Common use of Status of Proprietary Assets Clause in Contracts

Status of Proprietary Assets. For purposes of this Agreement, (i) “Proprietary Assets” shall mean all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, 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; and (ii) “Registered Intellectual Property” means all Proprietary Assets of any Group Company, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any government authority. Each Group Company (i) has independently developed and owns free and clear of all claims, security interests, liens or other encumbrances, or (ii) has a valid right or license to use all Proprietary Assets, including Registered Intellectual Property, necessary and appropriate for its business as now conducted and as proposed to be conducted and without any conflict with or infringement of the rights of others. Schedule 3.8 of the Disclosure Schedule contains a complete list of Proprietary Assets, including all Registered Intellectual Property, of each Group Company. There are no outstanding options, licenses, agreements or rights of any kind granted by any Group Company or any other party relating to any Proprietary Assets or Registered Intellectual Property, nor is any Group Company bound by or a party to any options, licenses, agreements or rights of any kind with respect to the Proprietary Assets or Registered Intellectual Property of any other person or entity, except, in either case, for standard end-user agreements with respect to commercially readily available intellectual property such as “off the shelf” computer software. No Group Company nor any Founder has received any written communications alleging that it has violated or, by conducting its business as proposed, would violate any Proprietary Assets of any other person or entity, nor is there any reasonable basis therefor. None of the current officers, employees or consultants of any Group Company (at the time of their employment or engagement by a Group Company) has been or is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his, her or its best efforts to promote the interests of such Group Company or that would conflict with the business of such Group Company as proposed to be conducted or that would prevent such officers, employees or consultants from assigning to such Group Company inventions conceived or reduced to practice in connection with services rendered to such Group Company. Neither the execution nor delivery of this Agreement, the Shareholders Agreement and any Ancillary Agreement, nor the carrying on of the business of any Group Company by its employees, nor the conduct of the business of any Group Company as proposed, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. Each Group Company and Founder believes that it will not be necessary to utilize any inventions of any of the Group Companies’ employees (or people the Group Companies currently intend to hire) made prior to or outside the scope of their employment by the relevant Group Company. Except as set forth in Schedule 3.8 of the Disclosure Schedule, no government funding, facilities of any educational institution or research center, or funding from third parties has been used in the development of any Proprietary Assets of any Group Company. Notwithstanding the foregoing, any such governmental or third party funding or use of facilities does not grant such governmental authority or third party any ownership or license rights to the Proprietary Assets of any Group Company.

Status of Proprietary Assets. For purposes purpose of this Agreement, (i) “Proprietary Assets” shall mean all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, 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; and (ii) “Registered Intellectual Property” means all Proprietary Assets of any Group Company, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any government authority. Each Group Company (i) has independently developed and owns free and clear of all claims, security interests, liens or other encumbrances, or (ii) has a valid right or license to use all Proprietary Assets, including Registered Intellectual Property, necessary and appropriate for its business as now conducted and as proposed to be conducted and, to the knowledge of the Company, the Subsidiaries and the Founders, without any conflict with or infringement of the rights of others. Schedule Section 3.8 of the Disclosure Schedule contains a complete list of Proprietary Assets, including all Registered Intellectual PropertyProperty but excluding know-how, of each Group Company. There are no outstanding options, licenses, agreements or rights of any kind granted by any Group Company or any other party relating to any Group Company’s Proprietary Assets or Registered Intellectual PropertyAssets, nor is any Group Company bound by or a party to any options, licenses, agreements or rights of any kind with respect to the Proprietary Assets or Registered Intellectual Property of any other person or entity, except, in either case, for standard end-user agreements with respect to commercially readily available intellectual property such as “off the shelf” computer software. No Group Company nor any Founder has received any written communications alleging that it has violated or, by conducting its business as proposed, would violate any Proprietary Assets of any other person or entity, nor nor, to the knowledge of the Company, the Subsidiaries and the Founders, is there any reasonable basis therefor. None of the Founders nor, to the knowledge of the Company, each Founder and each Subsidiary, any of the current or former officers, employees or consultants of any Group Company (at the time of their employment or engagement by a Group Company) has been or is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his, her or its best efforts to promote the interests of such Group Company or that would conflict with the business of such Group Company as proposed to be conducted or that would prevent such officers, employees or consultants from assigning to such Group Company inventions conceived or reduced to practice in connection with services rendered to such Group Company. Neither the execution nor delivery of this Agreement, the Shareholders Agreement and any Ancillary Agreement, nor the carrying on of the business of any Group Company by its employees, nor the conduct of the business of any Group Company as proposed, will will, to the knowledge of the Company, each Subsidiary and each Founder, conflict with or result in, in any material respect, a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated, including without limitation any non-compete, invention assignment or confidentiality obligations under any agreement between any Founder and any former employer of such Founder. Each Group Company and Founder believes that it will not be necessary to utilize any inventions of any of the Group Companies’ employees (or people the Group Companies currently intend to hire) made prior to or outside the scope of their employment by the relevant Group Company. Except as set forth in Schedule 3.8 of the Disclosure Schedule, no No government funding, facilities of any educational institution or research center, center or funding from third parties has been used in the development of any Proprietary Assets of any Group Company. Notwithstanding the foregoing, any such governmental or third party funding or use of facilities does not grant such governmental authority or third party any ownership or license rights to the Proprietary Assets of any Group Company.

Status of Proprietary Assets. For purposes of this Agreement, (i) “Proprietary Assets” shall mean all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, 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 Except as disclosed in Section 4.8 of the foregoing is storedDisclosure Schedule, 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; and (ii) “Registered Intellectual Property” means all Proprietary Assets of any Group Company, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any government authority. Each each Group Company (i) has independently developed and owns free and clear of all claims, security interests, liens or other encumbrances, or (ii) has a valid right or license to use use, all Proprietary Assets, including Registered Intellectual Property, necessary and appropriate for its business as now conducted and as proposed to be conducted and without any conflict with or infringement of the rights of others. Schedule 3.8 of the Disclosure Schedule contains a complete list of Proprietary Assets, including all Registered Intellectual Property, of each Group Company. There are no outstanding options, licenses, agreements or rights of any kind granted by any Group Company or any other party relating to any the Proprietary Assets or Registered Intellectual Propertyof a Group Company, nor is any Group Company bound by or a party to any options, licenses, agreements or rights of any kind with respect to the Proprietary Assets or Registered Intellectual Property of any other person or entity, except, in either case, for standard end-user agreements with respect to commercially readily available intellectual property such as “off the shelf” computer software. No Group Company nor any Founder None of the Warrantors has received any written communications alleging that it such Warrantor has violated or, by conducting its business as proposed, would violate any Proprietary Assets of any other person or entity, nor is there any reasonable basis therefor. None All material Proprietary Assets conceived by employees of each Group Company are “works for hire”, and all rights, title and interest therein have been transferred and assigned, or are transferable and assignable, to such employing Group Company. No Group Company will be required to utilize, in the course of its business operation, any employee’s Proprietary Assets developed prior to such employee’s employment with such Group Company, except for any Proprietary Assets that have been validly and properly assigned or licensed to such Group Company prior to the date hereof. Neither the Founders nor any of the current or former officers, employees or consultants of any Group Company (at the time of their employment or engagement by a the Group Company) has been or is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his, his or her or its best efforts to promote the interests of such the Group Company Companies or that would conflict with the business of such any Group Company as it is proposed to be conducted conducted, or that would prevent such officers, employees or consultants from assigning to such a Group Company inventions conceived or reduced to practice in connection with services rendered to such Group Company. Neither the execution nor or delivery of this Agreement, the Shareholders Agreement and any Ancillary Agreementother Transaction Agreements, nor the carrying on of the business of any each Group Company by its employees, nor the conduct of the business of any each Group Company as proposed, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. Each Group Company and Founder believes that it will not be necessary to utilize any inventions of any of the Group Companies’ employees (or people the Group Companies currently intend to hire) made prior to or outside the scope of their employment by the relevant Group Company. Except as set forth in Schedule 3.8 of the Disclosure Schedule, no government funding, facilities of any educational institution or research center, or funding from third parties has been used in the development of any Proprietary Assets of any Group Company. Notwithstanding the foregoing, any such governmental or third party funding or use of facilities does not grant such governmental authority or third party any ownership or license rights to the Proprietary Assets of any Group Company.

Status of Proprietary Assets. For purposes of this Agreement, (i) “Proprietary Assets” shall mean all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, 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 companyprocesses, and all documentation related to any of the foregoing; and (ii) “Registered Intellectual Property” means all Proprietary Assets of any Group Company, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any Governmental Authority. “Governmental Authority” means any nation or government or any province or state or any other political subdivision thereof, or any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality or any political subdivision thereof, any court, tribunal or arbitrator, and any self-regulatory organization. Each Group Company (i) has independently developed and owns (or can obtain on commercially reasonable terms) free and clear of all claims, security interests, liens or other encumbrances, or (ii) has (or can obtain on commercially reasonable terms) a valid right or license to use all Proprietary Assets, including Registered Intellectual Property, necessary and appropriate for its business as now conducted and as proposed conducted, the lack of which could reasonably be expected to be conducted have a Material Adverse Effect, and without any conflict with or infringement of the rights of others. Schedule Section 3.8 of the Disclosure Schedule contains a complete list of Proprietary Assets, including all Registered Intellectual Property, Property of each Group Company. There are no outstanding options, licenses, agreements or rights of any kind granted by any Group Company or any other party relating to any Group Company’s Proprietary Assets or Registered Intellectual PropertyAssets, nor is any Group Company bound by or a party to any options, licenses, agreements or rights of any kind with respect to the Proprietary Assets or Registered Intellectual Property of any other person or entity, except, in either case, for standard end-user agreements with respect to commercially readily available intellectual property such as “off the shelf” computer software, agreements with its employees or consultants, support/maintenance agreements or agreements entered into in the ordinary course of business of such Group Company. No Group Company nor any Founder or Seller Party has received any written communications alleging that it has violated or, by conducting its business as proposedbusiness, would violate any Proprietary Assets of any other person or entity, nor nor, to the best knowledge of the Group Companies and the Seller Parties, is there any reasonable basis therefor. None To the best knowledge of each Group Company and each Seller Party, none of the Seller Parties nor any of the current or former officers, employees or consultants of any Group Company (at the time of their employment or engagement by a Group Company) has been or is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his, her or its best efforts to promote the interests of such Group Company or that would conflict with the business of such Group Company as proposed to be presently conducted or that would prevent such officers, employees or consultants from assigning to such Group Company inventions conceived or reduced to practice in connection with services rendered to such Group Company. Neither the execution nor delivery of this Agreement, any of the Shareholders Agreement and any Ancillary AgreementFinancing Documents, nor the carrying on of the business of any Group Company by its employees, nor the conduct of the business of any Group Company as proposedpresently conducted, will will, to the best knowledge of each Group Company and Seller Party, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. Each Group Company and Founder Seller Party believes that it will not be necessary to utilize without proper authorization any inventions of any of the Group Companies’ employees (or people the Group Companies currently intend to hire) made prior to or outside the scope of their employment by the relevant Group Company. Except as set forth in Schedule 3.8 of the Disclosure Schedule, no No government funding, facilities of any educational institution or research center, or funding from third parties has been used in the development of any Proprietary Assets of any Group Company. Notwithstanding the foregoing, any such governmental or third party funding or use of facilities does not grant such governmental authority or third party any ownership or license rights to the Proprietary Assets of any Group Company.

Status of Proprietary Assets. For purposes of this Agreement, (ia) “Proprietary Assets” shall mean all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, 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; and (ii) “Registered Intellectual Property” means all Proprietary Assets of any Group Company, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any government authority. Each Group Company (i) has independently developed and owns free and clear of all claims, security interests, liens or other encumbrancesLiens, or (ii) has a valid right or license to use use, all material Proprietary Assets, including Registered Intellectual Property, necessary and appropriate for used in its business as now conducted and as proposed to be conducted conducted, and without any conflict with or infringement to the Knowledge of the rights Warrantors, no such Proprietary Assets infringe upon or otherwise violate any Proprietary Assets of othersany third Person in any material respect. Schedule 3.8 To the Knowledge of the Disclosure Schedule contains a complete list Warrantors, at no time during the conception of or reduction of any of the Group Companies’ Proprietary Assets to practice was any developer, inventor or other contributor to such Proprietary Assets operating under any grants from any Governmental Authority or agency or private source, performing research sponsored by any Governmental Authority or agency or private source or subject to any employment agreement or invention assignment or nondisclosure agreement or other obligation with any third party that could adversely affect any Group Company’s rights in such Proprietary Assets, including all Registered Intellectual Property, of each Group Company. There are no outstanding options, licenses, agreements or rights of any kind granted by any Group Company or to any other third party relating to any the Proprietary Assets or Registered Intellectual Propertyof a Group Company, nor is any Group Company bound by or a party to any options, licenses, agreements or rights of any kind with respect to the Proprietary Assets or Registered Intellectual Property of any other person or entitythird party, except, in either case, for standard end-user agreements with respect to commercially readily available intellectual property such as “off the shelf” computer software. No . (b) To the Knowledge of the Warrantors, as of the date of this Agreement and the Closing Date, none of the Group Company nor any Founder Companies or the Founders has received any written communications alleging that it such Group Company or the Founder has violated or, by conducting its business as proposed, would violate any Proprietary Assets of any other person Person or entity, nor nor, to the Knowledge of the Warrantors, is there any reasonable basis therefor. (c) All material Proprietary Assets created by employees of each Group Company are “works for hire”, and all rights, title and interest therein have been transferred and assigned, or are transferable and assignable, to such employing Group Company. None No Group Company will be required to utilize, in the course of its business operation, any employee’s Proprietary Assets developed prior to such employee’s employment with such Group Company, except for any Proprietary Assets that have been validly and properly assigned or licensed to such Group Company prior to the current officersdate hereof. (d) Each Group Company has taken reasonable and appropriate steps to protect, employees maintain and safeguard its Proprietary Assets and made all applicable registrations and filings and payment of fees in connection with patent and trademarks owned by such Group Company. Without limiting the foregoing, each Founder and Key Employee has executed and delivered to the Company an agreement pursuant to which such Key Employee’s rights in Proprietary Assets related to the business conducted by the Group Companies are the property of, and shall be assigned and transferred to, the Group Companies. (e) No Open Source Software (as defined below) directly forms part of any product or consultants of service provided by any Group Company (at or was or is used directly in connection with the time development of their employment any product or engagement service provided by a any Group Company or is incorporated directly into, in whole or in part, or has been distributed directly with, in whole or in part, any product or service provided by any Group Company) . No software included in any Proprietary Assets has been or is obligated under any contract (including licensesbeing distributed, covenants in whole or commitments of any nature) or other agreementin part, or subject to was used, or is being used in conjunction with any judgment, decree or order of any court or administrative agency, that would interfere with the use of his, her or its best efforts to promote the interests of such Group Company or that would conflict with the business of such Group Company as proposed to be conducted or that would prevent such officers, employees or consultants from assigning to such Group Company inventions conceived or reduced to practice in connection with services rendered to such Group Company. Neither the execution nor delivery of this Agreement, the Shareholders Agreement and any Ancillary Agreement, nor the carrying on of the business of any Group Company by its employees, nor the conduct of the business of any Group Company as proposed, will conflict with or result Open Source Software in a breach of the terms, conditions manner which would require that such software be disclosed or provisions of, distributed in source code form or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. Each Group Company and Founder believes that it will not be necessary to utilize any inventions of any of the Group Companies’ employees (or people the Group Companies currently intend to hire) made prior to or outside the scope of their employment by the relevant Group Company. Except as set forth in Schedule 3.8 of the Disclosure Schedule, available at no government funding, facilities of any educational institution or research center, or funding from third parties has been used in the development of any Proprietary Assets of any Group Company. Notwithstanding the foregoing, any such governmental or third party funding or use of facilities does not grant such governmental authority or third party any ownership or license rights to the Proprietary Assets of any Group Companycharge.

Status of Proprietary Assets. For purposes purpose of this Agreement, (i) “Proprietary Assets” shall mean all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applicationsdesigns, 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; and (ii) “Registered Intellectual Property” means all Proprietary Assets of any Group Company, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any government authority. Each Group Company (i) has independently developed and owns free and clear of all claims, security interests, liens or other encumbrances, or (ii) has a valid right or license to use all Proprietary Assets, including Registered Intellectual Property, necessary and appropriate for its business as now conducted and as proposed to be conducted and without any conflict with or infringement of the rights of others. Schedule Section 3.8 of the Disclosure Schedule contains a complete list of Proprietary Assets, including all Registered Intellectual Property, of each Group Company. There are no outstanding options, licenses, agreements or rights of any kind granted by any Group Company or any other party relating to any Group Company’s Proprietary Assets or Registered Intellectual PropertyAssets, nor is any Group Company bound by or a party to any options, licenses, agreements or rights of any kind with respect to the Proprietary Assets or Registered Intellectual Property of any other person or entity, except, in either case, for standard end-user agreements with respect to commercially readily available intellectual property such as “off the shelf” computer software. No None of the Group Company nor any Founder Companies or the Founders has received any written communications alleging that it any Group Company has violated or, by conducting its business as proposed, would violate any Proprietary Assets of any other person or entity, nor nor, to the best knowledge of each Group Company and each Founder, is there any reasonable basis therefor. None of the Founders, or any of the current or former officers, employees or consultants of any Group Company (at the time of their employment or engagement by a Group Company) has been entered into or is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or is subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his, her or its best efforts to promote the interests of such Group Company or that would conflict with the business of such Group Company as proposed to be conducted or that would prevent such officers, employees or consultants from assigning to such Group Company inventions conceived or reduced to practice in connection with services rendered to such Group Company. Neither the execution nor delivery of this Agreement, the Shareholders Agreement and any Ancillary AgreementTransaction Document, nor the carrying on of the business of any Group Company by its employees, nor the conduct of the business of any Group Company as proposed, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. Each Group Company and Founder believes that it will not be necessary to utilize any inventions of any of the Group Companies’ employees (or people the Group Companies currently intend to hire) made prior to or outside the scope of their employment by the relevant Group Company. Except as set forth in Schedule 3.8 of the Disclosure Schedule, no government funding, facilities of any educational institution or research center, or funding from third parties has been used in the development of any Proprietary Assets of any Group Company. Notwithstanding the foregoing, any such governmental or third party funding or use of facilities does not grant such governmental authority or third party any ownership or license rights to the Proprietary Assets of any Group Company.

Status of Proprietary Assets. For purposes the purpose of this Agreement, (i) “Proprietary Assets” shall mean means all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, 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 companyowned by, and all documentation related licensed to any of or used in the foregoing; and (ii) “Registered Intellectual Property” means all Proprietary Assets of business of, any Group Company, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any government authority. Each Group Company (i) has independently developed and owns free and clear of all claims, security interests, liens or other encumbrances, or (ii) has a valid right or license to use all the Proprietary Assets, including Registered Intellectual Property, Assets necessary and appropriate for its business as now conducted and as proposed to be conducted pursuant to its business plan and, to the knowledge of each Group Company and the Founder, without any conflict with or infringement of the rights of others. Schedule Section 3.8 of the Disclosure Schedule contains a complete list of Proprietary Assets, including all Registered Intellectual Property, Assets of each Group Company. There are no outstanding options, licenses, licenses or agreements or rights of any kind granted by any Group Company or any other party relating to any of its Proprietary Assets or Registered Intellectual PropertyAssets, nor is any Group Company bound by or a party to any options, licenses, licenses or agreements or rights of any kind with respect to the Proprietary Assets or Registered Intellectual Property of any other person or entityPerson, except, in either case, for standard end-user agreements with respect to commercially readily available intellectual property such as “off the shelf” computer software. No To the knowledge of each Group Company nor any Founder has received any written communications alleging that Company, it has not violated or, by conducting its business as proposed, would not violate any Proprietary Assets of any other person or entity, nor nor, to the knowledge of such Group Company, is there any reasonable basis therefor. None No Group Company is aware that any of the current its officers, employees or consultants of any Group Company (at the time of their employment or engagement by a Group Company) has been or is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his, her or its best efforts to promote the interests of such Group Company or that would conflict with the business of such Group Company as proposed to be conducted pursuant to its business plan or that would prevent such officers, employees or consultants from assigning to such Group Company inventions conceived or reduced to practice in connection with services rendered to such Group Company. Neither the execution nor delivery of this Agreement, the Shareholders Agreement and or any Ancillary Agreementother Transaction Documents, nor the carrying on of the business of any Group Company by its employees, nor the conduct of the business of any Group Company as proposed, will will, to the knowledge of each Group Company and the Founder, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. Each No Group Company and Founder believes that it is or will not be necessary to utilize any inventions of any of the Group Companies’ its employees (or people the Group Companies it currently intend intends to hire) made prior to or outside the scope of their employment by the relevant Group Company. Except as set forth in Schedule 3.8 of the Disclosure Schedule, no government funding, facilities of any educational institution or research center, or funding from third parties has been used in the development of any Proprietary Assets of any Group Company. Notwithstanding the foregoing, any such governmental or third party funding or use of facilities does not grant such governmental authority or third party any ownership or license rights to the Proprietary Assets of any Group Company.

Status of Proprietary Assets. For purposes purpose of this Agreement, (i) “Proprietary Assets” shall mean all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, 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; and (ii) “Registered Intellectual Property” means all Proprietary Assets of any Group Company, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any government authority. Each Group Company (i) has independently developed and owns (or can obtain on commercially reasonable terms) free and clear of all claims, security interests, liens or other encumbrances, or (ii) has (or can obtain on commercially reasonable terms) a valid right or license to use all Proprietary Assets, including Registered Intellectual Property, necessary and appropriate for its business as now conducted and as proposed to be conducted conducted, the lack of which could reasonably be expected to have a Material Adverse Effect, and without any conflict with or infringement of the rights of others. Schedule Section 3.8 of the Disclosure Schedule contains a complete list of Proprietary Assets, including all Registered Intellectual Property, of each Group Company. There are no outstanding options, licenses, agreements or rights of any kind granted by any Group Company or any other party relating to any Group Company’s Proprietary Assets or Registered Intellectual PropertyAssets, nor is any Group Company bound by or a party to any options, licenses, agreements or rights of any kind with respect to the Proprietary Assets or Registered Intellectual Property of any other person or entity, except, in either case, for standard end-user agreements with respect to commercially readily available intellectual property such as “off the shelf” computer software, agreements with its employees or consultants, support/maintenance agreements or agreements entered into in the ordinary course of business of such Group Company. No Group Company nor any Founder or Seller Party has received any written communications alleging that it has violated or, by conducting its business as proposed, would violate any Proprietary Assets of any other person or entity, nor nor, to the best knowledge of the Group Companies and the Seller Parties, is there any reasonable basis therefor. None To the best knowledge of each Group Company and each Seller Party, none of the Seller Parties nor any of the current or former officers, employees or consultants of any Group Company (at the time of their employment or engagement by a Group Company) has been or is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his, her or its best efforts to promote the interests of such Group Company or that would conflict with the business of such Group Company as proposed to be conducted or that would prevent such officers, employees or consultants from assigning to such Group Company inventions conceived or reduced to practice in connection with services rendered to such Group Company. Neither the execution nor delivery of this Agreement, any of the Shareholders Agreement and any Ancillary AgreementAgreements, nor the carrying on of the business of any Group Company by its employees, nor the conduct of the business of any Group Company as proposed, will will, to the best knowledge of each Group Company and Seller Party, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. Each Group Company and Founder Seller Party believes that it will not be necessary to utilize without proper authorization any inventions of any of the Group Companies’ employees (or people the Group Companies currently intend to hire) made prior to or outside the scope of their employment by the relevant Group Company. Except as set forth in Schedule 3.8 of the Disclosure Schedule, no No government funding, facilities of any educational institution or research center, or funding from third parties has been used in the development of any Proprietary Assets of any Group Company. Notwithstanding the foregoing, any such governmental or third party funding or use of facilities does not grant such governmental authority or third party any ownership or license rights to the Proprietary Assets of any Group Company.

Status of Proprietary Assets. For purposes of this Agreement, (i) “Proprietary Assets” shall mean all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, 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; and (ii) “Registered Intellectual Property” means all Proprietary Assets of any the Group CompanyCompanies, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any government authority. Each 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, including Registered Intellectual Property, necessary and appropriate for its business as now conducted and as proposed to be conducted and without any conflict with or infringement of the rights of others. Schedule 3.8 of The Group Companies have completed the Disclosure Schedule contains a complete list of Proprietary Assets, including all Registered Intellectual Property, of each Group Company. There are no outstanding options, licenses, agreements or rights of any kind granted by any Group Company or any other party relating to any Proprietary Assets or Registered Intellectual Property, nor is any Group Company bound by or a party to any options, licenses, agreements or rights of any kind with respect to relevant procedures concerning the Proprietary Assets or Registered Intellectual Property of any other person or entity, except, in either case, technology import for standard end-user agreements with respect to commercially readily available intellectual property such as “off the shelf” computer software. No Group Company nor any Founder has received any written communications alleging that it has violated or, by conducting its business as proposed, would violate any Proprietary Assets of any other person or entity, nor is there any reasonable basis therefor. None of the current officers, employees or consultants of any Group Company licensed technologies (at the time of their employment or engagement by a Group Company) has been or is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his, her or its best efforts to promote the interests of such Group Company or that would conflict with the business of such Group Company as proposed to be conducted or that would prevent such officers, employees or consultants from assigning to such Group Company inventions conceived or reduced to practice in connection with services rendered to such Group Companyif required). Neither the execution nor delivery of this Agreementthe Transaction Documents, the Shareholders Agreement and any Ancillary Agreement, nor the carrying on of the business of any Group Company by its employees, nor the conduct of the business of any Group Company as proposed, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which such Group Company or any of such employees is now obligated. Each Except as disclosed in the Disclosure Schedule, no Group Company and Founder believes is bound by, or a party to, any options, licenses, agreements or rights of any kind with respect to the Proprietary Assets of any other person or entity. To the best knowledge of the Warrantors, no Group Company has received any written communications alleging that it has violated or, by conducting its business as proposed, would violate any Proprietary Assets of any other person or entity. To the best knowledge of the Warrantors after due inquiries with current or former officers, employees or consultants of any Group Company, none of such current or former officers, employees or consultants of any Group Company (at the time of their employment or engagement by a Group Company) has been or is obligated under any agreement (including licenses, covenants or commitments of any nature) or other arrangement or undertaking of any kind, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his, her or its best efforts to promote the interests of such Group Company or that would conflict with the Principal Business or that would prevent such officers, employees or consultants from assigning to such Group Company inventions conceived or reduced to practice in connection with services rendered to such Group Company. It will not be necessary to utilize any inventions of any of the Group Companies’ employees (or people the Group Companies currently intend to hire) made prior to or outside the scope of their employment by the relevant Group Company. Except as set forth in Schedule 3.8 of the Disclosure Schedule, no No government funding, facilities of any educational institution or research center, or funding from third parties has been used in the development of any Proprietary Assets of any Group Company. Notwithstanding There shall have been no dispute. No disputes on the foregoingconfidentiality, any such governmental non-competition or third party funding or use of facilities does not grant such governmental authority or third party any ownership or license rights to the Proprietary Assets of any Group Companybetween the Founder and his prior employers has occurred or is occurring.

Status of Proprietary Assets. For purposes purpose of this Agreement, (i) “Proprietary Assets” shall mean all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, 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; and (ii) “Registered Intellectual Property” means all Proprietary Assets of any Group the Operating Company, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any government authority. Each Group Except as disclosed in Section 4.10 of the Disclosure Schedule, the Operating Company (i) has independently developed and owns free and clear of all material claims, security interests, liens or other encumbrances, except for Permitted Liens, or (ii) has a valid right or license to use all Proprietary Assets, including Registered Intellectual Property, necessary and appropriate for its business as now conducted and as proposed and, to be conducted and its knowledge, without any conflict with or infringement of the rights of others. Schedule 3.8 Section 4.9 of the Disclosure Schedule contains a complete list of Proprietary Assets, including all Registered Intellectual Property, of each Group Company. There are no outstanding options, licenses, agreements or rights of any kind granted by any Group Company or any other party relating to any Proprietary Assets or Registered Intellectual Property, nor is any Group Company bound by or a party to any options, licenses, agreements or rights of any kind with respect to the Proprietary Assets or Registered Intellectual Property of any other person or entity, except, in either case, for standard end-user agreements with respect to commercially readily available intellectual property such as “off the shelf” computer software. No Group Company nor any Founder has received any written communications alleging that it has violated or, by conducting its business as proposed, would violate any Proprietary Assets of any other person or entity, nor is there any reasonable basis therefor. None of the current officers, employees or consultants of any Group Company (at the time of their employment or engagement by a Group Company) has been or is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his, her or its best efforts to promote the interests of such Group Company or that would conflict with the business of such Group Company as proposed to be conducted or that would prevent such officers, employees or consultants from assigning to such Group Company inventions conceived or reduced to practice in connection with services rendered to such Group Operating Company. Neither the execution nor delivery of this Agreement, the Shareholders Agreement and any Ancillary Agreement, nor the carrying on of the business of any Group the Operating Company by its employees, nor the conduct of the business of any Group the Operating Company as proposed, will will, to the best knowledge of the Purchasers, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which the Operating Company or any of such employees is now obligated. Each Group Company and Founder believes that it will not be necessary to utilize any inventions of any of the Group Companies’ employees (or people the Group Companies currently intend to hire) made prior to or outside the scope of their employment by the relevant Group Company. Except as set forth in Schedule 3.8 of the Disclosure Schedule, no government funding, facilities of any educational institution or research center, or funding from third parties has been used in the development of any Proprietary Assets of any Group Company. Notwithstanding the foregoing, any such governmental or third party funding or use of facilities does not grant such governmental authority or third party any ownership or license rights to the Proprietary Assets of any Group Company.

Status of Proprietary Assets. For purposes of this Agreement, (ia) “Proprietary Assets” shall mean all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, 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; and (ii) “Registered Intellectual Property” means all Proprietary Assets of any Group Company, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any government authority. Each Group Company (i) has independently developed and owns free and clear of all claims, security interests, liens or other encumbrancesany Encumbrance, or (ii) has a valid right or license to use use, all Proprietary Assets, including Registered Intellectual Property, necessary and appropriate for its business as now conducted and as proposed to be conducted and without any conflict with or infringement of the rights of others. Schedule 3.8 Section 8 of the Disclosure Schedule contains a complete list of Proprietary Assets, including all Registered Intellectual Property, of each Group Company. Each of the Group Companies has taken all steps it reasonably considers necessary (including registrations with, or applications to register with, the appropriate Governmental Authority) to perfect or protect its actual and alleged Proprietary Assets and such Proprietary Assets are valid and enforceable. (b) There are no outstanding options, licenses, agreements Contracts or rights of any kind granted by any Group Company or any other party Person relating to any Group Company’s Proprietary Assets or Registered Intellectual PropertyAssets, nor is any Group Company bound by or a party to any options, licenses, agreements Contracts or rights of any kind with respect to the Proprietary Assets or Registered Intellectual Property of any other person or entityPerson, except, in either case, for standard end-user agreements with respect to commercially readily available intellectual property such as “off the shelf” computer software. . (c) No Group Company nor any Founder Covenantor has received any written communications alleging that it has violated or, by conducting its business as proposed, would violate any Proprietary Assets of any other person or entityPerson, nor nor, to the best knowledge of the Covenantors is there any reasonable basis therefor. To the best knowledge of the Covenantors, no other Person is infringing any Proprietary Assets of any Group Company. (d) None of the Existing Shareholder nor any of the current or former officers, employees or consultants of any Group Company (at the time of their employment or engagement by a Group Company) has been or is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreementContract, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his, her or its best efforts to promote the interests of such Group Company or that would conflict with the business of such Group Company as proposed to be conducted or that would prevent the Existing Shareholder or such officers, employees or consultants from assigning to such Group Company inventions conceived or reduced to practice in connection with services rendered to such Group Company. Neither the execution nor delivery of this Agreement, the Shareholders Agreement and any Ancillary AgreementTransaction Agreements, nor the carrying on of the business of any Group Company by its employees, nor the conduct of the business of any Group Company as proposed, will will, to the best knowledge of the Covenantors, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument Contract under which any of such employees is now obligated. Each Group Company and Founder believes that it will not be necessary to utilize any inventions of any of the Group Companies’ employees (or people the Group Companies currently intend to hire) made prior to or outside the scope of their employment by the relevant Group Company. Except as set forth in Schedule 3.8 of the Disclosure Schedule, no No government funding, facilities of any educational institution or research center, or funding from third parties has been used in the development of any Proprietary Assets of any Group Company. Notwithstanding the foregoing, any such governmental or third party funding or use of facilities does not grant such governmental authority or third party any ownership or license rights to the Proprietary Assets of any Group Company.

Status of Proprietary Assets. For purposes purpose of this Agreement, (i) “Proprietary Assets” shall mean all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, 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, filesflies, 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; and (ii) “Registered Intellectual Property” means all Proprietary Assets of any Group Company, wherever located, that is the subject of an application, certificate, filing, registration or other document issued Issued by, filed with or recorded by any government authority. Each Group Company (i) has independently developed and owns free and clear of all claims, security interests, liens or other encumbrances, or (ii) has a valid right or license to use all Proprietary Assets, including Registered Intellectual Property, necessary and appropriate for its business as now conducted and as proposed to be conducted and, to the knowledge of the Company, the Subsidiaries and the Founders, without any conflict with or infringement of the rights of others. Schedule Section 3.8 of the Disclosure Schedule contains a complete list of Proprietary Assets, including all Registered Intellectual PropertyProperty but excluding know-how, of each Group Company. There are no outstanding options, licenses, agreements or rights of any kind granted by any Group Company or any other party relating to any Group Company’s Proprietary Assets or Registered Intellectual PropertyAssets, nor is any Group Company bound by or a party to any options, licenses, agreements or rights of any kind with respect to the Proprietary Assets or Registered Intellectual Property of any other person or entity, except, in either case, for standard end-user agreements with respect to commercially readily available intellectual property such as “off the shelf” shelf computer software. No Group Company nor any Founder has received any written communications alleging that it has violated or, by conducting its business as proposed, would violate any Proprietary Assets of any other person or entity, nor nor, to the knowledge of the Company, the Subsidiaries and the Founders, is there any reasonable basis therefor. None of the Founders nor, to the knowledge of the Company, each Founder and each Subsidiary, any of the current or former officers, employees or consultants of any Group Company (at the time of their employment or engagement by a Group Company) has been or is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgmentJudgment, decree or order of any court or administrative agency, that would interfere with the use of his, her or its best efforts to promote the interests of such Group Company or that would conflict with the business of such Group Company as proposed to be conducted or that would prevent such officers, employees or consultants from assigning to such Group Company inventions conceived or reduced to practice in connection with services rendered to such Group Company. Neither the execution nor delivery of this Agreement, the Shareholders Agreement and any Ancillary Ancillary, Agreement, nor the carrying on of the business of any Group Company by its employees, nor the conduct of the business of any Group Company as proposed, will will, to the knowledge of the Company, each Subsidiary and each Founder, conflict with or result in, in any material respect, a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated, including without limitation any non-compete, invention assignment or confidentiality obligations under any agreement between any Founder and any former employer of such Founder. Each Group Company and Founder believes that it will not be necessary to utilize any inventions of any of the Group Companies’ employees (or people the Group Companies currently intend to hire) made prior to or outside the scope of their employment by the relevant Group Company. Except as set forth in Schedule 3.8 of the Disclosure Schedule, no No government funding, facilities facilities, of any educational institution or research center, center or funding from third parties has been used in the development of any Proprietary Assets of any Group Company. Notwithstanding the foregoing, any such governmental or third party funding or use of facilities does not grant such governmental authority or third party any ownership or license rights to the Proprietary Assets of any Group Company.

Status of Proprietary Assets. For purposes of this Agreement, (ia) “Proprietary Assets” shall mean all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, 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; and (ii) “Registered Intellectual Property” means all Proprietary Assets of any Group Company, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any government authority. Each Group Company (i) has independently developed and owns free and clear of all claims, security interests, liens or other encumbrancesany Encumbrance, or (ii) has a valid right or license to use use, all Proprietary Assets, including Registered Intellectual Property, necessary and appropriate for its business as now conducted and as proposed to be conducted and and, to the knowledge of the Company, without any conflict with or infringement of the rights of others. Schedule 3.8 Section 8 of the Disclosure Schedule contains a complete list of Proprietary Assets, including all Registered Intellectual Property, Property of each Group Company. . (b) There are no outstanding options, licenses, agreements Contracts or rights of any kind granted by any Group Company or any other party Person relating to any Group Company’s Proprietary Assets or Registered Intellectual PropertyAssets, nor is any Group Company bound by or a party to any options, licenses, agreements Contracts or rights of any kind with respect to the Proprietary Assets or Registered Intellectual Property of any other person or entityPerson, except, in either case, for standard end-user agreements with respect to commercially readily available intellectual property such as “off the shelf” computer software. No Group Company . (c) Neither the Founder nor any Founder of the Group Companies has received any written communications alleging that it has violated or, by conducting its business as proposed, would violate any Proprietary Assets of any other person or entityPerson, nor nor, to the best knowledge of the Group Companies is there any reasonable basis therefor. None To the best knowledge of the Group Companies, no other Person is infringing any Proprietary Assets of any Group Company. (d) Neither the Founder, nor any of the current or former officers, employees or consultants of any Group Company (at the time of their employment or engagement by a Group Company) has been or is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreementEXECUTION COPY Contract, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his, her or its best efforts endeavors to promote the interests of such Group Company or that would conflict with the business of such Group Company as proposed to be conducted or that would prevent such Founder, officers, employees or consultants from assigning to such Group Company inventions conceived or reduced to practice in connection with services rendered to such Group Company. Neither the execution execution, delivery nor delivery performance of this Agreement, the Shareholders Agreement and any Ancillary Agreement, nor the carrying on of the business of any Group Company by its employees, nor the conduct of the business of any Group Company as proposed, will will, to the best knowledge of the Group Companies, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument Contract under which any of such employees is now obligated. Each Group Company and Founder believes that it will not be necessary to utilize any inventions of any of the Group Companies’ employees (or people the Group Companies currently intend to hire) made prior to or outside the scope of their employment by the relevant Group Company. Except as set forth in Schedule 3.8 of the Disclosure Schedule, no government funding, facilities of any educational institution or research center, or funding from third parties has been used in the development of any Proprietary Assets of any Group Company. Notwithstanding the foregoing, any such governmental or third party funding or use of facilities does not grant such governmental authority or third party any ownership or license rights to the Proprietary Assets of any Group Company.

Status of Proprietary Assets. For purposes purpose of this Agreement, (i) “Proprietary Assets” shall mean all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, 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; and (ii) “Registered Intellectual Property” means all Proprietary Assets of any the Group CompanyCompanies, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any government authority. Each Except as fairly disclosed, each Group Company (i) has independently developed and owns free and clear of all claims, security interests, liens or other encumbrancesEncumbrances, or (ii) has a valid right or license to use use, all Proprietary Assets, including Registered Intellectual Property, necessary and appropriate for its business as now conducted and as proposed conducted, to be conducted and the knowledge of the Warrantors, without any conflict with or infringement of the rights of others. Schedule 3.8 Except as fairly disclosed, none of the Disclosure Schedule contains a complete list of Group’s Proprietary Assets, including all Registered Intellectual Property, of each Group Company. There are no outstanding options, licenses, agreements and the validity or rights of any kind granted by any Group Company or any other party relating to any Proprietary Assets or Registered Intellectual Property, nor is any Group Company bound by or a party to any options, licenses, agreements or rights of any kind with respect to the Proprietary Assets or Registered Intellectual Property of any other person or entity, except, in either case, for standard end-user agreements with respect to commercially readily available intellectual property such as “off the shelf” computer software. No Group Company nor any Founder has received any written communications alleging that it has violated or, by conducting its business as proposed, would violate any Proprietary Assets of any other person or entity, nor is there any reasonable basis therefor. None of the current officers, employees or consultants of any Group Company (at the time of their employment or engagement by a Group Company) has been or is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his, her or its best efforts to promote the interests of such Group Company or that would conflict with the business of such Group Company as proposed to be conducted or that would prevent such officers, employees or consultants from assigning to such Group Company inventions conceived or reduced to practice in connection with services rendered to such Group Company. Neither the execution nor delivery of this Agreement, the Shareholders Agreement and any Ancillary Agreement, nor the carrying on of the business of any Group Company by its employees, nor the conduct of the business of any Group Company as proposed, will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. Each Group Company and Founder believes that it will not be necessary to utilize any inventions of any subsistence of the Group Companies’ employees (right, title and interest therein, is the subject of any current, pending or people threatened challenge, claim or proceedings, including for opposition, cancellation, revocation or rectification, or has during the Group Companies currently intend past three years been the subject of any challenge, claim or proceeding, and to hire) made prior to or outside the scope of their employment by the relevant Group Company. Except as set forth in Schedule 3.8 knowledge of the Disclosure ScheduleWarrantors, there are no government funding, facilities of any educational institution facts or research center, or funding from third parties has been used in the development of any Proprietary Assets of any Group Company. Notwithstanding the foregoing, matters which might give rise to any such governmental challenge, claim or third party funding or use of facilities does not grant such governmental authority or third party any ownership or license rights to the Proprietary Assets of any Group Companyproceedings.

Status of Proprietary Assets. For purposes of this Agreement, (ia) “Proprietary Assets” shall mean all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, 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; and (ii) “Registered Intellectual Property” means all Proprietary Assets of any Group Company, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any government authority. Each Group Company (i) has independently developed and owns free and clear of all claims, security interests, liens or other encumbrancesany Encumbrance, or (ii) has a valid right or license to use use, all Proprietary Assets, including Registered Intellectual Property, necessary and appropriate for its business as now conducted and as proposed to be conducted and without any conflict with or infringement of the rights of others. Schedule 3.8 Section 8 of the Disclosure Schedule contains a complete list of Proprietary Assets, including all Registered Intellectual Property, of each Group Company. Each of the Group Companies has taken all steps it reasonably considers necessary (including registrations with, or applications to register with, the appropriate Governmental Authority) to perfect or protect its actual and alleged Proprietary Assets and such Proprietary Assets are valid and enforceable. (b) There are no outstanding options, licenses, agreements Contracts or rights of any kind granted by any Group Company or any other party Person relating to any Group Company’s Proprietary Assets or Registered Intellectual PropertyAssets, nor is any Group Company bound by or a party to any options, licenses, agreements Contracts or rights of any kind with respect to the Proprietary Assets or Registered Intellectual Property of any other person or entityPerson, except, in either case, for standard end-user agreements with respect to commercially readily available intellectual property such as “off the shelf” computer software. . (c) No Group Company nor any Founder Covenantor has received any written communications alleging that it has violated or, by conducting its business as proposed, would violate any Proprietary Assets of any other person or entityPerson, nor nor, to the best knowledge of the Covenantors is there any reasonable basis therefor. To the best knowledge of the Covenantors, no other Person is infringing any Proprietary Assets of any Group Company. (d) None of the Existing Shareholder nor any of the current or former officers, employees or consultants of any Group Company (at the time of their employment or engagement by a Group Company) has been or is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreementContract, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his, her or its best efforts to promote the interests of such Group Company or that would conflict with the business of such Group Company as proposed to be conducted or that would prevent the Existing Shareholder or such officers, employees or consultants from assigning to such Group Company inventions conceived or reduced to practice in connection with services rendered to such Group Company. Neither the execution nor delivery of this Agreement, the Shareholders Agreement and any Ancillary Agreement, nor the carrying on of the business of any Group Company by its employees, nor the conduct of the business of any Group Company as proposed, will will, to the best knowledge of the Covenantors, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument Contract under which any of such employees is now obligated. Each Group Company and Founder believes that it will not be necessary to utilize any inventions of any of the Group Companies’ employees (or people the Group Companies currently intend to hire) made prior to or outside the scope of their employment by the relevant Group Company. Except as set forth in Schedule 3.8 of the Disclosure Schedule, no No government funding, facilities of any educational institution or research center, or funding from third parties has been used in the development of any Proprietary Assets of any Group Company. Notwithstanding the foregoing, any such governmental or third party funding or use of facilities does not grant such governmental authority or third party any ownership or license rights to the Proprietary Assets of any Group Company.

Status of Proprietary Assets. For purposes purpose of this Agreement, (i) “Proprietary Assets” shall mean all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, 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; and (ii) “Registered Intellectual Property” means all Proprietary Assets of any Group Company, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any government authority. Each Group Company (i) has independently developed and owns free and clear of all claims, security interests, liens or other encumbrances, or (ii) has a valid right or license to use all Proprietary Assets, including Registered Intellectual Property, necessary and appropriate for its business as now conducted and as proposed to be conducted and, to the knowledge of the Company, the Subsidiaries and the Founders, without any conflict with or infringement of the rights of others. Schedule Section 3.8 of the Disclosure Schedule contains a complete list of Proprietary Assets, including all Registered Intellectual PropertyProperty but excluding know-how, of each Group Company. There are no outstanding options, licenses, agreements or rights of any kind granted by any Group Company or any other party relating to any Group Company’s Proprietary Assets or Registered Intellectual PropertyAssets, nor is any Group Company bound by or a party to any options, licenses, agreements or rights of any kind with respect to the Proprietary Assets or Registered Intellectual Property of any other person or entity, except, in either case, for standard end-user agreements with respect to commercially readily available intellectual property such as “off the shelf” computer software. No Group Company nor any Founder has received any written communications alleging that it has violated or, by conducting its business as proposed, would violate any Proprietary Assets of any other person or entity, nor nor, to the knowledge of the Company, the Subsidiaries and the Founders, is there any reasonable basis therefor. None of the Founders nor, to he knowledge of the Company, each Founder and each Subsidiary, any of the current or former officers, employees or consultants of any Group Company (at the time of their employment or engagement by a Group Company) has been or is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his, her or its best efforts to promote the interests of such Group Company or that would conflict with the business of such Group Company as proposed to be conducted or that would prevent such officers, employees or consultants from assigning to such Group Company inventions conceived or reduced to practice in connection with services rendered to such Group Company. Neither the execution nor delivery of this Agreement, the Shareholders Agreement and any Ancillary Agreement, nor the carrying on of the business of any Group Company by its employees, nor the conduct of the business of any Group Company as proposed, will will, to the knowledge of the Company, each Subsidiary and each Founder, conflict with or result in, in any material respect, a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated, including without limitation any non-compete, invention assignment or confidentiality obligations under any agreement between any Founder and any former employer of such Founder. Each Group Company and Founder believes that it will not be necessary to utilize any inventions of any of the Group Companies’ employees (or people the Group Companies currently intend to hire) made prior to or outside the scope of their employment by the relevant Group Company. Except as set forth in Schedule 3.8 of the Disclosure Schedule, no No government funding, facilities of any educational institution or research center, center or funding from third parties has been used in the development of any Proprietary Assets of any Group Company. Notwithstanding the foregoing, any such governmental or third party funding or use of facilities does not grant such governmental authority or third party any ownership or license rights to the Proprietary Assets of any Group Company.

Status of Proprietary Assets. For purposes of this Agreement, (ia) “Proprietary Assets” shall mean all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, 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; and (ii) “Registered Intellectual Property” means all Proprietary Assets of any Group Company, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any government authority. Each Group Company (i) has independently developed and owns free and clear of all claims, security interests, liens or other encumbrancesany Encumbrance, or (ii) has a valid right or license to use use, all Proprietary Assets, including Registered Intellectual Property, necessary and appropriate for its business as now conducted and as proposed to be conducted and without any conflict with or infringement of the rights of others. Schedule 3.8 Section 8 of the Disclosure Schedule contains a complete list of Proprietary Assets, including all Registered Intellectual Property, of each Group Company. Each of the Group Companies has taken all steps it reasonably considers necessary (including registrations with, or applications to register with, the appropriate Governmental Authority) to perfect or protect its actual and alleged Proprietary Assets and such Proprietary Assets are valid and enforceable. (b) There are no outstanding options, licenses, agreements Contracts or rights of any kind granted by any Group Company or any other party Person relating to any Group Company’s Proprietary Assets or Registered Intellectual PropertyAssets, nor is any Group Company bound by or a party to any options, licenses, agreements Contracts or rights of any kind with respect to the Proprietary Assets or Registered Intellectual Property of any other person or entityPerson, except, in either case, for standard end-user agreements with respect to commercially readily available intellectual property such as “off the shelf” computer software. . (c) No Group Company nor any Founder Covenantor has received any written communications alleging that it has violated or, by conducting its business as proposed, would could violate any Proprietary Assets of any other person or entityPerson, nor nor, to the best knowledge of the Covenantors is there any reasonable basis therefor. To the best knowledge of the Covenantors, no other Person is infringing any Proprietary Assets of any Group Company. (d) None of the Founders nor, to the best knowledge of the Covenantors, any of the current or former officers, employees or consultants of any Group Company (at the time of their employment or engagement by a Group Company) has been or is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreementContract, or subject to any judgment, decree or order of any court or administrative agency, that would could interfere with the use of his, her or its best efforts endeavors to promote the interests of such Group Company or that would could conflict with the business of such Group Company as proposed to be conducted or that would could prevent such Founders, officers, employees or consultants from assigning to such Group Company inventions conceived or reduced to practice in connection with services rendered to such Group Company. Neither the execution execution, delivery nor delivery performance of this Agreement, the Shareholders Agreement and any Ancillary AgreementTransaction Agreements, nor the carrying on of the business of any Group Company by its employees, nor the conduct of the business of any Group Company as proposed, will will, to the best knowledge of the Covenantors, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument Contract under which any of such Founders, officers, employees or consultants is now obligated. Each Group Company and Founder believes that it will not be necessary to utilize any inventions of any of the Group Companies’ employees (or people the Group Companies currently intend to hire) made prior to or outside the scope of their employment by the relevant Group Company. Except as set forth in Schedule 3.8 of the Disclosure Schedule, no No government funding, facilities of any educational institution or research center, or funding from third parties has been used in the development of any Proprietary Assets of any Group Company. Notwithstanding the foregoing, any such governmental or third party funding or use of facilities does not grant such governmental authority or third party any ownership or license rights to the Proprietary Assets of any Group Company.

Status of Proprietary Assets. For purposes purpose of this Agreement, (i) “Proprietary Assets” shall mean means all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, 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 companyowned by, and all documentation related licensed to any of the foregoing; and (ii) “Registered Intellectual Property” means all Proprietary Assets of or used by any Group Company, wherever located, that is the subject of an application, certificate, filing, registration or other document issued by, filed with or recorded by any government authority. Each Group Company (i) has independently developed and owns free and clear of all claims, security interests, liens or other encumbrances, or (ii) has a valid right or license to use all the Proprietary Assets, including Registered Intellectual Property, Assets necessary and appropriate for its business as now conducted and as proposed to be conducted and, to the best knowledge of each Group Company and each Founder, without any conflict with or infringement of the rights of others. Schedule Section 3.8 of the Disclosure Schedule contains a complete list of Proprietary Assets, including all Registered Intellectual Property, Assets of each Group CompanyCompany necessary for its business as now conducted and as proposed to be conducted. There are no outstanding options, licenses, licenses or agreements or rights of any kind granted by any Group Company or any other party relating to any of its Proprietary Assets or Registered Intellectual PropertyAssets, nor is any Group Company bound by or a party to any options, licenses, licenses or agreements or rights of any kind with respect to the Proprietary Assets or Registered Intellectual Property of any other person or entity, except, in either case, for standard end-user agreements with respect to commercially readily available intellectual property such as “off the shelf” computer software. No To the best knowledge of each Group Company nor any Founder has received any written communications alleging that and each Founder, it has not violated or, by conducting its business as proposed, would not violate any Proprietary Assets of any other person or entity, nor nor, to the best knowledge of such Group Company, is there any reasonable basis therefor. None Each Group Company is not aware that any of the current its officers, employees or consultants of any Group Company (at the time of their employment or engagement by a Group Company) has been or is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his, her or its best efforts to promote the interests of such Group Company or that would conflict with the business of such Group Company as proposed to be conducted or that would prevent such officers, employees or consultants from assigning to such Group Company inventions conceived or reduced to practice in connection with services rendered to such Group Company. Neither the execution nor delivery of this Agreement, the Shareholders Agreement and any Ancillary Agreement, nor the carrying on of the business of any Group Company by its employees, nor the conduct of the business of any Group Company as proposed, will will, to the best knowledge of each Group Company and each Founder, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. Each Group Company and Founder believes that does not believe it is or will not be necessary to utilize any inventions of any of the Group Companies’ its employees (or people the Group Companies it currently intend intends to hire) made prior to or outside the scope of their employment by the relevant Group Company. Except as set forth in Schedule 3.8 of the Disclosure Schedule, no government funding, facilities of any educational institution or research center, or funding from third parties has been used in the development of any Proprietary Assets of any Group Company. Notwithstanding the foregoing, any such governmental or third party funding or use of facilities does not grant such governmental authority or third party any ownership or license rights to the Proprietary Assets of any Group Company.