Common use of Software and Other Information Technology Clause in Contracts

Software and Other Information Technology. (a) Except as would not be material to the Business or the Trayport Companies taken as a whole, (i) the Trayport Companies have implemented commercially reasonable measures designed to reasonably protect all Information Technology owned or held by any Trayport Company and used in the conduct of the Business from loss and unauthorized intrusion, access and modification and (ii) all Information Technology owned or held by any Trayport Company and used in the conduct of the Business is free from material defects and material deficiencies. (b) Except as would not be material to the Business or the Trayport Companies taken as a whole, the Software included in the Acquired Intellectual Property does not contain any undocumented code, disabling mechanism or protection feature designed to prevent its use, including any undocumented clock, timer, counter, computer virus, worm, software lock, drop dead device, Trojan-horse routine, trap door, back door (including capabilities that permit non-administrative users to gain unrestricted access or administrative rights to Software or that otherwise bypasses security or audit controls), time bomb or any other codes or instructions that may be used to access, modify, replicate, distort, delete, damage, or disable Owned Software or data, other software operating systems, computers or equipment with which the Software interacts. Except as would not be material to the Business or the Trayport Companies taken as a whole, in the past four (4) years, there has been no failure or other substandard performance of any Information Technology or Software which has caused any disruption to the Business or any Trayport Company. (c) No portion of any source code for any Software included within the Owned Intellectual Property (“Owned Software”) has currently been or is obligated to be delivered, licensed or made available to any escrow agent (other than in the Ordinary Course), and the consummation of the transactions contemplated by this Agreement will not provide any such escrow agent with the right to deliver, release or make available any source code included within the Owned Software to any Person. (d) Section 4.17(d) of the Seller Disclosure Letter sets forth a complete and accurate list of (i) all material Open Source Software used by any Trayport Company as of the date hereof in its products and (ii) the license agreement that governs such Person’s use of such Open Source Software. Except as would not be material to the Business or the Trayport Companies taken as a whole, no Trayport Company has used, modified or distributed any Open Source Software in its products or services in a manner that would impose a requirement as described in subparts (i) through (iii) under the definition of Open Source Software. No Owned Software is being or was developed pursuant to participation in any industry standards body or consortium.

Software and Other Information Technology. (a) Except as would not be material to the Business or the Trayport Companies taken as a whole, (i) the Trayport Companies have implemented commercially reasonable measures designed to reasonably protect all Information Technology owned or held by any Trayport Company and used in the conduct of the Business from loss and unauthorized intrusion, access and modification and (ii) all Information Technology owned or held by any Trayport Company and used in the conduct of the Business is free from material defects and material deficienciesmodification. (b) Except as would not be material to the Business or the Trayport Companies taken as a whole, the Software included in the Acquired Intellectual Property does not contain any undocumented code, disabling mechanism or protection feature designed to prevent its use, including any undocumented clock, timer, counter, computer virus, worm, software lock, drop dead device, Trojan-horse routine, trap door, back door (including capabilities that permit non-administrative users to gain unrestricted access or administrative rights to Software or that otherwise bypasses security or audit controls), time bomb or any other codes or instructions that may be used to access, modify, replicate, distort, delete, damage, or disable Owned Software or data, other software operating systems, computers or equipment with which the Software interacts. Except as would not be material to the Business or the Trayport Companies taken as a whole, in the past four (4) years, there has been no failure or other substandard performance of any Information Technology or Owned Software which has caused any disruption to the Business or any Trayport Company. (c) No Except as would not be material to the Business or the Trayport Companies taken as a whole, no portion of any source code for any Software included within the Owned Intellectual Property (“Owned Software”) has currently been or is obligated to be delivered, licensed or made available to any escrow agent (other than in the Ordinary Course), and the consummation of the transactions contemplated by this Agreement will not provide any such escrow agent with the right to deliver, release or make available any source code included within the Owned Software to any Person. (d) Section 4.17(d) of the Seller Sellers Disclosure Letter sets forth a complete and accurate list of (i) all material Open Source Software used by any Trayport Company as of the date hereof in its products and (ii) the license agreement that governs such Person’s use of such Open Source Software. Except as would not be material to the Business or the Trayport Companies taken as a whole, no Trayport Company has used, modified or distributed any Open Source Software in its products or services in a manner that would impose a requirement as described in subparts (i) through (iii) under the definition of Open Source Software. No Owned Software is being or was developed pursuant to participation in any industry standards body or consortium.

Software and Other Information Technology. (a) Except as would not be material to the Business or the Trayport NGX/Shorcan Companies taken as a whole, (i) the Trayport NGX/Shorcan Companies have implemented commercially reasonable measures designed to reasonably protect all Information Technology owned or held by any Trayport NGX/Shorcan Company and used in the conduct of the Business from loss and unauthorized intrusion, access and modification and (ii) all Information Technology owned or held by any Trayport NGX/Shorcan Company and used in the conduct of the Business is free from material defects and material deficiencies. (b) Except as would not be material to the Business or the Trayport NGX/Shorcan Companies taken as a whole, the Software included in the Acquired Intellectual Property does not contain any undocumented code, disabling mechanism or protection feature designed to prevent its use, including any undocumented clock, timer, counter, computer virus, worm, software lock, drop dead device, Trojan-horse routine, trap door, back door (including capabilities that permit non-administrative users to gain unrestricted access or administrative rights to Software or that otherwise bypasses security or audit controls), time bomb or any other codes or instructions that may be used to access, modify, replicate, distort, delete, damage, or disable Owned Software or data, other software operating systems, computers or equipment with which the Software interacts. Except as would not be material to the Business or the Trayport NGX/Shorcan Companies taken as a whole, in the past four (4) years, there has been no failure or other substandard performance of any Information Technology or Software which has caused any disruption to the Business or any Trayport NGX/Shorcan Company. (c) No portion of any source code for any Software included within the Owned Intellectual Property (“Owned Software”) has currently been or is obligated to be delivered, licensed or made available to any escrow agent (other than in the Ordinary Course), and the consummation of the transactions contemplated by this Agreement will not provide any such escrow agent with the right to deliver, release or make available any source code included within the Owned Software to any Person. (d) Section 4.17(d) of the Seller Sellers Disclosure Letter sets forth a complete and accurate list of (i) all material Open Source Software used by any Trayport NGX/Shorcan Company as of the date hereof in its products and (ii) the license agreement that governs such Person’s use of such Open Source Software. Except as would not be material to the Business or the Trayport NGX/Shorcan Companies taken as a whole, no Trayport NGX/Shorcan Company has used, modified or distributed any Open Source Software in its products or services in a manner that would impose a requirement as described in subparts (i) through (iii) under the definition of Open Source Software. No Owned Software is being or was developed pursuant to participation in any industry standards body or consortium.