Common use of Technology and Intellectual Property Clause in Contracts

Technology and Intellectual Property. (a) Section 4.13(a) of the Disclosure Schedule sets forth a complete and accurate list of (i) each item of Company Intellectual Property (including domain names) that is registered with or subject to an application for registration with any Governmental Body that is, in each case, owned or filed by or on behalf of any Company Entity, (ii) each trade name, d/b/a, unregistered trademark, and unregistered service xxxx used by any Company Entity that is material to their respective businesses and (iii) any License Agreement governing Licensed IP. Such list shall contain, as applicable, (A) the name of all actual and recorded owners, (B) the jurisdiction in which the application or registration was made, (C) the application and registration numbers, and (D) the filing and registration, issue and application dates. The list pertaining to the License Agreements governing Licensed IP shall contain (x) the name and date of the license agreement pursuant to which such Licensed IP is licensed and (y) whether or not such License Agreement grants an exclusive license to any Company Entity. All registered Company Intellectual Property is valid, enforceable, subsisting and in full force and effect. (b) A Company Entity (i) owns, free and clear of all Liens, all right, title and interest in and to, or (ii) has valid and continuing rights to use, sell and license, all Intellectual Property, Software and other Technology that is material to the conduct of the business and operations of the Company Entities as presently conducted, including rights to develop, manufacture, use, market, sell, offer for sale, exploit and import all of the Company Products, and no Company Entity has received any written, or to the Knowledge of the Company, any non-written, notice from any Person asserting any claim to the contrary. The Company Intellectual Property owned by the Company Entities is owned solely and exclusively by the Company Entities. (c) To the Knowledge of the Company, the conduct of the business of the Company Entities, including the development, use, manufacture, marketing, sale and offer for sale of the Company Products and services of the Company Entities, has not infringed, misappropriated or otherwise violated, and does not infringe, misappropriate or otherwise violate any Intellectual Property of any Person. No Company Entity has received any written, or to the Knowledge of the Company, any non-written, notice of any claims that have been made against any Company Entity alleging the infringement, misappropriation or violation by any Company Entity of any Intellectual Property of any Person. Except as set forth on Section 4.13(c) of the Disclosure Schedule, to the Knowledge of the Company, no Person has infringed, misappropriated or otherwise violated any Company Intellectual Property owned by the Company Entities or any Licensed IP in any material respect, and there is no and has not been any Legal Proceeding pursuant to which any Company Entity or, to the Knowledge of the Company, any licensor to any Company Entity has alleged any such infringement, misappropriation or violation by any Person. (d) Each item of Company Intellectual Property owned by any Company Entity immediately subsequent to the Adjustment Time will be owned and available for use by the Company Entity on the same terms and conditions as are in effect immediately prior to the Adjustment Time. Except as set forth on Section 4.13(d) of the Disclosure Schedule, each item of Licensed IP will be licensed to and available for use by the Company Entities on the same terms and conditions as are in effect immediately prior to the Adjustment Time. (e) Except as set forth on Section 4.13(e) of the Disclosure Schedule, to the Knowledge of the Company, no Governmental Body owns or has rights to (or has the option to obtain such ownership or rights to) any Company Intellectual Property owned by any Company Entity, or, to the Knowledge of the Company, any Licensed IP. (f) Except as set forth on Schedule 4.13(f) of the Disclosure Schedule, there is no Legal Proceeding or other proceeding (including any interference, derivation, re-examination, opposition, cancellation, reissue or other post-grant proceeding, but excluding customary office actions issued by an application examiner with the United States Patent and Trademark Office or its foreign equivalent in the Ordinary Course of Business in connection with the prosecution of a pending application for a patent or a trademark registration) pending, threatened in writing or, to the Knowledge of the Company, verbally threatened, by any third party before any Governmental Body (including, without limitation, the United States Patent and Trademark Office or equivalent authority anywhere in the world) relating to any of the Company Intellectual Property or Licensed IP, nor has any claim or demand been made by any third party that (i) challenges the validity, enforceability, use, right to use, scope, duration, effectiveness or ownership of the Company Intellectual Property or Licensed IP or (ii) alleges any infringement, misappropriation, dilution, or other violation, or unfair competition or trade practices by the Company Entities of or regarding any Intellectual Property or Technology of any third party. (g) Except as disclosed in Section 4.13(g) of the Disclosure Schedule and except in respect of any Licensed IP pursuant to the License Agreements, no Company Entity is obligated to make any material payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Intellectual Property. (h) Section 4.13(h) of the Disclosure Schedule sets forth a form of confidentiality agreement (the “IP Agreements”) that the Company Entities have caused all current employees and all other Persons currently (i) involved in the conception, reduction to practice, creation or development of any Intellectual Property for the Company Entities, or (ii) who have access to any non-public Company Intellectual Property, to execute, except as set forth on Section 4.13(h) of the Disclosure Schedule. To the Knowledge of the Company, no material breach of any such IP Agreements has occurred or been threatened. (i) The Company Entities have taken commercially reasonable actions, consistent with current industry standards, to maintain and protect Company Intellectual Property, including the secrecy, confidentiality and value of their Trade Secrets and other confidential information.

Technology and Intellectual Property. (a) Section 4.13(a) of the Disclosure Schedule sets forth a complete and accurate list of (i) each item of Company Intellectual Property (including domain names) that is registered with or subject to an application for registration with any Governmental Body that is, in each case, owned or filed by or on behalf of any Company Entitythe Company, (ii) each trade name, d/b/a, unregistered trademark, and unregistered service xxxx used by any the Company Entity that is material to their respective businesses and (iii) any License Agreement governing Licensed IP. Such list shall contain, as applicable, (A) the name of all actual and recorded owners, (B) the jurisdiction in which the application or registration was made, (C) the application and registration numbers, and (D) the filing and registration, issue and application dates. The list pertaining to the License Agreements governing Licensed IP shall contain (x) the name and date of the license agreement pursuant to which such Licensed IP is licensed and (y) whether or not such License Agreement grants an exclusive license to any Company Entitythe Company. All registered Company Intellectual Property is valid, enforceable, subsisting and in full force and effect. (b) A The Company Entity (i) owns, free and clear of all Liens, all right, title and interest in and to, or (ii) has valid and continuing rights to use, sell and license, all Intellectual Property, Software and other Technology that is material to the conduct of the business and operations of the Company Entities as presently conducted, including rights to develop, manufacture, use, market, sell, offer for sale, exploit and import all of the Company Products, and no the Company Entity has not received any written, or to the Knowledge of the Company, any non-written, notice from any Person asserting any claim to the contrary. The Company Intellectual Property owned by the Company Entities is owned solely and exclusively by the Company EntitiesCompany. (c) To the Knowledge of the Company, the conduct of the business of the Company EntitiesCompany, including the development, use, manufacture, marketing, sale and offer for sale of the Company Products and services of the Company EntitiesCompany, has not infringed, misappropriated or otherwise violated, and does not infringe, misappropriate or otherwise violate any Intellectual Property of any Person. No The Company Entity has not received any written, or to the Knowledge of the Company, any non-written, notice of any claims that have been made against any the Company Entity alleging the infringement, misappropriation or violation by any the Company Entity of any Intellectual Property of any Person. Except as set forth on Section 4.13(c) of the Disclosure Schedule, to the Knowledge of the Company, no Person has infringed, misappropriated or otherwise violated any Company Intellectual Property owned by the Company Entities or any Licensed IP in any material respect, and there is no and has not been any Legal Proceeding pursuant to which any the Company Entity or, to the Knowledge of the Company, any licensor to any the Company Entity has alleged any such infringement, misappropriation or violation by any Person. (d) Each item of Company Intellectual Property owned by any the Company Entity immediately subsequent to the Adjustment Effective Time will be owned and available for use by the Company Entity on the same terms and conditions as are in effect immediately prior to the Adjustment Effective Time. Except as set forth on Section 4.13(d) of the Disclosure Schedule, each item of Licensed IP will be licensed to and available for use by the Company Entities on the same terms and conditions as are in effect immediately prior to the Adjustment Effective Time. (e) Except as set forth on Section 4.13(e) of the Disclosure Schedule, to the Knowledge of the Company, no Governmental Body owns or has rights to (or has the option to obtain such ownership or rights to) any Company Intellectual Property owned by any Company Entitythe Company, or, to the Knowledge of the Company, any Licensed IP. (f) Except as set forth on Schedule 4.13(f) of the Disclosure Schedule, there is no Legal Proceeding or other proceeding (including any interference, derivation, re-examination, opposition, cancellation, reissue or other post-grant proceeding, but excluding customary office actions issued by an application examiner with the United States Patent and Trademark Office or its foreign equivalent in the Ordinary Course of Business in connection with the prosecution of a pending application for a patent or a trademark registration) pending, threatened in writing or, to the Knowledge of the Company, verbally threatened, by any third party before any Governmental Body (including, without limitation, the United States Patent and Trademark Office or equivalent authority anywhere in the world) relating to any of the Company Intellectual Property or Licensed IP, nor has any claim or demand been made by any third party that (i) challenges the validity, enforceability, use, right to use, scope, duration, effectiveness or ownership of the Company Intellectual Property or Licensed IP or (ii) alleges any infringement, misappropriation, dilution, or other violation, or unfair competition or trade practices by the Company Entities of or regarding any Intellectual Property or Technology of any third party. (g) Except as disclosed in Section 4.13(g) of the Disclosure Schedule and except in respect of any Licensed IP pursuant to the License Agreements, no the Company Entity is not obligated to make any material payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Intellectual Property. (h) Section 4.13(h) of the Disclosure Schedule sets forth a form of confidentiality agreement (the “IP Agreements”) that the Company Entities have has caused all current employees and all other Persons currently (i) involved in the conception, reduction to practice, creation or development of any Intellectual Property for the Company EntitiesCompany, or (ii) who have access to any non-public Company Intellectual Property, to execute, except as set forth on Section 4.13(h) of the Disclosure Schedule. To the Knowledge of the Company, no material breach of any such IP Agreements has occurred or been threatened. (i) The Company Entities have has taken commercially reasonable actions, consistent with current industry standards, to maintain and protect Company Intellectual Property, including the secrecy, confidentiality and value of their Trade Secrets and other confidential information.

Technology and Intellectual Property. (a) Section 4.13(a3.13(a) of the Company Disclosure Schedule sets forth Schedules contains a true and complete and accurate list of the following with respect to the Company Owned Intellectual Property Rights (collectively, “Company Registered Intellectual Property Rights”): (i) all issued patents and patent applications, including the patent number or application number for each item of Company Intellectual Property jurisdiction in which filed, and date issued (including domain names) that is registered with or subject to an application for registration with any Governmental Body that is, in each case, owned or filed by or on behalf of any Company Entity, date filed); (ii) each all registered trademarks, service marks, trade name, d/b/a, unregistered trademarkdress, and unregistered service xxxx used by applications for registration of any Company Entity that is material to their respective businesses of the foregoing, including the registration number or application number for each jurisdiction in which filed, and date of such registration or application; (iii) any License Agreement governing Licensed IP. Such list shall containall registered copyrights, as applicableincluding the registration number for each jurisdiction in which registered, and date of such registration; and (Aiv) all domain name registrations, including the name of all actual and recorded owners, (B) the jurisdiction in which the application registry or registration was made, (C) the application and registration numbers, and (D) the filing and registration, issue and application dates. The list pertaining to the License Agreements governing Licensed IP shall contain (x) the name and date of the license agreement pursuant to which such Licensed IP is licensed and (y) whether or not such License Agreement grants an exclusive license to any Company Entity. All registered Company Intellectual Property is valid, enforceable, subsisting and in full force and effectissuer. (b) A To Company’s knowledge, all Company Entity Registered Intellectual Property Rights are valid, enforceable and subsisting. There are no interferences, re-examinations, or oppositions pending or to Company’s knowledge threatened, involving any of the material Company Registered Intellectual Property Rights. (c) Section 3.13(c) of the Company Disclosure Schedules contains a true and complete list of: (i) ownsOut-Licenses of any Company Intellectual Property, free including any such Out-License that grants any rights to modify or create derivative works of any material Company Owned Intellectual Property (in each case, other than Customer and clear Partner Licenses or Contracts where the license or rights granted by the applicable Group Company are ancillary to the main purpose of the Contract); (ii) In-Licenses of any Intellectual Property (other than Off-the-Shelf Software Licenses or Contracts where the license or rights granted to the applicable Group Company are ancillary to the main purpose of the Contract); (iii) all LiensContracts limiting or restricting in any material respect the use or enforcement or exploitation of any Company Owned Intellectual Property by any Group Company, including any such settlement, co-existence, consent to use and standstill agreements, but excluding non-exclusive Out-Licenses entered into in the ordinary course of business and (iv) all Contracts relating to the acquisition, divestiture, or development of material Company Owned Intellectual Property (other than any Contract between a Group Company and an employee or contractor entered into on such Group Company’s then current standard form of invention assignment and confidentiality agreement, a copy of which has been made available to Cascadia (or any other form that does not deviate from such standard form in any material respect to Intellectual Property-related provisions)). (d) Section 3.13(d) of the Company Disclosure Schedules lists all current material Company Products made commercially available by any Group Company. (e) Each Group Company (i) exclusively owns all right, title and interest in and toto the Intellectual Property that it purports to own free and clear of Liens (other than Permitted Liens) or any requirement of any past, present, or future royalty or other payments, and (ii) possesses adequate and enforceable rights or a license to use all Company Licensed Intellectual Property used in or necessary for the operation of such Group Company’s business as currently conducted, free and clear of Liens (other than Permitted Liens). (f) To the Company’s knowledge, neither any Group Company nor the operation of any Group Company’s business as currently conducted directly or indirectly infringes, violates, interferes with, or misappropriates any Intellectual Property Rights of any Person or constitutes unfair competition or unfair trade practice. To Company’s knowledge, no Person, including any current or former employee, consultant, or contractor of any Group Company, has infringed, violated, or misappropriated, or is infringing, violating, or misappropriating, any Company Owned Intellectual Property during the past three (3) years, and no Group Company has sent written notice of or brought any Proceeding alleging that any of the foregoing activities have occurred during the past three (3) years. (g) No Proceedings are pending, and no Group Company has received written notice during the past three (3) years of any threatened Proceeding (i) challenging the validity, enforceability, ownership or registrability by any Group Company of any issued or registered Company Registered Intellectual Property Rights or, to the Company’s knowledge, the use or ownership of any Company Owned Intellectual Property, or (ii) has valid and continuing rights to usealleging that any Group Company or the operation of a Group Company’s business infringes, sell and licenseviolates, all or misappropriates any other Person’s Intellectual Property, Software and other Technology that is material to Property Rights or constitutes unfair competition or unfair trade practices under the conduct Laws of the business and operations of the Company Entities as presently conducted, including rights to develop, manufacture, use, market, sell, offer for sale, exploit and import all of the Company Products, and no Company Entity has received any written, or to the Knowledge of the Company, any non-written, notice from any Person asserting any claim to the contrary. The Company Intellectual Property owned by the Company Entities is owned solely and exclusively by the Company Entitiesapplicable jurisdiction. (c) To the Knowledge of the Company, the conduct of the business of the Company Entities, including the development, use, manufacture, marketing, sale and offer for sale of the Company Products and services of the Company Entities, has not infringed, misappropriated or otherwise violated, and does not infringe, misappropriate or otherwise violate any Intellectual Property of any Person. No Company Entity has received any written, or to the Knowledge of the Company, any non-written, notice of any claims that have been made against any Company Entity alleging the infringement, misappropriation or violation by any Company Entity of any Intellectual Property of any Person. Except as set forth on Section 4.13(c) of the Disclosure Schedule, to the Knowledge of the Company, no Person has infringed, misappropriated or otherwise violated any Company Intellectual Property owned by the Company Entities or any Licensed IP in any material respect, and there is no and has not been any Legal Proceeding pursuant to which any Company Entity or, to the Knowledge of the Company, any licensor to any Company Entity has alleged any such infringement, misappropriation or violation by any Person. (d) Each item of Company Intellectual Property owned by any Company Entity immediately subsequent to the Adjustment Time will be owned and available for use by the Company Entity on the same terms and conditions as are in effect immediately prior to the Adjustment Time. Except as set forth on Section 4.13(d) of the Disclosure Schedule, each item of Licensed IP will be licensed to and available for use by the Company Entities on the same terms and conditions as are in effect immediately prior to the Adjustment Time. (eh) Except as set forth on in Section 4.13(e3.13(h) of the Company Disclosure Schedule, to the Knowledge of the CompanySchedules, no Governmental Body owns or has rights to (or has Person other than the option to obtain such ownership or rights to) Group Companies possess any Company Intellectual Property owned by any Company Entity, or, to the Knowledge of the Company, any Licensed IP. (f) Except as set forth on Schedule 4.13(f) of the Disclosure Schedule, there is no Legal Proceeding or other proceeding (including any interference, derivation, re-examination, opposition, cancellation, reissue or other post-grant proceeding, but excluding customary office actions issued by an application examiner with the United States Patent and Trademark Office or its foreign equivalent in the Ordinary Course of Business in connection with the prosecution of a pending application for a patent or a trademark registration) pending, threatened in writing or, to the Knowledge of the Company, verbally threatened, by any third party before any Governmental Body (including, without limitation, the United States Patent and Trademark Office or equivalent authority anywhere in the world) relating to any of the Company Intellectual Property or Licensed IP, nor has any claim or demand been made by any third party that (i) challenges the validity, enforceability, use, right to use, scope, duration, effectiveness or ownership of the Company Intellectual Property or Licensed IP or (ii) alleges any infringement, misappropriation, dilution, or other violation, or unfair competition or trade practices by the Company Entities of or regarding any Intellectual Property or Technology of any third party. (g) Except as disclosed in Section 4.13(g) of the Disclosure Schedule and except in respect of any Licensed IP pursuant to the License Agreements, no Company Entity is obligated to make any material payments by way of royalties, fees or otherwise to any owner or licensor copies of, or other claimant any current or contingent rights of any kind to, any source code of any material Software included in Company Owned Intellectual Property, and no Group Company has granted any current or contingent rights of any kind to, or has disclosed, licensed, escrowed, or made available, or has any duty or obligation (whether present, contingent, or otherwise) to disclose, license, escrow, or make available, any source code of any material Software that is part of any Company Owned Intellectual Property. (hi) Section 4.13(h) of the Disclosure Schedule sets forth a form of confidentiality agreement (the “IP Agreements”) that All current and former Company employees or consultants, contractors and any other Persons who have contributed to or created any portion of, or otherwise have any rights in or to, any Intellectual Property purported to be owned by the Company Entities have caused executed written Contracts assigning to the Company all current employees of their Intellectual Property Rights in or to such Intellectual Property, except to the extent ownership of all such Intellectual Property Rights otherwise vests with the Company by operation of law. (j) Each Group Company has taken commercially reasonable steps to protect its rights in and all the confidentiality of trade secrets and other confidential information, including source code of Software included in the Company Owned Intellectual Property (both of such Group Company and that of third parties that such Group Company has received under an obligation of confidentiality). All employees, consultants, contractors, and other Persons currently with whom any Group Company has shared trade secrets or other material confidential information are under a contractual, legal, or enforceable ethical obligation to maintain the confidentiality of such trade secrets or other material confidential information, and to the Company’s knowledge, no Person is in breach of such confidentiality obligations. (k) No Group Company has used or distributed any Open Source Software in manner that would require any Group Company (i) involved to disclose or distribute the source code of any material Software included in the conceptionCompany Owned Intellectual Property, reduction (ii) to practicecontribute any material Software included in the Company Owned Intellectual Property to any open source project, or (iii) to make available to licensees at no cost any material Software included in the Company Owned Intellectual Property (including for the purpose of making additional copies or derivative works). During the past three (3) years, each Group Company has at all times maintained policies and procedures regarding the use of Open Source Software by applicable Group Company employees, consultants and contractors, including policies regarding integration of Open Source Software with proprietary Software and policies to ensure compliance with Open Source Software licenses. (l) No Group Company is a member of any standards-setting organization (including any group or organization, such as special interest groups, forums, consortia, committees, working groups or associations) that develops (or attempts to develop), adopts or publishes technical standards or specifications for a product, platform or process in furtherance of common design or interoperability among products employing such standards or specifications. No Group Company has participated (nor authorized any consultant or employee of any Group Company to participate) in any standards-setting that would affect the proprietary nature of any Company Owned Intellectual Property or restrict the ability of any Group Company to use, enforce, license or exclude others from using or licensing any Company Owned Intellectual Property on any terms proposed by any Group Company. There is no existing obligation imposed by any standards-setting organization on any Group Company, or attached to or imposed on any Company Owned Intellectual Property, including to license or agree to license, covenant not to sue, or withhold enforcement on Company Owned Intellectual Property. (m) No funding, facilities, personnel, or other resources of any Governmental Entity or any university, college or other educational institution, research center, or non-profit organization were used, directly or indirectly, to develop or create, in whole or in part, any Company Owned Intellectual Property. No current or former employee or independent contractor of any Group Company who contributed to the creation or development of any Company Owned Intellectual Property has performed services of any kind, whether on a full or part- time or paid or volunteer basis, for any Governmental Entity or any university, college, or other educational institution, research center, or non-profit organization during a period of time during which such employee or independent contractor was also performing services for any Group Company. No Governmental Entity has any rights to Company Owned Intellectual Property. (n) Neither the execution, delivery, or performance of this Agreement (or any exhibit or schedule thereto), nor the consummation of any of the other agreements contemplated by this Agreement will (i) result in the breach of, or create on behalf of any third party the right to terminate or modify, any Contract required to be set forth in Section 3.13(c) of the Company EntitiesDisclosure Schedules, or (ii) who have access result in the loss, termination or impairment of any rights of any Group Company in any Intellectual Property; or (iii) result in the grant, assignment, or transfer to any non-public other Person of any license or other right or interest under, to, or in any Company Owned Intellectual Property, to execute, except as set forth on Section 4.13(h) of the Disclosure Schedule. To the Knowledge of the Company, no material breach of any such IP Agreements has occurred or been threatened. (i) The Company Entities have taken commercially reasonable actions, consistent with current industry standards, to maintain and protect Company Intellectual Property, including the secrecy, confidentiality and value of their Trade Secrets and other confidential information.