Common use of Trademarks, Trade Names and Copyrights Clause in Contracts

Trademarks, Trade Names and Copyrights. Except as disclosed on SCHEDULE 5.9 or included in Excluded Assets, no Consolidated Entity or Non-Consolidated Entity owns or uses any patent, patent right or copyright that is material to the operation of the Systems, and none of the Consolidated Entities or Non-Consolidated Entities is a party to any patent or copyright license or royalty agreement that is material to its operation of the Systems, except for software licenses, licenses in respect of program material and obligations under the Copyright Act applicable to cable television systems generally. Except as disclosed on SCHEDULE 5.9, the Consolidated Entities and the Non-Consolidated Entities possess or have the right to use, and as of the Closing Date Cable Sub and its Subsidiaries will possess or have the right to use, all Intangibles used in the operation and conduct of the business of the Systems without any conflicts with the rights of others that, individually or in the aggregate, would have a Material Adverse Effect. With respect to the Intangibles, either (i) as of the date hereof, the Consolidated Entities and the Non-Consolidated Entities own, and, as of the Closing Date, Cable Sub and its Subsidiaries will own, such Intangibles, free and clear of all Encumbrances, except for Permitted Encumbrances and Encumbrances listed on EXHIBIT C (which Encumbrances listed on EXHIBIT C will be released prior to the Closing), or (ii) as of the date hereof, the Consolidated Entities and the Non-Consolidated Entities have, and, as of the Closing Date, Cable Sub and its Subsidiaries will have, the valid and enforceable right to use such Intangibles. None of the Consolidated Entities or Non-Consolidated Entities is aware that it is infringing upon or otherwise acting adversely to any trademarks, trade names, copyrights, patents, patent applications, know-how, methods or processes owned by any other Person, and there is no claim or action pending, or to the knowledge of any of the Consolidated Entities or Non-Consolidated Entities, threatened, with respect thereto, except for any infringement, claims or actions that would not, individually or in the aggregate, have a Material Adverse Effect.

Trademarks, Trade Names and Copyrights. Except 7.1 ProAdvisor agrees to carefully follow the requirements set forth herein in order to ensure that all advertising, marketing, promotional, web and trade show materials conform to the following trademark usage guidelines (the “Trademark Usage Guidelines”) so that customers are not confused as disclosed to the relationship between ProAdvisor and Intuit and so that end user customers receive a clear and consistent marketing message about Intuit Services. 7.2 During the term of this Agreement, Intuit hereby grants to licensee the limited, non-exclusive, non-sublicenseable, revocable right and license to display the trademarks and logos (the “Intuit Marks”) and Intuit images (the “Intuit Images”), solely for the purpose of, and in direct connection with, ProAdvisor's advertisement, promotion, sale, and licensing of such Intuit Services. All such advertisement, promotion, sale, and licensing must comply with this Agreement and the Trademark Usage Guidelines and the Member Guide, as may be modified by Intuit from time to time. For the avoidance of doubt, Intuit Images include, without limitation, the box art, the web site descriptions and get up of Intuit products and the Intuit Services. 7.3 ProAdvisor will include on SCHEDULE 5.9 each copy of any materials that it creates regarding or referring to Intuit Services, all trademark, copyright and other notices included by Intuit on Intuit Services or required to be so included by Intuit from time to time. The appropriate ownership legend must also be displayed at least once in Excluded Assetsany materials where the QuickBooks name is mentioned. Such legend must read as follows: “QuickBooks is a registered trademark of Intuit Inc.” ProAdvisor agrees not to alter, erase, deface or obscure any such notice on anything provided by Intuit. The QuickBooks® trademark must appear with the “®” symbol directly next to the xxxx as shown. 7.4 ProAdvisor acknowledges that it has paid no Consolidated Entity consideration for the use of the Intuit Marks or Non-Consolidated Entity owns or uses Intuit Images, and nothing contained in this Agreement will give ProAdvisor any patent, patent right or copyright that is material to the operation interest in any of the Systems, and none of the Consolidated Entities or Non-Consolidated Entities is a party to any patent or copyright license or royalty agreement that is material to its operation of the Systemsthem, except for the limited rights to display the Intuit Marks or Intuit Images in connection with the distribution of Intuit Services, during the Term, as set forth in this Agreement. ProAdvisor acknowledges that Intuit owns and retains all intellectual property rights in the Intuit Marks and Intuit Images, as well as in all Intuit Services, and agrees that it will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity or enforceability of any trademark, image, logo, trade name, trade secret, copyright or patent belonging to or licensed by Intuit (including, without limitation, any act, or assistance to any act, which may infringe or lead to the infringement of any copyright in Intuit Services) or attempt to grant any right therein. As part of such obligation, ProAdvisor will not register any xxxx, logo, trade name, ProAdvisor name, domain name, screen name or other source indicator which might be reasonably understood to refer to any Intuit Services, including any xxxx, logo, trade name or the like containing the words, acronyms or prefixes “intui”, “intuit”, “tuit”, “quick”, “quickbooks”, “qb”, “turbotax”, “proadvisor”, Mint, “gopay” or “gopayment (or phonetic equivalents)” (the “Intuit Names”). ProAdvisor further agrees that ProAdvisor will use all Intuit Services provided by Intuit strictly in accordance with the Terms of Service for such software licensesand with all applicable laws including, licenses without limitation, United States copyright laws. ProAdvisor further agrees not to attach any additional trademarks, logos, trade designations or other legends to any Intuit Services without the prior written consent of Intuit. ProAdvisor further agrees not to affix any Intuit trademark, logo or trade name to any non-Intuit product or service. Any use of Intuit Marks, Intuit Images or other Intuit-owned names and logos as part of ProAdvisor’s own source identifiers, or in respect a way that might create confusion with the Intuit Marks, Intuit Images or Intuit-owned names, is prohibited. 7.5 Upon expiration or termination of program material this Agreement, ProAdvisor will immediately cease all display, advertising and obligations under use of all Intuit Marks, Intuit Images and other Intuit-owned designations (including the Copyright Act Intuit name or the names of any Intuit Services) and will not thereafter use, advertise or display any name, xxxx or logo which is, or any part of which is, similar to or confusing with any such Intuit Marks, Intuit Images or other Intuit-owned designations associated with any Intuit Services. 7.6 Intuit reserves the right to object to any uses or misuses of the Intuit Marks which it deems, in its sole discretion, to be inappropriate or to constitute a violation of applicable law. In the event that Intuit finds any such improper use or misuse to cable television systems generally. Except as disclosed on SCHEDULE 5.9be intentional, the Consolidated Entities and the Non-Consolidated Entities possess or Intuit shall have the right to usetake any and all appropriate action up to and including termination of ProAdvisor’s participation in the Program. ProAdvisor agrees to reasonably cooperate without fee or charge in Intuit's efforts to protect its intellectual property rights, and as of the Closing Date Cable Sub and its Subsidiaries will possess make any modifications or have the right to use, all Intangibles used in the operation and conduct of the business of the Systems without any conflicts with the rights of others that, individually or in the aggregate, would have a Material Adverse Effect. With respect to the Intangibles, either (i) as of the date hereof, the Consolidated Entities and the Non-Consolidated Entities own, and, as of the Closing Date, Cable Sub and its Subsidiaries will own, such Intangibles, free and clear of all Encumbrances, except for Permitted Encumbrances and Encumbrances listed on EXHIBIT C (which Encumbrances listed on EXHIBIT C will be released prior to the Closing), or (ii) as of the date hereof, the Consolidated Entities and the Non-Consolidated Entities have, and, as of the Closing Date, Cable Sub and its Subsidiaries will have, the valid and enforceable right to use such Intangibles. None of the Consolidated Entities or Non-Consolidated Entities is aware that it is infringing upon or otherwise acting adversely alterations to any trademarksof its content that contains or makes reference to Intuit Marks or Intuit Names, trade names, copyrights, patents, patent applications, know-how, methods or processes owned by any other Person, and there is no claim or action pending, or upon request. ProAdvisor agrees to the knowledge notify Intuit immediately in writing of any breach of the Consolidated Entities or Non-Consolidated Entities, threatened, with respect thereto, except for any infringement, claims or actions Intuit's intellectual property rights that would not, individually or in the aggregate, have a Material Adverse Effectcomes to ProAdvisor’s attention.

Trademarks, Trade Names and Copyrights. Except 6.1 Company agrees to carefully follow the requirements set forth herein in order to ensure that all advertising, marketing, promotional, web and trade show materials conform to the following trademark usage guidelines (the “Trademark Usage Guidelines”) so that customers are not confused as disclosed to the relationship between Company and Intuit and so that end user customers receive a clear and consistent marketing message about Intuit Services. 6.2 During the term of this Agreement, Intuit hereby grants to licensee the limited, non-exclusive, non- sublicenseable, revocable right and license to display the trademarks and logos (the “Intuit Marks”) and Intuit images (the “Intuit Images”), solely for the purpose of, and in direct connection with, Company's advertisement, promotion, sale, and licensing of such Intuit Services. All such advertisement, promotion, sale, and licensing must comply with this Agreement and the Trademark Usage Guidelines and the Member Guide, as may be modified by Intuit from time to time. For the avoidance of doubt, Intuit Images include, without limitation, the box art, the web site descriptions and get up of Intuit products and the Intuit Services. 6.3 Company will include on SCHEDULE 5.9 each copy of any materials that it creates regarding or referring to Intuit Services, all trademark, copyright and other notices included by Intuit on Intuit Services or required to be so included by Intuit from time to time. The appropriate ownership legend must also be displayed at least once in Excluded Assetsany materials where the QuickBooks name is mentioned. Such legend must read as follows: “QuickBooks is a registered trademark of Intuit Inc.” Company agrees not to alter, erase, deface or obscure any such notice on anything provided by Intuit. The QuickBooks® trademark must appear with the “®” symbol directly next to the xxxx as shown. 6.4 Company acknowledges that it has paid no Consolidated Entity consideration for the use of the Intuit Marks or Non-Consolidated Entity owns or uses Intuit Images, and nothing contained in this Agreement will give Company any patent, patent right or copyright that is material to the operation interest in any of the Systems, and none of the Consolidated Entities or Non-Consolidated Entities is a party to any patent or copyright license or royalty agreement that is material to its operation of the Systemsthem, except for the limited rights to display the Intuit Marks or Intuit Images in connection with the distribution of Intuit Services, during the Term, as set forth in this Agreement. Company acknowledges that Intuit owns and retains all intellectual property rights in the Intuit Marks and Intuit Images, as well as in all Intuit Services, and agrees that it will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity or enforceability of any trademark, image, logo, trade name, trade secret, copyright or patent belonging to or licensed by Intuit (including, without limitation, any act, or assistance to any act, which may infringe or lead to the infringement of any copyright in Intuit Services) or attempt to grant any right therein. As part of such obligation, Company will not register any xxxx, logo, trade name, company name, domain name, screen name or other source indicator which might be reasonably understood to refer to any Intuit Services, including any xxxx, logo, trade name or the like containing the words, acronyms or prefixes “intui”, “intuit”, “tuit”, “quick”, “quickbooks”, “qb”, “turbotax”, “proadvisor”, Mint, “gopay” or “gopayment (or phonetic equivalents)” (the “Intuit Names”). Company further agrees that Company will use all Intuit Services provided by Intuit strictly in accordance with the software licenseslicense agreement accompanying such software and with all applicable laws including, licenses without limitation, United States copyright laws. Company further agrees not to attach any additional trademarks, logos, trade designations or other legends to any Intuit Services without the prior written consent of Intuit. Company further agrees not to affix any Intuit trademark, logo or trade name to any non- Intuit product or service. Any use of Intuit Marks, Intuit Images or other Intuit-owned names and logos as part of Company’s own source identifiers, or in respect a way that might create confusion with the Intuit Marks, Intuit Images or Intuit-owned names, is prohibited. 6.5 Upon expiration or termination of program material this Agreement, Company will immediately cease all display, advertising and obligations under use of all Intuit Marks, Intuit Images and other Intuit-owned designations (including the Copyright Act Intuit name or the names of any Intuit Services) and will not thereafter use, advertise or display any name, xxxx or logo which is, or any part of which is, similar to or confusing with any such Intuit Marks, Intuit Images or other Intuit-owned designations associated with any Intuit Services. 6.6 Intuit reserves the right to object to any uses or misuses of the Intuit Marks which it deems, in its sole discretion, to be inappropriate or to constitute a violation of applicable law. In the event that Intuit finds any such improper use or misuse to cable television systems generally. Except as disclosed on SCHEDULE 5.9be intentional, the Consolidated Entities and the Non-Consolidated Entities possess or Intuit shall have the right to usetake any and all appropriate action up to and including termination of Company’s participation in the Program. Company agrees to reasonably cooperate without fee or charge in Intuit's efforts to protect its intellectual property rights, and as of the Closing Date Cable Sub and its Subsidiaries will possess make any modifications or have the right to use, all Intangibles used in the operation and conduct of the business of the Systems without any conflicts with the rights of others that, individually or in the aggregate, would have a Material Adverse Effect. With respect to the Intangibles, either (i) as of the date hereof, the Consolidated Entities and the Non-Consolidated Entities own, and, as of the Closing Date, Cable Sub and its Subsidiaries will own, such Intangibles, free and clear of all Encumbrances, except for Permitted Encumbrances and Encumbrances listed on EXHIBIT C (which Encumbrances listed on EXHIBIT C will be released prior to the Closing), or (ii) as of the date hereof, the Consolidated Entities and the Non-Consolidated Entities have, and, as of the Closing Date, Cable Sub and its Subsidiaries will have, the valid and enforceable right to use such Intangibles. None of the Consolidated Entities or Non-Consolidated Entities is aware that it is infringing upon or otherwise acting adversely alterations to any trademarksof its content that contains or makes reference to Intuit Marks or Intuit Names, trade names, copyrights, patents, patent applications, know-how, methods or processes owned by any other Person, and there is no claim or action pending, or upon request. Company agrees to the knowledge notify Intuit immediately in writing of any breach of the Consolidated Entities or Non-Consolidated Entities, threatened, with respect thereto, except for any infringement, claims or actions Intuit's intellectual property rights that would not, individually or in the aggregate, have a Material Adverse Effectcomes to Company’s attention.

Trademarks, Trade Names and Copyrights. Except 11.1 During the term of this Agreement, ESP is authorized by Intuit to use the trademarks, tradenames and logos (the “Intuit Marks”) and product box images (the “Intuit Images”) that Intuit uses for the Products solely in connection with ESP's advertisement, promotion and sale of the Products, in accordance with this Agreement, including the Intuit Trademark Usage Guidelines (attached hereto as disclosed Exhibit B), and as approved in advance by Intuit. ESP's use of such trademarks will be in accordance with Intuit's policies in effect from time to time. 11.2 ESP will include on SCHEDULE 5.9 each copy of any materials that it creates regarding or included in Excluded Assets, no Consolidated Entity or Non-Consolidated Entity owns or uses any patent, patent right or copyright that is material referring to the operation Products all trademark, copyright and other notices included by Intuit on the Products or requested to be so included by Intuit from time to time. ESP agrees not to alter, erase, deface or obscure any such notice on anything provided by Intuit. 11.3 ESP has paid no consideration for the use of the SystemsIntuit's trademarks, logos, copyrights, trade secrets, trade names or designations, and none nothing contained in this Agreement will give ESP any interest in any of them. ESP acknowledges that Intuit owns and retains all intellectual property rights in all the Consolidated Entities Products, and agrees that it will not at any time during or Non-Consolidated Entities is a party after this Agreement assert or claim any interest in or do anything that may adversely affect the validity or enforceability of any trademark, trade name, trade secret, copyright or logo belonging to or licensed by Intuit (including, without limitation, any act, or assistance to any patent act, which may infringe or lead to the infringement of any copyright license in the Products) or royalty agreement that is material attempt to its operation grant any right therein. ESP agrees not to attach any additional trademarks, logos, trade designations or other legends to any Product without the prior written consent of the SystemsIntuit. ESP further agrees not to affix any Intuit trademark, except for software licenseslogo or trade name to any non-Intuit product. 11.4 Upon expiration or termination of this Agreement, licenses in respect ESP will immediately cease all display, advertising and use of program material all Intuit names, marks, logos and obligations under the Copyright Act applicable designations and will not thereafter use, advertise or display any name, xxxx or logo which is, or any part of which is, similar to cable television systems generally. Except as disclosed on SCHEDULE 5.9, the Consolidated Entities and the Non-Consolidated Entities possess or have confusing with any such designation associated with any Product. 11.5 Intuit reserves the right to use, and as of the Closing Date Cable Sub and its Subsidiaries will possess or have the right to use, all Intangibles used in the operation and conduct of the business of the Systems without any conflicts with the rights of others that, individually or in the aggregate, would have a Material Adverse Effect. With respect to the Intangibles, either (i) as of the date hereof, the Consolidated Entities and the Non-Consolidated Entities own, and, as of the Closing Date, Cable Sub and its Subsidiaries will own, such Intangibles, free and clear of all Encumbrances, except for Permitted Encumbrances and Encumbrances listed on EXHIBIT C (which Encumbrances listed on EXHIBIT C will be released prior to the Closing), or (ii) as of the date hereof, the Consolidated Entities and the Non-Consolidated Entities have, and, as of the Closing Date, Cable Sub and its Subsidiaries will have, the valid and enforceable right to use such Intangibles. None of the Consolidated Entities or Non-Consolidated Entities is aware that it is infringing upon or otherwise acting adversely object to any uses or misuses of its trademarks, trade names, copyrights, patents, patent applications, know-how, methods or processes owned by any other Person, and there is no claim or action pending, or . ESP agrees to the knowledge of any of the Consolidated Entities or Non-Consolidated Entities, threatened, with respect thereto, except for any infringement, claims or actions that would not, individually or reasonably cooperate without charge in the aggregate, have a Material Adverse Effect.Intuit's efforts to protect its intellectual property rights. ESP agrees to

Trademarks, Trade Names and Copyrights. Except as disclosed 13.1 During the term of this Agreement, Distributor is authorized by Macromedia to use the trademarks Macromedia uses for the Products solely in connection with Distributor’s advertisement, promotion and distribution of the Products. Distributor’s use of such trademarks and logos will be in accordance with Macromedia’s written policies in effect from time to time, including but not limited to trademark usage Guidelines at xxx.xxxxxxxxxx.xxx. 13.2 As both a covenant by Distributor and a condition of Macromedia’s authorization of Distributor’s distribution, Distributor will include on SCHEDULE 5.9 each copy of any materials that it creates regarding or included in Excluded Assets, no Consolidated Entity or Non-Consolidated Entity owns or uses any patent, patent right or copyright that is material referring to the operation Products all trademark, copyright and other notices of proprietary rights included by Macromedia on the SystemsProducts or requested to be so included by Macromedia from time to time. Distributor agrees not to alter, and none erase, deface or obscure any such notice on anything provided by Macromedia. 13.3 Distributor has paid no consideration for the use of the Consolidated Entities or Non-Consolidated Entities is a party to any patent or copyright license or royalty agreement that is material to its operation of the Systems, except for software licenses, licenses in respect of program material and obligations under the Copyright Act applicable to cable television systems generally. Except as disclosed on SCHEDULE 5.9, the Consolidated Entities and the Non-Consolidated Entities possess or have the right to use, and as of the Closing Date Cable Sub and its Subsidiaries will possess or have the right to use, all Intangibles used in the operation and conduct of the business of the Systems without any conflicts with the rights of others that, individually or in the aggregate, would have a Material Adverse Effect. With respect to the Intangibles, either (i) as of the date hereof, the Consolidated Entities and the Non-Consolidated Entities own, and, as of the Closing Date, Cable Sub and its Subsidiaries will own, such Intangibles, free and clear of all Encumbrances, except for Permitted Encumbrances and Encumbrances listed on EXHIBIT C (which Encumbrances listed on EXHIBIT C will be released prior to the Closing), or (ii) as of the date hereof, the Consolidated Entities and the Non-Consolidated Entities have, and, as of the Closing Date, Cable Sub and its Subsidiaries will have, the valid and enforceable right to use such Intangibles. None of the Consolidated Entities or Non-Consolidated Entities is aware that it is infringing upon or otherwise acting adversely to any Macromedia’s trademarks, trade nameslogos, copyrights, patentstrade secrets, patent applications, know-how, methods trade names or processes owned by any other Persondesignations, and there is no nothing contained in this Agreement will give Distributor any interest in any of them. Distributor acknowledges that Macromedia owns and retains all copyrights and other proprietary rights in all the Products, and agrees that it will not at any time during or after this Agreement assert or claim any interest in or action pendingdo anything that may adversely affect the validity or enforceability of any trademark, trade name, trade secret, copyright or logo belonging to or licensed to Macromedia (including, without limitation, any act, or assistance to any act, which may infringe or lead to the knowledge infringement of any of the Consolidated Entities or Non-Consolidated Entities, threatened, with respect thereto, except for any infringement, claims or actions that would not, individually or copyright in the aggregateProducts) or attempt to grant any right therein. Distributor agrees not to attach any additional trademarks, have a Material Adverse Effectlogos, trade designations or other legends to any Product without the prior written consent of Macromedia. Distributor further agrees not to affix any Macromedia trademark, logo or trade name to any non-Macromedia product. 13.4 Except to the extent permitted pursuant to Section 11.4 hereof, upon termination of this Agreement, Distributor will forthwith cease all display, advertising and use of all Macromedia names, marks, logos and designations and will not thereafter use, advertise or display any name, make or logo which is, or any part of which is, similar to or confusing with any such designation associated with any Product. 13.5 Distributor agrees to cooperate at Macromedia’s expense in Macromedia’s efforts to protect its proprietary rights. Distributor agrees to notify Macromedia of any known or suspected breach of Macromedia’s proprietary rights that comes to Distributor’s attention.

Trademarks, Trade Names and Copyrights. Except as disclosed a) During the term of this Agreement, DT is authorized by XXXXXXX to use the trademarks XXXXXXX uses for XXXXXXX Products in connection with DT'S advertisement, promotion and distribution of XXXXXXX Products and DT Products. Such usage is subject to approval by XXXXXXX before use of said trademark. b) As both a covenant by DT and a condition of XXXXXXX'X authorization of DT'S distribution, DT will include on SCHEDULE 5.9 each copy of the XXXXXXX Products and/or DT Products that it distributes, and on all containers and storage media therefore, all trademark, copyright and other notices of proprietary rights included by XXXXXXX on such XXXXXXX Products and/or DT Products unless such products are manufactured under the DT'S trademarks solely. DT agrees not to alter, erase, deface or included overprint any such notice on anything provided by XXXXXXX. c) DT has paid no consideration for the use of XXXXXXX'X trademarks, logos, copyrights, trade secrets, trade names or designations, and nothing contained in Excluded Assetsthis Agreement shall give DT any interest in any of them. DT acknowledges that XXXXXXX owns and retains all proprietary rights in all XXXXXXX Products and DT Products, no Consolidated Entity and agrees that it will not at any time during or Non-Consolidated Entity owns after this Agreement assert or uses claim any patentinterest in or do anything that may adversely affect the validity or enforceability of any trademark, patent right trade name, trade secret, copyright or copyright that is material logo belonging to or licensed to XXXXXXX (including, without limitation, any act, or assistance to any act, which may infringe or lead to the operation infringement of any copyright in the SystemsXXXXXXX Products), and none of the Consolidated Entities except as provided for herein. DT agrees not to attach any additional trademarks, logos or Non-Consolidated Entities is a party trade designations to any patent XXXXXXX Product or copyright license or royalty agreement that DT Product, unless such DT Product is material to its operation manufactured without the use of the Systems, except for software licenses, licenses in respect of program material and obligations under the Copyright Act applicable to cable television systems generally. Except as disclosed on SCHEDULE 5.9, the Consolidated Entities and the Non-Consolidated Entities possess or have the right to use, and as of the Closing Date Cable Sub and its Subsidiaries will possess or have the right to use, all Intangibles used in the operation and conduct of the business of the Systems without any conflicts with the rights of others that, individually or in the aggregate, would have a Material Adverse Effect. With respect to the Intangibles, either (i) as of the date hereof, the Consolidated Entities and the Non-Consolidated Entities own, and, as of the Closing Date, Cable Sub and its Subsidiaries will own, such Intangibles, free and clear of all Encumbrances, except for Permitted Encumbrances and Encumbrances listed on EXHIBIT C (which Encumbrances listed on EXHIBIT C will be released prior to the Closing), or (ii) as of the date hereof, the Consolidated Entities and the Non-Consolidated Entities have, and, as of the Closing Date, Cable Sub and its Subsidiaries will have, the valid and enforceable right to use such Intangibles. None of the Consolidated Entities or Non-Consolidated Entities is aware that it is infringing upon or otherwise acting adversely to any XXXXXXX trademarks, trade names or copyrights. d) Upon expiration or termination of this Agreement, DT will forthwith cease all display, advertising and use of all XXXXXXX names, copyrightsmarks, patentslogos and designations. e) DT agrees to use reasonable efforts to protect XXXXXXX'X proprietary rights and to cooperate fully in XXXXXXX'X effort to protect its proprietary rights. Such efforts do not however include any payment for enforcement of such rights. f) DT understands and agrees that XXXXXXX will suffer irreparable harm in the event that DT fails to materially comply with any of its obligations pursuant to this Section 6, patent applicationsand that monetary damages in such event would be substantial and inadequate to compensate XXXXXXX. Consequently, know-howin such event XXXXXXX shall be entitled, methods in addition to such monetary relief as may be recoverable by law, to such temporary, preliminary and/or permanent injunctive relief as may be necessary to restrain any continuing or processes further material breach by DT, without showing or proving any actual damages sustained by XXXXXXX. g) DT shall promptly report to XXXXXXX any known breach by any Person, of the Agreement, of which DT becomes aware, and of the known making by any Person of any unauthorized copy of any XXXXXXX Products. XXXXXXX shall have the right, but not the obligation, to pursue any of all such infringements. h) XXXXXXX agrees that all trade names and trademarks owned by DT and used on XXXXXXX Products and/or DT Products shall remain the property of DT and may not at any other Person, and there is no claim time during or action pending, after termination of this agreement be used by XXXXXXX in connection with XXXXXXX Products or to the knowledge of any of the Consolidated Entities or Non-Consolidated Entities, threatened, with respect thereto, except for any infringement, claims or actions that would not, individually or in the aggregate, have a Material Adverse Effectotherwise.

Trademarks, Trade Names and Copyrights. Except 6.1 Company agrees to carefully follow the requirements set forth herein in order to ensure that all advertising, marketing, promotional, web and trade show materials conform to the following trademark usage guidelines set forth as disclosed Exhibit B (the “Trademark Usage Guidelines”) so that customers are not confused as to the relationship between Company and Intuit and so that end user customers receive a clear and consistent marketing message about Intuit Services. 6.2 During the term of this Agreement, Intuit hereby grants to licensee the limited, non-exclusive, non- sublicenseable, revocable right and license to display the trademarks and logos (the “Intuit Marks”) and Intuit images (the “Intuit Images”), solely for the purpose of, and in direct connection with, Company's advertisement, promotion, sale, and licensing of such Intuit Services. All such advertisement, promotion, sale, and licensing must comply with this Agreement and the Trademark Usage Guidelines, as may be modified by Intuit from time to time. For the avoidance of doubt, Intuit Images include, without limitation, the box art, the web site descriptions and get up of Intuit products and the Intuit Services. 6.3 Company will include on SCHEDULE 5.9 each copy of any materials that it creates regarding or referring to Intuit Services, all trademark, copyright and other notices included by Intuit on Intuit Services or required to be so included by Intuit from time to time. The appropriate ownership legend must also be displayed at least once in Excluded Assetsany materials where the QuickBooks name is mentioned. Such legend must read as follows: “QuickBooks is a registered trademark of Intuit Inc.” Company agrees not to alter, erase, deface or obscure any such notice on anything provided by Intuit. The QuickBooks® trademark must appear with the “®” symbol directly next to the xxxx as shown. 6.4 Company acknowledges that it has paid no Consolidated Entity consideration for the use of the Intuit Marks or Non-Consolidated Entity owns or uses Intuit Images, and nothing contained in this Agreement will give Company any patent, patent right or copyright that is material to the operation interest in any of the Systems, and none of the Consolidated Entities or Non-Consolidated Entities is a party to any patent or copyright license or royalty agreement that is material to its operation of the Systemsthem, except for the limited rights to display the Intuit Marks or Intuit Images in connection with the distribution of Intuit Services, during the Term, as set forth in this Agreement. Company acknowledges that Intuit owns and retains all intellectual property rights in the Intuit Marks and Intuit Images, as well as in all Intuit Services, and agrees that it will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity or enforceability of any trademark, image, logo, trade name, trade secret, copyright or patent belonging to or licensed by Intuit (including, without limitation, any act, or assistance to any act, which may infringe or lead to the infringement of any copyright in Intuit Services) or attempt to grant any right therein. As part of such obligation, Company will not register any xxxx, logo, trade name, company name, domain name, screen name or other source indicator which might be reasonably understood to refer to any Intuit Services, including any xxxx, logo, trade name or the like containing the words, acronyms or prefixes “intui”, “intuit”, “tuit”, “quick”, “quickbooks”, “qb”, “turbotax”, “proadvisor”, Mint, “gopay” or “gopayment (or phonetic equivalents)” (the “Intuit Names”). Company further agrees that Company will use all Intuit Services provided by Intuit strictly in accordance with the software licenseslicense agreement accompanying such software and with all applicable laws including, licenses without limitation, United States copyright laws. Company further agrees not to attach any additional trademarks, logos, trade designations or other legends to any Intuit Services without the prior written consent of Intuit. Company further agrees not to affix any Intuit trademark, logo or trade name to any non-Intuit product or service. Any use of Intuit Marks, Intuit Images or other Intuit-owned names and logos as part of Company’s own source identifiers, or in respect a way that might create confusion with the Intuit Marks, Intuit Images or Intuit-owned names, is prohibited. 6.5 Upon expiration or termination of program material this Agreement, Company will immediately cease all display, advertising and obligations under use of all Intuit Marks, Intuit Images and other Intuit-owned designations (including the Copyright Act Intuit name or the names of any Intuit Services) and will not thereafter use, advertise or display any name, xxxx or logo which is, or any part of which is, similar to or confusing with any such Intuit Marks, Intuit Images or other Intuit-owned designations associated with any Intuit Services. 6.6 Intuit reserves the right to object to any uses or misuses of the Intuit Marks which it deems, in its sole discretion, to be inappropriate or to constitute a violation of applicable law. In the event that Intuit finds any such improper use or misuse to cable television systems generally. Except as disclosed on SCHEDULE 5.9be intentional, the Consolidated Entities and the Non-Consolidated Entities possess or Intuit shall have the right to usetake any and all appropriate action up to and including termination of Company’s participation in the Program. Company agrees to reasonably cooperate without fee or charge in Intuit's efforts to protect its intellectual property rights, and as of the Closing Date Cable Sub and its Subsidiaries will possess make any modifications or have the right to use, all Intangibles used in the operation and conduct of the business of the Systems without any conflicts with the rights of others that, individually or in the aggregate, would have a Material Adverse Effect. With respect to the Intangibles, either (i) as of the date hereof, the Consolidated Entities and the Non-Consolidated Entities own, and, as of the Closing Date, Cable Sub and its Subsidiaries will own, such Intangibles, free and clear of all Encumbrances, except for Permitted Encumbrances and Encumbrances listed on EXHIBIT C (which Encumbrances listed on EXHIBIT C will be released prior to the Closing), or (ii) as of the date hereof, the Consolidated Entities and the Non-Consolidated Entities have, and, as of the Closing Date, Cable Sub and its Subsidiaries will have, the valid and enforceable right to use such Intangibles. None of the Consolidated Entities or Non-Consolidated Entities is aware that it is infringing upon or otherwise acting adversely alterations to any trademarksof its content that contains or makes reference to Intuit Marks or Intuit Names, trade names, copyrights, patents, patent applications, know-how, methods or processes owned by any other Person, and there is no claim or action pending, or upon request. Company agrees to the knowledge notify Intuit immediately in writing of any breach of the Consolidated Entities or Non-Consolidated Entities, threatened, with respect thereto, except for any infringement, claims or actions Intuit's intellectual property rights that would not, individually or in the aggregate, have a Material Adverse Effectcomes to Company’s attention.

Trademarks, Trade Names and Copyrights. Except AUTHORIZED RESELLER agrees to carefully follow the requirements set forth herein in order to ensure that all advertising, marketing, promotional, web and trade show materials conform to the following Trademark Usage Guidelines so that customers are not confused as disclosed to the relationship between AUTHORIZED RESELLER and Intuit and so that customers receive a clear and consistent marketing message about Intuit products. 6.1 During the term of this Agreement, Intuit hereby grants to licensee the limited, non-exclusive, non- sublicenseable, revocable right and license to display the trademarks and logos (the “Intuit Marks”) and Intuit Images, solely for the purpose of, and in direct connection with, AUTHORIZED RESELLER's advertisement, promotion, sale, and licensing of such Products. All such advertisement, promotion, sale, and licensing must comply with this Agreement and the Intuit Trademark Usage Guidelines below and the Member Guide as may be modified by Intuit from time to time. 6.2 AUTHORIZED RESELLER will include on SCHEDULE 5.9 each copy of any materials that it creates regarding or referring to Intuit Products all trademark, copyright and other notices included by Intuit on Intuit Products or required to be so included by Intuit from time to time. The appropriate ownership “legend” must also be displayed at least once in Excluded Assetsany materials where the QuickBooks name is mentioned. Such legend must read as follows: “QuickBooks is a registered trademark of Intuit Inc.” AUTHORIZED RESELLER agrees not to alter, erase, deface or obscure any such notice on anything provided by Intuit. The QuickBooks® trademark must appear with the “®” symbol directly next to the xxxx as shown. 6.3 AUTHORIZED RESELLER acknowledges it has paid no Consolidated Entity consideration for the use of the Intuit Marks or Non-Consolidated Entity owns or uses Intuit Images, and nothing contained in this Agreement will give AUTHORIZED RESELLER any patent, patent right or copyright that is material to the operation interest in any of the Systems, and none of the Consolidated Entities or Non-Consolidated Entities is a party to any patent or copyright license or royalty agreement that is material to its operation of the Systemsthem, except for software licensesthe limited rights to display them in connection with distribution of Intuit Products, licenses during the Term, as set forth in respect this Agreement. AUTHORIZED RESELLER acknowledges that Intuit owns and retains all intellectual property rights in the Intuit Marks and Intuit Images, as well as in all Intuit Products, and agrees that it will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity or enforceability of program material any trademark, image, logo, trade name, trade secret, copyright or patent belonging to or licensed by Intuit (including, without limitation, any act, or assistance to any act, which may infringe or lead to the infringement of any copyright in Intuit Products) or attempt to grant any right therein. As part of such obligation, AUTHORIZED RESELLER agrees that it will not adopt, use or register any xxxx, logo, trade name, company name, domain name, screen name or other source indicator which might be reasonably understood to refer to any Intuit Product, including any xxxx, logo, trade name or the like containing the words, acronyms or prefixes “intui”, “intuit”, “tuit”, “quick”, “quickbooks”, “qb”, “turbo”, “proadvisor”, “gopay” or “gopayment.” AUTHORIZED RESELLER further agrees not to attach any additional trademarks, logos, trade designations or other legends to any Intuit Product without the prior written consent of Intuit. AUTHORIZED RESELLER further agrees not to affix any Intuit trademark, logo or trade name to any non- Intuit product. Any use of Intuit’s Marks or other Intuit-owned names and obligations under logos as part of AUTHORIZED RESELLER’s own source identifiers, or in a way that might create confusion with the Copyright Act Intuit Marks or Intuit- owned names, is prohibited. 6.4 Upon expiration or termination of this Agreement, AUTHORIZED RESELLER will immediately cease all display, advertising and use of all Intuit Marks, Intuit Images and other Intuit-owned designations (including the Intuit name or the names of any Intuit Products) and will not thereafter use, advertise or display any name, xxxx or logo which is, or any part of which is, similar to or confusing with any such Intuit Marks, Intuit Images and other Intuit-owned designations associated with any Intuit Product. 6.5 Intuit reserves the right to object to any uses or misuses of its trademarks that it deems, in its sole discretion, to be inappropriate or to constitute a violation of applicable law. In the event that Intuit finds any such improper use or misuse to cable television systems generally. Except as disclosed on SCHEDULE 5.9be intentional, the Consolidated Entities and the Non-Consolidated Entities possess or Intuit shall have the right to usetake any and all appropriate action up to and including termination of your participation in the Program. AUTHORIZED RESELLER agrees to reasonably cooperate without charge in Intuit's efforts to protect its intellectual property rights, and as will make any modifications or alterations to any of its content that contains or makes reference to Intuit Marks or an Intuit name, upon request. AUTHORIZED RESELLER agrees to notify Intuit immediately in writing of any breach of Intuit's intellectual property rights that comes to AUTHORIZED RESELLER’s attention. 6.6 Use only Intuit provided Product Box Shot Images (“Intuit Images”). AUTHORIZED RESELLER may use the Intuit Images solely in connection with AUTHORIZED RESELLER's advertisement, promotion, sale, licensing, and distribution of the Closing Date Cable Sub Intuit Products. When reproducing the Intuit Images, the only modification AUTHORIZED RESELLERs are allowed to make is to resize the Intuit Images in exact proportion to their original height and its Subsidiaries will possess width. No resampling or have the right to useother attempted modification is allowed and no alteration, all Intangibles used in the operation and conduct of the business of the Systems without any conflicts with the rights of others that, individually cropping or in the aggregate, would have a Material Adverse Effect. With respect addition to the Intangibles, either (i) as of the date hereof, the Consolidated Entities and the Non-Consolidated Entities own, and, as of the Closing Date, Cable Sub and its Subsidiaries will own, such Intangibles, free and clear of all Encumbrances, except for Permitted Encumbrances and Encumbrances listed on EXHIBIT C (which Encumbrances listed on EXHIBIT C will Intuit Images is permitted. The Intuit Images cannot be released prior to the Closing), "violated" or (ii) as of the date hereof, the Consolidated Entities and the Non-Consolidated Entities have, and, as of the Closing Date, Cable Sub and its Subsidiaries will have, the valid and enforceable right to use such Intangibles. None of the Consolidated Entities or Non-Consolidated Entities is aware that it is infringing upon or otherwise acting adversely to any trademarks, trade names, copyrights, patents, patent applications, know-how, methods or processes owned touched by any other Persontext or graphics in any way, and there is no claim or action pending, or to the knowledge must be a border of any space of at least 10 percent of the Consolidated Entities or Nontotal height of each Intuit Image surrounding the Intuit Image on all sides in every instance where the Intuit Image appears. Additionally, in 4-Consolidated Entitiescolor materials and on Web sites, threatened, with respect thereto, except for any infringement, claims or actions that would not, individually or the Intuit Images must appear in the aggregate, have a Material Adverse Effecttheir original colors as supplied by Intuit.

Trademarks, Trade Names and Copyrights. Except 6.1 Company agrees to carefully follow the requirements set forth herein in order to ensure that all advertising, marketing, promotional, web and trade show materials conform to the following trademark usage guidelines set forth as disclosed Exhibit B (the “Trademark Usage Guidelines”) so that customers are not confused as to the relationship between Company and Intuit and so that end user customers receive a clear and consistent marketing message about Intuit Services. 6.2 During the term of this Agreement, Intuit hereby grants to licensee the limited, non-exclusive, non- sublicenseable, revocable right and license to display the trademarks and logos (the “Intuit Marks”) and Intuit images (the “Intuit Images”), solely for the purpose of, and in direct connection with, Company's advertisement, promotion, sale, and licensing of such Intuit Services. All such advertisement, promotion, sale, and licensing must comply with this Agreement and the Trademark Usage Guidelines, as may be modified by Intuit from time to time. For the avoidance of doubt, Intuit Images include, without limitation, the box art, the web site descriptions and get up of Intuit products and the Intuit Services. 6.3 Company will include on SCHEDULE 5.9 each copy of any materials that it creates regarding or referring to Intuit Services, all trademark, copyright and other notices included by Intuit on Intuit Services or required to be so included by Intuit from time to time. The appropriate ownership legend must also be displayed at least once in Excluded Assetsany materials where the QuickBooks name is mentioned. Such legend must read as follows: “QuickBooks is a registered trademark of Intuit Inc.” Company agrees not to alter, erase, deface or obscure any such notice on anything provided by Intuit. The QuickBooks® trademark must appear with the “®” symbol directly next to the mark as shown. 6.4 Company acknowledges that it has paid no Consolidated Entity consideration for the use of the Intuit Marks or Non-Consolidated Entity owns or uses Intuit Images, and nothing contained in this Agreement will give Company any patent, patent right or copyright that is material to the operation interest in any of the Systems, and none of the Consolidated Entities or Non-Consolidated Entities is a party to any patent or copyright license or royalty agreement that is material to its operation of the Systemsthem, except for the limited rights to display the Intuit Marks or Intuit Images in connection with the distribution of Intuit Services, during the Term, as set forth in this Agreement. Company acknowledges that Intuit owns and retains all intellectual property rights in the Intuit Marks and Intuit Images, as well as in all Intuit Services, and agrees that it will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity or enforceability of any trademark, image, logo, trade name, trade secret, copyright or patent belonging to or licensed by Intuit (including, without limitation, any act, or assistance to any act, which may infringe or lead to the infringement of any copyright in Intuit Services) or attempt to grant any right therein. As part of such obligation, Company will not register any mark, logo, trade name, company name, domain name, screen name or other source indicator which might be reasonably understood to refer to any Intuit Services, including any mark, logo, trade name or the like containing the words, acronyms or prefixes “intui”, “intuit”, “tuit”, “quick”, “quickbooks”, “qb”, “turbotax”, “proadvisor”, Mint, “gopay” or “gopayment (or phonetic equivalents)” (the “Intuit Names”). Company further agrees that Company will use all Intuit Services provided by Intuit strictly in accordance with the software licenseslicense agreement accompanying such software and with all applicable laws including, licenses without limitation, United States copyright laws. Company further agrees not to attach any additional trademarks, logos, trade designations or other legends to any Intuit Services without the prior written consent of Intuit. Company further agrees not to affix any Intuit trademark, logo or trade name to any non- Intuit product or service. Any use of Intuit Marks, Intuit Images or other Intuit-owned names and logos as part of Company’s own source identifiers, or in respect a way that might create confusion with the Intuit Marks, Intuit Images or Intuit-owned names, is prohibited. 6.5 Upon expiration or termination of program material this Agreement, Company will immediately cease all display, advertising and obligations under use of all Intuit Marks, Intuit Images and other Intuit-owned designations (including the Copyright Act Intuit name or the names of any Intuit Services) and will not thereafter use, advertise or display any name, mark or logo which is, or any part of which is, similar to or confusing with any such Intuit Marks, Intuit Images or other Intuit-owned designations associated with any Intuit Services. 6.6 Intuit reserves the right to object to any uses or misuses of the Intuit Marks which it deems, in its sole discretion, to be inappropriate or to constitute a violation of applicable law. In the event that Intuit finds any such improper use or misuse to cable television systems generally. Except as disclosed on SCHEDULE 5.9be intentional, the Consolidated Entities and the Non-Consolidated Entities possess or Intuit shall have the right to usetake any and all appropriate action up to and including termination of Company’s participation in the Program. Company agrees to reasonably cooperate without fee or charge in Intuit's efforts to protect its intellectual property rights, and as of the Closing Date Cable Sub and its Subsidiaries will possess make any modifications or have the right to use, all Intangibles used in the operation and conduct of the business of the Systems without any conflicts with the rights of others that, individually or in the aggregate, would have a Material Adverse Effect. With respect to the Intangibles, either (i) as of the date hereof, the Consolidated Entities and the Non-Consolidated Entities own, and, as of the Closing Date, Cable Sub and its Subsidiaries will own, such Intangibles, free and clear of all Encumbrances, except for Permitted Encumbrances and Encumbrances listed on EXHIBIT C (which Encumbrances listed on EXHIBIT C will be released prior to the Closing), or (ii) as of the date hereof, the Consolidated Entities and the Non-Consolidated Entities have, and, as of the Closing Date, Cable Sub and its Subsidiaries will have, the valid and enforceable right to use such Intangibles. None of the Consolidated Entities or Non-Consolidated Entities is aware that it is infringing upon or otherwise acting adversely alterations to any trademarksof its content that contains or makes reference to Intuit Marks or Intuit Names, trade names, copyrights, patents, patent applications, know-how, methods or processes owned by any other Person, and there is no claim or action pending, or upon request. Company agrees to the knowledge notify Intuit immediately in writing of any breach of the Consolidated Entities or Non-Consolidated Entities, threatened, with respect thereto, except for any infringement, claims or actions Intuit's intellectual property rights that would not, individually or in the aggregate, have a Material Adverse Effectcomes to Company’s attention.

Trademarks, Trade Names and Copyrights. Except QSP will ensure that all advertising, marketing, promotional, Web and trade show materials conform to the requirements set forth in this Section 12 (“Trademark Usage Guidelines”) so that customers (a) have a clear and accurate understanding as disclosed to the relationship between QSP and Intuit and (b) receive clear and consistent marketing messages about Intuit Products. By carefully following the requirements set forth below, QSP will properly use Intuit trademarks while promoting the effectiveness of QSP selling efforts. 12.1 During the term of this Agreement, Intuit hereby grants to licensee the limited, non-exclusive, revocable right and license to display the trademarks and logos (the “Intuit Marks”) and Intuit Images that Intuit supplies to QSP for the Intuit Products, solely for the purpose of, and in direct connection with, QSP’s advertisement, promotion, sale, and licensing of such Products. All such advertisement, promotion, sale, and licensing must comply with this Agreement and the Intuit Trademark Usage Guidelines below, and must be approved in writing by Intuit in advance if requested by Intuit. QSP use of such trademarks will be in accordance with Intuit's policies in effect, which may change from time to time. 12.2 QSP will include on SCHEDULE 5.9 each copy of any materials that it creates regarding or referring to Intuit Products, all trademark, copyright and other notices included by Intuit on Intuit Products or requested to be so included by Intuit from time to time. QSP agrees not to alter, erase, deface or obscure any such notice on any materials provided by Intuit. 12.3 QSP acknowledges it has paid no consideration for the use of the Intuit Marks or Intuit Images, and nothing contained in Excluded Assets, no Consolidated Entity or Non-Consolidated Entity owns or uses this Agreement will give QSP any patent, patent right or interest in any of the Intuit Marks or Intuit images, except the limited rights to display them in connection with distribution of Intuit Products, solely during the Term, as set forth in this Agreement. QSP acknowledges that Intuit owns and retains all intellectual property rights in the Intuit Marks and Intuit Images, as well as in all Intuit Products, and agrees that it will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity or enforceability of any trademark, image, logo, trade name, trade secret, copyright that is material or patent belonging to or licensed by Intuit (including, without limitation, any act, or assistance to any act, which may infringe or lead to the operation infringement of any copyright in Intuit Products) or attempt to grant any right therein. As part of such obligation, QSP agrees that it will not adopt, use or register any xxxx, logo, trade name, company name, domain name, screen name or other source indicator containing the Systemswords, and none of the Consolidated Entities acronyms or Non-Consolidated Entities is a party prefixes “intuit,” “intuit,” “tuit,” “quick,” “quickbooks,” “qb,” “turbo,” “proadvisor,” “gopay,” or “gopayment.” QSP further agrees not to attach any additional trademarks, logos, trade designations or other legends to any patent Product without the prior written consent of Intuit. QSP further agrees not to affix any Intuit trademark, logo or copyright license trade name to any non-Intuit product. Any use of Intuit’s Marks or royalty agreement other Intuit-owned names and logos as part of QSP’s own source identifiers, or in a way that might create confusion with the Intuit Marks or Intuit owned names, is material prohibited. 12.4 Upon expiration or termination of this Agreement, QSP will immediately cease all display, advertising and use of all Intuit Marks, Intuit Images and other Intuit-owned designations and will not thereafter use, advertise or display any name, xxxx or logo which is, or any part of which is, similar to or confusing with any such Intuit Marks, Intuit Images and other Intuit-owned designations associated with any Intuit Product. 12.5 Intuit reserves the right to object to any uses or misuses of its operation trademarks that it deems, in its sole discretion, to be inappropriate or to constitute a violation of applicable law. In the Systemsevent that Intuit finds any such improper use or misuse to be intentional, except for software licenses, licenses in respect of program material and obligations under the Copyright Act applicable to cable television systems generally. Except as disclosed on SCHEDULE 5.9, the Consolidated Entities and the Non-Consolidated Entities possess or Intuit shall have the right to usetake any and all appropriate action, up to and as including termination of the Closing Date Cable Sub this Agreement and its Subsidiaries will possess or have the right to use, all Intangibles used your participation in the operation QSP Program. QSP agrees to reasonably cooperate without charge in Intuit's efforts to protect its intellectual property rights and conduct of the business of the Systems without will make any conflicts with the rights of others that, individually modifications or in the aggregate, would have a Material Adverse Effect. With respect to the Intangibles, either (i) as of the date hereof, the Consolidated Entities and the Non-Consolidated Entities own, and, as of the Closing Date, Cable Sub and its Subsidiaries will own, such Intangibles, free and clear of all Encumbrances, except for Permitted Encumbrances and Encumbrances listed on EXHIBIT C (which Encumbrances listed on EXHIBIT C will be released prior to the Closing), or (ii) as of the date hereof, the Consolidated Entities and the Non-Consolidated Entities have, and, as of the Closing Date, Cable Sub and its Subsidiaries will have, the valid and enforceable right to use such Intangibles. None of the Consolidated Entities or Non-Consolidated Entities is aware that it is infringing upon or otherwise acting adversely alterations to any trademarksof its content that contains or makes reference to Intuit Marks or an Intuit name, trade names, copyrights, patents, patent applications, know-how, methods or processes owned by any other Person, and there is no claim or action pending, or upon request. QSP agrees to the knowledge notify Intuit immediately in writing of any breach of the Consolidated Entities or Non-Consolidated Entities, threatened, with respect thereto, except for any infringement, claims or actions Intuit's intellectual property rights that would not, individually or in the aggregate, have a Material Adverse Effectcomes to QSP’s attention.

Trademarks, Trade Names and Copyrights. Except as disclosed 13.1 During the term of this Agreement, Distributor is authorized by NetFabric to use the trademarks NetFabric uses for the Products solely in connection with Distributor's advertisement, promotion and distribution of the Products. Distributor's use of such trademarks and logos will be in accordance with NetFabric's policies in effect from time to time, including but not limited to trademark usage policies. 13.2 As both a covenant by Distributor and a condition of NetFabric's authorization of Distributor's distribution, Distributor will include on SCHEDULE 5.9 each copy of any materials that it creates regarding or included in Excluded Assets, no Consolidated Entity or Non-Consolidated Entity owns or uses any patent, patent right or copyright that is material referring to the operation Products all trademark, copyright and other notices of proprietary rights Included by NetFabric on the SystemsProducts or requested to be so included by NetFabric from time to time. Distributor agrees not to alter, and none erase, deface or obscure any such notice on anything provided by NetFabric. 13.3 Distributor has paid no consideration for the use of the Consolidated Entities or Non-Consolidated Entities is a party to any patent or copyright license or royalty agreement that is material to its operation of the Systems, except for software licenses, licenses in respect of program material and obligations under the Copyright Act applicable to cable television systems generally. Except as disclosed on SCHEDULE 5.9, the Consolidated Entities and the Non-Consolidated Entities possess or have the right to use, and as of the Closing Date Cable Sub and its Subsidiaries will possess or have the right to use, all Intangibles used in the operation and conduct of the business of the Systems without any conflicts with the rights of others that, individually or in the aggregate, would have a Material Adverse Effect. With respect to the Intangibles, either (i) as of the date hereof, the Consolidated Entities and the Non-Consolidated Entities own, and, as of the Closing Date, Cable Sub and its Subsidiaries will own, such Intangibles, free and clear of all Encumbrances, except for Permitted Encumbrances and Encumbrances listed on EXHIBIT C (which Encumbrances listed on EXHIBIT C will be released prior to the Closing), or (ii) as of the date hereof, the Consolidated Entities and the Non-Consolidated Entities have, and, as of the Closing Date, Cable Sub and its Subsidiaries will have, the valid and enforceable right to use such Intangibles. None of the Consolidated Entities or Non-Consolidated Entities is aware that it is infringing upon or otherwise acting adversely to any NetFabric's trademarks, trade nameslogos, copyrights, patentstrade secrets, patent applications, know-how, methods trade names or processes owned by any other Persondesignations, and there is no nothing contained in this Agreement will give Distributor any interest in any of them. Distributor acknowledges that NetFabric owns and retains all copyrights and other proprietary rights in all the Products, and agrees that it will not at any time during or after this Agreement assert or claim any interest In or action pendingdo anything that may adversely affect the validity or enforceability of any trademark, trade name, trade secret, copyright or logo belonging to or licensed to NetFabric (including, without limitation, any act, or assistance to any act, which may infringe or lead to the knowledge Infringement of any of the Consolidated Entities or Non-Consolidated Entities, threatened, with respect thereto, except for any infringement, claims or actions that would not, individually or copyright in the aggregateProducts) or attempt to grant any right therein. Distributor agrees not to attach any additional trademarks, have a Material Adverse Effectlogos, trade designations or other legends to any Product without the prior written consent of NetFabric. Distributor further agrees not to affix any NetFabric trademark, logo or trade name to any non-NetFabric product. 13.4 Except to the extent permitted pursuant to Section 11.4 hereof, upon expiration or termination of this Agreement, Distributor will forthwith cease all display, advertising and use of all NetFabric names, marks, logos and designations and will not thereafter use, advertise or display any name, make or logo which is, or any part of which is, similar to or confusing with any such designation associated with any Product. 13.5 Distributor agrees to cooperate without charge in NetFabric's efforts to protect Its proprietary rights. Distributor agrees to notify NetFabric of any breach of NetFabric's proprietary rights that comes to Distributor's attention.

Trademarks, Trade Names and Copyrights. Except as disclosed 13.1 During the term of this Agreement, Distributor is authorized by Macromedia to use the trademarks Macromedia uses for the Products solely in connection with Distributor’s advertisement, promotion and distribution of the Products. Distributor’s use of such trademarks and logos will be in accordance with Macromedia’s policies in effect from time to time, including but not limited to trademark usage policies. 13.2 As both a covenant by Distributor and a condition of Macromedia’s authorization of Distributor’s distribution, Distributor will include on SCHEDULE 5.9 each copy of any materials that it creates regarding or included in Excluded Assets, no Consolidated Entity or Non-Consolidated Entity owns or uses any patent, patent right or copyright that is material referring to the operation Products all trademark, copyright and other notices of proprietary rights included by Macromedia on the SystemsProducts or requested to be so included by Macromedia from time to time. Distributor agrees not to alter, and none erase, deface or obscure any such notice on anything provided by Macromedia. 13.3 Distributor has paid no consideration for the use of the Consolidated Entities or Non-Consolidated Entities is a party to any patent or copyright license or royalty agreement that is material to its operation of the Systems, except for software licenses, licenses in respect of program material and obligations under the Copyright Act applicable to cable television systems generally. Except as disclosed on SCHEDULE 5.9, the Consolidated Entities and the Non-Consolidated Entities possess or have the right to use, and as of the Closing Date Cable Sub and its Subsidiaries will possess or have the right to use, all Intangibles used in the operation and conduct of the business of the Systems without any conflicts with the rights of others that, individually or in the aggregate, would have a Material Adverse Effect. With respect to the Intangibles, either (i) as of the date hereof, the Consolidated Entities and the Non-Consolidated Entities own, and, as of the Closing Date, Cable Sub and its Subsidiaries will own, such Intangibles, free and clear of all Encumbrances, except for Permitted Encumbrances and Encumbrances listed on EXHIBIT C (which Encumbrances listed on EXHIBIT C will be released prior to the Closing), or (ii) as of the date hereof, the Consolidated Entities and the Non-Consolidated Entities have, and, as of the Closing Date, Cable Sub and its Subsidiaries will have, the valid and enforceable right to use such Intangibles. None of the Consolidated Entities or Non-Consolidated Entities is aware that it is infringing upon or otherwise acting adversely to any Macromedia’s trademarks, trade nameslogos, copyrights, patentstrade secrets, patent applications, know-how, methods trade names or processes owned by any other Persondesignations, and there is no nothing contained in this Agreement will give Distributor any interest in any of them. Distributor acknowledges that Macromedia owns and retains all copyrights and other proprietary rights in all the Products, and agrees that it will not at any time during or after this Agreement assert or claim any interest in or action pendingdo anything that may adversely affect the validity or enforceability of any trademark, trade name, trade secret, copyright or logo belonging to or licensed to Macromedia (including, without limitation, any act, or assistance to any act, which may infringe or lead to the knowledge infringement of any of the Consolidated Entities or Non-Consolidated Entities, threatened, with respect thereto, except for any infringement, claims or actions that would not, individually or copyright in the aggregateProducts) or attempt to grant any right therein. Distributor agrees not to attach any additional trademarks, have a Material Adverse Effectlogos, trade designations or other legends to any Product without the prior written consent of Macromedia. Distributor further agrees not to affix any Macromedia trademark, logo or trade name to any non-Macromedia product. 13.4 Except to the extent permitted pursuant to Section 11.4 hereof, upon termination of this Agreement, Distributor will forthwith cease all display, advertising and use of all Macromedia names, marks, logos and designations and will not thereafter use, advertise or display any name, make or logo which is, or any part of Domestic Distribution Agreement Ixxxxx Micro (11/25/98) which is, similar to or confusing with any such designation associated with any Product. 13.5 Distributor agrees to cooperate without charge in Macromedia’s efforts to protect its proprietary rights. Distributor agrees to notify Macromedia of any known or suspected breach of Macromedia’s proprietary rights that comes to Distributor’s attention.