Common use of Information Technology Systems Clause in Contracts

Information Technology Systems. A.24.1 The Seller has disclosed copies of all the agreements required to use, support, maintain and/or develop all components of the computer systems (including all Licenses, development agreements, software maintenance and support agreements, hardware maintenance agreements, source code escrow agreements and disaster-recovery agreements). The Buyer has waived any details to be represented herein. A.24.2 The Company has not breached any of its obligations under any of the agreements referred to in B.24.1, those agreements all remain in full force and effect as at Closing and no notice has been served by any party to terminate any of those agreements. A.24.3 Save as stated in the agreements referred to in A.24.1, the Company is not restricted in any way in using the computer systems (whether by way of a technical device or otherwise). A.24.4 The use of the computer systems by the Company does not, and the continued use of the computer systems by the Buyer after Closing will not, infringe the Intellectual Property rights of any third party. A.24.5 The Company has exclusive control of the operation of the computer systems and of the storage, processing and retrieval of all data stored on the computer systems, and solely the Company owns any Intellectual Property rights in such data. A.24.6 All Intellectual Property Rights in the developed software are owned by the Company and the Company has in its possession an up-to-date, useable and complete copy of the source code for all developed software together with copies of all programmers’ commentaries and technical documentation required to allow the continuing maintenance and development of that software by the Buyer. A.24.7 The computer systems have adequate functionality, capability and capacity for the present requirements of the Company, and each part of the computer systems is compatible with each other part. A.24.8 The computer systems have not been used to hold or process data in any manner that contravenes the applicable laws.