Common use of Intellectual Property and Data Privacy Clause in Contracts

Intellectual Property and Data Privacy. (i) Section 5.1(r)(i) of the Company Disclosure Schedule contains a complete list, as of the date hereof, of: all of the following that are owned or used by the Company and/or the Company Subsidiaries: (A) Registered Intellectual Property, (B) all contracts or agreements pursuant to which the Company or any Company Subsidiary is granted a license or covenant not to sue, to any material Company-Licensed IP (other than (1) unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $500,000, (2) Open Source Software; (3) non-disclosure agreements entered into in the ordinary course of business; (4) rights to feedback granted by third parties in the ordinary course consistent with past practice; (5) incidental non-exclusive trademark licenses granted solely for marketing or promotional purposes; and (6) commercially available service agreements to Business Systems that have an individual service or subscription fee of $500,000 or less per annum) (such contracts or agreements, “Inbound License Agreements”); and (C) any material Software or Business Systems constituting Company-Owned IP that are incorporated into or used in connection with the Services. (ii) The Company-Owned IP and Company-Licensed IP constitute all of the material Intellectual Property used in or held for use in or necessary to enable the conduct of the business of the Company and the Company Subsidiaries as presently conducted. Except as set forth in Section 5.1(r)(ii) of the Company Disclosure Schedule or as would not reasonably be expected to be material to the business of the Company and the Company Subsidiaries, the Company or one of the Company Subsidiaries solely owns and possesses, free and clear of all Liens (other than Permitted Liens), all right, title and interest in and to the Company-Owned IP and has the right to use pursuant to a written contract Company-Licensed IP. As of the date hereof, no loss or expiration of any material Company-Owned IP is threatened in writing, or, to the Company’s Knowledge, pending. (iii) Since January 1, 2022, the Company and each of its applicable Company Subsidiaries have taken reasonable actions to maintain and protect Intellectual Property rights contained in material Company-Owned IP. Neither the Company nor any Company Subsidiaries has (A) disclosed any material trade secrets or other material Confidential Information that relates to the business of the Company and any applicable Company Subsidiaries to any other person other than pursuant to a written confidentiality agreement under which such other person agrees to maintain the confidentiality and protect such Confidential Information, or (B) disclosed or licensed to a third-party (whether on a present or contingent basis) any source code for any material proprietary Software included in the Company-Owned IP; in each case, except as would not reasonably be expected to be material to the business of the Company and the Company Subsidiaries. (iv) (A) Since January 1, 2022, there have been no claims filed and served or, to the Knowledge of the Company, threatened in writing, against the Company or any Company Subsidiary, by any person (x) contesting the validity, use, ownership, enforceability, patentability or registrability of any Company-Owned IP, or (y) alleging any infringement or misappropriation of, or other violation of, any Intellectual Property rights of other persons; (B) to the Knowledge of the Company, the operation of the business of the Company and the Company Subsidiaries has not and does not infringe, misappropriate or violate, any Intellectual Property rights of other persons; (C) to the Knowledge of the Company, no other person has infringed, misappropriated or violated any of the Company-Owned IP; and (D) neither the Company nor any of the Company Subsidiaries has received written notice of any of the foregoing or received any formal written opinion of counsel regarding the foregoing, in each case of (A) through (D), except as would not reasonably be expected to have a Material Adverse Effect. (v) Except as would not reasonably be expected to have a Material Adverse Effect, all persons who have contributed to or developed any Company‑Owned IP have executed written agreements with the Company or one of the Company Subsidiaries pursuant to which such persons assigned to the Company or the applicable Company Subsidiary their rights to such contributions or developments that the Company or any of the Company Subsidiaries do not already own by operation of law. (vi) The Company and Company Subsidiaries do not use and since January 1, 2022, have not used any Open Source Software or any modification or derivative thereof (A) in a manner that would require the Company or any Company Subsidiary to (w) distribute or disclose in source code form any proprietary Software included in the Company-Owned IP, (x) license such Software for the purpose of making derivative works, (y) make such Software available for redistribution to any Person at no or minimal charge, or (z) otherwise grant to any other person any rights to or immunities under any of the Company-Owned IP, or (B) that is licensed under any Reciprocal License in combination with, or linked to, any proprietary Software included in the Company-Owned IP; except in each case as would not reasonably be material to the business of the Company and the Company Subsidiaries. (vii) Since January 1, 2022, the Company and the Company Subsidiaries have taken reasonable measures to preserve and maintain the performance, security and integrity of the Business Systems. Since January 1, 2022, to the Knowledge of the Company, (A) there has not been any material failure with respect to any of the Business Systems that has not been remedied or replaced in all material respects, and (B) there has been no unauthorized access to or use of any Business Systems. To the Knowledge of the Company, the Business Systems perform in all material respects in accordance with their documentation and functional specifications and are in all material respects free from any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” “worm,” “spyware,” “malware,” or any other code designed to disrupt, disable or harm the operation of, or provide unauthorized access to, a computer system or network or other device on which such code is stored or installed; or compromise the privacy or data security of a user. (viii) Except as would not reasonably be expected to have a Material Adverse Effect, the Company and each of the Company Subsidiaries currently and since January 1, 2022, have complied with (A) all Privacy/Data Security Laws applicable to the Company or a Company Subsidiary, (B) any applicable publicly posted privacy policy of the Company and/or the Company Subsidiary, respectively, concerning the collection, dissemination, storage, use or other processing of Personal Information, including any policies or disclosures posted to websites or other media maintained or published by the Company or a Company Subsidiary, (C) PCI DSS, where applicable to the Company or a Company Subsidiary, and (D) all contractual commitments that the Company or any Company Subsidiary has entered into with respect to privacy and/or data security or otherwise with respect to the collection, dissemination, storage, use or other processing of Personal Information,; (collectively, the “Data Security Requirements”). The Company and the Company Subsidiaries have each implemented commercially reasonable physical, technical, organizational and administrative data security safeguards to protect the security and integrity of Personal Information. Since January 1, 2022, neither the Company nor any of the Company Subsidiaries has (x) experienced any material data security breaches, or unauthorized access, use, or disclosure of Personal Information or (y) received written notice of any audits, proceedings or investigations by any Governmental Authority or received any material claims or complaints regarding the collection, dissemination, storage, use or other processing of Personal Information, or the violation of any applicable Data Security Requirements and, to the Knowledge of the Company, there is no reasonable basis for the same. (ix) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries is subject to any contractual requirements, privacy policies or other legal obligations that, following the Closing, would prohibit the Surviving Corporation from receiving, accessing, storing or using any Personal Information in the manner in which the Company and its Subsidiaries received, accessed, stored and used such Personal Information prior to the Closing or result in liabilities in connection with Data Security Requirements. (x) Neither the Company nor any Company Subsidiary is, nor since January 1, 2022, has it ever been, a member or promoter of, or a contributor to, any industry standards body or similar standard setting organization that could require or obligate the Company or any Company Subsidiary to grant or offer to any other person any license or right to any material Company-Owned IP.

Intellectual Property and Data Privacy. (ia) Section 5.1(r)(i4.19(a) of the Company Disclosure Schedule contains Schedules sets forth a true, correct and complete list, list as of the date hereofof this Agreement of all patent, of: all of the following trademark and copyright registrations and applications for registration that are owned Company Intellectual Property. Except as would not, individually or used by in the aggregate, have a Company Material Adverse Effect, (i) the Company and/or the Company Subsidiaries: (A) Registered Intellectual Property, (B) all contracts or agreements pursuant to which the Company or and its Subsidiaries own free and clear of any Company Subsidiary is granted a license or covenant not to sue, to any material Company-Licensed IP Encumbrances (other than (1) unmodifiedPermitted Encumbrances), commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $500,000, (2) Open Source Software; (3) non-disclosure agreements entered into in the ordinary course of business; (4) rights to feedback granted by third parties in the ordinary course consistent with past practice; (5) incidental non-exclusive trademark licenses granted solely for marketing or promotional purposes; and (6) commercially available service agreements to Business Systems that have an individual service or subscription fee of $500,000 or less per annum) (such contracts or agreements, “Inbound License Agreements”); and (C) any material Software or Business Systems constituting Company-Owned IP that are incorporated into or used in connection with the Services. (ii) The Company-Owned IP and Company-Licensed IP constitute all of the material Company Intellectual Property used in or held for use in or necessary to enable the conduct of the business of the Company and its Subsidiaries as currently conducted, and (ii) the items on the above Schedule are unexpired and, to the knowledge of the Company, valid and enforceable. (b) Each material Contract pursuant to which the Company or any of its Subsidiaries as presently conducted. Except as set forth grants or obtains rights in Section 5.1(r)(iior to use material Intellectual Property (excluding Contracts granting rights to use generally commercially available, off-the-shelf software (including “shrink-wrap” or “click-wrap” agreements)) (“Material IP Contract”) is a legal, valid and binding obligation of the Company Disclosure Schedule or as would not reasonably be expected to be material any of its Subsidiaries that is party thereto, and, to the business knowledge of the Company Company, of each other party thereto, is in full force and the Company Subsidiaries, effect and is enforceable by the Company or one of the Company Subsidiaries solely owns and possessesapplicable Subsidiary, free and clear of all Liens (other than Permitted Liens), all right, title and interest in and to the Company-Owned IP and has the right to use pursuant to a written contract Company-Licensed IP. As of the date hereof, no loss or expiration of any material Company-Owned IP is threatened in writing, or, to the Company’s Knowledge, pending. (iii) Since January 1, 2022, the Company and each of its applicable Company Subsidiaries have taken reasonable actions to maintain and protect Intellectual Property rights contained in material Company-Owned IP. Neither the Company nor any Company Subsidiaries has (A) disclosed any material trade secrets or other material Confidential Information that relates to the business of the Company and any applicable Company Subsidiaries to any other person other than pursuant to a written confidentiality agreement under which such other person agrees to maintain the confidentiality and protect such Confidential Information, or (B) disclosed or licensed to a third-party (whether on a present or contingent basis) any source code for any material proprietary Software included in the Company-Owned IP; in each case, subject to Creditors’ Rights, except as as, individually or in the aggregate, is not and would not be reasonably be expected to be be, material to the business of the Company and the Company its Subsidiaries, taken as a whole. (ivc) (A) Since January 1Except as would not, 2022individually or in the aggregate, there have been a Company Material Adverse Effect, as of the date of this Agreement and as of the Third Closing Date, no claims filed and served orare pending (i) challenging the ownership, to enforceability, scope, validity or use by the Knowledge Company or any of its Subsidiaries of any Company Intellectual Property or (ii) alleging that the Company or any of its Subsidiaries is violating, misappropriating or infringing the Intellectual Property rights of any Person. To the knowledge of the Company, as of the date of this Agreement and as of the Third Closing Date, no such claims have been threatened in writingwriting except as would not, against individually or in the aggregate, have a Company Material Adverse Effect. (d) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, to the knowledge of the Company, as of the date of this Agreement and as of the Third Closing Date, (i) no Person is misappropriating, violating or infringing the rights of the Company or any of its Subsidiaries with respect to any Company Subsidiary, by any person (x) contesting the validity, use, ownership, enforceability, patentability or registrability of any Company-Owned IP, or (y) alleging any infringement or misappropriation of, or other violation of, any Intellectual Property rights of other persons; and (Bii) to the Knowledge of the Company, the operation of the business of the Company and the Company its Subsidiaries has not and does not infringeviolate, misappropriate or violateinfringe, any and has not since January 1, 2023 violated, misappropriated or infringed, the Intellectual Property rights of any other persons; (C) to the Knowledge of the Company, no other person has infringed, misappropriated or violated any of the Company-Owned IP; and (D) neither the Company nor any of the Company Subsidiaries has received written notice of any of the foregoing or received any formal written opinion of counsel regarding the foregoing, in each case of (A) through (D), except as would not reasonably be expected to have a Material Adverse EffectPerson. (ve) Except as would not reasonably be expected to not, individually or in the aggregate, have a Material Adverse Effect, all persons who have contributed to or developed any Company‑Owned IP have executed written agreements with the Company or one of the Company Subsidiaries pursuant to which such persons assigned to the Company or the applicable Company Subsidiary their rights to such contributions or developments that the Company or any of the Company Subsidiaries do not already own by operation of law. (vi) The Company and Company Subsidiaries do not use and since January 1, 2022, have not used any Open Source Software or any modification or derivative thereof (A) in a manner that would require the Company or any Company Subsidiary to (w) distribute or disclose in source code form any proprietary Software included in the Company-Owned IP, (x) license such Software for the purpose of making derivative works, (y) make such Software available for redistribution to any Person at no or minimal charge, or (z) otherwise grant to any other person any rights to or immunities under any of the Company-Owned IP, or (B) that is licensed under any Reciprocal License in combination with, or linked to, any proprietary Software included in the Company-Owned IP; except in each case as would not reasonably be material to the business of the Company and the Company Subsidiaries. (vii) Since January 1, 2022, the Company and the Company Subsidiaries have taken reasonable measures to preserve and maintain the performance, security and integrity of the Business Systems. Since January 1, 2022, to the Knowledge of the Company, (A) there has not been any material failure with respect to any of the Business Systems that has not been remedied or replaced in all material respects, and (B) there has been no unauthorized access to or use of any Business Systems. To the Knowledge of the Company, the Business Systems perform in all material respects in accordance with their documentation and functional specifications and are in all material respects free from any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” “worm,” “spyware,” “malware,” or any other code designed to disrupt, disable or harm the operation of, or provide unauthorized access to, a computer system or network or other device on which such code is stored or installed; or compromise the privacy or data security of a user. (viii) Except as would not reasonably be expected to have a Material Adverse Effect, the Company and each of the Company Subsidiaries currently and since January 1, 2022, have complied with (A) all Privacy/Data Security Laws applicable to the Company or a Company Subsidiary, (B) any applicable publicly posted privacy policy of the Company and/or the Company Subsidiary, respectively, concerning the collection, dissemination, storage, use or other processing of Personal Information, including any policies or disclosures posted to websites or other media maintained or published by the Company or a Company Subsidiary, (C) PCI DSS, where applicable to the Company or a Company Subsidiary, and (D) all contractual commitments that the Company or any Company Subsidiary has entered into with respect to privacy and/or data security or otherwise with respect to the collection, dissemination, storage, use or other processing of Personal Information,; (collectively, the “Data Security Requirements”). The Company and the Company Subsidiaries have each implemented taken commercially reasonable physical, technical, organizational steps to prevent the unauthorized disclosure or use of its trade secrets and administrative data security safeguards to protect confidential information. To the security and integrity of Personal Information. Since January 1, 2022, neither the Company nor any of the Company Subsidiaries has (x) experienced any material data security breaches, or unauthorized access, use, or disclosure of Personal Information or (y) received written notice of any audits, proceedings or investigations by any Governmental Authority or received any material claims or complaints regarding the collection, dissemination, storage, use or other processing of Personal Information, or the violation of any applicable Data Security Requirements and, to the Knowledge knowledge of the Company, there is has been no reasonable basis for unauthorized access, use or disclosure of any trade secrets or confidential information of the sameCompany or any of its Subsidiaries. (ixf) To Except as would not, individually or in the Knowledge aggregate, have a Company Material Adverse Effect, (i) the Company and its Subsidiaries have since January 1, 2023, complied with all applicable Laws, Contract obligations, binding industry standards and their own respective privacy policies (“Privacy Policies”) relating to the collection, storage, use, disclosure and transfer of any information held by the CompanyCompany or its Subsidiaries that can reasonably be used to identify a natural person, including any information defined as “personal data” or “personally identifiable information” or the like under any applicable Law (including personal financial information, collectively, “Personal Data”), and neither the Company nor any of its Subsidiaries has received a complaint from any Governmental Entity or any other third party regarding its collection, storage, use, disclosure or transfer of Personal Data that is subject to any contractual requirementspending or unresolved, privacy policies or other legal obligations that, following the Closing, would prohibit the Surviving Corporation from receiving, accessing, storing or using any Personal Information in the manner in which (ii) the Company and its Subsidiaries receivedhave not, accessed, stored and used such Personal Information prior to the Closing or result in liabilities in connection with Data Security Requirements. (x) Neither the Company nor any Company Subsidiary is, nor since January 1, 20222023, has it ever been, a member experienced any unauthorized access to or promoter of, or a contributor to, any industry standards body or similar standard setting organization that could require or obligate other breach of Personal Data and (iii) the Company and its Subsidiaries have commercially reasonable security measures designed to protect (A) the operation and security of their information technology systems used in their businesses and (B) any of their Personal Data from unlawful use or access by any third party or any other access or use that would violate applicable Law or the Privacy Policies. (g) To the knowledge of the Company, except as would not, individually or in the aggregate, have a Company Subsidiary to grant Material Adverse Effect, as of the date of this Agreement and as of the Third Closing Date, the information technology systems used by the Company and its Subsidiaries, (i) function in accordance with their specifications, documentation and/or intended purpose, and (ii) are free from material defects, viruses, malware or offer to any other person any license or right to any material Company-Owned IPcorruptants.