Common use of Proprietary Assets Clause in Contracts

Proprietary Assets. “Proprietary Assets” shall mean all patents, patent applications, trademarks, service marks, trade names, domain names, copyrights, copyright registrations and applications and all other rights corresponding thereto, inventions, databases and all rights therein, all computer software including all source code, object code, firmware, development tools, files, records and data, including all media on which any of the foregoing is stored, formulas, designs, trade secrets, confidential and proprietary information, proprietary rights, know-how and processes of a company, and all documentation related to any of the foregoing. Details of all registered Proprietary Assets owned by or licensed to the Group Companies are set out in Section 4.13 of the Disclosure Schedule. Complete and accurate copies of all documentation by which the Group Companies acquired from any third party ownership of or right to use any of such Proprietary Assets are annexed to the Disclosure Schedule, and no material claim under any of such documentation has been made. Except as disclosed in the Disclosure Schedule, each Group Company (i) has independently developed and owns free and clear of all material claims, security interests, liens or other encumbrances, or (ii) has a valid right or license to use, all Proprietary Assets necessary and appropriate for its business as now conducted and without any conflict with or infringement of the rights of others. Except as disclosed in the Disclosure Schedule and those royalties or other payments paid in the Group Company’s ordinary course of business, no Group Company is obligated to pay any royalties or other payments to any person in respect of Proprietary Assets used by the Group Companies. No Group Company is, in any material respect, in breach of any Proprietary Assets license agreement or of any agreement under which any confidential business information was or is to be made available to it. The Proprietary Assets owned by and licensed to the Group Companies are sufficient for the Group Companies as a whole to carry on their business as currently conducted.

Proprietary Assets. “Proprietary Assets” shall mean all patents, patent applications, trademarks, service marks, trade names, domain names, copyrights, copyright registrations and applications and all other rights corresponding thereto, inventions, databases and all rights therein, all computer software including all source code, object code, firmware, development tools, files, records and data, including all media on which any of the foregoing is stored, formulas, designs, trade secrets, confidential and proprietary information, proprietary rights, know-how and processes of a company, and all documentation related to any of the foregoing. Details of all registered Proprietary Assets owned by or licensed to the Group Companies are set out in Section 4.13 of the Disclosure Schedule. Complete and accurate copies of all documentation by which the Group Companies acquired from any third party ownership of or right to use any of such Proprietary Assets are annexed to the Disclosure Schedule, and no material claim under any of such documentation has been made. Except as disclosed in the Disclosure Schedule, each Group Company (i) has independently developed and owns free and clear of all material claims, security interests, liens or other encumbrances, or (ii) has a valid right or license to use, all Proprietary Assets necessary and appropriate for its business as now conducted and without any conflict with or infringement of the rights of others. Except as disclosed in the Disclosure Schedule and those royalties or other payments paid in the Group Company’s ordinary course of business, no Group Company is obligated to pay any royalties or other payments to any person Person in respect of Proprietary Assets used by the Group Companies. No Group Company is, in any material respect, in breach of any Proprietary Assets license agreement or of any agreement under which any confidential business information was or is to be made available to it. The Proprietary Assets owned by and licensed to the Group Companies are sufficient for the Group Companies as a whole to carry on their business as currently conducted.

Proprietary Assets. “Proprietary Assets” shall mean all patents, patent applications, trademarks, service marks, trade names, domain names, copyrights, copyright registrations and applications and all other rights corresponding thereto, inventions, databases and all rights therein, all computer software including all source code, object code, firmware, development tools, files, records and data, including all media on which any (a) Section 3.10(a)(i) of the foregoing is storedCompany Disclosure Schedule sets forth, formulaswith respect to each Proprietary Asset of the Company registered with or issued by any Governmental Body or for which an application has been filed with any Governmental Body, designs, trade secrets, confidential and proprietary information, proprietary rights, know-how and processes (i) a brief description of a companysuch Proprietary Asset, and all documentation related to any (ii) the names of the foregoingjurisdictions covered by the applicable registration or application or in which the Proprietary Asset has been issued. Details Section 3.10(a)(ii) of all registered the Company Disclosure Schedule identifies and provides a brief description of each Proprietary Assets owned by or Asset licensed to the Group Companies Company by any Person (other than software licenses that are set out relating to unmodified commercial computer software that is generally available in Section 4.13 the ordinary course of business), and identifies the Disclosure Schedule. Complete and accurate copies of all documentation by license agreement under which the Group Companies acquired from any third party ownership of or right to use any of such Proprietary Assets are annexed Asset is being licensed to the Disclosure ScheduleCompany. The Company has good and marketable title to all Proprietary Assets used in or necessary for its business as currently conducted and as proposed to be conducted, and no material claim under any of such documentation has been made. Except as disclosed in the Disclosure Schedule, each Group Company (i) has independently developed and owns free and clear of all material claimsliens and other encumbrances, security interestsexcept for third party rights licensed to it, liens as to which the Company has a valid right to use such Proprietary Assets (all of 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 Asset. The Company has not developed jointly with any other Person any Proprietary Asset with respect to which such other Person has any rights or the Company has any obligations. (b) The Company has taken all measures required under all license agreements and all other reasonable and customary measures and precautions necessary to protect and maintain the confidentiality and secrecy of 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. (c) Except where such infringement, misappropriation or unlawful use, would not and could not reasonably be expected to be material in impact or amount, either individually or in the aggregate, the Company is not infringing, misappropriating or making any unlawful use of, and the Company has not at any time infringed, misappropriated or made any unlawful use of, any Proprietary Asset owned or used by any other Person. No claims or notices (in writing or otherwise) with respect to Proprietary Assets have been communicated to the Company: (i) to the 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 encumbrancesintellectual property right of a third party, or (ii) has a valid right challenging the ownership or license to use, all Proprietary Assets necessary and appropriate for its business as now conducted and without validity of any conflict with or infringement of the Company's rights of othersto or interest in such Proprietary Assets. Except as disclosed in The Company has received no notice to the Disclosure Schedule and those royalties effect that any patents or other payments paid in registered trademarks, service marks or registered copyrights held by the Group Company are invalid or not subsisting. To the Company’s ordinary course of business's knowledge, no Group Company other Person is obligated to pay infringing, misappropriating or making any royalties unlawful use of, and no Proprietary Asset owned or other payments to any person in respect of Proprietary Assets used by the Group Companies. No Group Company isany other Person infringes or conflicts with, in any material respect, in breach of any Proprietary Assets license agreement Asset used in or pertaining to the business of any agreement under which any confidential business information was or is to be made available to it. 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, each of whom is identified in Section 3.10(e) of the Company Disclosure Schedule, have executed and delivered to the Group Companies Company an agreement (containing no exceptions to or exclusions from the scope of its coverage relevant to the Company's business) that is substantially identical to the form non-disclosure agreement for employees previously delivered or made available to the Purchasers, 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 (containing no exceptions to or exclusions from the scope of its coverage relevant to the Company's business), the material provisions of which are sufficient in substance at least as protective to the Company as the terms of the non-disclosure agreement for employees previously delivered or made available to the Group Companies as a whole to carry on their business as currently conductedPurchasers.

Proprietary Assets. “Proprietary Assets” shall mean all patents, patent applications, trademarks, service marks, trade names, domain names, copyrights, copyright registrations and applications and all other rights corresponding thereto, inventions, databases and all rights therein, all computer software including all source code, object code, firmware, development tools, files, records and data, including all media on which any (a) Section 3.10(a)(i) of the foregoing is storedCompany Disclosure Schedule sets forth, formulaswith respect to each Proprietary Asset of the Company registered with or issued by any Governmental Body or for which an application has been filed with any Governmental Body, designs, trade secrets, confidential and proprietary information, proprietary rights, know-how and processes (i) a brief description of a companysuch Proprietary Asset, and all documentation related to any (ii) the names of the foregoingjurisdictions covered by the applicable registration or application or in which the Proprietary Asset has been issued. Details Section 3.10(a)(ii) of all registered the Company Disclosure Schedule identifies and provides a brief description of each Proprietary Assets owned by or Asset licensed to the Group Companies Company by any Person (other than software licenses that are set out relating to unmodified commercial computer software that is generally available in Section 4.13 the ordinary course of business), and identifies the Disclosure Schedule. Complete and accurate copies of all documentation by license agreement under which the Group Companies acquired from any third party ownership of or right to use any of such Proprietary Assets are annexed Asset is being licensed to the Disclosure ScheduleCompany. The Company has good and marketable title to all Proprietary Assets used in or necessary for its business as currently conducted and as proposed to be conducted, and no material claim under any of such documentation has been made. Except as disclosed in the Disclosure Schedule, each Group Company (i) has independently developed and owns free and clear of all material claimsliens and other encumbrances, security interestsexcept for third party rights licensed to it, liens as to which the Company has a valid right to use such Proprietary Assets (all of 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 Asset. The Company has not developed jointly with any other Person any Proprietary Asset with respect to which such other Person has any rights or the Company has any obligations. (b) The Company has taken all measures required under the License Agreement and all other reasonable and customary measures and precautions necessary to protect and maintain the confidentiality and secrecy of 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. (c) Except where such infringement, misappropriation or unlawful use, would not and could not reasonably be expected to be material in impact or amount, either individually or in the aggregate, the Company is not infringing, misappropriating or making any unlawful use of, and the Company has not at any time infringed, misappropriated or made any unlawful use of, any Proprietary Asset owned or used by any other Person. No claims or notices (in writing or otherwise) with respect to Proprietary Assets have been communicated to the Company: (i) to the 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 encumbrancesintellectual property right of a third party, or (ii) has a valid right challenging the ownership or license to use, all Proprietary Assets necessary and appropriate for its business as now conducted and without validity of any conflict with or infringement of the Company's rights of othersto or interest in such Proprietary Assets. Except as disclosed 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 Disclosure Schedule and those royalties or other payments paid in aggregate, a Material Adverse Effect on the Group Company’s ordinary course of business. To the Company's knowledge, no Group Company other Person is obligated to pay infringing, misappropriating or making any royalties unlawful use of, and no Proprietary Asset owned or other payments to any person in respect of Proprietary Assets used by the Group Companies. No Group Company isany other Person infringes or conflicts with, in any material respect, in breach of any Proprietary Assets license agreement Asset used in or pertaining to the business of any agreement under which any confidential business information was or is to be made available to it. 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 Group Companies Company an agreement (containing no exceptions to or exclusions from the scope of its coverage relevant to the Company's business) that is substantially identical to the form of the Employee Agreement previously delivered to the Purchasers, 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 (containing no exceptions to or exclusions from the scope of its coverage relevant to the Company's business), the material provisions of which are sufficient for in substance as protective to the Group Companies Company as a whole the terms of the form of Employee Agreement previously delivered to carry on their business as currently conductedthe Purchasers.

Proprietary Assets. “Proprietary Assets” shall mean (a) Section 4.11(a) of the Disclosure Schedule sets forth a true, correct, and complete list of all patents, patent applications, trademarks and service marks, trademark and service xxxx applications and registrations, trade names, copyright registrations, and licenses currently owned or used by the Company or its Subsidiaries or necessary for the conduct of their businesses as currently conducted, as well as any Contract under which the Company or its Subsidiaries has access to any intellectual property used by the Company or its Subsidiaries (the “Proprietary Assets”). The Company owns, or has the right to use (without additional license fees or royalties except as set forth in Section 4.11(a) of the Disclosure Schedule) under the Contracts or upon the terms described in Section 4.11(a) of the Disclosure Schedule, all of the Proprietary Assets and has used its commercially reasonable efforts to protect the Proprietary Assets. Except as set forth in Section 4.11(a) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is bound by or a party to any Contract of any kind with respect to the Intellectual Property Rights of any other Person. The business as currently conducted by the Company and its Subsidiaries does not cause the Company or its Subsidiaries to infringe or violate any of the patents, trademarks, service marks, trade names, domain names, copyrights, copyright registrations and applications and all other rights corresponding theretomask-works, inventions, databases and all rights therein, all computer software including all source code, object code, firmware, development tools, files, records and data, including all media on which any of the foregoing is stored, formulas, designslicenses, trade secrets, confidential and proprietary informationprocesses, proprietary rightsdata, know-how and processes how, or other intellectual property rights (“Intellectual Property Rights”) of a company, and all documentation related to any other Person. Neither the Company nor its Subsidiaries has received any written notice that their businesses or their use of the foregoing. Details of all registered Proprietary Assets is infringing the Intellectual Property Rights of any other Person. (b) No manager or officer of the Company or its Subsidiaries owns any rights in any Intellectual Property Rights directly or indirectly competitive with those owned (or purported to be owned) by the Company or licensed its Subsidiaries or derived by such Person from or in connection with the conduct of the Company’s or its Subsidiaries’ business. It is not necessary to use any inventions or works of authorship of any employees of the Group Companies are Company or its Subsidiaries (or persons the Company or its Subsidiaries currently intend to hire) made outside of their employment by the Company or its Subsidiaries. Except as set out forth in Section 4.13 4.11(b)(i) of the Disclosure Schedule. Complete , the Company has obtained from all of the officers of the Company and accurate copies its Subsidiaries and all of all documentation by which the Group Companies acquired from any third party ownership developers of or right to use any of such the Proprietary Assets that are annexed owned by the Company or its Subsidiaries assignments to all inventions developed or conceived by such Persons during their association or within the scope of their employment, respectively, with the Company or its Subsidiaries and relating to their businesses. Except as set forth in Section 4.11(b)(ii) of the Disclosure Schedule, the Company has not granted rights to manufacture, produce, assemble, license, market, or sell its products to any other Person and no material claim under is not bound by any Contract that may impair the Company’s rights to develop, manufacture, assemble, distribute, market, or sell its products. (c) To the Company’s Knowledge, neither the Company nor any of such documentation its Subsidiaries has been made. Except as disclosed in the Disclosure Scheduleviolated or infringed, each Group Company (i) has independently developed and owns free and clear of all material claimsis currently not violating or infringing, security interests, liens or other encumbrances, or (ii) has a valid right or license to use, all Proprietary Assets necessary and appropriate for its business as now conducted and without any conflict with or infringement of the rights of others. Except as disclosed in the Disclosure Schedule and those royalties or other payments paid in the Group Company’s ordinary course of business, no Group Company is obligated to pay any royalties or other payments to any person in respect of Proprietary Assets used by the Group Companies. No Group Company is, in any material respect, in breach Intellectual Property Rights of any Proprietary Assets license agreement or of any agreement under which any confidential business information was or is to be made available to it. The Proprietary Assets owned by and licensed to the Group Companies are sufficient for the Group Companies as a whole to carry on their business as currently conductedother Person.

Proprietary Assets. “(a) The Company has good and valid title to, or has sufficient licenses to use, all Company Proprietary Assets free and clear of all liens and other Encumbrances, and has a valid right to use all Company Proprietary Assets” shall mean . Part 3.9 of the Company Disclosure Schedule contains a complete and accurate list of all patents, patent applications, trademarkstrademarks (registered or unregistered), service markstrademark applications, trade names, domain names, copyrights, copyright registrations registered copyrights owned and applications and all other rights corresponding thereto, inventions, databases and all rights therein, all computer software including all source code, object code, firmware, development tools, files, records and data, including all media licenses held by the Company. The Company is not obligated to make any payment to any Person for the use of any Company Proprietary Asset. Except as set forth on which any Part 3.9 of the foregoing is stored, formulas, designs, trade secrets, confidential and proprietary information, proprietary rights, know-how and processes of a company, and all documentation related to any of the foregoing. Details of all registered Proprietary Assets owned by or licensed to the Group Companies are set out in Section 4.13 of the Disclosure Schedule. Complete and accurate copies of all documentation by which the Group Companies acquired from any third party ownership of or right to use any of such Proprietary Assets are annexed to the Company Disclosure Schedule, and no material claim under any to the knowledge of such documentation has been made. Except as disclosed in the Disclosure ScheduleCompany, each Group the Company (i) has independently developed and owns is free and clear of all material claims, security interests, liens or other encumbrances, or (ii) has a valid right or license to use, all modify, copy, distribute, sell, license or otherwise exploit on an exclusive basis each of the Company Proprietary Assets necessary that is owned by the Company and appropriate for its business as now conducted and without any conflict with or infringement is able to use each of the rights of others. Except as disclosed in the Disclosure Schedule and those royalties or other payments paid in the Group Company’s ordinary course of business, no Group Company is obligated to pay any royalties or other payments to any person in respect of Proprietary Assets used that is licensed by the Group Companies. No Group Company. (b) The Company is, has taken reasonable measures and precautions necessary to protect and maintain the confidentiality and secrecy of all Company Proprietary Assets (except Company Proprietary Assets whose value would not be impaired by public disclosure in any material respect) and otherwise to maintain and protect the value of all Company Proprietary Assets. (c) To the knowledge of the Company, in breach none of the Company Proprietary Assets infringes or conflicts with any Proprietary Asset owned or used by any other Person. To the knowledge of the Company, 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 knowledge of the Company, no other Person is infringing, misappropriating or making any unlawful use of, and to the knowledge of the Company, no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Company Proprietary Asset. (d) To the knowledge of the Company, the Company Proprietary Assets license agreement or of any agreement under constitute all the Proprietary Assets necessary to enable the Company to conduct its business in the manner in which any confidential such business information was or is to be made available to ithas been conducted. The Company has not licensed any of the Company Proprietary Assets owned by to any Person on an exclusive basis and licensed the Company has not entered into any covenant not to the Group Companies are sufficient for the Group Companies as a whole compete or Contract limiting its ability to carry on their exploit fully any of its Proprietary Assets or to transact business as currently conductedin any market or geographical area or with any Person.

Proprietary Assets. “Proprietary Assets” shall mean all patents, patent applications, trademarks, service marks, trade names, domain names, copyrights, copyright registrations and applications and all other rights corresponding thereto, inventions, databases and all rights therein, all computer software including all source code, object code, firmware, development tools, files, records and data, including all media on which any (a) Section 3.10(a)(i) of the foregoing is storedCompany Disclosure Schedule sets forth, formulaswith respect to each Proprietary Asset of the Company registered with or issued by any Governmental Body or for which an application has been filed with any Governmental Body, designs, trade secrets, confidential and proprietary information, proprietary rights, know-how and processes (i) a brief description of a companysuch Proprietary Asset, and all documentation related to any (ii) the names of the foregoingjurisdictions covered by the applicable registration or application or in which the Proprietary Asset has been issued. Details Section 3.10(a)(ii) of all registered the Company Disclosure Schedule identifies and provides a brief description of each Proprietary Assets owned by or Asset licensed to the Group Companies Company by any Person (other than software licenses that are set out relating to unmodified commercial computer software that is generally available in Section 4.13 the ordinary course of business), and identifies the Disclosure Schedule. Complete and accurate copies of all documentation by license agreement under which the Group Companies acquired from any third party ownership of or right to use any of such Proprietary Assets are annexed Asset is being licensed to the Disclosure ScheduleCompany. The Company has good and marketable title to all material Proprietary Assets used in or necessary for its business as currently conducted and as proposed to be conducted, and no material claim under any of such documentation has been made. Except as disclosed in the Disclosure Schedule, each Group Company (i) has independently developed and owns free and clear of all material claimsliens and other encumbrances, security interestsexcept for third party rights licensed to it, liens as to which the Company has a valid right to use such Proprietary Assets (all of 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 Asset. The Company has not developed jointly with any other Person any Proprietary Asset with respect to which such other Person has any rights or the Company has any obligations. (b) The Company has taken all reasonable measures and precautions necessary to protect and maintain the confidentiality and secrecy of 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. (c) Except where such infringement, misappropriation or unlawful use, would not and could not reasonably be expected to be material in impact or amount, either individually or in the aggregate, the Company is not infringing, misappropriating or making any unlawful use of, and the Company has not at any time, infringed, misappropriated or made any unlawful use of, any Proprietary Asset owned or used by any other Person. No claims or notices (in writing or otherwise) with respect to Proprietary Assets have been communicated to the Company: (i) to the 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 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 encumbrancesintellectual 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 valid Material Adverse Effect on the Company. To the Company's knowledge, 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 Proprietary Asset used in or pertaining to the business of the Company. (d) The Company owns or has the right or to use by license to use, all Proprietary Assets necessary and appropriate for necessary, in the Company's reasonable judgment, to enable the Company to conduct its business as now conducted and without any conflict with or infringement of the rights of others. Except as disclosed in the Disclosure Schedule manner in which such business has been and those royalties or other payments paid in the Group Company’s ordinary course is being conducted. The Company has not licensed any of business, no Group Company is obligated to pay any royalties or other payments its Proprietary Assets to any person in respect 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 used by the Group Companies. No Group Company is, or to transact business in any material respect, in breach of market or geographical area or with any Proprietary Assets license agreement or of any agreement under which any confidential business information was or is to be made available to it. The Proprietary Assets owned by and licensed to the Group Companies are sufficient for the Group Companies as a whole to carry on their business as currently conductedPerson.

Proprietary Assets. “Proprietary Assets” shall mean all patents, patent applications, trademarks, service marks, trade names, domain names, copyrights, copyright registrations and applications and all other rights corresponding thereto, inventions, databases and all rights therein, all computer software including all source code, object code, firmware, development tools, files, records and data, including all media on which any (a) Section 3.10(a)(i) of the foregoing is storedCompany Disclosure Schedule sets forth, formulaswith respect to each Proprietary Asset of the Company registered with or issued by any Governmental Body or for which an application has been filed with any Governmental Body, designs, trade secrets, confidential and proprietary information, proprietary rights, know-how and processes (i) a brief description of a companysuch Proprietary Asset, and all documentation related to any (ii) the names of the foregoingjurisdictions covered by the applicable registration or application or in which the Proprietary Asset has been issued. Details Section 3.10(a)(ii) of all registered the Company Disclosure Schedule identifies and provides a brief description of each Proprietary Assets owned by or Asset licensed to the Group Companies Company by any Person (other than software licenses that are set out relating to unmodified commercial computer software that is generally available in Section 4.13 the ordinary course of business), and identifies the Disclosure Schedule. Complete and accurate copies of all documentation by license agreement under which the Group Companies acquired from any third party ownership of or right to use any of such Proprietary Assets are annexed Asset is being licensed to the Disclosure ScheduleCompany. The Company has good and marketable title to all Proprietary Assets used in or necessary for its business as currently conducted and as proposed to be conducted, and no material claim under any of such documentation has been made. Except as disclosed in the Disclosure Schedule, each Group Company (i) has independently developed and owns free and clear of all material claimsliens and other encumbrances, security interestsexcept for third party rights licensed to it, liens as to which the Company has a valid right to use such Proprietary Assets (all of 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 Asset. The Company has not developed jointly with any other Person any Proprietary Asset with respect to which such other Person has any rights or the Company has any obligations. (b) The Company has taken all measures required under its agreements with OMX Technology AB and all other reasonable and customary measures and precautions necessary to protect and maintain the confidentiality and secrecy of 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. (c) Except where such infringement, misappropriation or unlawful use, would not and could not reasonably be expected to be material in impact or amount, either individually or in the aggregate, the Company is not infringing, misappropriating or making any unlawful use of, and the Company has not at any time infringed, misappropriated or made any unlawful use of, any Proprietary Asset owned or used by any other Person. No claims or notices (in writing or otherwise) with respect to Proprietary Assets have been communicated to the Company: (i) to the 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 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 encumbrancesintellectual property right of a third party, or (ii) has a valid right challenging the ownership or license to use, all Proprietary Assets necessary and appropriate for its business as now conducted and without validity of any conflict with or infringement of the Company’s rights of othersto or interest in such Proprietary Assets. Except as disclosed 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 Disclosure Schedule and those royalties or other payments paid in aggregate, a Material Adverse Effect on the Group Company. To the Company’s ordinary course of businessknowledge, no Group Company other Person is obligated to pay infringing, misappropriating or making any royalties unlawful use of, and no Proprietary Asset owned or other payments to any person in respect of Proprietary Assets used by the Group Companies. No Group Company isany other Person infringes or conflicts with, in any material respect, in breach of any Proprietary Assets license agreement Asset used in or pertaining to the business of any agreement under which any confidential business information was or is to be made available to it. 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 employees of the Company have executed and delivered to the Group Companies Company an agreement (containing no exceptions to or exclusions from the scope of its coverage relevant to the Company’s business) that is substantially identical to the form of the employee agreement previously delivered to the Purchaser, 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 (containing no exceptions to or exclusions from the scope of its coverage relevant to the Company’s business), the material provisions of which are sufficient for consistent with the Group Companies as a whole to carry on their business as currently conductedrepresentations and warranties set forth herein.

Proprietary Assets. “Proprietary Assets” shall mean all patents, patent applications, trademarks, service marks, trade names, domain names, copyrights, copyright registrations and applications and all other rights corresponding thereto, inventions, databases and all rights therein, all computer software including all source code, object code, firmware, development tools, files, records and data, including all media on which any (a) Section 3.10(a)(i) of the foregoing is storedCompany Disclosure Schedule sets forth, formulaswith respect to each Proprietary Asset of the Company registered with or issued by any Governmental Body or for which an application has been filed with any Governmental Body, designs, trade secrets, confidential and proprietary information, proprietary rights, know-how and processes (i) a brief description of a companysuch Proprietary Asset, and all documentation related to any (ii) the names of the foregoingjurisdictions covered by the applicable registration or application or in which the Proprietary Asset has been issued. Details Section 3.10(a)(ii) of all registered the Company Disclosure Schedule identifies and provides a brief description of each Proprietary Assets owned by or Asset licensed to the Group Companies Company by any Person (other than software licenses that are set out relating to unmodified commercial computer software that is generally available in Section 4.13 the ordinary course of business), and identifies the Disclosure Schedule. Complete and accurate copies of all documentation by license agreement under which the Group Companies acquired from any third party ownership of or right to use any of such Proprietary Assets are annexed Asset is being licensed to the Disclosure ScheduleCompany. The Company has good and marketable title to all Proprietary Assets used in or necessary for its business as currently conducted and as proposed to be conducted, and no material claim under any of such documentation has been made. Except as disclosed in the Disclosure Schedule, each Group Company (i) has independently developed and owns free and clear of all material claimsliens and other encumbrances, security interestsexcept for third party rights licensed to it, liens as to which the Company has a valid right to use such Proprietary Assets (all of 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 Asset. The Company has not developed jointly with any other Person any Proprietary Asset with respect to which such other Person has any rights or the Company has any obligations. (b) The Company has taken all measures required under the License Agreement and all other reasonable and customary measures and precautions necessary to protect and maintain the confidentiality and secrecy of 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. (c) Except where such infringement, misappropriation or unlawful use, would not and could not reasonably be expected to be material in impact or amount, either individually or in the aggregate, the Company is not infringing, misappropriating or making any unlawful use of, and the Company has not at any time infringed, misappropriated or made any unlawful use of, any Proprietary Asset owned or used by any other Person. No claims or notices (in writing or otherwise) with respect to Proprietary Assets have been communicated to the Company: (i) to the 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 encumbrancesintellectual property right of a third party, or (ii) has a valid right challenging the ownership or license to use, all Proprietary Assets necessary and appropriate for its business as now conducted and without validity of any conflict with or infringement of the Company's rights of othersto or interest in such Proprietary Assets. Except as disclosed 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 Disclosure Schedule and those royalties or other payments paid in aggregate, a Material Adverse Effect on the Group Company’s ordinary course of business. To the Company's knowledge, no Group Company other Person is obligated to pay infringing, misappropriating or making any royalties unlawful use of, and no Proprietary Asset owned or other payments to any person in respect of Proprietary Assets used by the Group Companies. No Group Company isany other Person infringes or conflicts with, in any material respect, in breach of any Proprietary Assets license agreement Asset used in or pertaining to the business of any agreement under which any confidential business information was or is to be made available to it. 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 Group Companies Company an agreement (containing no exceptions to or exclusions from the scope of its coverage relevant to the Company's business) that is substantially identical to the form of the Employee Agreement previously delivered to the Purchasers, 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 (containing no exceptions to or exclusions from the scope of its coverage relevant to the Company's business), the material provisions of which are sufficient for in substance as protective to the Group Companies Company as a whole the terms of the form of Employee Agreement previously delivered to carry on their business as currently conductedthe Purchasers.