Common use of Software and Other Intangibles Clause in Contracts

Software and Other Intangibles. (i) Part 4.20(i) of the Parent’s Disclosure Schedule contains an accurate and complete list and description of (1) Company Owned Software and (2) material Software (other than Company Owned Software) which is licensed, marketed, supported, maintained or used by an Acquired Company (“Company Embedded Software”) (collectively referred to as “Company Intangibles”). (ii) The Acquired Companies have good and valid title to, and has the full right to use, all of the Company Owned Software and the full right to use all of the Embedded Software, in each case free and clear of any Encumbrance. No rights of any third party are necessary to market, license, sell, modify, update and/or create derivative works for the Company Owned Software. (iii) No third party has any ownership rights or ownership interests in any customizations, modifications, enhancements or other similar changes to the Company Owned Software, whether made by an Acquired Company or a third party. All derivative works based upon the Company Owned Software are solely owned by an Acquired Company. (iv) All of the Company Owned Software was created as “works made for hire” by regular full time employees of Acquired Company. To the extent that any author or developer of Acquired Company was not a regular, full-time employee of Acquired Company at the time such Person contributed to any Company Owned Software, such author or developer has irrevocably assigned to Acquired Company in writing all copyrights and other proprietary rights in such Person’s work with respect to such Company Owned Software. (v) No Acquired Company has disclosed or delivered to any escrow agent or to any other Person, or permitted the disclosure to any escrow agent or to any other Person of, the source code (or any aspect or portion thereof) for or relating to any past, present or future product of Acquired Company). (vi) Except with respect to demonstration or trial copies, no portion of any Company Owned Software and, to the Knowledge of Parent, any other Company Intangibles 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 to disable or erase Software, hardware, or data without the consent of the user.

Software and Other Intangibles. (i) Part 4.20(i5.20(i) of the ParentBuyer’s Disclosure Schedule contains an accurate and complete list and description of (1) Company Buyer Owned Software and (2) material Software (other than Company Buyer Owned Software) which is licensed, marketed, supported, maintained or used by an Acquired Company Buyer or any Buyer Subsidiary (“Company Buyer Embedded Software”) (collectively referred to as “Company Buyer Intangibles”). (ii) The Acquired Companies Buyer and the Buyer Subsidiaries have good and valid title to, and has the full right to use, all of the Company Buyer Owned Software and the full right to use all of the Buyer Embedded Software, in each case free and clear of any Encumbrance. No rights of any third party are necessary to market, license, sell, modify, update and/or create derivative works for the Company Buyer Owned Software. (iii) No third party has any ownership rights or ownership interests in any customizations, modifications, enhancements or other similar changes to the Company Buyer Owned Software, whether made by an Acquired Company Buyer, one or more Buyer Subsidiaries, or a third party. All derivative works based upon the Company Buyer Owned Software are solely owned by an Acquired CompanyBuyer or any Buyer Subsidiary. (iv) All of the Company Buyer Owned Software was created as “works made for hire” by regular full time employees of Acquired CompanyBuyer or any Buyer Subsidiary. To the extent that any author or developer of Acquired Company Buyer or any Buyer Subsidiary was not a regular, full-time employee of Acquired Company Buyer or a Buyer Subsidiary at the time such Person contributed to any Company Buyer Owned Software, such author or developer has irrevocably assigned to Acquired Company Buyer or any Buyer Subsidiary in writing all copyrights and other proprietary rights in such Person’s work with respect to such Company Buyer Owned Software. (v) No Acquired Company Buyer or Buyer Subsidiary has disclosed or delivered to any escrow agent or to any other Person, or permitted the disclosure to any escrow agent or to any other Person of, the source code (or any aspect or portion thereof) for or relating to any past, present or future product of Acquired Company)Buyer or any Buyer Subsidiary. (vi) Except with respect to demonstration or trial copies, no portion of any Company Buyer Owned Software and, to the Knowledge of ParentBuyer, any other Company Buyer Intangibles 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 to disable or erase Software, hardware, or data without the consent of the user.

Software and Other Intangibles. (ia) Part 4.20(iSCHEDULE 3.14(a) of the Parent’s Disclosure Schedule contains an accurate and complete list and description of all Software owned, licensed, maintained, used or under development by one or more of the Acquired Companies, Seller or LPTI, itemized by company, and, in the case of Software owned, purported to be owned, developed or under development by an Acquired Company, Seller or LPTI (1"Owned Seller Software"), a detailed product description, the language in which it is written, and the type of operating platform(s) on which it runs. Except as set forth in the foregoing list, no other Software is used in the operations of any of the Acquired Companies Business. All Software marketed by the Acquired Companies is and has been marketed by them in a permissible manner and none of them is marketing or has marketed any Software that they do not own or otherwise have the right and authority to market. Except as set forth on SCHEDULE 3.14(a) and software licensed by unaffiliated third parties to both an Acquired Company Owned Software and another LP Group Company or its affiliates, no LP Group Company or its affiliates, other than the Acquired Companies, Seller and LPTI, owns or licenses any Software, licensed, maintained, used or under development by one or more of the Acquired Companies. (2b) material Software SCHEDULE 3.14(b) contains an accurate and complete list and description of all Intellectual Property Rights owned, licensed, used or under development by one or more of the Acquired Companies, Seller or LPTI, itemized by company. Except as set forth in the foregoing list, no other Intellectual Property Rights (other than Company Owned Softwaretrade-secrets and know-how) which is licensed, marketed, supported, maintained or are used in the operations of any of the Acquired Companies Business. Except as set forth on SCHEDULE 3.14(a) and intellectual property rights licensed by unaffiliated third parties to both an Acquired Company (“and another LP Group Company Embedded Software”) (collectively referred to as “or its affiliates, no LP Group Company Intangibles”)or its affiliates, other than the Acquired Companies, Seller and LPTI, owns or licenses any Intellectual Property Rights that are licensed, used or under development by one or more of the Acquired Companies. (iic) The Acquired Companies have Except as set forth on SCHEDULE 3.14(c) or SCHEDULE 3.14(f), each of LPAS, Seller and LPTI has good and valid indefeasible title to, and has the full right to use, all of the Company Owned Software and LPAS Intellectual Property owned, purported to be owned, developed or under development by it. LP Securities has good and indefeasible title to, and the full right to use use, all of the Embedded SoftwareSoftware and LP Securities Intellectual Property owned, purported to be owned, developed or under development by it, and LPA Insurance has good and indefeasible title to, and the full right to use, all of the Software and LPA Insurance Intellectual Property owned, purported to be owned, developed or under development by it, in each case case, free and clear of any EncumbranceEncumbrance (except Encumbrances of the Bank of Scotland to be released at Closing). No Except as set forth on SCHEDULE 3.14(c), no rights of any third party are necessary to market, license, sell, modify, update update, and/or create derivative works for the Company Acquired Companies Intellectual Property owned, purported to be owned, developed or under development by any of the Acquired Companies, LPTI or Seller ("Owned Seller Intellectual Property") or the Owned Seller Software. (iii) No third party has any ownership rights or ownership interests in any customizations, modifications, enhancements or other similar changes to the Company Owned Software, whether made by an Acquired Company or a third party. All derivative works based upon the Company Owned Software are solely owned by an Acquired Company. (ivd) All of the Company Owned Seller Software and the Owned Seller Intellectual Property was created as “works made a work for hire” hire (as defined under U.S. copyright law) by regular full time employees of Acquired Company. To the extent that any author LPTI, Seller or developer of an Acquired Company was not a regular, full-time employee of Acquired Company at the time such Person contributed to any Company Owned Software, such author or developer has by authors or developers who have irrevocably assigned to an Acquired Company in writing all copyrights and other proprietary rights in such Person’s their work with respect to such Company Owned SoftwareSeller Software and Owned Seller Intellectual Property. (ve) With respect to the Software listed on SCHEDULE 3.14(a) which is Owned Seller Software: (i) the most current releases or versions of such Software operate in accordance with the descriptions for such Software set forth in SCHEDULE 3.14(a), and except for software bugs which are fixed in support of such Software in the ordinary course of the Acquired Companies Business, without material operating defects; (ii) the Acquired Companies maintain machine-readable master-reproducible copies, source code listings, technical documentation and help screens for the most current releases or versions thereof and for all earlier releases or versions thereof currently being supported by them; (iii) in each case, the machine-readable copy substantially conforms to the corresponding source code listing; and (iv) it can be maintained and modified by reasonably competent programmers familiar with its language, hardware and operating systems. (f) Except as set forth on SCHEDULE 3.14 (f), none of the respective past or current uses of the Owned Seller Software or Owned Seller Intellectual Property, including the preparation, distribution, marketing or licensing thereof, has violated or infringed upon, or is violating or infringing upon, any Software, technology, patent, trademark, copyright or, to the best of Seller's and Parent's knowledge, trade secret or other Intellectual Property Right of any Person. None of the Owned Seller Software or Owned Seller Intellectual Property is subject to any Judgment. No Proceeding is pending, or to the best of Seller's and Parent's knowledge, threatened, nor has any written claim or demand or, to the best of Seller's and Parent's knowledge any other type of claim or demand, been made, which challenges or challenged the legality, validity, enforceability, use or exclusive ownership by Seller, LPTI or any of the Acquired Company Companies of any of the Owned Seller Software or the Owned Seller Intellectual Property. To the best of Seller's or Parent's knowledge, no Person is violating or infringing upon, or has, since January 1, 1999, violated or infringed upon any of the Owned Seller Software or Owned Seller Intellectual Property. (g) None of the LP Group Companies has received any written notice directed specifically to one or more of the LP Group Companies or its affiliates that any of the respective past or current uses of the Software licensed to an Acquired Company, Seller or LPTI ("Licensed Seller Software") or Intellectual Property Rights licensed to an Acquired Company, Seller or LPTI ("Licensed Seller Intellectual Property"), including the preparation, distribution, marketing or licensing thereof, has violated or infringed upon, or is violating or infringing upon, any Software, technology, patent, trademark, copyright or trade secret or other Intellectual Property Right of any Person. None of the LP Group Companies has received any written notice directed specifically to one or more of the LP Group Companies or its affiliates that (i) any Licensed Seller Software or Licensed Seller Intellectual Property is subject to any Judgment; (ii) any Proceeding is pending or threatened involving any Licensed Seller Software or Licensed Seller Intellectual Property; or (iii) any claim or demand has been made, which challenges or challenged the legality, validity, enforceability or use by Seller, LPTI or any of the Acquired Companies of any of the Licensed Seller Software or the Licensed Seller Intellectual Property. (h) Except as set forth on SCHEDULE 3.14(h), none of the LP Group Companies nor their affiliates has disclosed or delivered to any escrow agent or to any other Person, or permitted the disclosure to any escrow agent or to any other Person of, the source code (or any aspect or portion thereof) for or relating to any past, present or future product of any Acquired Company). (vii) Except as set forth on SCHEDULE 3.14(i), any license, sublicense or other Contract covering or relating to any of the Software or Intellectual Property Rights of the Acquired Companies, LPTI or Seller is legal, valid, binding, enforceable and in full force and effect, and upon consummation of the transactions contemplated hereby, will continue to be legal, valid, binding, enforceable and in full force and effect on terms identical to those in effect immediately prior to the consummation of the transactions contemplated hereby. None of the Acquired Companies, and, to the best of Seller's and Parent's knowledge, none of the LP Group Companies, is in breach of or default under any license, sublicense or other Contract covering or relating to Software or Intellectual Property Rights of the Acquired Companies, LPTI or Seller or has performed any act or omitted to perform any act which, with notice or lapse of time or both, will become or result in a material violation, breach or default thereunder. No Proceeding is pending nor, to the best of Seller's and Parent's knowledge, is being or has been threatened nor has any claim or demand been made, which challenges the legality, validity, enforceability or ownership of any license, sublicense or other Contract covering or relating to any Owned Seller Software or Owned Seller Intellectual Property, and none of the LP Group Companies has received any written notice directed specifically to one or more of the LP Group Companies or its affiliates that a Proceeding is pending or is being or has been threatened or that any claim or demand has been made, which challenges the legality, validity, enforceability or ownership of any license, sublicense or other Contract covering or relating to any Licensed Seller Software or Licensed Seller Intellectual Property. (j) None of the Owned Seller Software which is listed or required to be listed on SCHEDULE 3.14(a) is owned by or registered in the name of any current or former owner (other than LP Securities, the owner of LPA Insurance), shareholder (other than LP Securities, the shareholder of LPA Insurance), partner, director, executive, officer, employee, salesman, agent, customer, representative or contractor of any LP Group Company or its affiliate nor does any such Person have any interest therein or right thereto, including the right to royalty payments. (k) Except as set forth on SCHEDULE 3.14(k) or with respect to demonstration or trial copies, no portion of any Company Owned Software andowned by or licensed to a third party by an Acquired Company, Seller or LPTI, nor, to the Knowledge best of Seller's or Parent's knowledge, any other Company Intangibles portion of any Software licensed to an Acquired Company, Seller or LPTI, contains any “"back door,” “" "time bomb,” “" "Trojan horse,” “" "worm,” “" "drop dead device,” “" "virus,” " or other Software software routines or hardware components designed to permit unauthorized access or to disable or erase Softwaresoftware, hardware, or data without the consent of the user. (l) Set forth on SCHEDULE 3.14(l) are all Internet domain names related to the Acquired Companies Business ("Domain Names"). Each Domain Name is registered to an Acquired Company, and all registrations of Domain Names are in good standing until such dates as set forth on SCHEDULE 3.14(l). The name of the Acquired Company registrant for each Domain Name, is set forth on SCHEDULE 3.14(l). No action has been taken or is pending to challenge rights to, suspend, cancel or disable any Domain Name, registration therefor or the right of any Acquired Company to use a Domain Name. Except as set forth on SCHEDULE 3.14(l), the Acquired Companies have the right to use each of the Domain Names on the Internet. (m) There is no governmental prohibition or restriction on the use of any of the Acquired Companies Intangibles in any jurisdiction. (n) Except as disclosed on SCHEDULE 3.14(n), the Acquired Companies have the full right to use, in the Acquired Companies Business, all compilations of data contained in databases related to the Acquired Companies Business and all information and data elements contained in such data compilations. The Acquired Companies have used, at all times prior to the Closing Date, commercially reasonably efforts to ensure that such data compilations and all information and data elements contained therein were accurate, complete and current in all material respects. No person is breaching or has breached at any time any duty or obligation owed to an Acquired Company in respect of such compilations of data. Neither the past nor current use of any such compilations of data (or the information and data elements contained therein) in the Acquired Companies Business: (i) has violated or infringed upon, or is violating or infringing upon, the rights of any Person; or (ii) breaches any duty or obligation owed to any Person; or (iii) violates the privacy or any Law relating to the privacy of any Person. (o) To the extent that the Acquired Companies have maintained in connection with their operations, activities, conduct, and business on the World Wide Web ("Web") and any and all other applicable Internet operations, activities, conduct, and business a written privacy statement or policy governing the collection, maintenance, and use of data and information collected from users of Web sites owned, operated, or maintained by, on behalf of, or for the benefit of an Acquired Company in connection with or related to the Acquired Companies Business ("Acquired Companies Web Sites"), each such statement or policy, along with such Acquired Company's collection, maintenance, and use of user data and information and transfer thereof to Buyer under this Agreement, complies in all material respects with all applicable Laws, including Laws of the U.S. Federal Trade Commission. No such privacy statement or policy in any manner restricts or limits the transfer of such collected data pursuant to this Agreement or consummation of the actions contemplated by this Agreement. (p) Except as set forth on SCHEDULE 3.14(p) all linking, hyperlinking, deep-linking, framing, or other means or methods employed by the Acquired Companies, whereby an Acquired Company Web Site visitor may move or transfer directly from any Acquired Companies Web Site to another Web site or view or access another Web site from any Acquired Companies Web Site, are subject to appropriate linking agreements with such other Web sites. (q) Except as disclosed on SCHEDULE 3.14(q), the Acquired Companies maintain, in connection with the Software owned by Acquired Companies and in connection with the Acquired Companies Business, access controls and filters, authorization and authentication policies, intrusion and misuse detection controls, virus detection and eradication software, information security vulnerability and risk management controls and policies, and similar information security controls, devices and policies, and the foregoing (i) are commercially reasonably adequate to protect the integrity and confidentiality of the Software owned by the Acquired Companies and the data processed by the Acquired Companies Business and (ii) are at least as stringent and efficacious as information security controls, devices and policies ordinarily used in comparable data processing businesses.