Common use of Intellectual Property and Information Clause in Contracts

Intellectual Property and Information. (a) Section 2.01(a)(ii) of the Seller Disclosure Schedules sets forth a correct and complete list of all (i) issued patents and patent applications, (ii) registrations and applications for Marks, (iii) Internet domain names and (iv) registrations and applications for copyrights, in each case which are owned by any Sellers in any jurisdiction in the world and used or held for use primarily by the Business. The Intellectual Property set forth (or required to be set forth) on Section 2.01(a)(ii) of the Seller Disclosure Schedules for which a registration has been issued by a governmental intellectual property office as of the Agreement Date (the “Business Registered IP”) is subsisting, valid and, to the Knowledge of Sellers, enforceable. Except as set forth on Section 3.13(a) of the Seller Disclosure Schedules, a Seller is the sole and exclusive owner, free and clear of all Liens, other than Permitted Liens, of all right, title and interest in and to the Business Registered IP and, to the Knowledge of Sellers, Sellers are the sole and exclusive owners, free and clear of all Liens, other than Permitted Liens, of all right, title and interest in and to the Business Intellectual Property that is not comprised of the Business Registered IP. None of the Business Intellectual Property is subject to any judgment, injunction, stipulation or other order or ruling of any Governmental Authority adversely affecting any of the Sellers’ rights to such Business Intellectual Property. The patents and copyrights set forth on Section 2.01(a)(ii) of the Seller Disclosure Schedules constitute all of the patent assets and copyright registrations that have been applied for by Sellers or their Affiliates that cover, are embodied by or otherwise relate to the Business Proprietary Software. The Business Proprietary Software does not utilize the trademark rights of any Person other than the Sellers and their Affiliates. (b) The conduct of the Business as currently conducted does not Infringe, and, to the Knowledge of Sellers, has not in the past five (5) years Infringed, upon the Intellectual Property of any other Person. (c) Except as set forth on Section 3.13(c) of the Seller Disclosure Schedules, no Seller has received any written claim or notice from any Person during the five (5)-year period prior to the Agreement Date alleging that the conduct of the Business Infringes any Intellectual Property of any other Persons. (d) (i) to the Knowledge of Seller, no Person is currently engaging in any activity that Infringes any Business Intellectual Property, and (ii) during the five (5)-year period prior to the Agreement Date, no Seller has delivered written notice of a claim for any such Infringement to any Person. (e) Section 3.13(e) of the Seller Disclosure Schedules sets forth a complete and correct list of any Open Source Materials that have been incorporated into, integrated with, combined with or linked to any material Business Proprietary Software that (A) has been Distributed by a Seller to any Third Party (other than to any service provider providing services on behalf of or for the benefit of any Seller or any of its Affiliates in the ordinary course of business) or (B) is subject to the terms of the GNU Affero General Public License, European Union Public License or other open source license terms that require the disclosure of source code to users who interact with such code remotely via a computer network. For purposes of the foregoing sentence, the term “Distributed” means that such Seller has provided a copy of the relevant Business Proprietary Software to a Third Party (other than to any service provider providing services on behalf of or for the benefit of such Seller or any of its Affiliates in the ordinary course of business), whether in source or executable code form. No Seller has incorporated any Open Source Materials into, or combined any Open Source Materials with, any Business Intellectual Property or Transferred Proprietary Information in any manner that would (i) require any Seller to license or make available any Business Intellectual Property or Transferred Proprietary Information to any other Person in source code form; (ii) require the licensing of such Transferred Proprietary Information or Business Intellectual Property for the purpose of making derivative works thereof; or (iii) impose any material restriction on the consideration to be charged for the distribution of such Transferred Proprietary Information or Business Intellectual Property. Except as set forth on Section 3.13(e) of the Seller Disclosure Schedules, the Sellers and each of their Affiliates are, and have in the past five (5) years been, in material compliance with the applicable licenses for any applicable Open Source Materials used in connection with the development or commercialization of the Business Proprietary Software.

Intellectual Property and Information. Background IP (a) Section 2.01(a)(ii) of the Seller Disclosure Schedules sets forth a correct The parties acknowledge and complete list of all (i) issued patents and patent applications, (ii) registrations and applications for Marks, (iii) Internet domain names and (iv) registrations and applications for copyrights, agree that nothing in each case which are owned by an Agreement affects any Sellers party’s existing rights in any jurisdiction in the world and used or held for use primarily by the Business. The Intellectual Property set forth (or required to be set forth) on Section 2.01(a)(ii) of the Seller Disclosure Schedules for which a registration has been issued by a governmental intellectual property office as of the Agreement Date (the “Business Registered Background IP”) is subsisting, valid and, to the Knowledge of Sellers, enforceable. Except as set forth on Section 3.13(a) of the Seller Disclosure Schedules, a Seller is the sole and exclusive owner, free and clear of all Liens, other than Permitted Liens, of all right, title and interest in and to the Business Registered IP and, to the Knowledge of Sellers, Sellers are the sole and exclusive owners, free and clear of all Liens, other than Permitted Liens, of all right, title and interest in and to the Business Intellectual Property that is not comprised of the Business Registered IP. None of the Business Intellectual Property is subject to any judgment, injunction, stipulation or other order or ruling of any Governmental Authority adversely affecting any of the Sellers’ rights to such Business Intellectual Property. The patents and copyrights set forth on Section 2.01(a)(ii) of the Seller Disclosure Schedules constitute all of the patent assets and copyright registrations that have been applied for by Sellers or their Affiliates that cover, are embodied by or otherwise relate to the Business Proprietary Software. The Business Proprietary Software does not utilize the trademark rights of any Person other than the Sellers and their Affiliates. (b) The conduct Subject to: (i) each party’s compliance with the Agreement; and (ii) any restrictions specified in an Agreement, each party grants to the other a non-exclusive, royalty-free revocable licence to use (excluding the right to sub-licence) that party’s Background IP solely in connection with the Agreement and solely for the purpose for which it was provided and in accordance with the terms of the Business as currently conducted does not Infringe, and, to the Knowledge of Sellers, has not in the past five (5) years Infringed, upon the Intellectual Property of any other PersonAgreement. (c) Except as set forth on Section 3.13(c) of the Seller Disclosure SchedulesThe parties acknowledge and agree that, no Seller has received any written claim or notice from any Person during the five (5)-year period prior to the Agreement Date alleging that the conduct of the Business Infringes any Intellectual Property of any other Persons.unless otherwise notified by BMP: (d) (i) to BMP owns all the Knowledge of Seller, no Person is currently engaging Intellectual Property Rights in any activity that Infringes any Business Intellectual Property, and the BMP Specifications; and (ii) during BMP grants the five Supplier an exclusive, perpetual, royalty-free revocable licence to use (5)-year period prior excluding the right to sub-licence) the Agreement Date, no Seller has delivered written notice of a claim for any such Infringement to any Person. (e) Section 3.13(e) of the Seller Disclosure Schedules sets forth a complete and correct list of any Open Source Materials that have been incorporated into, integrated with, combined with or linked to any material Business Proprietary Software that (A) has been Distributed by a Seller to any Third Party (other than to any service provider providing services on behalf of or for the benefit of any Seller or any of its Affiliates in the ordinary course of business) or (B) is subject to the terms of the GNU Affero General Public License, European Union Public License or other open source license terms that require the disclosure of source code to users who interact with such code remotely via a computer network. For purposes of the foregoing sentence, the term “Distributed” means that such Seller has provided a copy of the relevant Business Proprietary Software to a Third Party (other than to any service provider providing services on behalf of or for the benefit of such Seller or any of its Affiliates in the ordinary course of business), whether in source or executable code form. No Seller has incorporated any Open Source Materials into, or combined any Open Source Materials with, any Business Intellectual Property or Transferred Proprietary Information in any manner that would (i) require any Seller to license or make available any Business Intellectual Property or Transferred Proprietary Information to any other Person in source code form; (ii) require the licensing of such Transferred Proprietary Information or Business Intellectual Property BMP Specifications solely for the purpose of making derivative works thereofsupplying the Goods to BMP pursuant to this Agreement. Intellectual Property in the Goods and Documentation (a) The Supplier warrants in favour of BMP that: (i) the Goods do not, and the supply of the Goods to BMP will not, not infringe any Intellectual Property Rights of any person; or and (ii) the Goods are genuine, and not counterfeit products; and (iii) impose to the extent the Goods contain Intellectual Property Rights of any material restriction on other person, the consideration Supplier has the written approval of the owner of those Intellectual Property Rights to use those Intellectual Property Rights in respect of the Goods. (b) Unless requested to be charged for the distribution of such Transferred Proprietary Information or Business Intellectual Property. Except as set forth on Section 3.13(e) delivered to BMP, upon completion of the Seller Disclosure SchedulesGoods, the Sellers Supplier must archive and each maintain in safe custody all Documentation in its possession for a period of their Affiliates are, seven years. Information and publicity The Supplier must not disclose and must use its best endeavours to ensure that its employees do not disclose to any person or make public information obtained by it relating to this Agreement (including Confidential Information) or the Goods or the business of BMP without the prior written approval of BMP. This clause 7.3 will continue to bind the Supplier after the Goods have in the past five (5) years been, in material compliance with the applicable licenses for any applicable Open Source Materials used in connection with the development been provided or commercialization after termination of the Business Proprietary Softwarethis Agreement.

Intellectual Property and Information. (a) Section 2.01(a)(ii) Except as disclosed on ------------------------------------- Schedule 4.6(f), the Intellectual Property and Information includes all of --------------- Seller's intellectual property rights which are used in operating the Business. Seller Disclosure Schedules sets forth owns exclusively or has a correct valid right to use the Intellectual Property and Information being used to conduct the Business and the conduct of its Business does not and, to Seller's Knowledge, will not conflict with or infringe upon the intellectual property rights of others. A complete list of all (i) issued patents and patent applications, (ii) registrations and applications for Marks, (iii) Internet domain names and (iv) registrations and applications for copyrights, in each case which are owned by any Sellers in any jurisdiction in the world and used or held for use primarily by the Business. The Intellectual Property set forth (or required to be set forth) on Section 2.01(a)(ii) of the Seller Disclosure Schedules for which a registration has been issued by a governmental intellectual property office licenses other than standardized shrink wrap software licenses is attached hereto as of the Agreement Date (the “Business Registered IP”) is subsisting, valid and, to the Knowledge of Sellers, enforceableSchedule 4.6(f). Except as set forth on Section 3.13(a) Schedule 4.6(f), no claim is pending --------------- --------------- or, to the best of Seller's Knowledge, threatened against Seller and/or its officers, employees and consultants to the effect that any such Intellectual Property and Information owned or licensed by Seller, or which Seller otherwise has the right to use, is invalid or unenforceable by Seller. Except pursuant to the terms of any licenses specified on Schedule 4.6(f), Seller has no obligation --------------- to compensate any person or entity for the use of any such Intellectual Property and Information, and Seller has not granted any person or entity any license or other right to use any of the Intellectual Property and Information of Seller, whether requiring payment of royalties or not. To Seller's actual knowledge (without independent inquiry), no employee of Seller Disclosure Schedulesis subject to any contractual or legal restrictions which might interfere with their use of their best efforts to promote the interests of Seller. To Sellers' Knowledge, a no employee or consultant of Seller has used any trade-secrets or confidential information of any other person in the course of their work for Seller. To Seller's Knowledge, Seller is the sole and exclusive owner, free and clear of all Liens, other than Permitted Liens, owner of all right, title and interest in its Intellectual Property and Information as purported to the Business Registered IP andbe owned by it. Neither Seller nor, to the Knowledge of SellersSeller's Knowledge, Sellers are the sole and exclusive owners, free and clear of all Liens, other than Permitted Liens, of all right, title and interest in and to the Business Intellectual Property that is not comprised of the Business Registered IP. None of the Business Intellectual Property is subject to any judgment, injunction, stipulation or other order or ruling of any Governmental Authority adversely affecting any of the Sellers’ rights to such Business Intellectual Property. The patents and copyrights set forth on Section 2.01(a)(ii) of the Seller Disclosure Schedules constitute all of the patent assets and copyright registrations that have been applied for by Sellers or their Affiliates that cover, are embodied by or otherwise relate to the Business Proprietary Software. The Business Proprietary Software does not utilize the trademark rights of any Person other than the Sellers and their Affiliates. (b) The conduct of the Business as currently conducted does not Infringe, and, to the Knowledge of Sellers, has not in the past five (5) years Infringed, upon the Intellectual Property of any other Person. (c) Except as set forth on Section 3.13(c) of the Seller Disclosure Schedules, no Seller has received any written claim or notice from any Person during the five (5)-year period prior to the Agreement Date alleging that the conduct of the Business Infringes any Intellectual Property of any other Persons. (d) (i) to the Knowledge of Seller, no Person is currently engaging in any activity that Infringes any Business Intellectual Property, and (ii) during the five (5)-year period prior to the Agreement Date, no Seller has delivered written notice of a claim for any such Infringement to any Person. (e) Section 3.13(e) of the Seller Disclosure Schedules sets forth a complete and correct list of any Open Source Materials that have been incorporated into, integrated with, combined with or linked to any material Business Proprietary Software that (A) has been Distributed by a Seller to any Third Party (other than to any service provider providing services on behalf of or for the benefit of any Seller or any of its Affiliates in the ordinary course employees or consultants has received notice of business) or (B) is subject and to the terms of the GNU Affero General Public License, European Union Public License or other open source license terms Seller's Knowledge there are no claims that require the disclosure of source code to users who interact with such code remotely via a computer network. For purposes of the foregoing sentence, the term “Distributed” means that such Seller has provided a copy of the relevant Business Proprietary Software to a Third Party (other than to any service provider providing services on behalf of or for the benefit of such Seller or any of its Affiliates in the ordinary course of business), whether in source or executable code form. No Seller has incorporated any Open Source Materials into, or combined any Open Source Materials with, any Business Seller's Intellectual Property or Transferred Proprietary Information in any manner that would (i) require any Seller to license or make available any Business Intellectual Property or Transferred Proprietary Information to any other Person in source code form; (ii) require the licensing of such Transferred Proprietary and Information or Business Intellectual Property for the purpose use or ownership thereof by Seller infringes, violates or conflicts with any right of making derivative works thereof; or (iii) impose any material restriction on the consideration to be charged for the distribution of such Transferred Proprietary Information or Business Intellectual Property. Except as set forth on Section 3.13(e) of the Seller Disclosure Schedules, the Sellers and each of their Affiliates are, and have in the past five (5) years been, in material compliance with the applicable licenses for any applicable Open Source Materials used in connection with the development or commercialization of the Business Proprietary Softwarethird party.