade secret, know-how, customer list, franchise, system, computer software, computer program, source code, databases, invention, design, blueprint, engineering drawing, proprietary product, technology, or other communication proprietary or intellectual property right or intangible asset, in any medium in whole or in part; and (in writing B) any right to use or otherwise) exploit any of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Personthe foregoing.

Proprietary Assets. (a) Part 3.9(a) of Parent Disclosure Schedule sets forth, with respect to each Proprietary Asset owned or licensed by Parent and registered with any Governmental Body or for which an Affiliate application has good been filed with any Governmental Body, (i) a brief description of such Proprietary Assets, and (ii) the names of the jurisdictions covered by the applicable registration or application. Part 3.9(a) of Parent Disclosure Schedule identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations in excess of $50,000 per year with respect to, each Proprietary Asset that is licensed or otherwise made available to Parent by any Person (except for any Proprietary Asset that is licensed to Parent under any third party software license generally available to the public), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to Parent. Excluding the payments required under the Parent Contracts set forth in the Parent Disclosure Schedule, the aggregate amounts payable by Parent for ongoing royalty or license payments do not exceed $100,000 per year. Parent has good, valid and marketable title to all of its respective Parent Proprietary AssetsAssets (except for licensed assets), free and clear of all Encumbrances, except for (i) as set forth in Part 3.9(a) of the Parent Disclosure Schedule, (ii) for any lien for current taxes not yet due and payable, and (iiiii) for minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent. To Parent's knowledge, Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit all of its material Parent Proprietary Assets. Except as set forth in Schedule 3.11(aPart 3.9(a) of Parent Disclosure SchedulesSchedule, Parent has not developed jointly or does not jointly own or have joint rights with any other Person any Parent Proprietary Asset that is material to the business of Parent. Except as set forth in Part 3.9(a) of the Disclosure Schedule, there is no Parent Contract pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Parent Proprietary Asset. (b) Parent and its Affiliates have has taken all commercially reasonable measures and precautions to protect and maintain the confidentiality and secrecy of their respective all Parent Proprietary Assets (except Parent Proprietary Assets whose value would be unimpaired by public disclosure) and otherwise to maintain and protect the value of all Parent Proprietary Assets. To Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Proprietary Asset. (ic) All patentsTo the knowledge of Parent, trademarks, service marks and copyrights that are material to the business and held by Parent or an Affiliate are valid, enforceable and subsisting; (ii) to Parent’s Knowledge, none of the Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledge, no other Person is infringing, not misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by Parent has not at any other Person infringes or conflicts with, any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, time misappropriated or made any unlawful use of, or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person. (d) Parent Proprietary Assets constitute all the Proprietary Assets reasonably necessary to enable Parent to conduct its business in the manner in which such business has been and is being conducted. Except as set forth in Part 3.9(d) of the Parent Disclosure Schedule, Parent has not licensed any of the Company Proprietary Assets to any Person on an exclusive basis. (e) All current and former employees have executed and delivered an agreement to Parent (containing no exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of Confidential Information and Invention Assignment Agreement previously delivered to the Company by Parent. All current and former consultants and independent contractors to Parent have executed and delivered to Parent an agreement that contains provisions appropriately restricting the use and disclosure of Parent Proprietary Assets. (f) Parent has taken reasonably adequate steps to ensure that all software (and related Proprietary Assets) used in its operations will be Year 2000 Compliant (as defined below) by December 31, 1999. For purposes of this Section 3, "YEAR 2000 COMPLIANT" shall mean that software that can individually, and in combination and in conjunction with all other systems, products or processes with which they are required or designed to interface, continue to be used normally and to operate successfully (both in functionality and performance in all material respects) over the transition into the twenty first century when used in accordance with the documentation relating to all such software (and related Parent Proprietary Assets), including being able to, before, on and after January 1, 2000 substantially conform to the following: (i) use logic pertaining to dates which allow users to identify and/or use the century portion of any date fields without special processing; and (ii) respond to all date elements and date input so as to resolve any ambiguity as to century in a disclosed, defined and pre-determined manner and provide date information in ways which are unambiguous as to century, either by permitting or requiring the century to be specified or where the data element is represented without a century, the correct century is unambiguous for all manipulations involving that element.

Proprietary Assets. (a) Parent Parent, directly or an Affiliate has good and valid title to all indirectly through one of its respective Proprietary Assetssubsidiaries, owns free and clear of all Encumbrancesliens, except for encumbrances and other claims other than liens (ix) any lien for current taxes not yet due and payable, payable and (iiy) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliateany of its subsidiaries, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit all of its material the intellectual property in the Parent Proprietary Assets. Except as set forth in Schedule 3.11(a) of Parent Disclosure Schedules, there is no Contract pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Proprietary Asset. (b) Parent and each of its Affiliates have subsidiaries has taken commercially reasonable measures and precautions to protect and maintain the confidentiality of their respective the Parent Proprietary AssetsAssets (except Parent Proprietary Assets whose value would be unimpaired by public disclosure). (c) To Parent's Knowledge, the use the Parent Proprietary Assets in Parent's current business activities or the conduct of Parent's business as currently conducted does not infringe, misappropriate or otherwise violate the intellectual property rights of any third party where such infringement, misappropriation or violation would be reasonably likely to have a Material Adverse Effect on Parent. To Parent’s 's Knowledge, as of the date hereof, no current or former employee, officer, director, stockholder, consultant or independent contractor has other Person is infringing any right, claim or interest in or with respect to any owned Parent Proprietary Asset. (id) All patents, trademarks, service marks and copyrights that are material to To the business and held by Parent or an Affiliate are valid, enforceable and subsisting; (ii) to Knowledge of Parent’s Knowledge, none of the Parent or its applicable subsidiaries has received any claim which is currently pending alleging that its use of any Parent Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates or conflicts in otherwise violates the intellectual property rights of a third party. Parent and its subsidiaries do not have any pending material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset claims that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized third party's use of any patents, copyrights, or trade secrets infringes on the intellectual property rights of Parent and/or its subsidiaries in any owned Parent Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other PersonAsset.

Proprietary Assets. (a) Parent Part 2.10(a)(1) of the Disclosure Schedule identifies and provides a brief description of all Proprietary Assets owned by the Sellers. Part 2.10(a)(2) of the Disclosure Schedule identifies and provides a brief description of each Proprietary Asset that is owned by any other Person and that is licensed to or an Affiliate has used by the Sellers (except for any Proprietary Asset that is licensed to the Sellers under any third party software license that (1) is generally available to the public, and (2) imposes no future monetary obligation on the Sellers) and identifies the license agreement or other agreement under which such Proprietary Asset is being licensed to or used by the Sellers. The Sellers have good and valid title to all of its respective the Proprietary Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen Assets identified in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(aPart 2.10(a)(1) of the Parent Disclosure Schedules. Parent or an Affiliate has Schedule, free of any Encumbrances, and have a valid right to use, license use and otherwise exploit exploit, and to license others to use and otherwise exploit, all Proprietary Assets identified in Part 2.10(a)(2) of its material Proprietary Assetsthe Disclosure Schedule. Except as set forth in Schedule 3.11(aPart 2.10(a)(3) of Parent the Disclosure SchedulesSchedule, there is no Contract pursuant the Sellers are not obligated to which make any payment to any Person for the use or other than Parent or an Affiliate has exploitation of any right (whether or not currently exercisableProprietary Asset. Except as set forth in Part 2.10(a)(4) of the Disclosure Schedule, the Sellers are free to use, modify, copy, distribute, sell, license or otherwise exploit any material each of the Sellers Proprietary AssetAssets on an exclusive basis (other than Proprietary Assets consisting of software licensed to the Sellers under third party licenses generally available to the public, with respect to which the Sellers' rights are not exclusive). (b) Parent and its Affiliates The Sellers have taken all reasonable measures and precautions necessary to protect and maintain the confidentiality and secrecy of their respective all Sellers Proprietary Assets and otherwise to maintain and protect the value of all Sellers Proprietary Assets. To Parent’s KnowledgeThe Sellers have not disclosed or delivered or permitted to be disclosed or delivered to any Person, and no current Person (other than the Sellers) has access to or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or rights with respect to to, the source code, or any portion or aspect of the source code, of any Sellers Proprietary Asset, except as set forth in Part 2.10(b) of the Disclosure Schedule. (ic) All patents, trademarks, service marks and copyrights that are material to the business registered with any Governmental Body and held by Parent or an Affiliate the Sellers are valid, enforceable valid and subsisting; (ii) to Parent’s Knowledge, none . None of the Sellers Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates infringes or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledge. The Sellers are not infringing, misappropriating or making any unlawful use of, and the Sellers have not at any time infringed, misappropriated or made any unlawful use of, or received any notice or other communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful use of, any Proprietary Asset owned or used by any other Person. To the best of the knowledge of the Sellers and the General Partners, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Sellers Proprietary Asset that Asset. (d) The Proprietary Assets constitute all the Proprietary Assets necessary to enable the Sellers to conduct their business in the manner in which such business is material being conducted and in the manner in which such business is proposed to Parent’s be conducted. The Sellers have not licensed any of the Sellers Proprietary Assets to any Person on an exclusive basis. The Sellers have not entered into any covenant not to compete or Contract limiting their ability to exploit fully any of the Sellers Proprietary Assets or to transact business in any market or geographical area or with any Person. (e) Except as set forth in Part 2.10(e) of the Disclosure Schedule, the Sellers have not entered into and are not bound by any Contract under which any Person has the right to distribute or license any Proprietary Asset. The Sellers have not disclosed or delivered to any Person, or permitted the disclosure or delivery to any Person, of the source code, or any Affiliate’s business and (iv) portion or aspect of the source code, or any proprietary information or algorithm contained in each case to Parent’s Knowledgeany source code, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset Asset. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the disclosure or delivery to any Person of the source code, or any portion or aspect of the source code, or any proprietary information or algorithm contained in any source code, of any Proprietary Asset. (f) To the Sellers' knowledge, (i) all of the products manufactured by the Sellers and all of the Proprietary Assets developed and licensed by Sellers are able to accurately process date data, including but not limited to calculating, comparing and sequencing from, into and between the twentieth century (through year 1999), the year 2000 and the twenty-first century, including leap year calculations, and (ii) the computer systems and software owned or used licensed by any other Person, and neither Parent nor any Affiliate has received any notice or other communication (the Sellers have performed successfully in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Personconnection with year 2000 compliance testing.

Proprietary Assets. (a) Parent, directly or indirectly, owns or is licensed or otherwise possesses legally enforceable rights to use all Proprietary Assets that are material to the business of Parent as currently conducted or an Affiliate has good and valid title as proposed to all of its respective be conducted by Parent ("Parent Proprietary Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit all of its material Proprietary Assets. Except as set forth in Schedule 3.11(a) of Parent Disclosure Schedules, there is no Contract pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Proprietary Asset"). (b) Parent and its Affiliates have has taken reasonable measures and precautions to protect and maintain the confidentiality confidentiality, secrecy and value of their respective all Material Parent Proprietary AssetsAssets (except Parent Proprietary Assets whose value would be unimpaired by disclosure). To Parent’s Knowledge, no No current or former employee, officer, director, stockholder, consultant or independent contractor has any valid right, claim or interest in or with respect to any Parent Proprietary Asset. (c) Except as set forth in Part 3.9(c) of the Parent Disclosure Schedule: (i) All patents, all trademarks, service marks marks, copyrights, and copyrights that are material to the business and knowledge of Parent, patents, held by Parent or an Affiliate are valid, enforceable and subsisting; (ii) to Parent’s Knowledge, none of the Parent Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledgenone of the products that are or have been designed, no other Person created, developed, assembled, manufactured or sold by Parent is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither none of such products has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and Parent nor any Affiliate has not received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; and (iv) no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Parent Proprietary Asset. (d) Parent has not (i) licensed any of the material Parent Proprietary Assets to any Person on an exclusive basis, or (ii) entered into any covenant not to compete or Contract limiting its ability to exploit fully any material Parent Proprietary Assets or to transact business in any market or geographical area or with any Person. (e) Except as set forth in Part 3.9(e) of the Parent Disclosure Schedule, Parent has not disclosed or delivered to any Person, or permitted the disclosure or delivery to any escrow agent or other Person, of the source code, or any portion or aspect of the source code, or any proprietary information or algorithm contained in any source code, of any Parent Proprietary Asset. To Parent's knowledge, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the disclosure or delivery to any Person of the source code, or any portion or aspect of the source code, or any proprietary information or algorithm contained in any source code, of any material Parent Proprietary Asset pursuant to a Contract.

Proprietary Assets. (a) Parent Part 2.9(a)(i) of the Disclosure Schedule sets forth, with respect to each material Proprietary Asset owned by the Acquired Corporation and, if applicable, whether such Proprietary Asset is registered with any Governmental Body or for which an Affiliate application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application (if applicable). Part 2.9(a)(ii) of the Disclosure Schedule identifies each Proprietary Asset owned by the Acquired Corporation that is not listed in Part 2.9(a)(i) of the Disclosure Schedule and that is material to the business of the Acquired Corporation. Part 2.9(a)(iii) of the Disclosure Schedule identifies each Contract with respect to each Proprietary Asset that is licensed or otherwise made available to the Acquired Corporation by or from any Person and is being used or has been used by the Acquired Corporation in the conduct of its business (except for any Proprietary Asset that is licensed to the Acquired Corporation under any third party software license generally available to the public at a cost of less than $1,000 other than any Contract which imposes “open source” or “copyleft” obligations on the Acquired Corporation or otherwise requires any public disclosure or general availability of source code either used or developed by the Acquired Corporation), and identifies the amount payable pursuant to such Contract. The Acquired Corporation has good and valid title to all of its respective the Acquired Corporation Proprietary AssetsAssets identified or required to be identified in Parts 2.9(a)(i) and 2.9(a)(ii) of the Disclosure Schedule, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens or licenses identified in Part 2.9(a)(ii) of the Disclosure Schedule that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets Acquired Corporation Proprietary Assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure SchedulesAcquired Corporation. Parent or an Affiliate The Acquired Corporation has a valid right to use, license and otherwise exploit all of its material Proprietary Assets. Except as set forth Assets identified in Schedule 3.11(aPart 2.9(a)(iii) of Parent the Disclosure SchedulesSchedule, there subject to the terms and conditions of such Contracts. The Acquired Corporation has not developed jointly with any other Person any Acquired Corporation Proprietary Asset that is no Contract pursuant material to the business of the Acquired Corporation and with respect to which any such other Person other than Parent or an Affiliate has any right (whether or not currently exercisable) rights. All source code with respect to use, license or otherwise exploit any material Acquired Corporation Proprietary AssetAsset is written in the “Java” programming language and any external application programming interfaces with respect to any Acquired Corporation Proprietary Asset is written using the “Javadoc” standard. (b) Parent and its Affiliates have The Acquired Corporation has taken all reasonable measures and precautions to protect and maintain the confidentiality confidentiality, secrecy and value of their respective (i) all Acquired Corporation Proprietary AssetsAssets (except Acquired Corporation Proprietary Assets whose value would be unimpaired by disclosure) and (ii) all customer data or other information held by or on behalf of the Acquired Corporation, and the Acquired Corporation is not aware that any of such Acquired Corporation Proprietary Assets or customer data or other information has been disclosed to any Person not authorized by any Contract to have access thereto. To Without limiting the generality of the foregoing, except as set forth in Part 2.9(b) of the Disclosure Schedule, (i) each current or former employee of the Acquired Corporation who is or was involved in, or who has contributed to, the creation or development of any material Acquired Corporation Proprietary Asset has executed and delivered to the Company an agreement (containing no exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of Confidential Information and Invention Assignment Agreement previously delivered by the Company to Parent’s Knowledge, and (ii) each current and former consultant and independent contractor to the Acquired Corporation who is or was involved in, or who has contributed to, the creation or development of any Acquired Corporation Proprietary Asset has executed and delivered to the Company an agreement (containing no exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of Consultant Confidential Information and Invention Assignment Agreement previously delivered to Parent. No current or former employee, officer, director, stockholderStockholder, consultant or independent contractor has or has asserted any right, claim or interest in or with respect to any Acquired Corporation Proprietary AssetAsset and the Acquired Corporation has no reason to believe that any such right, claim or interest may be asserted. (ic) All patents, trademarks, service marks and copyrights that are material to the business and held by Parent or an Affiliate the Acquired Corporation are valid, enforceable and subsisting; (ii) to Parent’s Knowledge, none . None of the Acquired Corporation Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate the Acquired Corporation (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) . None of the products, systems, software, computer programs, source code, models, algorithms, formula, compounds, inventions, designs, technology, proprietary rights or intangible assets that is or has been designed, created, developed, assembled, manufactured, licensed to Parent’s Knowledge, no other Person any third party or sold by the Acquired Corporation is infringing, misappropriating or making any unlawful or unauthorized use of, and no of any Proprietary Asset owned or used by any other Person infringes or conflicts withPerson, and none of such products has at any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has time infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate . The Acquired Corporation has not received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person. To the best of the knowledge of the Acquired Corporation, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Proprietary Asset. (d) The Acquired Corporation Proprietary Assets constitute all of the material Proprietary Assets necessary to enable the Acquired Corporation to conduct its business in the manner in which such business has been and is being conducted. Except as set forth in Part 2.9(d) of the Disclosure Schedule, the Acquired Corporation has not (i) licensed any of the material Acquired Corporation Proprietary Assets to any Person on an exclusive basis, or (ii) entered into any covenant not to compete or Contract limiting or purporting to limit the ability of the Acquired Corporation to exploit fully any material Acquired Corporation Proprietary Assets or to transact business in any market or geographical area or with any Person; notwithstanding the generality of the foregoing, for purposes of this Section 2.9(d), non-exclusive licenses are not deemed to constitute Contracts limiting or purporting to limit the ability of the Acquired Corporation to exploit fully any material Acquired Corporation Proprietary Assets. (e) Except as set forth in Part 2.9(e)(i) of the Disclosure Schedule, the Acquired Corporation has not disclosed or delivered to any Person, or permitted the disclosure or delivery to any escrow agent or other Person, of any Acquired Corporation Source Code. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or would reasonably be expected to, result in the disclosure or delivery to any Person of any Acquired Corporation Source Code or the release from any escrow of any other Acquired Corporation Proprietary Asset. Part 2.9(e)(ii) of the Disclosure Schedule identifies each Contract pursuant to which the Company has deposited or is required to deposit with an escrowholder or any other Person of any Acquired Corporation Source Code. (f) Except with respect to demonstration or trial copies, no product, system, program or software module designed, developed, sold, licensed or otherwise made available by the Acquired Corporation to any Person contains any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus” or other software routines or hardware components designed to permit unauthorized access or to disable or erase software, hardware or data without the consent of the user. (g) Set forth in Part 2.9(g) of the Disclosure Schedule is a list of each Contract pursuant to which the Acquired Corporation licenses its products or other Proprietary Assets including the date of such Contract and any amendment, modification or waiver thereof (the “Customer Contracts”).

Proprietary Assets. (a) Parent or an Affiliate has good and valid title to all of its respective Proprietary Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a3.7(a) of the Parent Disclosure SchedulesLetter sets forth as of the date of this Agreement (i) all U.S. and foreign patents, patent applications, registered trademarks, material unregistered trademarks, trademark applications, copyright registrations and copyright applications, Internet domain names, computer software (other than third party software generally available for sale to the public) and fictitious name and assumed name registrations owned by any of the AngioDynamics Corporations, (ii) all patent applications and other Proprietary Assets that are currently in the name of inventors or other Persons and for which an AngioDynamics Corporation has the right to receive an assignment and (iii) all material third party licenses for Proprietary Assets to which an AngioDynamics Corporation is the licensee party and which are not set forth on Schedule 3.8(a)(iii) of the Parent Disclosure Letter. Parent Each AngioDynamics Corporation has good, valid and marketable title to, or an Affiliate has a valid right to use, license and or otherwise exploit exploit, all of its the material AngioDynamics Corporation Proprietary AssetsAssets necessary for the conduct of such AngioDynamics Corporation's business as presently conducted, free and clear of all Encumbrances. Except as set forth None of the AngioDynamics Corporations has developed jointly with any other Person any material AngioDynamics Corporation Proprietary Asset with respect to which such other Person has any rights. Other than the Material AngioDynamics Corporations IP Contracts and the Contracts entered into in Schedule 3.11(a) the ordinary course of Parent Disclosure Schedulesbusiness consistent with prior practice that are not, with respect to any individual Contract, material to the AngioDynamics Corporations, there is no AngioDynamics Corporation Contract pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material AngioDynamics Corporation Proprietary Asset. (b) Parent and its Affiliates have taken reasonable measures and precautions to protect and maintain Asset owned or exclusively licensed by any of the confidentiality of their respective Proprietary Assets. To Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Proprietary AssetAngioDynamics Corporations. (i) All patentsAngioDynamics Corporation Proprietary Assets owned by any of the AngioDynamics Corporations are subsisting and in effect, trademarks, service marks and copyrights that are material to the business Parent's knowledge, valid and held by Parent or an Affiliate are valid, enforceable and subsistingenforceable; (ii) to Parent’s Knowledge, none of the AngioDynamics Corporation Proprietary Assets and no Proprietary Asset that is currently being developed or reduced to practice or which is the subject of a current invention disclosure by Parent or an Affiliate any of the AngioDynamics Corporations (either by itself or with any other Person) infringes, misappropriates misappropriates, conflicts with or conflicts in any material respect with otherwise violates any Proprietary Asset owned or used by any other Person; (iii) none of the products or services that is or has been designed, created, developed, assembled, performed, manufactured, sold, marketed or licensed by any of the AngioDynamics Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and none of such products or services has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and none of the AngioDynamics Corporations has received in the past three (3) years any written, or to Parent’s Knowledge's knowledge, oral notice or of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; (iv) the operation of the business of each AngioDynamics Corporation as it currently is conducted does not, and will not when conducted immediately following the Closing, infringe or misappropriate or make any unlawful or unauthorized use of any Proprietary Asset of any other Person; and (v) to Parent's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any AngioDynamics Corporation Proprietary Asset that is material Asset, and no such claims have been asserted or threatened against any Person by Parent or, to the knowledge of Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, in the past three (3) years. The AngioDynamics Corporation Proprietary Assets constitute all the Proprietary Assets necessary to enable each of the AngioDynamics Corporations to conduct its business in the manner in which such business is currently being conducted. None of the AngioDynamics Corporations has entered into any covenant not to compete or any Contract limiting its ability to exploit fully any AngioDynamics Corporation Proprietary Assets owned or licensed by such AngioDynamics Corporation or to transact business in any market or geographical area or with any Person. (c) Each AngioDynamics Corporation has taken all reasonable steps that are required to protect such AngioDynamics Corporation's rights in confidential information and neither trade secrets of the AngioDynamics Corporation or provided by any other Person to the AngioDynamics Corporation. Without limiting the foregoing, each AngioDynamics Corporation has, and enforces, a policy requiring each employee, consultant and contractor to execute a proprietary information and confidentiality agreement, substantially in the forms previously made available to the Company and listed on Schedule 3.7(c) of the Parent Disclosure Letter, and all current and former employees, consultants and contractors of such AngioDynamics Corporation have executed such an agreement. (d) Neither this Agreement nor the transactions contemplated by this Agreement will result in: (i) the Company, any Affiliate has received of its affiliates or the Surviving Entity granting to any notice third party any incremental right to or with respect to or non-assertion under any Proprietary Assets owned by, or licensed to, any of them, (ii) the Company, any of its affiliates or the Surviving Entity, being bound by, or subject to, any incremental non-compete or other communication incremental material restriction on the operation or scope of their respective businesses, (iii) the Company, any of its affiliates or the Surviving Entity being obligated to pay any incremental royalties or other material amounts, or offer any incremental discounts, to any third party or (iv) the AngioDynamics Corporations being required under a Contract to procure or attempt to procure from the Company or any of its subsidiaries a license grant to or covenant not to assert in writing favor of any Person. As used in this Section 3.7(d), an "incremental" right, non-compete, restriction, royalty or discount refers to a right, non-compete, restriction, royalty or discount, as applicable, in excess, whether in terms of contractual term, contractual rate or scope, of those that would have been required to be offered or granted, as applicable, had the parties to this Agreement not entered into this Agreement or consummated the transactions contemplated hereby. (e) With respect to the use of software in the business of each of the AngioDynamics Corporations as such business is currently conducted, to the knowledge of Parent, no such software contains defects in its operation or any device or feature designed to disrupt, disable, or otherwise impair the functioning of any software. Such software has been validated for its use. There have been no material security breaches in any of the AngioDynamics Corporations' information technology systems, and there have been no disruptions in any of the AngioDynamics Corporations' information technology systems that materially adversely affected such AngioDynamics Corporations' business or operations. Each AngioDynamics Corporation has evaluated their disaster recovery and backup needs and have implemented plans and systems that reasonably address their assessment of risk. (f) All products of the AngioDynamics Corporations ("AngioDynamics Product") conform in all material respects with all applicable contractual commitments and all express and implied warranties, the AngioDynamics Corporations' published product specifications and with all regulations, certification standards and other requirements of any applicable governmental entity or third party. The channel activities of the AngioDynamics Corporations related to sales or distribution of AngioDynamics Products conform in all material respects with all applicable contractual commitments. The AngioDynamics Corporations have no liability (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due or otherwise) for replacement or modification of any actualAngioDynamics Product or other damages in connection therewith other than in the ordinary course of business. There are no known material defects in the design or technology embodied in any AngioDynamics Product which impair or are likely to impair the intended use of such AngioDynamics Product. There is no presently pending, allegedor, possible or potential infringementto the knowledge of Parent, misappropriation or unlawful or unauthorized use ofthreatened, and, to the knowledge of Parent, there is no basis for, any Proprietary Asset owned civil, criminal or used by administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings or demand letters relating to any other Personalleged hazard or alleged defect in design, manufacture, materials or workmanship, including any failure to warn or alleged breach of express or implied warranty or representation, relating to any AngioDynamics Product. None of the AngioDynamics Corporations have extended to any of its customers any written product warranties, indemnifications or guarantees that deviate in any material respect from the standard product warranties, indemnification arrangements or guarantees of the AngioDynamics Corporations.

Proprietary Assets. (a) Parent or an Affiliate has good and valid title to all of its respective Proprietary Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit all of its material Proprietary Assets. Except as set forth in Schedule 3.11(aPart 4.9(a) of Parent the Purchaser Disclosure SchedulesSchedule, there is no Contract pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Proprietary AssetAsset that is used in connection with the Purchaser Entities' business (the "Purchaser Proprietary Assets") that is not owned by or licensed to any of the Purchaser Entities. (b) Parent To the Knowledge of Purchaser and its Affiliates have taken reasonable measures and precautions to protect and maintain the confidentiality of their respective Proprietary Assets. To Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Proprietary Asset. (i) All patents, trademarks, service marks and copyrights that are material to the business and held by Parent or an Affiliate are valid, enforceable and subsisting; (ii) to Parent’s KnowledgeMerger Sub, none of the material Purchaser Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates infringes or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii. Except as set forth in Part 4.9(b) of the Purchaser Disclosure Schedule, to Parent’s Knowledgethe Knowledge of Purchaser and Merger Sub, none of the Purchaser Entities is infringing, misappropriating or making any unlawful use of, and none of the Purchaser Entities has received any notice or other communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful use of, any Proprietary Asset owned or used by any other Person. To the Knowledge of Purchaser and Merger Sub, except as set forth in Part 4.9(b) of the Purchaser Disclosure Schedule, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Purchaser Proprietary Asset that is material Asset. (c) Except as set forth in Part 4.9(c) of the Purchaser Disclosure Schedule, (i) none of the Purchaser Entities has licensed any of the Purchaser Proprietary Assets to Parent’s or any Affiliate’s business Person on an exclusive basis and (ivii) none of the Purchaser Entities has entered into any covenant not to compete or Contract limiting its ability to exploit fully any of the Purchaser Proprietary Assets or to transact business in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated market or made geographical area or with any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person.

Proprietary Assets. (a) Parent or an Affiliate has and its Subsidiaries have good and valid title to, or have sufficient licenses to use, all of its respective Parent Proprietary Assets, Assets free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit use all of its material Parent Proprietary Assets. Except as set forth in Schedule 3.11(a) of Neither Parent Disclosure Schedules, there is no Contract pursuant nor its Subsidiaries are obligated to which make any payment to any Person other than for the use of any Parent or an Affiliate has any right (whether or not currently exercisable) Proprietary Asset. To the knowledge of Parent, Parent and its Subsidiaries are free to use, modify, copy, distribute, sell, license or otherwise exploit any material on an exclusive basis each of the Parent Proprietary AssetAssets. (b) Parent and its Affiliates Subsidiaries have taken reasonable measures and precautions necessary to protect and maintain the confidentiality and secrecy of their respective all Parent Proprietary Assets (except Parent Proprietary Assets whose value would be unimpaired by public disclosure) and otherwise to maintain and protect the value of all Parent Proprietary Assets. To Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Proprietary Asset. (ic) All patents, trademarks, service marks and copyrights that are material to To the business and held by Parent or an Affiliate are valid, enforceable and subsisting; (ii) to knowledge of Parent’s Knowledge, none of the Parent Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates infringes or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to . To the knowledge of Parent’s Knowledge, neither Parent nor its Subsidiaries are misappropriating or making any unlawful use of, and neither Parent nor its Subsidiaries has at any time misappropriated or made any unlawful use of, or received any notice or other communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful use of, any Proprietary Asset owned or used by any other Person. To the knowledge of Parent, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Parent Proprietary Asset that is material Asset. (d) To the knowledge of Parent, Parent Proprietary Assets constitute all the Proprietary Assets necessary to Parent’s enable Parent or any Affiliate’s business and (iv) its Subsidiaries to conduct their respective businesses in each case to Parent’s Knowledge, neither the manner in which such businesses have been conducted. Neither Parent nor its Subsidiaries have licensed any Affiliate has infringed, misappropriated of the Parent Proprietary Assets to any Person on an exclusive basis and Parent or made its Subsidiaries have not entered into any unlawful covenant not to compete or unauthorized use Contract limiting its ability to exploit fully any of its Proprietary Assets or to transact business in any Proprietary Asset owned market or used by geographical area or with any other Person, and neither Parent nor any Affiliate has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person.

Proprietary Assets. (a) The Parent SEC Documents, with respect to each Proprietary Asset owned by Parent and registered with any Governmental Body or for which an Affiliate application has been filed with any Governmental Body sets out, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application that is material to business of Parent. Parent has good and valid title to all of its respective the Proprietary AssetsAssets identified or required to be identified in the Parent SEC Documents, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) and minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets such Proprietary Asset subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure SchedulesParent. Parent or an Affiliate has a valid right to use, license and otherwise exploit all of its Proprietary Assets identified or required to be identified in the Parent SEC Documents. Parent has a valid right to use, license and exploit any Parent Proprietary Asset identified above, subject to the terms thereof. Parent has not developed jointly with any other Person any Proprietary Asset that is material Proprietary Assets. Except as set forth in Schedule 3.11(a) to the business of Parent Disclosure Schedules, there and with respect to which such other Person has any rights. There is no Parent Contract (with the exception of end user license agreements, support agreements, consulting agreements and other customer contracts in the forms previously filed in the Parent SEC Documents) pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Proprietary AssetAsset of Parent. (b) Parent and its Affiliates have has taken reasonable measures and precautions to protect and maintain the confidentiality confidentiality, secrecy and value of their respective all material Proprietary AssetsAssets of Parent (except Proprietary Assets of Parent whose value would be unimpaired by disclosure). To Parent’s Knowledge, no No current or former employee, officer, director, stockholdershareholder, consultant or independent contractor has any right, claim or interest in or with respect to any Proprietary AssetAsset of Parent. (ic) All patents, trademarks, service marks and copyrights that are material to the business and held by Parent or an Affiliate are valid, enforceable and subsisting; (ii) to Parent’s Knowledge, subsisting and none of the Proprietary Assets of Parent and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) ), to the Parent’s knowledge, infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledge. Except as disclosed in the Parent SEC Documents, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate has not received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person. To the best of the knowledge of Parent, no other Person is materially infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Proprietary Asset of Parent. (d) The Proprietary Assets of Parent constitute all the Proprietary Assets necessary to enable Parent to conduct its business in the manner in which such business has been and is being conducted. Parent has not (i) licensed any Proprietary Assets of Parent to any Person on an exclusive basis, or (ii) entered into any covenant not to compete or Contract limiting or purporting to limit the ability of Parent to exploit fully any Proprietary Assets of Parent or to transact business in any market or geographical area or with any Person.

Proprietary Assets. (a) Parent Part 2.9(a)(1) of the Disclosure Schedule identifies and provides a brief description of all Proprietary Assets owned by PhoneSoft. Part 2.9(a)(2) of the Disclosure Schedule identifies and provides a brief description of each Proprietary Asset that is owned by any other Person and that is licensed to or an Affiliate used by PhoneSoft (except for any Proprietary Asset that is licensed to PhoneSoft under any third party software license that (i) is generally available to the public, and (ii) imposes no future monetary obligation on PhoneSoft) and identifies the license agreement or other agreement under which such Proprietary Asset is being licensed to or used by PhoneSoft. PhoneSoft has good and valid title to all of its respective the Proprietary Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen Assets identified in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(aPart 2.9(a)(1) of the Parent Disclosure Schedules. Parent or an Affiliate Schedule, free of any Encumbrances, and has a valid right to use, license use and otherwise exploit exploit, and to license others to use and otherwise exploit, all Proprietary Assets identified in Part 2.9(a)(2) of its material Proprietary Assetsthe Disclosure Schedule. Except as set forth in Schedule 3.11(aPart 2.9(a)(3) of Parent the Disclosure SchedulesSchedule, there PhoneSoft is no Contract pursuant not obligated to which make any payment to any Person for the use or other than Parent or an Affiliate has exploitation of any right (whether or not currently exercisableProprietary Asset. Except as set forth in Part 2.9(a)(4) of the Disclosure Schedule, PhoneSoft is free to use, modify, copy, distribute, sell, license or otherwise exploit any material each of PhoneSoft Proprietary Asset. Assets on an exclusive basis (bother than Proprietary Assets consisting of software licensed to PhoneSoft under third party licenses generally available to the public, with respect to which PhoneSoft's rights are not exclusive). Except as set forth in Part 2.9(a)(5) Parent and its Affiliates have taken reasonable measures and precautions to protect and maintain of the confidentiality of their respective Proprietary Assets. To Parent’s KnowledgeDisclosure Schedule, no current or former employeeaction, officersuit, directorproceeding, stockholderhearing, consultant or independent contractor has any rightinvestigation, charge, complaint, claim or interest in demand is pending or to the Knowledge of Phonesoft or Xxxx Xxxxxx is threatened which challenges the legality, validity, enforceability, use, or ownership of any Proprietary Asset, and PhoneSoft has never agreed to indemnify any Person for or against any interference, infringement, misappropriation, or other conflict with respect to any Proprietary Asset. (ib) PhoneSoft has taken all reasonably prudent measures and precautions necessary to protect and maintain the confidentiality, value and secrecy of all PhoneSoft Proprietary Assets (except PhoneSoft Proprietary Assets whose value would be unimpaired by public disclosure) and otherwise to maintain and protect the value of all PhoneSoft Proprietary Assets. Except as set forth on Part 2.9(b) of the Disclosure Schedule, other than Phonesoft's directors, officers and employees, PhoneSoft has not disclosed or delivered or permitted to be disclosed or delivered to any Person, and no Person (other than PhoneSoft) has access to or has any rights with respect to, the source code, or any portion or aspect of the source code, of any PhoneSoft Proprietary Asset. (c) All patents, trademarks, service marks and copyrights that are material to the business registered with any Governmental Body and held by Parent or an Affiliate PhoneSoft are valid, enforceable valid and subsisting; (ii) to Parent’s Knowledge, none . None of the PhoneSoft Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates infringes or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledge, no other Person . PhoneSoft is not infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person.,

Proprietary Assets. (a) Parent or an Affiliate has good and valid title The CPI Proprietary Assets constitute such Proprietary Assets as are reasonably necessary to all of enable CPI to conduct its respective Proprietary Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit all of its material Proprietary Assets. Except as set forth in Schedule 3.11(a) of Parent Disclosure Schedules, there it is no Contract pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Proprietary Asset. (b) Parent and its Affiliates have taken reasonable measures and precautions to protect and maintain the confidentiality of their respective Proprietary Assets. To Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Proprietary Assetbeing conducted. (i) All patents, trademarks, service marks and copyrights that CPI owns or has the right to use such Proprietary Assets as are material to currently used in the business and held such ownership and use will not be adversely affected by Parent the transactions contemplated hereby. So far as is known to CPI, no present or an Affiliate are validformer employee of, enforceable and subsisting; or consultant to, CPI or any other person (including, without limitation, any former employer of a present or former employee or consultant of CPI) has any proprietary, commercial or other interest in such Proprietary Assets other than rights, if any, in respect of which there has been adequate assignment or license to CPI to permit CPI to conduct its business as presently conducted. (ii) CPI has taken commercially reasonable measures in the normal course of its business to Parent’s Knowledge, none of the protect through non-disclosure agreements such Proprietary Assets as CPI has decided to, and no is legally and practically able to, keep secret. CPI has not received notice from a third party of any (nor is it aware of any) claim of infringement or other violation relating to any such Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with Assets, nor does CPI know of any other Person) infringes, misappropriates or conflicts in facts upon which any material respect with any Proprietary Asset owned or used by any other Person; such claim could reasonably be based. (iii) In conducting its business as presently conducted, CPI has no knowledge that it is infringing upon or unlawfully or wrongfully using any patent, trademark, tradename, service xxxx, copyright or any other form of intellectual property or trade secret, owned or claimed by another and has no knowledge that any of the compositions of matter or therapeutic methods that CPI is currently planning to Parent’s Knowledge, no other Person is infringing, misappropriating develop clinically infringes upon or making any results in the unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized wrongful use of any Proprietary Asset patent, trademark, trade name, service xxxx, copyright or any other form of intellectual property or trade secret, owned or used claimed by any other Person, and neither Parent nor any Affiliate another. CPI has not received any notice or other communication (in writing any claim of infringement or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Personclaim or proceeding relating to any such patent, trademark, trade name, service xxxx, copyright, trade secret or any other form of intellectual property or any agreement relating thereto.

Proprietary Assets. (a) Parent or an Affiliate has good and valid title to all of its respective the Proprietary Assets owned by Parent that are material to the business of the Parent ("Parent Proprietary Assets"), free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, and (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit all of its material Proprietary Assets. Except as set forth in Schedule 3.11(a) of Parent Disclosure Schedules, there is no Contract pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Proprietary AssetParent. (b) Parent and its Affiliates have taken reasonable measures and precautions to protect and maintain To the confidentiality best of their respective Proprietary Assets. To the knowledge of Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Proprietary Asset. : (i) All all material patents, trademarks, service marks and copyrights that are material to the business and held by Parent or an Affiliate are valid, enforceable and subsisting; (ii) to Parent’s Knowledge, none of the Parent Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledgenone of the products, no other Person systems, computer programs or software that are or have been designed, created, developed, assembled, manufactured, sold, licensed or otherwise made available by Parent is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither and, except as set forth in Part 3.5(b) of the Parent nor any Affiliate Disclosure Schedule, since January 1, 2000, Parent has not received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; (iv) except as set forth in Part 3.5(b) of the Parent Disclosure Schedule, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Parent Proprietary Asset.

Proprietary Assets. (a) Parent or an Affiliate has good Schedule 6.06(a) sets forth a complete and valid title to all of its respective Proprietary Assets, free and clear accurate list ---------------- (including relevant registration information) of all Encumbrancesregistered Proprietary Assets which are owned or used by, except for required for, or material to the Purchaser or the Purchaser Subsidiaries in connection with the Purchaser's and the Purchaser's Subsidiaries' businesses. (b) To the Knowledge of the Purchaser, all Proprietary Assets which are owned or used by, required for, or material to the Purchaser or the Purchaser Subsidiaries in connection with the Purchaser's and the Purchaser's Subsidiaries' businesses, including those listed in Schedule 6.06(a) are: ---------------- (i) any lien for current taxes not yet due other than those referred to in Section 6.06(b)(vi) below, owned solely and payable, exclusively by the Purchaser or one of the Purchaser Subsidiaries; (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) except as set forth on Schedule 3.11(a6.06(b)(ii) or pursuant to -------------------- applicable law, not subject to any limit as to time or any other limitation, right of termination, reassignment or restriction ; (iii) valid and enforceable (and, to the extent registered, in compliance with all Requirements of Law, including payment of filing, examination and maintenance fees and proofs of working or use), with no past or present default on the part of the Parent Disclosure SchedulesPurchaser or the Purchaser Subsidiaries or past or present acquiescence in the activities of third parties that would adversely affect validity or enforceability of such Proprietary Assets; (iv) not being infringed or attacked or opposed or the subject of any claim to ownership or compensation, by any Person, and no Person has indicated any intention to infringe, attack or oppose such Proprietary Assets; (v) not subject to any license, waiver, charge, contingent assignment, agreement, obligation, or any other encumbrance of any sort in favor of a third party other than those from the Purchaser or from the Purchaser Subsidiaries to their licensees or distributors, which licenses are currently in force and are listed in Schedule 6.06(b)(v); and ------------------- (vi) if not owned by the Purchaser or the Purchaser Subsidiaries, subject to licenses granted to the Purchaser or the Purchaser Subsidiaries which licenses are currently in force and, except for licenses for "off-the-shelf" software, are listed in Schedule 6.06(b)(vi). Parent -------------------- (c) In the case of the licenses of Proprietary Assets referred to in Section 6.06(b)(vi) above: (i) the Purchaser or an Affiliate has a valid the Purchaser Subsidiaries have the exclusive, unrestricted right to useuse the Proprietary Assets subject to the license, license and otherwise exploit all of its material Proprietary Assets. Except except as set forth in Schedule 3.11(a6.06(b)(vi); -------------------- (ii) each such license is valid and enforceable and neither the Purchaser, the Purchaser Subsidiaries, nor any other party to such license is or has been in breach of Parent Disclosure Schedulesthe license, there and to Knowledge of Spray Ventures no such Person has indicated any intention to breach such license; (iii) no event has occurred which, with notice or lapse of time or both, would constitute a material default under any such license; and (iv) none (except as is no Contract pursuant specifically marked with an asterisk "*") will terminate or be rendered liable to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Proprietary Assettermination by virtue of the acquisition by the Shareholders of the Purchaser Shares. (bd) Parent and its Affiliates have taken reasonable measures and precautions to protect and maintain To the confidentiality Knowledge of their respective Proprietary Assets. To Parent’s Knowledgethe Purchaser, no current claims or former employeeapplications have been made against, officerno notifications in writing or otherwise have been received by, directorand there are no circumstances in respect of the Purchaser's and the Purchaser Subsidiaries' businesses which (notwithstanding any view taken by the Purchaser as to the merits of such claim, stockholderapplication, consultant notification or independent contractor has any right, claim or interest circumstances) if pursued would affect the accuracy of the warranties in or with respect to any Proprietary AssetSections 4.06(b) and (c) above. (ie) All patentsTo the Knowledge of the Purchaser, trademarksthe Purchaser and the Purchaser Subsidiaries have conducted their business without infringement or claim of infringement of any Proprietary Asset of any other Person. Without limiting the foregoing, service marks the Purchaser and copyrights that are material the Purchaser Subsidiaries have the right (pursuant to the business and held by Parent or an Affiliate are valid, enforceable and subsisting; (iia written Contract) to Parent’s Knowledge, none of use and incorporate into their products the Proprietary Assets of other Persons, as and no Proprietary Asset that is to the extent the same are currently being developed by Parent so used and incorporated. Neither the Purchaser nor the Purchaser Subsidiaries has received any notice or an Affiliate other communication (either by itself in writing or with otherwise) of any other Person) infringes, misappropriates or conflicts in any material respect with infringement of any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledge. To the Knowledge of the Purchaser, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by the Purchaser or any other Person, of the Purchaser Subsidiaries. (f) The Purchaser and neither Parent nor any Affiliate has received any notice or other communication (in writing or otherwise) the Purchaser Subsidiaries have taken reasonable measures and precautions to protect the confidentiality and value of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any all Proprietary Asset Assets owned or used by any other Personthe Purchaser or the Purchaser Subsidiaries.

Proprietary Assets. (a) Parent The Acquired Corporations own or an Affiliate has good and valid title to all of its respective Proprietary Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license use and otherwise exploit all of its material the intellectual property in the Acquired Corporation Proprietary Assets. Except as set forth in Schedule 3.11(aNone of the Acquired Corporations jointly owns with any other Person (other than another Acquired Corporation) any Acquired Corporation Proprietary Asset (i) that an Acquired Corporation purports to own and (ii) that is material to the business of Parent Disclosure Schedules, there the Acquired Corporations. There is no Acquired Corporation Contract pursuant to which any Acquired Corporation has granted any Person other than Parent or an Affiliate has another Acquired Corporation any right (whether or not currently exercisable) to usesublicense, license commercially distribute or otherwise exploit market any material Acquired Corporation Proprietary Asset. (b) Parent and its Affiliates The Acquired Corporations have taken commercially reasonable measures and precautions to protect and maintain the confidentiality confidentiality, secrecy and value of their respective the Acquired Corporation Proprietary AssetsAssets (except Acquired Corporation Proprietary Assets whose value would be unimpaired by public disclosure). To Parent’s Knowledge, no No current or former employee, officer, director, stockholder, employee, consultant or independent contractor has any right, claim or interest in or ownership right with respect to any Acquired Corporation Proprietary Asset. (c) To the knowledge of PubliGroupe: (i) All all patents, trademarks, service marks and copyrights that are material to the business registered with any Governmental Body and held by Parent or an Affiliate any of the Acquired Corporations are valid, enforceable valid and subsisting; (ii) to Parent’s Knowledge, none of the Acquired Corporation Proprietary Assets and no Proprietary Asset that is currently being developed by Parent Assets, the use thereof in the Acquired Corporations' business activities or an Affiliate (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with the conduct of the Acquired Corporations' business as presently conducted infringes any Proprietary Asset owned or used by any other Person; and (iii) to Parent’s Knowledge, no other Person is infringinginfringing any Acquired Corporation Proprietary Asset. (d) The Acquired Corporation Proprietary Assets, misappropriating or making any unlawful or unauthorized use oftogether with agreements for the license to an Acquired Corporation of software generally available to the public, and no constitute all the material Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset that Assets necessary to enable the Acquired Corporations to conduct their business in the manner in which such business is material to Parent’s or any Affiliate’s business and (iv) currently being conducted. Except as set forth in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate has received any notice or other communication (in writing or otherwiseSection 2.7(d) of the PubliGroupe Disclosure schedule, none of the Acquired Corporations has (i) licensed any actualof the Acquired Corporation Proprietary Assets to any Person on an exclusive basis, alleged, possible or potential infringement, misappropriation (ii) entered into any covenant not to compete or unlawful Contract limiting its ability (A) to exploit fully any material Acquired Corporation Proprietary Assets or unauthorized use of, (B) to transact business in any Proprietary Asset owned market or used by geographical area or with any other Person. (e) Section 2.7(e) of the PubliGroupe Disclosure Schedule sets forth all patents that have been issued to an Acquired Corporation, patent applications that have been filed by an Acquired Corporation and trademarks that have been registered by an Acquired Corporation and the jurisdictions in which such patents have been issued, patent applications have been filed and trademarks have been registered.

Proprietary Assets. (aA) Parent Part 2.12(a)(1) of the Disclosure Schedule identifies and provides a brief description of all Proprietary Assets owned by the Seller. Part 2.12(a)(2) of the Disclosure Schedule identifies and provides a brief description of each Proprietary Asset that is owned by any other Person and that is licensed to or an Affiliate used by the Seller (except for any Proprietary Asset that is licensed to the Seller under any third party software license that (1) is generally available to the public, and (2) imposes no future monetary obligation on the Seller) and identifies the license agreement or other agreement under which such Proprietary Asset is being licensed to or used by the Seller. The Seller has good and valid title to all of its respective the Proprietary Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen Assets identified in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(aPart 2.12(a)(1) of the Parent Disclosure Schedules. Parent or an Affiliate Schedule, free of any Encumbrances, and has a valid right to use, license use and otherwise exploit exploit, and to license others to use and otherwise exploit, all Proprietary Assets identified in Part 2.12(a)(2) of its material Proprietary Assetsthe Disclosure Schedule. Except as set forth in Schedule 3.11(aPart 2.12(a)(3) of Parent the Disclosure SchedulesSchedule, there the Seller is no Contract pursuant not obligated to which make any payment to any Person for the use or other than Parent or an Affiliate has exploitation of any right (whether or not currently exercisableProprietary Asset. Except as set forth in Part 2.12(a)(4) of the Disclosure Schedule, the Seller is free to use, modify, copy, distribute, sell, license or otherwise exploit any material each of the Seller Proprietary AssetAssets on an exclusive basis (other than Proprietary Assets consisting of software licensed to the Seller under third party licenses generally available to the public, with respect to which the Seller's rights are not exclusive). (bB) Parent and its Affiliates have The Seller has taken all reasonable measures and precautions necessary to protect and maintain the confidentiality and secrecy of their respective all Seller Proprietary Assets (except Seller Proprietary Assets whose value would be unimpaired by public disclosure) and otherwise to maintain and protect the value of all Seller Proprietary Assets. To Parent’s KnowledgeThe Seller has not disclosed or delivered or permitted to be disclosed or delivered to any Person, and no current Person (other than the Seller) has access to or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or rights with respect to to, the source code, or any portion or aspect of the source code, of any Seller Proprietary Asset. (iC) All patents, trademarks, service marks and copyrights that are material to the business registered with any Governmental Body and held by Parent or an Affiliate the Seller are valid, enforceable valid and subsisting; (ii) to Parent’s Knowledge, none . None of the Seller Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates infringes or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledge. The Seller is not infringing, misappropriating or making any unlawful use of, and the Seller has not at any time infringed, misappropriated or made any unlawful use of, or received any notice or other communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful use of, any Proprietary Asset owned or used by any other Person. To the best of the knowledge of the Seller and the Stockholder, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Seller Proprietary Asset that Asset. (D) The Proprietary Assets constitute all the Proprietary Assets necessary to enable the Seller to conduct its business in the manner in which such business is material being conducted and in the manner in which such business is proposed to Parent’s be conducted. The Seller has not licensed any of the Seller Proprietary Assets to any Person on an exclusive basis. The Seller has not entered into any covenant not to compete or Contract limiting its ability to exploit fully any of the Seller Proprietary Assets or to transact business in any market or geographical area or with any Person. The Seller has, and the Purchaser will acquire at the Closing, the right to use the name "PRESCIENT TECHNOLOGIES, INC." and variations thereof, and all the product and service names referred to in Section 1.1(e) hereof. (E) Except as set forth in Part 2.12(e) of the Disclosure Schedule, the Seller has not entered into and is not bound by any Contract under which any Person has the right to distribute or license any Proprietary Asset. The Seller has not disclosed or delivered to any Person, or permitted the disclosure or delivery to any Person, of the source code, or any Affiliate’s business and (iv) portion or aspect of the source code, or any proprietary information or algorithm contained in each case to Parent’s Knowledgeany source code, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other PersonAsset. No event has occurred, and neither Parent nor any Affiliate has received any no circumstance or condition exists, that (with or without notice or other communication (lapse of time) will, or could reasonably be expected to, result in writing the disclosure or otherwise) delivery to any Person of the source code, or any portion or aspect of the source code, or any proprietary information or algorithm contained in any source code, of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other PersonAsset.

Proprietary Assets. (a) Parent owns, licenses or an Affiliate otherwise possess legally enforceable rights to use and exploit all Proprietary Assets that are owned or licensed to Parent or any Parent Subsidiary or used in or necessary for the operation of Parent's or any Parent Subsidiary's respective businesses as currently conducted (the "Parent Proprietary Assets"), except to the extent that the failure to have such rights has good not had, and valid title would not reasonably be expected to have, a Material Adverse Effect on Parent. 34 (b) Parent has delivered to the Company a list of all of its respective patents and patent applications and all registered and unregistered trademarks, trade names, service marks and copyrights, and all applications with respect therefor, included in the Parent Proprietary Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen including the jurisdictions in the ordinary course of business and that do not (individually which each such Parent Proprietary Asset has been issued or registered or in which any application for such issuance and registration has been filed, and has made available to the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Company all licenses, sublicenses and other agreements to which Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has is a valid right to use, license party and otherwise exploit all of its material Proprietary Assets. Except as set forth in Schedule 3.11(a) of Parent Disclosure Schedules, there is no Contract pursuant to which any Person is authorized to use any Parent Proprietary Asset, and all licenses, sublicenses and other than agreements to which Parent or an Affiliate has is a party and pursuant to which it is authorized to use any right Third Party Proprietary Assets. (whether or not currently exercisablec) to To Parent's knowledge, there is no unauthorized use, license disclosure, infringement or otherwise exploit misappropriation of any material Parent Proprietary Asset, or any Third Party Proprietary Asset to the extent licensed by or through Parent by any third party, including any employee or former employee of Parent, except such as would not have a Material Adverse Effect on Parent. Neither Parent nor any Parent Subsidiary has entered into any agreement to indemnify any other Person against any charge of infringement of any Parent Proprietary Asset. (bd) Neither Parent nor any Parent Subsidiary is, or will as a result of the execution and delivery of this Agreement or the performance of its Affiliates obligations under this Agreement be, in breach of any license, sublicense or other agreement relating to any Parent Proprietary Asset or Third Party Proprietary Asset, except for such breaches that would not have taken reasonable measures a Material Adverse Effect on Parent. (e) All patents, registered trademarks, registered service marks or copyright registrations owned by Parent or any Parent Subsidiary are valid and precautions subsisting. Except for actions which would not reasonably be expected to protect and maintain the confidentiality have a Material Adverse Effect on Parent, neither Parent nor any Parent Subsidiary (i) is a party to any Legal Proceeding which involves a claim of their respective infringement of any Third Party Proprietary AssetsAsset or (ii) has brought any Legal Proceeding for infringement of any Parent Proprietary Asset or breach of any license or agreement involving a Parent Proprietary Asset against any third party, which action is continuing. To Parent’s Knowledge's knowledge, no current the manufacture, marketing, licensing or former employee, officer, director, stockholder, consultant sale of any Parent Proprietary Asset or independent contractor has products does not infringe any right, claim or interest in or with respect to any Third Party Proprietary Asset. (if) All Parent has secured agreements with all consultants and employees who prior to the date of this Agreement contributed to the creation or development of any Parent Proprietary Asset regarding the rights to such contributions that Parent does not already own by operation of law in the form substantially identical to the form of Proprietary Information and Inventions Agreement previously made available to the Company. (g) Parent has taken all reasonable and appropriate steps to protect and preserve the confidentiality of all Parent Proprietary Assets not otherwise protected by patents, trademarkspatent applications or copyrights ("Confidential Information"). All use, service marks and copyrights that are material disclosure or appropriation of Confidential Information owned by Parent by or to any third party has been pursuant to the business terms of a written agreement between Parent and held such third party, and all use, disclosure or appropriation of Confidential Information not owned by Parent has been pursuant to the terms of a written agreement between Parent and the owner of such Confidential Information, or an Affiliate are valid, enforceable and subsisting; (ii) to Parent’s Knowledge, none of the Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person.otherwise lawful. 35

Proprietary Assets. (a) Parent Exhibit A sets forth, with respect to each Proprietary Asset owned by PC and registered with any Governmental Body or for which an Affiliate application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. With respect to each Proprietary Asset listed in Exhibit A, any and all information contained in any registration or application for each such Proprietary Asset is true and provided in good faith. Exhibit A also identifies and provides a brief description of each Proprietary Asset owned by PC to be sold to PeopleNet International Corporation. Exhibit A also identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations with respect to, each Proprietary Asset that is licensed or otherwise made available to PC by any Person (except for any Proprietary Asset that is licensed to PC under any third party software license or "shrink-wrap" license generally available to the public), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to PC. PC has good and valid title to all of its respective PC Proprietary AssetsAssets identified or required to be identified in Exhibit A, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens . PC has not developed jointly with any other Person any PC Proprietary Asset that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value constitutes part of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure SchedulesAssets and with respect to which such other Person has any rights. Parent or an Affiliate has a valid right to use, license and otherwise exploit all of its material Proprietary Assets. Except as set forth in Schedule 3.11(a) of Parent Disclosure Schedules, there There is no PC Contract pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material PC Proprietary Asset. (b) Parent and its Affiliates have PC has taken reasonable measures and precautions to protect and maintain the confidentiality confidentiality, secrecy and value of their respective all PC Proprietary Assets. To Parent’s Knowledge, no No current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any PC Proprietary Asset. (ic) All patents, trademarks, service marks and copyrights that are material to the business and held by Parent or an Affiliate PC are valid, enforceable and subsisting; (ii) to Parent’s Knowledge, none None of the PC Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate PC (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledge. None of the products, no other Person systems, software, computer programs, source code, models, algorithms, formula, compounds, inventions, designs, technology, proprietary rights or intangible assets that is or has been designed, created, developed, assembled, manufactured or sold by PC is infringing, misappropriating or making any unlawful or unauthorized use of, and no of any Proprietary Asset owned or used by any other Person infringes or conflicts withPerson, and none of such products has at any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has time infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate . PC has never received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person. To the best of the knowledge of PC and the Significant Shareholders no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any PC Proprietary Asset. Each Proprietary Asset for which a patent application, provisional or non-provisional, has been filed with any Governmental Body has not been known or used by others in the country of filing and has not been patented or described in a printed publication in the country of filing or any foreign country before the invention of the Proprietary Asset by PC or by another inventor through which PC is claiming priority. As to any patent application filed in the U.S., the invention that is the subject of the patent has not been on sale in the United States more than 12 months before the invention of the Proprietary Asset by PC or by another inventor through which PC is claiming priority. PC is not aware nor should PC be aware of any bars to the granting of any patent application filed with any Governmental Body for any Proprietary Asset. (d) The PC Proprietary Assets constitute all the Proprietary Assets necessary to enable PC to conduct its business in the manner in which such business has been and is being conducted. PC has not (i) licensed any of PC Proprietary Assets to any Person on an exclusive basis, or (ii) entered into any covenant not to compete or Contract limiting or purporting to limit the ability of PC to exploit fully any PC Proprietary Assets or to transact business in any market or geographical area or with any Person. (e) PC has not disclosed or delivered to any Person, or permitted the disclosure or delivery to any escrow agent or other Person, of any PC Source Code. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the disclosure or delivery to any Person of any PC Source Code or the release from any escrow of any other PC Proprietary Asset. (f) Except with respect to demonstration or trial copies, no product, system, program or software module designed, developed, sold, licensed or otherwise made available by PC to any Person contains any "back door," "time bomb," "Trojan horse," "worm," "drop dead device," "virus" or other software routines or hardware components designed to permit unauthorized access or to disable or erase software, hardware or data without the consent of the user.

Proprietary Assets. (aA) Part 4.11 (a)(i) of the Parent Disclosure Schedule sets forth, with respect to each Parent Proprietary Asset registered with any Governmental Body or for which an Affiliate application has good been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. Other than unregistered trademarks, trade names and service marks (collectively, the "Parent Unregistered Trademarks"), Part 4.11 (a)(ii) of the Parent Disclosure Schedule identifies and provides a brief description of all other Parent Proprietary Assets owned by the Parent. Part 4.11 (a)(ii) of the Parent Disclosure Schedule also discloses all Parent Unregistered Trademarks that have been and are currently being used by the Parent in the ordinary course of business. Parent has not received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement or unlawful use of any Parent Unregistered Trademark. Part 4.11 (a)(iii) of the Parent Disclosure Schedule identifies and provides a brief description of each Proprietary Asset licensed to Parent by any Person (except for any Proprietary Asset that is licensed to Parent under any third party software license generally available to the public at a cost of less than $5,000), and identifies the license agreement under which such Proprietary Asset is being licensed to Parent. Other than the Parent Unregistered Trademarks identified in Part 4.1 l(a)(ii) of the Parent Disclosure Schedule, Parent has good, valid and marketable title to all of its respective the Parent Proprietary AssetsAssets identified in Parts 4.11 (a)(i) and 4.1 1(a)(ii) of the Parent Disclosure Schedule owned by it, free and clear of all liens and other Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen has a valid right to use all Proprietary Assets identified in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(aPart 4.1 1(a)(iii) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit all of its material Proprietary AssetsSchedule not owned by it. Except as set forth in Schedule 3.11(aPart 4.1 1(a)(iv), Parent is not obligated to make any payment to any Person for the use of any Parent Proprietary Asset. Except as set forth in Part 4.11 (a)(v) of the Parent Disclosure SchedulesSchedule, there is no Contract pursuant Parent has not developed jointly with any other Person any Parent Proprietary Asset with respect to which any such other Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Proprietary Assetrights. (bB) Except as to the absence of registrations referenced in Part 4.11 (a)(ii) of the Parent and its Affiliates have Disclosure Schedule, Parent has taken reasonable all measures and precautions reasonably necessary to protect and maintain the confidentiality and secrecy of their respective all Parent Proprietary Assets (except Parent Proprietary Assets whose value would be unimpaired by public disclosure) and otherwise to maintain and protect the value of all Parent Proprietary Assets. To Parent has taken all measures and precautions necessary to protect and maintain the confidentiality and secrecy of all Parent Proprietary Assets that are trade secrets (the "Parent Trade Secrets") and otherwise to maintain and protect the value of all Parent Trade Secrets. Except in the ordinary course of Parent’s Knowledge's business, no current Parent has not disclosed or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect delivered to any Person, or permitted the disclosure or delivery to any Person of, (i) the source code, or any portion or aspect of the source code, of any Parent Proprietary Asset, or (ii) the object code, or any portion or aspect of the object code, of any Parent Proprietary Asset. (C) Except for the potential issues described in Part 4.11(c) of the Parent Disclosure Schedule, which are expressly understood as not constituting admissions, (i) All patents, trademarks, service marks and copyrights that are material to the business and held by Parent or an Affiliate are valid, enforceable and subsisting; (ii) to Parent’s Knowledge, none of the Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledge, no other Person is not infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by Parent has not at any other Person infringes or conflicts with, any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has time infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither provided that the representation as to Patents, trademarks or service marks shall be limited to the best knowledge of Parent, or, (ii) except as set forth in Part 4.11(c) of the Parent nor any Affiliate Disclosure Schedule, Parent has not received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person. To the best knowledge of the Parent, except as set forth in Part 4.11(c) of the Parent Disclosure Schedule, no other Person is infringing, misappropriating or making any unlawful use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Parent Proprietary Asset. (D) To the best knowledge of Parent, each Parent Proprietary Asset conforms in all material respects with any enforceable specification, documentation, performance standard, representation or statement made or provided with respect thereto by or on behalf of Parent; and there has not been any claim by any customer or other Person alleging that any Parent Proprietary Asset (including each version thereof that has ever been licensed or otherwise made available by Parent to any Person) does not conform in all material respects with any specification, documentation, performance standard, representation or statement made or provided by or on behalf of Parent, and, to the best of the knowledge of Parent, there is no basis for any such claim.

Proprietary Assets. (a) Parent Exhibit A sets forth, with respect to each Proprietary Asset owned by ECG and registered with any Governmental Body or for which an Affiliate application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. With respect to each Proprietary Asset listed in Exhibit A, any and all information contained in any registration or application for each such Proprietary Asset is true and provided in good faith. Exhibit A also identifies and provides a brief description of each Proprietary Asset owned by ECG to be sold to PeopleNet International Corporation. Exhibit A also identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations with respect to, each Proprietary Asset that is licensed or otherwise made available to ECG by any Person (except for any Proprietary Asset that is licensed to ECG under any third party software license or "shrink-wrap" license generally available to the public), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to ECG. ECG has good and valid title to all of its respective ECG Proprietary AssetsAssets identified or required to be identified in Exhibit A, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens . ECG has not developed jointly with any other Person any ECG Proprietary Asset that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value constitutes part of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure SchedulesAssets and with respect to which such other Person has any rights. Parent or an Affiliate has a valid right to use, license and otherwise exploit all of its material Proprietary Assets. Except as set forth in Schedule 3.11(a) of Parent Disclosure Schedules, there There is no ECG Contract pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material ECG Proprietary Asset. (b) Parent and its Affiliates have ECG has taken reasonable measures and precautions to protect and maintain the confidentiality confidentiality, secrecy and value of their respective all ECG Proprietary Assets. To Parent’s Knowledge, no No current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any ECG Proprietary Asset. (ic) All patents, trademarks, service marks and copyrights that are material to the business and held by Parent or an Affiliate ECG are valid, enforceable and subsisting; (ii) to Parent’s Knowledge, none None of the ECG Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate ECG (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledge. None of the products, no other Person systems, software, computer programs, source code, models, algorithms, formula, compounds, inventions, designs, technology, proprietary rights or intangible assets that is or has been designed, created, developed, assembled, manufactured or sold by ECG is infringing, misappropriating or making any unlawful or unauthorized use of, and no of any Proprietary Asset owned or used by any other Person infringes or conflicts withPerson, and none of such products has at any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has time infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate . ECG has never received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person. To the best of the knowledge of ECG and the Significant Shareholders no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any ECG Proprietary Asset. Each Proprietary Asset for which a patent application, provisional or non-provisional, has been filed with any Governmental Body has not been known or used by others in the country of filing and has not been patented or described in a printed publication in the country of filing or any foreign country before the invention of the Proprietary Asset by ECG or by another inventor through which ECG is claiming priority. As to any patent application filed in the U.S., the invention that is the subject of the patent has not been on sale in the United States more than 12 months before the invention of the Proprietary Asset by ECG or by another inventor through which ECG is claiming priority. ECG is not aware nor should ECG be aware of any bars to the granting of any patent application filed with any Governmental Body for any Proprietary Asset. (d) The ECG Proprietary Assets constitute all the Proprietary Assets necessary to enable ECG to conduct its business in the manner in which such business has been and is being conducted. ECG has not (i) licensed any of ECG Proprietary Assets to any Person on an exclusive basis, or (ii) entered into any covenant not to compete or Contract limiting or purporting to limit the ability of ECG to exploit fully any ECG Proprietary Assets or to transact business in any market or geographical area or with any Person. (e) ECG has not disclosed or delivered to any Person, or permitted the disclosure or delivery to any escrow agent or other Person, of any ECG Source Code. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the disclosure or delivery to any Person of any ECG Source Code or the release from any escrow of any other ECG Proprietary Asset. (f) Except with respect to demonstration or trial copies, no product, system, program or software module designed, developed, sold, licensed or otherwise made available by ECG to any Person contains any "back door," "time bomb," "Trojan horse," "worm," "drop dead device," "virus" or other software routines or hardware components designed to permit unauthorized access or to disable or erase software, hardware or data without the consent of the user.

Proprietary Assets. (ai) Parent Except as otherwise set forth on Schedule 3(j), SPSS (A) owns or an Affiliate has good the right to use all Proprietary Assets (as defined below) used in or necessary for its business as currently conducted and valid title as proposed to all of its respective Proprietary Assetsbe conducted, free and clear of all Encumbrancesmaterial liens, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen all such Proprietary Assets are sufficient to enable SPSS to conduct its business in the ordinary course manner in which such business has been and is being conducted free from liabilities or valid claims of business infringement or misappropriation by third parties; and that do not (individually or in the aggregateB) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit all of its material Proprietary Assets. Except as set forth in Schedule 3.11(a) of Parent Disclosure Schedules, there is no Contract pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Proprietary Asset. (b) Parent and its Affiliates have taken reasonable and customary measures and precautions necessary to protect and maintain the confidentiality and secrecy of their respective all its Proprietary Assets (except the Proprietary Assets whose value would be unimpaired by public disclosure) and otherwise to maintain and protect the value of all its Proprietary Assets. To Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Proprietary Asset. (i) All patents, trademarks, service marks and copyrights that are material to the business and held by Parent or an Affiliate are valid, enforceable and subsisting; (ii) Except where such infringement, misappropriation or unlawful use has not had or could not reasonably be expected to Parent’s Knowledgehave a material adverse effect on the assets, none business, financial condition or the results of the Proprietary Assets and no Proprietary Asset that operation of SPSS, SPSS is currently being developed by Parent not infringing, misappropriating or an Affiliate (either by itself or with making any other Person) infringes, misappropriates or conflicts in any material respect with unlawful use of any Proprietary Asset owned or used by any other individual, corporation, partnership, limited liability company, joint venture, trust or unincorporated organization or a government or agency or political subdivision thereof (each, a "Person"); and no claims or notices (iiiin writing or otherwise) with respect to Proprietary Assets have been communicated to SPSS: (A) to Parent’s Knowledgethe effect that the manufacture, sale, license or use of any Proprietary Assets as now used or currently offered or proposed for use or sale by SPSS infringes or potentially infringes, or constitutes a misappropriation or unlawful use of any patent, trademark, trade name, service mark, copyright, maskwork, trade secret or other proxxxxtary or intellectual property right of a third party, or (B) challenging the ownership or validity of any of the rights of SPSS to or its interest in such Proprietary Assets. SPSS has not received any notice to the effect that any patents or registered trademarks, service marks or copyrights held by SPSS are invalid or not subsisting. To SPSS's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset used in or pertaining to the business of SPSS. (iii) SPSS has not licensed any of its Proprietary Assets to any Person on an exclusive basis or entered into any covenant not to compete or contract limiting its ability to sell its products or services in any market or geographical area or with any Person other than restrictions in a license agreement that is material to Parent’s or any Affiliate’s are typical of those granted in the ordinary course of business and in its industry. (iv) in each case to Parent’s KnowledgeAs used herein, neither Parent nor the term "Proprietary Assets" means: (A) any Affiliate has infringedpatent, misappropriated patent application, trademark (whether registered or made any unlawful unregistered), trademark application, trade name, fictitious business name, service mark (whether registered or unauthorized use of any Proprietary Asset owned unregistered), service mxxx application, copyright (whether registered or used by any other Personuxxxxistered), and neither Parent nor any Affiliate has received any notice copyright application, maskwork, maskwork application, trade secret, know-how, customer list, franchise, system, computer software, computer program, source code, databases, invention, design, blueprint, engineering drawing, proprietary product, technology, or other communication proprietary or intellectual property right or intangible asset, in any medium in whole or in part; and (in writing B) any right to use or otherwise) exploit any of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Personthe foregoing.

Proprietary Assets. (a) Parent Disclosure Schedule 2.12 identifies and provides a brief description of all Proprietary Assets: (i) owned by the Seller, and (ii) owned by any other Person and that is licensed to or an Affiliate used by the Seller (except for any Proprietary Asset that is licensed to Seller under any third party software license that: (1) is generally available to the public, and (2) imposes no future monetary obligation on the Seller) and identifies the license agreement or other agreement under which such Proprietary Asset is being licensed to or used by the Seller. Except as set forth on Part 2.12 of the Disclosure Schedule, the Seller has good and valid title to all of its respective the Proprietary Assets, Assets and the Assets are free and clear of all any Encumbrances, except for (i) any lien for current taxes not yet due and payableand, (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or AffiliateSeller’s Knowledge, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license use and otherwise exploit exploit, and to license others to use and otherwise exploit, all of its material Proprietary AssetsAssets identified in Disclosure Schedule 2.12. Except as set forth otherwise identified in Disclosure Schedule 3.11(a) of Parent Disclosure Schedules2.12, there the Seller is no Contract pursuant not obligated to which make any payment to any Person for the use or other than Parent or an Affiliate has exploitation of any right (whether or not currently exercisable) Proprietary Asset and Seller is free to use, modify, copy, distribute, sell, license or otherwise exploit any material each of the Seller Proprietary AssetAssets on an exclusive basis (other than Proprietary Assets consisting of software licensed to the Seller under third party licenses generally available to the public, with respect to which the Seller’s rights are not exclusive). (b) Parent and its Affiliates have The Seller has taken all reasonable measures and precautions necessary to protect and maintain the confidentiality and secrecy of their respective all Seller Proprietary Assets (except Seller Proprietary Assets whose value would be unimpaired by public disclosure) and otherwise to maintain and protect the value of all Seller Proprietary Assets. To Parent’s KnowledgeThe Seller has not disclosed or delivered or permitted to be disclosed or delivered to any Person, and no current Person (other than the Seller) has access to or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or rights with respect to to, the source code, or any portion or aspect of the source code, of any Seller Proprietary Asset. (ic) All patents, trademarks, service marks and copyrights that are material to the business registered with any Governmental Body and held by Parent or an Affiliate the Seller are valid, enforceable valid and subsisting; (ii) to Parent. To Seller’s Knowledge, none None of the Seller Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates infringes or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent. To the best of Seller’s Knowledge, the Seller is not infringing, misappropriating or making any unlawful use of, and the Seller has not at any time infringed, misappropriated or made any unlawful use of, or received any notice or other communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful use of, any Proprietary Asset owned or used by any other Person. To Seller’s Knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Seller Proprietary Asset. (d) The Proprietary Assets constitute all the Proprietary Assets necessary to enable the Seller to conduct its business in the manner in which such business is being conducted and in the manner in which such business is proposed to be conducted. The Seller has not licensed any of the Seller Proprietary Assets to any Person on an exclusive basis. The Seller has not entered into any covenant not to compete or Contract limiting its ability to exploit fully any of the Seller Proprietary Assets or to transact business in any market or geographical area or with any Person. The Seller has, and the Purchaser will acquire at the Closing, the right to use all of Sellers trademarks and copyrights listed in Disclosure Schedule 2.12 and variations thereof. (e) Except as set forth in Disclosure Schedule 2.12, the Seller has not entered into and is not bound by any Contract under which any Person has the right to distribute or license any Proprietary Asset. The Seller has not disclosed or delivered to any Person, or permitted the disclosure or delivery to any Person, of the source code, or any portion or aspect of the source code, or any proprietary information or algorithm contained in any source code, of any Proprietary Asset. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the disclosure or delivery to any Person of the source code, or any portion or aspect of the source code, or any proprietary information or algorithm contained in any source code, of any Proprietary Asset. (f) Except as set forth in Part 2.12 of the Disclosure Schedule, to Seller’s Knowledge, there is no Proprietary Asset that is material owned by or licensed to ParentSeller or that is otherwise used or useful in connection with Seller’s business. (g) Seller represents and warrants that it has full right, title and interest in and to all Proprietary Assets listed in Part 2.12 of the Disclosure Schedule, including any and all referenced documents thereto. Seller has taken all reasonable measures and precautions necessary to protect the confidentiality and value of each Proprietary Asset identified or any Affiliate’s business and required to be identified in Part 2.12 of the Disclosure Schedule. (ivh) in each case to ParentTo Seller’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other PersonSeller is not infringing, and neither Parent nor none of the Seller has at any Affiliate has time infringed or received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use infringement of, any Proprietary Asset owned or used by any other Person. To Seller’s Knowledge, no other Person is infringing, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset owned or used by Seller. (i) The Proprietary Assets identified in Part 2.12 of the Disclosure Schedule constitute all of the Proprietary Assets necessary to enable Seller to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is proposed to be conducted.

Proprietary Assets. (a) Parent or an Affiliate has good and valid title to all of its respective Proprietary Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations Each of Parent and its subsidiaries owns or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license use and otherwise exploit all of its material the intellectual property in the Parent Proprietary Assets. Except as set forth in Schedule 3.11(aPart 3.5(a) of the Parent Disclosure SchedulesSchedule, neither Parent nor any of its subsidiaries jointly owns with any other Person any Parent Proprietary Asset (i) that Parent or any of its subsidiaries purports to own and (ii) that is material to the business of Parent or its subsidiaries. Except as set forth in Part 3.5(a) of the Parent Disclosure Schedule, as of December 31, 1997 there is no Parent Contract pursuant to which Parent or any of its subsidiaries has granted any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license sublicense, commercially distribute or otherwise exploit any material Parent Proprietary Asset. (b) Parent and its Affiliates subsidiaries have taken commercially reasonable measures and precautions to protect and maintain the confidentiality confidentiality, secrecy and value of their respective the Parent Proprietary AssetsAssets (except Parent Proprietary Assets whose value would be unimpaired by public disclosure). To Parent’s Knowledge, no No current or former employee, officer, director, stockholder, employee, consultant or independent contractor has any right, claim or interest in or ownership right with respect to any Parent Proprietary Asset. (c) To the Knowledge of Parent: (i) All all patents, trademarks, service marks and copyrights that are material to the business registered with any Governmental Body and held by Parent or an Affiliate and its subsidiaries are valid, enforceable valid and subsisting; (ii) to Parent’s Knowledgeexcept as set forth in Part 3.5(c)(ii) of the Parent Disclosure Schedule, none of the Parent Proprietary Assets Assets, the use thereof in Parent's and no Proprietary Asset that is currently being developed its subsidiaries' business activities or the conduct of Parent's and its subsidiaries' business as presently conducted by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with and its subsidiaries infringes any Proprietary Asset owned or used by any other Person; and (iii) to Parent’s Knowledgeexcept as set forth in Part 3.5(c)(iii) of the Parent Disclosure Schedule, no other Person is infringinginfringing any Parent Proprietary Asset. (d) The Parent Proprietary Assets, misappropriating together with agreements for the license to Parent or making any unlawful of its subsidiaries of software generally available to the public, constitute all the material Proprietary Assets necessary to enable Parent and its subsidiaries to conduct their business in the manner in which such business is currently being conducted. Except as set forth in Part 3.5(a) of the Parent Disclosure Schedule, none of Parent or unauthorized use ofits subsidiaries has (i) licensed any of the Parent Proprietary Assets to any Person on an exclusive basis, and no or (ii) entered into any covenant not to compete or Contract limiting its ability (A) to exploit fully any material Parent Proprietary Asset owned or used by (B) to transact business in any other Person infringes market or conflicts with, geographical area or with any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person.

Proprietary Assets. (a) To the knowledge of Parent, Parent or an Affiliate and each Parent Subsidiary has good and valid title to all of its respective Parent Proprietary Assets, Assets free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit use all of its material Parent Proprietary Assets. Except as set forth in Schedule 3.11(a) of Neither Parent Disclosure Schedules, there nor any Parent Subsidiary is no Contract pursuant obligated to which make any payment to any Person other than for the use of any Parent or an Affiliate has any right (whether or not currently exercisable) Proprietary Asset. To the best knowledge of Parent, Parent and each Parent Subsidiary is free to use, modify, copy, distribute, sell, license or otherwise exploit any material each of the Parent Proprietary AssetAssets on an exclusive basis. Part 3.9 of the Parent Disclosure Schedule lists all patents held by and patent applications filed by Parent. Parent is the valid assignee or record and owner of each of such patents and patent applications and all of such patent applications are being actively prosecuted and none of such patents or patent applications have been abandoned. (b) Parent and its Affiliates have each Parent Subsidiary has taken reasonable measures and precautions necessary to protect and maintain the confidentiality and secrecy of their respective all Parent Proprietary Assets (except Parent Proprietary Assets whose value would be unimpaired by public disclosure) and otherwise to maintain and protect the value of all Parent Proprietary Assets. To Parent’s KnowledgeNeither Parent nor any Parent Subsidiary has disclosed or delivered or permitted to be disclosed or delivered to any Person, and no current Person (other than Parent or former employee, officer, director, stockholder, consultant a Parent Subsidiary) has access to or independent contractor has any right, claim or interest in or rights with respect to any Parent Proprietary Asset, in either case except pursuant to a valid non-disclosure agreement. (ic) All patents, trademarks, service marks and copyrights that are material to To the business and held by Parent or an Affiliate are valid, enforceable and subsisting; (ii) to knowledge of Parent’s Knowledge, none of the Parent Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates infringes or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to . To the knowledge of Parent’s Knowledge, neither Parent nor any Parent Subsidiary is infringing, misappropriating or making any unlawful use of, and neither Parent nor any Parent Subsidiary has at any time infringed, misappropriated or made any unlawful use of, or received any notice or other communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful use of, any Proprietary Asset owned or used by any other Person. To the knowledge of Parent, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Parent Proprietary Asset that is material Asset. (d) Parent Proprietary Assets constitute all the Proprietary Assets necessary to Parent’s or any Affiliate’s enable Parent and each Parent Subsidiary to conduct its business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate has received any notice or other communication (the manner in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person.which such

Proprietary Assets. (ai) Parent Section 4(p)(w) of the Disclosure Letter sets forth, with respect to each Proprietary Asset owned by NLASCO and its Subsidiaries and registered with any Governmental Authority or for which an Affiliate application has good been filed with any Governmental Authority, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. Section 4(p)(x) of the Disclosure Letter identifies and provides a brief description of all other Proprietary Assets owned by NLASCO and its Subsidiaries that are material to the businesses of NLASCO and its Subsidiaries. Section 4(p)(y) of the Disclosure Letter identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations in excess of $10,000 annually with respect to, each Proprietary Asset that is licensed or otherwise made available to NLASCO and its Subsidiaries by any Person (the “Licensed Assets”) and is material to the businesses of NLASCO and its Subsidiaries, and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to NLASCO and its Subsidiaries. NLASCO or its Subsidiaries have good, valid and marketable title to all of its respective the NLASCO Proprietary Assets other than Licensed Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that Liens. NLASCO or one or more of its Subsidiaries have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit all Licensed Assets and any rights thereunder will not be affected by the agreements and transactions contemplated hereby. Neither NLASCO nor any of its Subsidiaries has developed jointly with any other Person any NLASCO Proprietary Asset that is material Proprietary Assetsto the business of NLASCO and its Subsidiaries with respect to which such other Person has any rights. Except as set forth in Schedule 3.11(aSection 4(p)(w) of Parent the Disclosure SchedulesLetter, there is no Contract (with the exception of end user license agreements in the form previously delivered by NLASCO to Buyer) pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material NLASCO Proprietary Asset. (bii) Parent and its Affiliates have taken reasonable measures and precautions to protect and maintain the confidentiality of their respective Proprietary Assets. To Parent’s Knowledge, no No current or former employee, officer, director, stockholder, consultant or independent contractor of or to NLASCO and its Subsidiaries has any right, claim or interest in or with respect to any NLASCO Proprietary Asset. (iA) All patents, trademarks, service marks and copyrights that are material to the business and held by Parent or an Affiliate NLASCO and its Subsidiaries are valid, enforceable and subsisting; (iiB) to Parent’s Knowledge, none of the NLASCO Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate NLASCO and its Subsidiaries (either by itself alone or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iiiC) to Parent’s Knowledgenone of the products, no other Person is including the Company Forms, that are or have been designed, created, developed, assembled, manufactured or sold by NLASCO or its Subsidiaries are infringing, misappropriating or making any unlawful or unauthorized use of, and no of any Proprietary Asset owned or used by any other Person infringes Person; (D) NLASCO or conflicts withits Subsidiaries have all rights and licenses reasonably necessary in order to make, have made, use or sell these products to an unlimited number of parties; and none of such products has at any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has time infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person.;

Proprietary Assets. (ai) Parent NLC or an Affiliate has good its Subsidiaries have good, valid and valid marketable title to all of its respective the NLC Proprietary Assets other than Licensed Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that Liens. NLC or one or more of its Subsidiaries have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit all Licensed Assets and any rights thereunder will not be affected by the agreements contemplated hereby or the Transaction. Neither NLC nor any of its Subsidiaries has developed jointly with any other Person any NLC Proprietary Asset that is material Proprietary Assetsto the Business with respect to which such other Person has any rights. Except as set forth in Schedule 3.11(aSection 4(o)(i)(x) of Parent the Seller Disclosure SchedulesLetter, there is no Contract (with the exception of end user license agreements in the form previously made available by NLC to Buyer) pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material NLC Proprietary Asset. (bii) Parent and its Affiliates have taken reasonable measures and precautions to protect and maintain the confidentiality of their respective Proprietary Assets. To Parent’s Knowledge, no No current or former employee, officer, director, stockholder, consultant or independent contractor of or to NLC and its Subsidiaries has any right, claim or interest in or with respect to any NLC Proprietary Asset. (iA) All Proprietary Assets consisting of patents, trademarks, service marks and copyrights that are material to the business and held by Parent or an Affiliate are valid, enforceable and subsisting; (iiB) to Parent’s Knowledge, none of the NLC Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate NLC and its Subsidiaries (either by itself alone or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iiiC) none of the products, including the Company Forms, that are or have been designed, created, developed, assembled, manufactured or sold by NLC or its Subsidiaries are infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person; (D) NLC or its Subsidiaries have all rights and licenses reasonably necessary in order to make, have made, use or sell these products to an unlimited number of parties; and none of such products has at any time infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person; (E) NLC and its Subsidiaries have not received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use thereof, any Proprietary Asset owned or used by any other Person and (F) to ParentSeller’s Knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material NLC Proprietary Asset that is material to Parent’s or any Affiliate’s business and Asset. (iv) The NLC Proprietary Assets constitute all the Proprietary Assets necessary to enable NLC and its Subsidiaries to conduct the Business in each case to Parent’s Knowledge, neither Parent the manner in which it has been and is being conducted. Neither NLC nor any Affiliate of its Subsidiaries has infringed(i) licensed any of the material NLC Proprietary Assets to any Person on an exclusive basis, misappropriated or made (ii) entered into any unlawful covenant not to compete or unauthorized use of Contract limiting its ability (A) to exploit fully any material NLC Proprietary Asset owned Assets or used by (B) to transact business in any other Person, and neither Parent nor market or geographical area or with any Affiliate has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person.

Proprietary Assets. (a) Parent Real Media owns or an Affiliate has good and valid title to all of its respective Proprietary Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license use and otherwise exploit all of its material the intellectual property in the Real Media Proprietary Assets. Real Media does not jointly own with any other Person any Real Media Proprietary Asset (i) that Real Media purports to own and (ii) that is material to the business of Real Media or its subsidiaries. Except as set forth in Schedule 3.11(aSection 3.7(a) of Parent the Real Media Disclosure SchedulesSchedule, there is no Real Media Contract pursuant to which Real Media has granted any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to usesublicense, license commercially distribute or otherwise exploit any material Real Media Proprietary Asset. (b) Parent and its Affiliates have Real Media has taken commercially reasonable measures and precautions to protect and maintain the confidentiality confidentiality, secrecy and value of their respective the Real Media Proprietary AssetsAssets (except Real Media Proprietary Assets whose value would be unimpaired by public disclosure). To Parent’s Knowledge, no No current or former employee, officer, director, stockholder, employee, consultant or independent contractor has any right, claim or interest in or ownership right with respect to any Real Media Proprietary Asset. (c) To the knowledge of Real Media: (i) All all patents, trademarks, service marks and copyrights that are material to the business registered with any Governmental Body and held by Parent or an Affiliate Real Media are valid, enforceable valid and subsisting; (ii) to Parent’s Knowledge, none of the Real Media Proprietary Assets Assets, the use thereof in Real Media's and no Proprietary Asset that is currently being developed its subsidiaries' business activities or the conduct of Real Media's business as presently conducted by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with it infringes any Proprietary Asset owned or used by any other Person; and (iii) no person is infringing any Real Media Proprietary Asset. (d) The Real Media Proprietary Assets, together with agreements for the license to Parent’s KnowledgeReal Media of software generally available to the public, no other constitute all the material Proprietary Assets necessary to enable Real Media to conduct its business in the manner in which such business is currently being conducted. Except as set forth in Section 3.7(a) of the Real Media Disclosure Schedule, Real Media has not (i) licensed any of the Real Media Proprietary Assets to any Person is infringingon an exclusive basis, misappropriating or making (ii) entered into any unlawful covenant not to compete or unauthorized use of, and no Contract limiting its ability (A) to exploit fully any material Real Media Proprietary Asset owned or used by (B) to transact business in any other Person infringes market or conflicts with, geographical area or with any Proprietary Asset that is material to Parent’s or any Affiliate’s business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person.

Proprietary Assets. (a) Parent or an Affiliate has good and valid title to all of its respective Proprietary Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a3.6(a) of the Parent Disclosure SchedulesLetter sets forth as of the date of this Agreement (i) all U.S. and foreign patents, patent applications, registered trademarks, unregistered trademarks, trademark applications, copyright registrations and copyright applications, Internet domain names, computer software (other than third party software generally available for sale to the public) and fictitious name and assumed name registrations owned by any of the XXXX Corporations, (ii) all patent applications and other Proprietary Assets that are currently in the name of inventors or other Persons and for which a XXXX Corporation has the right to receive an assignment and (iii) all material third party licenses for Proprietary Assets to which a XXXX Corporation is the licensee party and which are not set forth on Schedule 3.7(a)(iii) of the Parent Disclosure Letter. Parent Each XXXX Corporation has good, valid and marketable title to, or an Affiliate has a valid right to use, license and or otherwise exploit exploit, all of its the material XXXX Corporation Proprietary AssetsAssets necessary for the conduct of such XXXX Corporation's business as presently conducted, free and clear of all Encumbrances. Except as set forth None of the XXXX Corporations has developed jointly with any other Person any material XXXX Corporation Proprietary Asset with respect to which such other Person has any rights. Other than Contracts entered into in Schedule 3.11(a) the ordinary course of Parent Disclosure Schedulesbusiness consistent with prior practice that are not, with respect to any individual Contract, material to the XXXX Corporations, there is no XXXX Corporation Contract pursuant to which any Person other than Parent or an Affiliate has any right (whether or not currently exercisable) to use, license or otherwise exploit any material XXXX Corporation Proprietary Asset. (b) Parent and its Affiliates have taken reasonable measures and precautions to protect and maintain Asset owned or exclusively licensed by any of the confidentiality of their respective Proprietary Assets. To Parent’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Proprietary AssetXXXX Corporations. (i) All patentsTo Parent's knowledge, trademarks, service marks and copyrights that are material to all XXXX Corporation Proprietary Assets owned by any of the business and held by Parent or an Affiliate XXXX Corporations are valid, enforceable enforceable, subsisting and subsistingin effect; (ii) to the Parent’s Knowledge, 's knowledge none of the XXXX Corporation Proprietary Assets and no Proprietary Asset that is currently being developed or reduced to practice or which is the subject of a current invention disclosure by Parent or an Affiliate any of the XXXX Corporations (either by itself or with any other Person) infringes, misappropriates or conflicts in any material respect with any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledge's knowledge, none of the products or services that is or has been designed, created, developed, assembled, performed, manufactured, sold, marketed or licensed by any of the XXXX Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and, to Parent's knowledge, none of such products or services has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and none of the XXXX Corporations has received any written notice or of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; (iv) to Parent's knowledge, the operation of the business of each XXXX Corporation as it currently is conducted does not, and will not when conducted following the Closing, infringe or misappropriate or make any unlawful or unauthorized use of any Proprietary Asset of any other Person; and (v) to Parent's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material XXXX Corporation Proprietary Asset that Asset. The XXXX Corporation Proprietary Assets constitute all the material Proprietary Assets necessary to enable each of the XXXX Corporations to conduct its business in the manner in which such business is material being conducted. None of the XXXX Corporations has entered into any covenant not to Parent’s compete or any Affiliate’s business and (iv) in each case Contract limiting its ability to Parent’s Knowledge, neither Parent nor exploit fully any Affiliate has infringed, misappropriated or made any unlawful or unauthorized use of any XXXX Corporation Proprietary Asset Assets owned or used licensed by such XXXX Corporation or to transact business in any market or geographical area or with any Person. (c) Each XXXX Corporation has taken all reasonable steps that are required to protect such XXXX Corporation's rights in confidential information and trade secrets of the XXXX Corporation or provided by any other PersonPerson to the XXXX Corporation. Without limiting the foregoing, each XXXX Corporation has, and neither Parent nor any Affiliate has received any notice or other communication (enforces, a policy requiring each employee, consultant and contractor to execute a proprietary information and confidentiality agreement, substantially in writing or otherwisethe forms previously made available to the Company and listed on Schedule 3.6(c) of any actualthe Parent Disclosure Letter, allegedand all current and former employees, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Personconsultants and contractors of such XXXX Corporation have executed such an agreement.

Proprietary Assets. (a) Parent Part 2.9 of the Disclosure Schedule identifies all Proprietary Assets owned by the Company ("Company Proprietary Assets"). No Proprietary Asset is licensed to the Company by any person or an Affiliate entity (except for any Proprietary Asset that is licensed to the Company under any third party software license generally available to the public at a cost of less than $10,000). The Company has good good, valid and valid marketable title to all of its respective the Company Proprietary Assets, Assets free and clear of all liens and other Encumbrances, except . The Company is not obligated to make any payment to any person or entity for (i) the use of any lien for current taxes Company Proprietary Asset. The Company has not yet due and payable, (ii) minor liens that have arisen in the ordinary course of business and that do not (individually developed jointly with any other person or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of Parent or Affiliate, or (iii) as set forth on Schedule 3.11(a) of the Parent Disclosure Schedules. Parent or an Affiliate has a valid right to use, license and otherwise exploit all of its material entity any Proprietary Assets. Except as set forth in Schedule 3.11(a) of Parent Disclosure Schedules, there is no Contract pursuant Asset with respect to which any Person such other than Parent person or an Affiliate entity has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Proprietary Assetrights. (b) Parent and its Affiliates have The Company has taken reasonable all measures and precautions as are consistent with prudent business practices to protect and maintain the confidentiality and secrecy of their respective all Company Proprietary Assets (except Company Proprietary Assets whose value would be unimpaired by public disclosure) and otherwise to maintain and protect the value of all Company Proprietary Assets. To Parent’s Knowledge, no current The Company has not disclosed or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect delivered to any person or entity or entity, or permitted the disclosure or delivery to any person or entity or entity of the source code, or any portion or aspect of the source code, of any Company Proprietary Asset. (ic) All patentsThe Company is not infringing, trademarksmisappropriating or making any unlawful use of, service marks and copyrights that are material to the business Company has not at any time infringed, misappropriated or made any unlawful use of and held by Parent or an Affiliate are valid, enforceable and subsisting; (ii) to Parent’s Knowledge, none of the Company Proprietary Assets and no Proprietary Asset that is currently being developed by Parent or an Affiliate (either by itself or with any other Person) infringes, misappropriates infringes or conflicts in any material respect with with, any Proprietary Asset owned or used by any other Person; (iii) to Parent’s Knowledgeperson or entity. To the best of the knowledge of the Company and the Company Shareholders, no other Person person or entity is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person person or entity infringes or conflicts with, any Company Proprietary Asset that Asset. (d) The Company Proprietary Assets constitute all the Proprietary Assets necessary to enable the Company to conduct its business in the manner in which such business has been and is material being conducted. The Company has not entered into any covenant not to Parent’s compete or Contract limiting its ability to exploit fully and freely any Affiliate’s of its Proprietary Assets or to transact business and (iv) in each case to Parent’s Knowledge, neither Parent nor any Affiliate has infringed, misappropriated market or made geographical area or with any unlawful person or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither Parent nor any Affiliate has received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Personentity.