Common use of Intellectual Property and IT Clause in Contracts

Intellectual Property and IT. 10.8.1 All application fees, renewal fees and other charges required to be paid for the continuance of all Intellectual Property Rights being registered in the name of an Acquired Company, or for which such registration is pending, or for the maintenance or renewal of such registrations or otherwise in connection with such registrations or applications for registrations have been duly paid. Schedule 10.8.1 contains a complete list of Intellectual Property Rights registered in the name of an Acquired Company, or for which such registration is pending. 10.8.2 Except as disclosed in Schedule 10.8.2, the Acquired Companies own and have full title to all Intellectual Property Rights referred to in Clause 10.8.1 as well as to all other material Intellectual Property Rights, whether registered or not, and all pending applications therefore, acquired by, or generated, created or otherwise arisen in connection with the business of, the Acquired Companies (collectively “Owned Intellectual Property Rights”). 10.8.3 None of the Owned Intellectual Property Rights is subject to or otherwise affected by any license or authority in favor of another or any Encumbrance, nor is there any agreement, arrangement or commitment to give or create any of the foregoing, and, to Seller’s Knowledge, no person has claimed to be entitled to any of the foregoing. 10.8.4 All Owned Intellectual Property Rights are valid and enforceable. 10.8.5 To Seller’s Knowledge, none of the Owned Intellectual Property Rights is being infringed, attacked or opposed by any person. 10.8.6 To Seller’s Knowledge, there is no and has not been any misuse by the Acquired Companies of any confidential or proprietary industrial or commercial information or techniques of any person nor of any other know-how of any person. 10.8.7 To Seller’s Knowledge, none of the Intellectual Property Rights used in the business of the Acquired Companies is infringing or has been alleged to infringe any Intellectual Property Rights of any person. 10.8.8 No claims have been made nor, to Seller’s Knowledge, are any claims threatened, which, if pursued or granted, might be material to the correctness of Seller’s Warranties in Clauses 10.8.4 through 10.8.7. 10.8.9 To Seller’s Knowledge, no confidential or proprietary industrial or commercial information or techniques of the Acquired Companies nor any other know-how of any Acquired Company has been disclosed to any person except in the ordinary course of business and subject to customary confidentiality undertakings. 10.8.10 All Intellectual Property Rights made by current or former employees of the Acquired Companies and used or intended to be used in the business of the Acquired Companies have been made in the normal course of duties of the employees concerned, and there are no outstanding or, to Seller’s Knowledge, potential claims against the Acquired Companies for employee compensation or ownership in respect of any rights, title or interest in, to or under any such Intellectual Property Rights. 10.8.11 All consultants, contractors and similar persons having contributed to any making of any Owned Intellectual Property Rights have assigned to the relevant Acquired Company, by operation of law or by written contract, all rights, title or interest in, to or under any such Intellectual Property Rights. 10.8.12 All Intellectual Property Rights used in the business of the Acquired Companies but not owned by the Acquired Companies are lawfully used with the consent of the owner either under the licenses, to the extent such Intellectual Property Rights constitutes off-the-shelf software freely available commercially (such as Microsoft Office), under applicable click or shrink wrap or similar licenses, all fees and other charges in respect thereof have been duly paid, there is no and, to Seller’s Knowledge, has not been any breach or infringement of any of the terms or conditions for any such license, all such licenses are in full force and effect, and there is no ongoing or, to Seller’s Knowledge, threatening action or proceeding which seeks the variation, revocation or suspension of any such license or, to Seller’s Knowledge, any substantial risk that such licenses will not, as applicable, be possible to renew or prolong. 10.8.13 To Seller’s Knowledge, all Intellectual Property Rights which are necessary in order to conduct the business of the Acquired Companies in all material respects in the same way, and on unchanged financial and other conditions, as presently conducted are either Owned Intellectual Property Rights or lawfully used with the consent of the owner. 10.8.14 Each Acquired Company has in place procedures to prevent unauthorized access and the introduction of viruses, and the taking and storing on-site and off-site back-up copies of the software and data used, generated, created or otherwise arisen in connection with the business of the Acquired Companies.