Common use of Intellectual Property; Information Technology Clause in Contracts

Intellectual Property; Information Technology. (a) Schedule 4.10(a) of the Seller Disclosure Schedule sets forth a list of all material United States and international registrations and applications for: (i) Patents, (ii) Trademarks, and (iii) Copyrights, in each case of the foregoing clauses (i)-(iii), that constitute Acquired Company IP (excluding the IP Seller IP) as of the date hereof (such Intellectual Property, the “Acquired Company Registered IP”). The Acquired Companies solely and exclusively own the Acquired Company IP and IP Seller solely and exclusively owns the IP Seller IP, in each case of the foregoing clauses, free and clear of all Encumbrances (other than Permitted Encumbrances). Each item of Acquired Company Registered IP is duly registered or filed in the name of an Acquired Company, and each item of IP Seller IP is duly registered or file in the name of IP Seller, and all such Acquired Company IP is valid, subsisting and enforceable. None of the Acquired Company IP is subject to any outstanding Order adversely affecting any Acquired Company’s or IP Seller’s use thereof or rights thereto, or that would impair the validity or enforceability thereof. (b) No material Proceeding is pending, or to Seller’s Knowledge, has been threatened in writing, against Seller or its Subsidiaries (including IP Seller and the Acquired Companies), since January 1, 2021, alleging (i) that the conduct of the Business is infringing, misappropriating or otherwise violating any Person’s Intellectual Property, or (ii) the invalidity, misappropriation or unenforceability of or challenging their ownership or scope of any Acquired Company IP. The conduct of the Business as currently conducted does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any third party, and the conduct of the Business has not done so since January 1, 2021. (c) No Proceeding is pending or has been threatened in writing since January 1, 2021, (i) by Seller or its Subsidiaries (including IP Seller and the Acquired Companies), alleging that any Person is infringing, misappropriating or otherwise violating any Acquired Company IP or (ii) by any Acquired Company or, with respect to the Business, Seller or its Subsidiaries, alleging the invalidity, misappropriation or unenforceability of any Intellectual Property. No third party is, in any material respect, infringing, misappropriating or otherwise violating the Acquired Company IP, nor has done so since January 1, 2021. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, Seller and its Subsidiaries, including IP Seller and the Acquired Companies, own or have a valid license to or other right to use all Intellectual Property used in the conduct of the Business; provided that the foregoing is not a representation or warranty with respect to infringement, misappropriation or other violation of Intellectual Property. (e) After the Closing, there will be no Intellectual Property or IT Asset owned by Seller or its Affiliates (other than any Seller Group Marks) that is necessary for or used by the Business as of the Closing as to which no provision is made in this Agreement or any Transaction Document for continued use thereof after the Closing by the Acquired Companies or Purchaser. (f) Each Person who has invented, developed or created material Intellectual Property for or on behalf of the Business has assigned all of its rights in same to an Acquired Company, to the extent such rights do not vest in an Acquired Company by operation of law, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) The Acquired Companies take and have taken commercially reasonable steps to protect and preserve the confidentiality and security of their material Trade Secrets (and Seller and its Subsidiaries have done the same as it relates to the Trade Secrets of the Business), and no such Trade Secrets have been disclosed to any Person except pursuant to non-disclosure obligations that require that Person to maintain the confidentiality of such Trade Secrets. No present or former officer, director, consultant, advisor, employee or independent contractor of any Acquired Company (or as it relates to the Business, of Seller or its other Subsidiaries) is in default or breach of any employment agreement, non-disclosure agreement, assignment of invention agreement or similar agreement relating to the protection, use, or transfer of Acquired Company IP, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Schedule 4.10(h) of the Seller Disclosure Schedule sets forth a list of all material software that is Acquired Company IP (“Proprietary Software”). Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, none of the Acquired Companies, Seller or its other Subsidiaries, have a duty or obligation to disclose, deliver, license or otherwise make available to any other Person any source code of or for the Proprietary Software (“Acquired Company Source Code”) on a contingent basis pursuant to an escrow agreement or similar contractual arrangement. No Acquired Company Source Code has been disclosed to any Person (other than employees and independent contractors of the Acquired Companies that are subject to appropriate confidentiality obligations).

Intellectual Property; Information Technology. (a) Schedule 4.10(a) Cadence and each of the Seller Disclosure Schedule sets forth its Subsidiaries owns, or has a list of all material United States valid right to use and international registrations and applications for: (i) Patents, (ii) Trademarks, and (iii) Copyrightspractice, in the manner used and practiced by Cadence and its applicable Subsidiaries, all Intellectual Property necessary for the conduct of its business as currently conducted. All of such owned Intellectual Property is owned by Cadence and each case of the foregoing clauses (i)-(iii), that constitute Acquired Company IP (excluding the IP Seller IP) as of the date hereof (such Intellectual Property, the “Acquired Company Registered IP”). The Acquired Companies solely and exclusively own the Acquired Company IP and IP Seller solely and exclusively owns the IP Seller IP, in each case of the foregoing clauses, its Subsidiaries free and clear of all any material Liens other than any Permitted Encumbrances (other than Permitted Encumbrancesit being understood that licenses, covenants not to sue and similar rights or immunities granted with respect to Intellectual Property are not “Liens” for the purposes of the foregoing). Each item of Acquired Company Registered IP is duly registered Except as would not reasonably be likely, either individually or filed in the name of an Acquired Companyaggregate, and each item of IP Seller IP is duly registered or file in the name of IP Seller, and all such Acquired Company IP is valid, subsisting and enforceable. None of the Acquired Company IP is subject to any outstanding Order adversely affecting any Acquired Company’s or IP Seller’s use thereof or rights thereto, or that would impair the validity or enforceability thereof. have a Material Adverse Effect on Cadence: (ba) No material Proceeding is pending, or to Seller’s Knowledge, has been threatened in writing, against Seller or its Subsidiaries (including IP Seller and the Acquired Companies), since January 1, 2021, alleging (i) that the conduct of the Business is infringing, misappropriating or otherwise violating any Person’s Intellectual Property, or (ii) the invalidity, misappropriation or unenforceability businesses of or challenging their ownership or scope of any Acquired Company IP. The conduct of the Business as currently conducted Cadence and its Subsidiaries does not infringe, misappropriate or otherwise violate the rights of any person, and since January 1, 2023 has not infringed, misappropriated or otherwise violated the rights of any person, and is and has been (since January 1, 2023) in accordance with any applicable agreement pursuant to which Cadence or any Cadence Subsidiary acquired the right to use any applicable Intellectual Property; (b) no person has, since January 1, 2023, asserted to Cadence in writing that Cadence or any of its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property rights of such person; (c) to the knowledge of Cadence, no person is challenging, infringing on or otherwise violating any third partyright of Cadence or any of its Subsidiaries with respect to any Intellectual Property owned by Cadence or its Subsidiaries; (d) neither Cadence nor any Cadence Subsidiary has, and the conduct of the Business has not done so since January 1, 2021. 2023, received any written notice of any pending claim with respect to any Intellectual Property owned by Cadence or any Cadence Subsidiary; and (ce) No Proceeding is pending or has been threatened in writing since January 1, 20212023, (i) by Seller or its Subsidiaries (including IP Seller and the Acquired Companies), alleging that any Person is infringing, misappropriating or otherwise violating any Acquired Company IP or (ii) by any Acquired Company or, with respect to the Businessknowledge of Cadence, Seller no third party has gained unauthorized access to any information technology assets controlled by Cadence or its Subsidiaries, alleging the invalidity, misappropriation or unenforceability of any Intellectual Property. No third party is, in any material respect, infringing, misappropriating or otherwise violating the Acquired Company IP, nor has done so since January 1, 2021. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, Seller and its Subsidiaries, including IP Seller and the Acquired Companies, own or have a valid license to or other right to use all Intellectual Property used in the conduct of the Business; provided that the foregoing is not a representation or warranty with respect to infringement, misappropriation or other violation of Intellectual Property. (e) After the Closing, there will be no Intellectual Property or IT Asset owned by Seller or its Affiliates (other than any Seller Group Marks) that is necessary for or used by the Business as of the Closing as to which no provision is made in this Agreement or any Transaction Document for continued use thereof after the Closing by the Acquired Companies or Purchaser. (f) Each Person who has invented, developed or created material Intellectual Property for or on behalf of the Business has assigned all of its rights in same to an Acquired Company, to the extent such rights do not vest in an Acquired Company by operation of law, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) The Acquired Companies take and have taken commercially reasonable steps to protect and preserve the confidentiality and security of their material Trade Secrets (and Seller and its Subsidiaries have done the same as it relates to the Trade Secrets of the Business), and no such Trade Secrets have been disclosed to any Person except pursuant to non-disclosure obligations that require that Person to maintain the confidentiality of such Trade Secrets. No present or former officer, director, consultant, advisor, employee or independent contractor of any Acquired Company (or as it relates to the Business, of Seller or its other Subsidiaries) is in default or breach of any employment agreement, non-disclosure agreement, assignment of invention agreement or similar agreement relating to the protection, use, or transfer of Acquired Company IP, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Schedule 4.10(h) of the Seller Disclosure Schedule sets forth a list of all material software that is Acquired Company IP (“Proprietary Software”). Except as would not reasonably be expected to havelikely, either individually or in the aggregate, to have a Material Adverse EffectEffect on Cadence, none Cadence and its Subsidiaries have taken commercially reasonable actions to avoid the abandonment, cancellation or unenforceability of all Intellectual Property owned by Cadence and its Subsidiaries. For purposes of this Agreement, “Intellectual Property” means trademarks, service marks, brand names, Internet domain names, logos, symbols, certification marks, trade dress and other indications of origin, the Acquired Companiesgoodwill associated with the foregoing and registrations in any jurisdiction of, Seller and applications in any jurisdiction to register, the foregoing, including any extension, modification or its renewal of any such registration or application; inventions, discoveries and ideas, whether patentable or not, in any jurisdiction; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), all improvements thereto and any re-examinations, renewals, extensions or reissues thereof, in any jurisdiction; trade secrets and know-how (including processes, technologies, protocols, formulae, prototypes and confidential information and rights in any jurisdiction to limit the use or disclosure thereof by any person); writings and other Subsidiariesworks, have a duty whether copyrightable or obligation to disclosenot and whether in published or unpublished works, deliverin any jurisdiction; and registrations or applications for registration of copyrights in any jurisdiction, license and any renewals or otherwise make available to extensions thereof; and any other Person any source code of similar intellectual property or for the Proprietary Software (“Acquired Company Source Code”) on a contingent basis pursuant to an escrow agreement or similar contractual arrangement. No Acquired Company Source Code has been disclosed to any Person (other than employees and independent contractors of the Acquired Companies that are subject to appropriate confidentiality obligations)proprietary rights.

Intellectual Property; Information Technology. (a) Schedule 4.10(a) of the Seller Disclosure Schedule sets forth a list of all material United States and international registrations and applications for: (i) Patents, (ii) Trademarks, and (iii) Copyrights, in each case of the foregoing clauses (i)-(iii), that constitute Acquired Company IP (excluding the IP Seller IP) Except as of the date hereof (such Intellectual Property, the “Acquired Company Registered IP”). The Acquired Companies solely and exclusively own the Acquired Company IP and IP Seller solely and exclusively owns the IP Seller IP, in each case of the foregoing clauses, free and clear of all Encumbrances (other than Permitted Encumbrances). Each item of Acquired Company Registered IP is duly registered or filed in the name of an Acquired Company, and each item of IP Seller IP is duly registered or file in the name of IP Seller, and all such Acquired Company IP is valid, subsisting and enforceable. None of the Acquired Company IP is subject to any outstanding Order adversely affecting any Acquired Company’s or IP Seller’s use thereof or rights thereto, or that would impair the validity or enforceability thereof. (b) No material Proceeding is pending, or to Seller’s Knowledge, has been threatened in writing, against Seller or its Subsidiaries (including IP Seller and the Acquired Companies), since January 1, 2021, alleging (i) that the conduct of the Business is infringing, misappropriating or otherwise violating any Person’s Intellectual Property, or (ii) the invalidity, misappropriation or unenforceability of or challenging their ownership or scope of any Acquired Company IP. The conduct of the Business as currently conducted does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any third party, and the conduct of the Business has not done so since January 1, 2021. (c) No Proceeding is pending or has been threatened in writing since January 1, 2021, (i) by Seller or its Subsidiaries (including IP Seller and the Acquired Companies), alleging that any Person is infringing, misappropriating or otherwise violating any Acquired Company IP or (ii) by any Acquired Company or, with respect to the Business, Seller or its Subsidiaries, alleging the invalidity, misappropriation or unenforceability of any Intellectual Property. No third party is, in any material respect, infringing, misappropriating or otherwise violating the Acquired Company IP, nor has done so since January 1, 2021. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Comet Material Adverse Effect, Seller Comet and its Subsidiaries own or possess adequate licenses or other valid rights to use all patents, patent applications, patent rights, know-how, trade secrets, trademarks, trademark rights, trade names, trade dress, trade name rights, service marks, service ▇▇▇▇ rights, copyrights, software, domain names, computer programs, technical know-how and other proprietary intellectual property rights (collectively, “Intellectual Property Rights”) necessary for the conduct of their respective businesses as currently being conducted. There are no assertions or claims challenging the validity of any Intellectual Property Rights of Comet or any of its Subsidiaries that are reasonably expected to have, individually or in the aggregate, a Comet Material Adverse Effect. The conduct of Comet’s and its Subsidiaries’ respective businesses as currently conducted does not conflict with, including IP Seller violate, or infringe any Intellectual Property Rights of a third party, except for any such claims that, individually or in the aggregate, do not and the Acquired Companies, own or would not reasonably be expected to have a valid license to or other right to use all Intellectual Property used in the conduct of the Business; provided that the foregoing is not a representation or warranty with respect to infringement, misappropriation or other violation of Intellectual Property. (e) After the Closing, there will be no Intellectual Property or IT Asset owned by Seller or its Affiliates (other than any Seller Group Marks) that is necessary for or used by the Business as of the Closing as to which no provision is made in this Agreement or any Transaction Document for continued use thereof after the Closing by the Acquired Companies or Purchaser. (f) Each Person who has invented, developed or created material Intellectual Property for or on behalf of the Business has assigned all of its rights in same to an Acquired CompanyComet Material Adverse Effect. No claims are pending or, to the extent knowledge of Comet, threatened that Comet or any of its Subsidiaries are infringing or otherwise adversely affecting the rights of any Person with regard to any Intellectual Property Rights, except for any such rights claims that, individually or in the aggregate, do not vest in an Acquired Company and would not reasonably be expected to have a Comet Material Adverse Effect. To the knowledge of Comet, no Person is infringing, misappropriating or otherwise violating any of the Intellectual Property Rights owned by operation or licensed by or to Comet or any of law, its Subsidiaries except as do not and would not reasonably be expected to have, individually or in the aggregate, a Comet Material Adverse Effect. (g) The Acquired Companies take and have taken commercially reasonable steps to protect and preserve the confidentiality and security . No Proceeding is pending or has been threatened by Comet or any of their material Trade Secrets (and Seller and its Subsidiaries have done the same as it relates against any Person with regard to the Trade Secrets of the Business), and no such Trade Secrets have been disclosed to any Person except pursuant to non-disclosure obligations that require that Person to maintain the confidentiality of such Trade Secrets. No present or former officer, director, consultant, advisor, employee or independent contractor of any Acquired Company (or as it relates to the Business, of Seller or its other Subsidiaries) is in default or breach of any employment agreement, non-disclosure agreement, assignment of invention agreement or similar agreement relating to the protectionownership, use, infringement, misappropriation, violation, validity or transfer enforceability of Acquired Company IPany Intellectual Property Rights, except as do not and would not reasonably be expected to have, individually or in the aggregate, a Comet Material Adverse Effect. (hb) Schedule 4.10(h) Since January 1, 2015, there has been no failure, material substandard performance, breach of or unauthorized access to any IT Systems of Comet or any of its Subsidiaries that has caused any material disruption to the Seller Disclosure Schedule sets forth a list business of all material software that is Acquired Company IP (“Proprietary Software”). Except Comet or any of its Subsidiaries or, to the knowledge of Comet, resulted in any unauthorized disclosure of or access to any data owned, collected or controlled by Comet or any of its Subsidiaries, in each case except as do not and would not reasonably be expected to have, individually or in the aggregate, a Comet Material Adverse Effect. Comet and its Subsidiaries have taken commercially reasonable measures to protect the integrity and security of their respective information technology systems and the data stored thereon from unauthorized use, none access or modification by third Persons. For purposes of this Agreement, “IT Systems” means (a) all computing and/or communications systems and equipment, including any internet, intranet, extranet, e-mail or voice mail systems; (b) all computer software, the Acquired Companiestangible media on which it is recorded (in any form) and all supporting documentation, Seller or its other Subsidiariesdata and databases; and (c) all peripheral equipment related to the foregoing, have a duty or obligation to discloseincluding printers, deliverscanners, license or otherwise make available to any other Person any source code of or for the Proprietary Software (“Acquired Company Source Code”) on a contingent basis pursuant to an escrow agreement or similar contractual arrangement. No Acquired Company Source Code has been disclosed to any Person (other than employees switches, routers, network equipment and independent contractors of the Acquired Companies that are subject to appropriate confidentiality obligations)removable media.

Intellectual Property; Information Technology. (a) Schedule 4.10(aSection 3.15(a) of the Seller Disclosure Schedule Letter sets forth a true and correct list of all material United States and international registrations and applications for: (i) Patents, all registered Intellectual Property and applications for registration of Intellectual Property and (ii) Trademarks, and (iii) Copyrightsall Software material to the FSS Business that are, in each case of the foregoing clauses (i)-(iiii) and (ii), that constitute Acquired Company either (A) Business IP or (excluding the IP Seller IPB) owned or, as of the date hereof Closing, will be owned, by any Acquired Company, including in each case of (such i) and (ii) a brief description of the Intellectual PropertyProperty and specifying the owner and, in the case of (i), the jurisdiction and, if any, the registration and application number (collectively, the “Acquired Company Registered Material Owned IP”). The Acquired Companies solely and exclusively own To the Acquired Company IP and IP Seller solely and exclusively owns the IP Seller IPKnowledge of Seller, in each case all of the foregoing clausesMaterial Owned IP is valid, enforceable and subsisting. All required filings and fees related to the registered or applied-for Material Owned IP have been timely filed with and paid to the relevant Governmental Entity. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, Seller or one of its Affiliates owns, free and clear of all Encumbrances (Encumbrances, other than Permitted Encumbrances). Each item of Acquired Company Registered , the Business IP is duly registered or filed in the name of an Acquired Company, and each item of IP Seller IP is duly registered or file in the name of IP Seller, and all such Acquired Company IP is valid, subsisting and enforceable. None of the Acquired Company IP is subject to any outstanding Order adversely affecting Intellectual Property owned by any Acquired Company’s or IP Seller’s use thereof or rights thereto, or that would impair the validity or enforceability thereof. (b) No Except as would not reasonably be expected to be, individually or in the aggregate, material Proceeding is pendingto the FSS Business, or to Seller’s Knowledge, has been threatened in writing, against Seller or its Subsidiaries (including IP Seller and the Acquired Companies), since January 1, 2021, alleging (i) that to the conduct Knowledge of Seller, the Business is infringing, misappropriating or otherwise violating any Person’s Intellectual Property, or (ii) the invalidity, misappropriation or unenforceability of or challenging their ownership or scope of any Acquired Company IP. The conduct of the FSS Business as currently presently conducted does not infringe, misappropriate or otherwise violate the any Third Party’s Intellectual Property rights of any third party, and the conduct of the Business has not done so since January 1, 2021. (c) No Proceeding is pending or has been threatened in writing since January 1, 2021Property, (iii) by Seller or its Subsidiaries (including IP Seller and to the Acquired Companies)Knowledge of Seller, alleging that any no Person is infringing, misappropriating or otherwise violating any Acquired Company Business IP or and (iiiii) by any Acquired Company there is no claim pending or, with respect to the BusinessKnowledge of Seller, threatened in writing during the six (6) months prior to the date hereof by or against Seller or any of its Subsidiaries, alleging Affiliates related to either of the invalidity, misappropriation or unenforceability of any Intellectual Property. No third party is, in any material respect, infringing, misappropriating or otherwise violating the Acquired Company IP, nor has done so since January 1, 2021foregoing. (dc) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, Seller and its Subsidiaries, including Affiliates have taken commercially reasonable efforts to maintain the enforceability of the Business IP Seller and the Intellectual Property owned by the Acquired CompaniesCompanies under applicable Law, own and to protect the confidentiality of material Trade Secrets included in the Business IP and Personal Information held by Seller or one of its Affiliates and exclusively or primarily related to the FSS Business. To the Knowledge of Seller, there has not been any disclosure of any material Trade Secret included in the Business IP to any Person in a manner that has resulted or is likely to result in the loss of Trade Secret rights in and to such information. (d) Since January 1, 2019, there have a valid license to been no failures, breakdowns, continued substandard performance or other right adverse events affecting the Information Technology that forms a part of the Purchased Assets or the Information Technology licensed or made available under any Transferred Contract, or that is otherwise owned or leased by Seller or any of its Affiliates and used exclusively or primarily in the FSS Business (collectively, the “IT Systems”) that (i) have caused any material disruption or material interruption in or to the use all Intellectual Property used in of such IT Systems that adversely impacted the conduct of the Business; provided that the foregoing is not a representation or warranty with respect to infringement, misappropriation or other violation of Intellectual Property. (e) After the Closing, there will be no Intellectual Property or IT Asset owned by Seller or its Affiliates (other than any Seller Group Marks) that is necessary for or used by the Business as of the Closing as to which no provision is made in this Agreement or any Transaction Document for continued use thereof after the Closing by the Acquired Companies or Purchaser. (f) Each Person who has invented, developed or created material Intellectual Property for or on behalf of the Business has assigned all of its rights in same to an Acquired Company, to the extent such rights do not vest in an Acquired Company by operation of law, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) The Acquired Companies take and have taken commercially reasonable steps to protect and preserve the confidentiality and security of their material Trade Secrets (and Seller and its Subsidiaries have done the same as it relates to the Trade Secrets of the Business), and no such Trade Secrets (ii) have not been disclosed to any Person except pursuant to non-disclosure obligations that require that Person to maintain the confidentiality of such Trade Secrets. No present or former officer, director, consultant, advisor, employee or independent contractor of any Acquired Company (or as it relates to the Business, of Seller or its other Subsidiaries) is remedied in default or breach of any employment agreement, non-disclosure agreement, assignment of invention agreement or similar agreement relating to the protection, use, or transfer of Acquired Company IP, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Schedule 4.10(h) of the Seller Disclosure Schedule sets forth a list of all material software that is Acquired Company IP (“Proprietary Software”)respects. Except as would not reasonably be expected to havebe material to the FSS Business, individually since January 1, 2019, to the Knowledge of Seller, there have not been any incidents of unauthorized access or in the aggregate, a Material Adverse Effect, none other security breaches of the Acquired CompaniesIT Systems. The IT Systems (x) are in reasonable operating condition and are adequate and suitable for the purposes for which they are being used or held for use, (y) perform, and have been maintained by Seller and its Affiliates in material conformance with their documentation, and (z) to the Knowledge of Seller, do not contain any viruses, Trojan horses, disabling code or “malware” that would reasonably be expected to materially interfere with the ability of Buyer or its Affiliates to conduct the FSS Business. Seller and its Affiliates have taken commercially reasonable steps (including implementing and monitoring compliance with adequate administrative, technical and physical safeguards) to protect the integrity and security of the IT Systems and the information stored therein (including all Personal Information, Trade Secrets, and other confidential information owned, and collected, protected, or maintained by Seller or its Affiliates) from misuse or unauthorized use, access, disclosure, or modification by third parties in compliance with applicable Privacy Laws. (e) All employees, independent contractors and consultants who contributed to the discovery, creation or development of any Business IP or Intellectual Property Owned by an Acquired Company have transferred all rights, title and interest in such Intellectual Property to Seller or one of its Affiliates pursuant to enforceable written agreements, the work-for-hire doctrine or other Subsidiariesconveyance of rights. No such employee, have a duty independent contractor or obligation consultant has any right, title, license, claim or interest whatsoever in or with respect to disclosesuch Intellectual Property. (f) The FSS Financial Wellness Tools that constitute Intellectual Property are either Business IP, deliverowned an Acquired Company, license or otherwise make will be licensed or made available to any other Person any source code of Buyer or for the Proprietary Software (“Acquired Company Source Code”) on a contingent basis its Affiliates pursuant to an escrow agreement this Agreement or similar contractual arrangement. No Acquired Company Source Code has been disclosed to any Person (other than employees and independent contractors of the Acquired Companies that are subject to appropriate confidentiality obligations)Ancillary Agreements.

Intellectual Property; Information Technology. (a) Schedule 4.10(aSection 5.8(a) of the Seller Disclosure Schedule sets forth forth, as of the date of this Agreement, a complete and accurate list of all material United States and international registrations and applications forSeller IP that is, as of the date hereof: (i) Patentsissued, registered or subject to an application for registration and that is Purchased IP; (ii) Trademarks, material unregistered trademarks that are Purchased IP; and (iii) Copyrights, in each case proprietary software that is Purchased IP. b) To the Knowledge of the foregoing clauses (i)-(iii)Seller, that constitute Acquired Company IP (excluding except as would not reasonably be expected to have a Material Adverse Effect, with respect to the IP Seller IP) as Purchased Assets, neither of the date hereof (such Intellectual Property, the “Acquired Company Registered IP”). The Acquired Companies solely and exclusively own the Acquired Company IP and IP Seller solely and exclusively owns the IP Seller IP, in each case Selling Entities nor any of the foregoing clauses, free and clear of all Encumbrances (other than Permitted Encumbrances). Each item of Acquired Company Registered IP is duly registered or filed in the name of an Acquired Company, and each item of IP Seller IP is duly registered or file in the name of IP Seller, and all such Acquired Company IP is valid, subsisting and enforceable. None of the Acquired Company IP is subject to any outstanding Order adversely affecting any Acquired Company’s or IP Seller’s use thereof or rights thereto, or that would impair the validity or enforceability thereof. (b) No material Proceeding is pending, or to Seller’s Knowledge, has been threatened in writing, against Seller or its Subsidiaries (including IP Seller and the Acquired Companies), since January 1, 2021, alleging (i) that the conduct of the Business is infringing, misappropriating misappropriating, diluting, or otherwise violating any Person’s Intellectual Property, or (ii) the invalidity, misappropriation or unenforceability of or challenging their ownership or scope of any Acquired Company IP. The conduct of the Business as currently conducted does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any third partyPerson. With respect to the Purchased IP, except as would not reasonably be expected to have a Material Adverse Effect, there is no Proceeding pending and none of the Selling Entities nor any of their respective Subsidiaries has received any written, and the conduct Seller is not aware of the Business has not done so any oral, charge, complaint, claim, demand, or notice since January 1, 20212021 (or earlier, if presently not fully resolved) alleging, and Seller is not aware of any facts or circumstances that would reasonably be expected to give rise to any charge, complaint, claim, demand, or notice alleging: either (i) any such infringement, misappropriation, dilution, or violation or (ii) challenging the use, validity, ownership, or enforceability of any Purchased IP. (c) No Proceeding To the Knowledge of the Seller, except as would not reasonably be expected to have a Material Adverse Effect, no Person is pending infringing, misappropriating, diluting or otherwise violating any Purchased IP. Neither any Selling Entity nor any of its Subsidiaries has been threatened in writing made or asserted any charge, complaint, claim, demand or notice since January 1, 20212021 (or earlier, (iif presently not fully resolved) by Seller alleging any such infringement, misappropriation, dilution, or its Subsidiaries (including IP Seller and the Acquired Companies), alleging that any Person is infringing, misappropriating or otherwise violating any Acquired Company IP or (ii) by any Acquired Company or, with respect to the Business, Seller or its Subsidiaries, alleging the invalidity, misappropriation or unenforceability of any Intellectual Property. No third party is, in any material respect, infringing, misappropriating or otherwise violating the Acquired Company IP, nor has done so since January 1, 2021violation. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, Seller to the Knowledge of the Seller, the IT Systems are in good working condition and its Subsidiariesare sufficient for the use and operation of the Purchased Assets as currently used and operated by the Selling Entities. Since January 1, 2021 (or earlier, if presently not fully resolved), there has been no material malfunction, failure, continued substandard performance, denial-of-service, or other cyber incident, including IP any cyberattack, or other substantial impairment of the IT Systems that has resulted in material disruption or damage to the Purchased Assets. e) The Seller Entities have complied in all material respects with all applicable Laws and all internal or publicly posted policies, notices, and statements concerning the Acquired Companiescollection, own use, processing, storage, transfer, and security of personal information in the use and operation of the Purchased Assets. Since January 1, 2021 (or have a valid license earlier, if presently not fully resolved), no Seller Entity has, in connection with the use or operation of the Purchased Assets (i) experienced any actual, alleged, or suspected data breach or other material security incident involving personal information in its possession or control or (ii) to the Knowledge of Seller, been subject to or other right to use all Intellectual Property used in the conduct received any notice of the Business; provided that the foregoing is not a representation or warranty with respect to infringementany audit, misappropriation investigation, complaint, or other action by any Governmental Authority or other Person concerning the collection, use, processing, storage, transfer, or protection of personal information or actual, alleged, or suspected violation of Intellectual Property. (e) After any applicable Law concerning privacy, data security, or data breach notification, and to the ClosingKnowledge of Seller, there will be are no Intellectual Property facts or IT Asset owned by Seller or its Affiliates (other than any Seller Group Marks) circumstances that is necessary for or used by the Business as of the Closing as to which no provision is made in this Agreement or any Transaction Document for continued use thereof after the Closing by the Acquired Companies or Purchaser. (f) Each Person who has invented, developed or created material Intellectual Property for or on behalf of the Business has assigned all of its rights in same to an Acquired Company, to the extent such rights do not vest in an Acquired Company by operation of law, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) The Acquired Companies take and have taken commercially reasonable steps give rise to protect and preserve the confidentiality and security of their material Trade Secrets (and Seller and its Subsidiaries have done the same as it relates to the Trade Secrets any of the Business), and no such Trade Secrets have been disclosed to any Person except pursuant to non-disclosure obligations that require that Person to maintain the confidentiality of such Trade Secrets. No present or former officer, director, consultant, advisor, employee or independent contractor of any Acquired Company (or as it relates to the Business, of Seller or its other Subsidiaries) is in default or breach of any employment agreement, non-disclosure agreement, assignment of invention agreement or similar agreement relating to the protection, use, or transfer of Acquired Company IP, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectforegoing. (h) Schedule 4.10(h) of the Seller Disclosure Schedule sets forth a list of all material software that is Acquired Company IP (“Proprietary Software”). Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, none of the Acquired Companies, Seller or its other Subsidiaries, have a duty or obligation to disclose, deliver, license or otherwise make available to any other Person any source code of or for the Proprietary Software (“Acquired Company Source Code”) on a contingent basis pursuant to an escrow agreement or similar contractual arrangement. No Acquired Company Source Code has been disclosed to any Person (other than employees and independent contractors of the Acquired Companies that are subject to appropriate confidentiality obligations).

Intellectual Property; Information Technology. (a) Schedule 4.10(aSeller or one of its Affiliates exclusively owns the Business Owned IP or has a valid, subsisting and enforceable license to use the Business Licensed IP, in each case free and clear of all Encumbrances, other than Permitted Encumbrances. Except as would not be material and adverse to the Business, all Business Owned IP shall be owned or available for use by the Buyer or Buyer Party immediately after the Closing on terms and conditions substantially 50213729.30 the same as those under which Seller and its Affiliates owned or used such Intellectual Property immediately prior to the Closing. (b) Section 3.14(b) of the Seller Disclosure Schedule Letter sets forth a true, complete and accurate list of all material United States and international registrations and applications for: (i) Patents, (ii) Trademarks, and (iii) Copyrights, in each case of the foregoing clauses (i)-(iii), that constitute Acquired Company all registered or applied for Business Owned IP (excluding the IP Seller IPexpressly including any issued patents, patent applications, registered Trademarks or Trademark applications, copyrights or copyright applications, Internet domain names and social media accounts) including, as of the date hereof (such Intellectual Propertyapplicable, the jurisdictions in which each such item of Intellectual Property has been issued or registered or in which any application for such issuance and registration has been filed, or in which any other filing or recordation has been made (the “Acquired Company Registered IP”), and (ii) all material Business Software. All registration, maintenance and renewal fees currently due in connection with the Registered IP have been paid and all documents, recordations and certificates in connection with such registered Intellectual Property currently required to be filed have been filed with the relevant patent, copyright, trademark, or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of prosecuting, maintaining and perfecting such registered Intellectual Property and recording Seller’s or its applicable Affiliate’s ownership interests therein. The Acquired Companies solely and exclusively own the Acquired Company IP and IP Seller solely and exclusively owns the IP Seller IP, in each case of the foregoing clauses, free and clear of all Encumbrances (other than Permitted Encumbrances). Each item of Acquired Company Registered IP is duly registered or filed in the name of an Acquired Company, and each item of IP Seller IP is duly registered or file in the name of IP Seller, and all such Acquired Company IP is valid, subsisting and enforceable. None of the Acquired Company IP is subject to any outstanding Order adversely affecting any Acquired Company’s or IP Seller’s use thereof or rights thereto, or that would impair the validity or enforceability thereof. (bi) No material Proceeding Neither the Business as conducted since January 1, 2021 nor as presently conducted, nor the use of the Business IP, infringes, misappropriates, dilutes or otherwise violates (and has not since January 1, 2021 infringed, misappropriated, diluted or otherwise violated) any Third Party’s Intellectual Property, (ii) to the Knowledge of Seller, there is pending, or to Seller’s Knowledge, not and has been threatened in writing, against Seller or its Subsidiaries (including IP Seller and the Acquired Companies)not been, since January 1, 2021, alleging any infringement, misappropriation, dilution or other violation of any Business Owned IP by any Third Party and (iiii) that there is no claim pending, alleged or threatened in writing, or to the conduct Knowledge of Seller, orally by or against Seller or any of its Affiliates (A) related to either of the Business is infringing, misappropriating foregoing or otherwise violating any Person’s Intellectual Property(B) challenging the validity or enforceability, or (ii) the invalidity, misappropriation or unenforceability of or challenging their ownership or scope of any Acquired Company IP. The conduct of the Business as currently conducted does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any third party, and the conduct of the Business has not done so since January 1, 2021. (c) No Proceeding is pending or has been threatened in writing since January 1, 2021, (i) by Seller Seller’s or its Subsidiaries (including IP Seller and the Acquired Companies)Affiliates’ rights in, alleging that any Person is infringing, misappropriating or otherwise violating any Acquired Company IP or (ii) by any Acquired Company or, with respect to the Business, Seller or its Subsidiaries, alleging the invalidity, misappropriation or unenforceability of any Intellectual Property. No third party is, in any material respect, infringing, misappropriating or otherwise violating the Acquired Company Business Owned IP, nor has done so since January 1, 2021. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, Seller and its Subsidiaries, including IP Seller and the Acquired Companies, own or have a valid license to or other right to use all Intellectual Property used in the conduct None of the Business; provided material Business IP is subject to any proceeding or outstanding Order, Contract or stipulation restricting in any manner the use, transfer or licensing by Seller or any of its Affiliates of any material Business IP or that may affect the foregoing is not a representation validity, use or warranty with respect to infringement, misappropriation or other violation enforceability of Intellectual Propertyany such Business IP. (e) After the ClosingNo license to any Business IP grants any Third Party exclusive rights in, there will be no Intellectual Property to or IT Asset owned by Seller or its Affiliates (other than under any Seller Group Marks) that is necessary for or used by the Business as of the Closing as to which no provision is made in this Agreement or any Transaction Document for continued use thereof after the Closing by the Acquired Companies or PurchaserIP. (f) Each Person who has invented, developed or created material Intellectual Property for or on behalf of the Business has assigned all of Seller and its rights in same to an Acquired Company, to the extent such rights do not vest in an Acquired Company by operation of law, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) The Acquired Companies take and Affiliates have taken commercially reasonable steps actions to protect and preserve the confidentiality and security of their material Trade Secrets (and Seller and its Subsidiaries have done the same as it relates to the Trade Secrets of the Business), and no such Trade Secrets have been disclosed to any Person except pursuant to non-disclosure obligations that require that Person to maintain the confidentiality of material Trade Secrets and other material confidential information included in the Business IP. There has not been any disclosure of any material Trade Secret included in the Business IP to any Person in a manner that has resulted or is likely to result in the loss of Trade Secret rights in and to such information. All current and former employees, officers, directors, consultants, and independent contractors of Seller or its Affiliates have been subject to a reasonable policy or code of conduct, consistent with standard industry practices, or executed an agreement prohibiting disclosure of any Trade SecretsSecrets and material confidential information included in the Business IP. No present current or former employee, officer, director, consultant, advisor, employee or independent contractor of any Acquired Company (or as it relates to the Business, of Seller or its other Subsidiaries) is in default or breach of any employment agreement, non-disclosure agreement, assignment of invention agreement or similar agreement relating to the protection, use, or transfer of Acquired Company IP, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Schedule 4.10(h) of the Seller Disclosure Schedule sets forth a list of all material software that is Acquired Company IP (“Proprietary Software”). Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, none of the Acquired Companies, Seller or its other Subsidiaries, have a duty or obligation to disclose, deliver, license or otherwise make available to any other Person any source code of or for the Proprietary Software (“Acquired Company Source Code”) on a contingent basis pursuant to an escrow agreement or similar contractual arrangement. No Acquired Company Source Code Affiliates has been disclosed to any Person (other than employees and independent contractors of the Acquired Companies that are subject to appropriate confidentiality obligations).misappropriated any

Intellectual Property; Information Technology. (a) Schedule 4.10(aSection 5.8(a) of the Seller Disclosure Schedule sets forth forth, as of the date of this Agreement, a complete and accurate list of all material United States and international registrations and applications for: (i) PatentsSeller IP that is, (ii) Trademarks, and (iii) Copyrights, in each case of the foregoing clauses (i)-(iii), that constitute Acquired Company IP (excluding the IP Seller IP) as of the date hereof (such Intellectual Propertyhereof, the “Acquired Company Registered IP”). The Acquired Companies solely and exclusively own the Acquired Company IP and IP Seller solely and exclusively owns the IP Seller IPissued, in each case of the foregoing clauses, free and clear of all Encumbrances (other than Permitted Encumbrances). Each item of Acquired Company Registered IP is duly registered or filed in the name of an Acquired Company, and each item of IP Seller IP is duly registered or file in the name of IP Seller, and all such Acquired Company IP is valid, subsisting and enforceable. None of the Acquired Company IP is subject to any outstanding Order adversely affecting any Acquired Company’s or IP Seller’s use thereof or rights thereto, or an application for registration and that would impair the validity or enforceability thereofis Purchased IP. (b) No material Proceeding is pending, or to Seller’s Knowledge, has been threatened in writing, against Seller or its Subsidiaries (including IP Seller and To the Acquired Companies), since January 1, 2021, alleging (i) that the conduct Knowledge of the Business Seller, except as would not reasonably be expected to have a Material Adverse Effect, with respect to the Purchased Assets, neither of the Selling Entities nor any of the Subsidiaries is infringing, misappropriating misappropriating, diluting, or otherwise violating any Person’s Intellectual Property, or (ii) the invalidity, misappropriation or unenforceability of or challenging their ownership or scope of any Acquired Company IP. The conduct of the Business as currently conducted does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any third partyPerson. With respect to the Purchased IP, except as would not reasonably be expected to have a Material Adverse Effect, there is no Proceeding pending and the conduct none of the Business Selling Entities nor any of their respective Subsidiaries has not done so received any written charge, complaint, claim, demand, or notice since January 1, 20212021 (or earlier, if presently not fully resolved) alleging: either (i) any such infringement, misappropriation, dilution, or violation or (ii) challenging the use, validity, ownership, or enforceability of any Purchased IP. (c) No Proceeding To the Knowledge of the Seller, except as would not reasonably be expected to have a Material Adverse Effect, no Person is pending infringing, misappropriating, diluting or otherwise violating any Purchased IP. Neither any Selling Entity nor any of its Subsidiaries has been threatened in writing made or asserted any written charge, complaint, claim, demand or notice since January 1, 20212021 alleging any such infringement, (i) by Seller misappropriation, dilution, or its Subsidiaries (including IP Seller and the Acquired Companies), alleging that any Person is infringing, misappropriating or otherwise violating any Acquired Company IP or (ii) by any Acquired Company or, with respect to the Business, Seller or its Subsidiaries, alleging the invalidity, misappropriation or unenforceability of any Intellectual Property. No third party is, in any material respect, infringing, misappropriating or otherwise violating the Acquired Company IP, nor has done so since January 1, 2021violation. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, Seller and its Subsidiaries, including IP Seller and to the Acquired Companies, own or have a valid license to or other right to use all Intellectual Property used in the conduct Knowledge of the Business; provided that Seller, the foregoing is not a representation or warranty with respect to infringement, misappropriation or other violation of Intellectual Property. (e) After the Closing, there will be no Intellectual Property or IT Asset owned by Seller or its Affiliates (other than any Seller Group Marks) that is necessary for or used Systems operate as required by the Business as of the Closing as to which no provision is made in this Agreement or any Transaction Document for continued use thereof after the Closing by the Acquired Companies or PurchaserSelling Entities. (f) Each Person who has invented, developed or created material Intellectual Property for or on behalf of the Business has assigned all of its rights in same to an Acquired Company, to the extent such rights do not vest in an Acquired Company by operation of law, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (g) The Acquired Companies take and have taken commercially reasonable steps to protect and preserve the confidentiality and security of their material Trade Secrets (and Seller and its Subsidiaries have done the same as it relates to the Trade Secrets of the Business), and no such Trade Secrets have been disclosed to any Person except pursuant to non-disclosure obligations that require that Person to maintain the confidentiality of such Trade Secrets. No present or former officer, director, consultant, advisor, employee or independent contractor of any Acquired Company (or as it relates to the Business, of Seller or its other Subsidiaries) is in default or breach of any employment agreement, non-disclosure agreement, assignment of invention agreement or similar agreement relating to the protection, use, or transfer of Acquired Company IP, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) Schedule 4.10(h) of the Seller Disclosure Schedule sets forth a list of all material software that is Acquired Company IP (“Proprietary Software”). Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, none of the Acquired Companies, Seller or its other Subsidiaries, have a duty or obligation to disclose, deliver, license or otherwise make available to any other Person any source code of or for the Proprietary Software (“Acquired Company Source Code”) on a contingent basis pursuant to an escrow agreement or similar contractual arrangement. No Acquired Company Source Code has been disclosed to any Person (other than employees and independent contractors of the Acquired Companies that are subject to appropriate confidentiality obligations).