Common use of Proprietary Assets Clause in Contracts

Proprietary Assets. (a) Part 2.6(a) of the Company Disclosure Schedule sets forth all U.S. and foreign patents, patent applications, trademarks, trademark applications, copyright registrations and copyright applications owned by any of the Acquired Corporations. Each Acquired Corporation has good, valid and marketable title to, or has a valid right to use, license or otherwise exploit, all of the Acquired Corporation Proprietary Assets necessary for the conduct of such Acquired Corporation's business as presently conducted, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable; and (ii) non-material liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations. None of the Acquired Corporations have developed jointly with any other Person any Acquired Corporation Proprietary Asset that is material to the business of any of the Acquired Corporations with respect to which such other Person has any rights. There is no Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Proprietary Asset. (i) All material patents, trademarks, service marks and copyrights owned by any of the Acquired Corporations are valid, enforceable and subsisting; (ii) none of the Acquired Corporation Proprietary Assets and no Proprietary Asset that is currently being developed by any of the Acquired Corporations (either by itself or with any other Person) infringes, misappropriates or conflicts with any Proprietary Asset owned or used by any other Person; (iii) none of the products that are or have been designed, created, developed, assembled, manufactured or sold by any of the Acquired Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and none of such products has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and none of the Acquired Corporations has received any written notice or, to its knowledge, other communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; and (iv) to the Company's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Proprietary Asset. The Acquired Corporation Proprietary Assets constitute all the Proprietary Assets necessary to enable each of the Acquired Corporations to conduct its business in the manner in which such business is being conducted. None of the Acquired Corporations has (A) licensed any of the Acquired Corporation Proprietary Assets to any Person on an exclusive basis, or (B) entered into any covenant not to compete or Contract limiting its ability to exploit fully any material Acquired Corporation Proprietary Assets or to transact business in any market or geographical area or with any Person.

Proprietary Assets. (a) Part Schedule 2.6(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all U.S. and foreign patents, patent applications, invention disclosures, trademarks, service marks, trademark and service mark registrations and applications, copyright registrations registrations, copyrigh▇ ▇▇plications, material unregistered copyrights and copyright applications domain names owned by any of the Acquired Corporations. Each Acquired Corporation has good, valid and marketable title to, or has a valid and enforceable right to use, license or otherwise exploit, all of the Acquired Corporation Proprietary Assets necessary for the conduct of such that Acquired Corporation's business as presently conducted, free and clear of all Encumbrances, except for (i) any lien for current taxes Taxes not yet due and payable; and (ii) non-material liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the . No Acquired Corporations. None of the Acquired Corporations have Corporation has developed jointly with any other Person any Acquired Corporation Proprietary Asset that is material to the business of any of the Acquired Corporations Assets with respect to which such other Person has any rights. There is no Acquired Corporation Contract (with the exception of end user license agreements Contracts in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Proprietary AssetAssets owned or exclusively licensed by any Acquired Corporation. (i) All material patents, trademarks, service marks and copyrights owned by any of the Acquired Corporations Corporation Proprietary Assets are valid, enforceable and subsisting; (ii) none of the Acquired Corporation Proprietary Assets and no Proprietary Asset Assets that is are currently being developed by any of the Acquired Corporations Corporation (either by itself or with any other Person) infringes, misappropriates misappropriates, violates or conflicts with any Proprietary Asset owned or used by any other Person; (iii) none of the products or services that are or have been designed, created, developed, assembled, performed, manufactured or sold by any of the Acquired Corporations Corporation is infringing, misappropriating misappropriating, violating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and none of such products or services has at any time infringed, misappropriated misappropriated, violated or made any unlawful or unauthorized use of, and none of the no Acquired Corporations Corporation has received any written notice or, to its knowledge, other communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; and (iv) the operation of the business of each Acquired Corporation as it currently is conducted does not and after Closing when conducted in substantially the same manner will not, infringe, misappropriate, violate or make any unlawful or unauthorized use of any Proprietary Asset of any Person; and (v) to the Company's knowledgeknowledge of each Acquired Corporation, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Proprietary AssetAssets. The Acquired Corporation Proprietary Assets constitute all the Proprietary Assets necessary to enable each of the Acquired Corporations Corporation to conduct its business in the manner in which such business is being conducted. After the Closing, the Acquired Corporations will retain good, valid, and enforceable title to the Acquired Corporation Proprietary Assets, free and clear of all Encumbrances and on the same terms and conditions as in effect immediately prior to the Closing. None of the Acquired Corporations has (A) licensed any of the Acquired Corporation Proprietary Assets to any Person on an exclusive basis, or (B) entered into any covenant not to compete or Contract limiting its ability to exploit fully any material Acquired Corporation Proprietary Assets or to transact business in any market or geographical area or with any Person. (c) Each Acquired Corporation has taken all reasonable steps that are required to protect its rights in its own confidential information and trade secrets and in any confidential information or trade secrets provided by any other Person to such Acquired Corporation. Without limiting the foregoing, each Acquired Corporation has, and enforces, a policy requiring each employee, consultant and contractor to execute a proprietary information and confidentiality agreement, substantially in the form attached to Schedule 2.6(c) of the Company Disclosure Schedule, and all current and former employees, consultants and contractors of each Acquired Corporation have executed such an agreement.

Proprietary Assets. (a) As of the date hereof, Part 2.6(a2.6(a)(i) of the Company Disclosure Schedule sets forth all U.S. and foreign issued patents, patent applications, registered trademarks, trademark applications, copyright registrations registered copyrights and copyright applications owned by any of the Acquired Corporations. Each As of the date hereof, Part 2.6(a)(ii) of the Company Disclosure Schedule identifies any ongoing royalty or payment obligations in excess of $100,000 with respect to, each Proprietary Asset that is licensed or otherwise made available to any of the Acquired Corporations by any Person and is material to the business of the Acquired Corporations (except for any Proprietary Asset that is licensed to any Acquired Corporation has goodunder any third party software license generally available to the public for a cost of less than $10,000), valid and marketable title to, or has a valid right to use, license identifies the Contract under which such Proprietary Asset is being licensed or otherwise exploit, made available to such Acquired Corporation. The Acquired Corporations own all of the Acquired Corporation Proprietary Assets necessary for identified or required to be identified in Part 2.6(a)(i) of the conduct of such Acquired Corporation's business as presently conductedCompany Disclosure Schedule, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable; , and (ii) non-material minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets such Acquired Corporation Proprietary Asset subject thereto or materially impair the operations of any of the Acquired Corporations. The Acquired Corporations have a valid right to use, license and otherwise exploit all Proprietary Assets identified or required to be identified in Part 2.6(a)(ii) of the Company Disclosure Schedule. None of the Acquired Corporations have has developed jointly with any other Person any Acquired Corporation Proprietary Asset owned by any of the Acquired Corporations that is material to the business of any of the Acquired Corporations and with respect to which such other Person has any rights. There is no Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Acquired Corporation Proprietary Asset owned by any of the Acquired Corporations that is material to the business of the Acquired Corporations. (b) The Acquired Corporations have taken reasonable measures and precautions to protect and maintain the confidentiality, secrecy and value of all material Acquired Corporation Proprietary Assets. Without limiting the generality of the foregoing, (i) each current or former employee of each Acquired Corporation who is or was involved in, or who has contributed to, the creation or development of any Acquired Corporation Proprietary Asset has executed and delivered to such Acquired Corporation an agreement (containing no exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of Confidential Information and Invention Assignment Agreement included in the Company Disclosure Schedule, and (ii) each current and former consultant and independent contractor to any Acquired Corporation who is or was involved in, or who has contributed to, the creation or development of any Acquired Corporation Proprietary Asset owned by the Acquired Corporations has executed and delivered to the Company an agreement (containing no exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of Consultant Confidential Information and Invention Assignment Agreement previously delivered to Parent. No current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Acquired Corporation Proprietary Asset. (i) All material patents, all registered trademarks, registered service marks and registered copyrights owned by any of the Acquired Corporations are valid, enforceable and subsisting; (ii) none of the Acquired Corporation Proprietary Assets and no Proprietary Asset that is currently being developed by any of the Acquired Corporations (either by itself or with any other Person) infringes, misappropriates or conflicts with any Proprietary Asset owned or used by any other Person; (iii) none of the products products, systems, software, computer, source code, models, algorithm, formula, inventions, designs or technology that are or have has been designed, created, developed, assembled, manufactured or sold by any of the Acquired Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and none of such products or has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and of any Proprietary Asset owned or used by any other Person; (iv) none of the Acquired Corporations has received any written notice or, to its knowledge, or other communication (in writing) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; and (ivv) to the Company's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Proprietary Asset. The Acquired Corporation Proprietary Assets constitute all the Proprietary Assets necessary to enable each of the Acquired Corporations to conduct its business in the manner in which such business has been and is being conducted. None of the Acquired Corporations has (Ai) licensed any of the material Acquired Corporation Proprietary Assets Asset to any Person on an exclusive basis, or (Bii) entered into any covenant not to compete or Contract limiting its ability to exploit fully any material Acquired Corporation Proprietary Assets Asset or to transact business in any market or geographical area or with any Person.

Proprietary Assets. (a) Part 2.6(a2.9(a)(i) of the Company Disclosure Schedule sets forth all U.S. and foreign patentsforth, patent applications, trademarks, trademark applications, copyright registrations and copyright applications with respect to each Proprietary Asset owned by the Acquired Corporations and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. Part 2.9(a)(ii) of the Company Disclosure Schedule identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations in excess of $50,000 with respect to, each Proprietary Asset that is licensed or otherwise made available to the Acquired Corporations by any Person (the "Licensed Assets") and is material to the businesses of the Acquired Corporations, and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to the Acquired Corporations. Each The Acquired Corporation has Corporations have good, valid and marketable title to, or has a valid right to use, license or otherwise exploit, all of the Acquired Corporation Company Proprietary Assets necessary for the conduct of such Acquired Corporation's business as presently conductedother than Licensed Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable; , and (ii) non-material minor liens that have arisen in the ordinary course Ordinary Course of business Business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations. None of The Acquired Corporations have a valid right to use, license and otherwise exploit all Licensed Assets and any rights thereunder will not be affected by the Acquired Corporations entering into this Agreement and the agreements and transactions contemplated hereby. The Acquired Corporations have not developed jointly with any other Person any Acquired Corporation a Company Proprietary Asset that is material to the business of any businesses of the Acquired Corporations with respect to which such other Person has any rights. There is no Acquired Corporation Company Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Company Proprietary Asset. (b) The Acquired Corporations have taken reasonable measures and precautions to protect and maintain the confidentiality, secrecy and value of all material Company Proprietary Assets (except Company Proprietary Assets whose value would be unimpaired by disclosure). Without limiting the generality of the foregoing, (i) all current and former employees of the Acquired Corporations who are or were involved in, or who have contributed to, the creation or development of any material Company Proprietary Asset have executed and delivered to the Acquired Corporations an agreement (containing no material exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of Confidential Information and Invention Assignment Agreement previously made available by the Company to Parent, and (ii) all current and former consultants and independent contractors to the Acquired Corporations who are or were involved in, or who have contributed to, the creation or development of any material Company Proprietary Asset have executed and delivered to the Acquired Corporations an agreement (containing no material exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of Consultant Confidential Information and Invention Assignment Agreement previously made available to Parent. (i) All material patents, trademarks, service marks and copyrights owned held by any of the Acquired Corporations are valid, enforceable and subsisting; (ii) none of the Acquired Corporation Company Proprietary Assets and no Proprietary Asset that is currently being developed by any of the Acquired Corporations (either by itself or with any other Person) infringes, misappropriates or conflicts with any Proprietary Asset owned or used by any other Person; (iii) none of the products that are or have been designed, created, developed, assembled, manufactured or sold by any of the Acquired Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person; (iv) the Acquired Corporations have all rights and licenses reasonably necessary in order to make, have made, use or sell these products to an unlimited number of parties, and none of such products has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and none of any third party Proprietary Asset; (v) the Acquired Corporations has have not received any written notice or, to its knowledge, or other written communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; Person and (ivv) to the Company's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Company Proprietary Asset. . (d) The Acquired Corporation Company Proprietary Assets constitute all the Proprietary Assets necessary to enable each of the Acquired Corporations to conduct its business their businesses in the manner in which such business is businesses have been and are being conducted. None of the The Acquired Corporations has have not (Ai) licensed any of the Acquired Corporation material Company Proprietary Assets to any Person on an exclusive basis, or (Bii) entered into any covenant not to compete or Contract limiting its ability to exploit fully any material Acquired Corporation Company Proprietary Assets or to transact business in any market or geographical area or with any Person. (e) The Acquired Corporations have not disclosed or delivered to any Person, or permitted the disclosure or delivery to any escrow agent or other Person, of any Company Source Code. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the disclosure or delivery to any Person of any Company Source Code. Part 2.9(e)(ii) of the Company Disclosure Schedule identifies each Contract pursuant to which the Acquired Corporations have deposited or are required to deposit with an escrowholder or any other Person any Company Source Code, and further describes whether the execution of this Agreement or the consummation of any of the transactions contemplated hereby could reasonably be expected to result in the release or disclosure of any Company Source Code. (f) Except with respect to demonstration or trial copies that include code to disable continued use after a limited demonstration or trial period, no product, system, program or software module designed, developed, sold, licensed or otherwise made available by the Acquired Corporations to any Person contains any "back door," "time bomb," "Trojan horse," "worm," "drop dead device," "virus" or other software routines or hardware components designed to permit unauthorized access or to disable or erase software, hardware or data without the consent of the user.

Proprietary Assets. (a) Part 2.6(a2.12(a)(i) of the Company Disclosure Schedule sets forth all U.S. and foreign patentsforth, patent applications, trademarks, trademark applications, copyright registrations and copyright applications with respect to each Proprietary Asset owned by the Seller and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the Acquired Corporationsjurisdictions covered by the applicable registration or application. Each Acquired Corporation has goodPart 2.12(a)(ii) of the Disclosure Schedule identifies and provides a brief description of each Proprietary Asset owned by the Seller that is material to the business of the Seller. Part 2.12(a)(iii) of the Disclosure Schedule identifies and provides a brief description of, valid and marketable title identifies any ongoing royalty or payment obligations in excess of $10,000 with respect to, or has a valid right to use, license each Proprietary Asset that is licensed or otherwise exploitmade available to the Seller by any Person and is material to the business of the Seller (except for any Proprietary Asset that is licensed to the Seller under any third party software license generally available to the public), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to the Seller. The Seller has good and valid title to all of the Acquired Corporation Seller Proprietary Assets necessary for identified or required to be identified in Parts 2.12(a)(i) and 2.12(a)(ii) of the conduct of such Acquired Corporation's business as presently conductedDisclosure Schedule, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable; , and (ii) non-material minor liens that have arisen in the ordinary course Ordinary Course of business Business and that do not (individually or in the aggregate) materially detract from the value of the assets Seller Proprietary Assets subject thereto or materially impair the operations of any the Seller. The Seller has a valid right to use, license and otherwise exploit all Proprietary Assets identified in Part 2.12(a)(iii) of the Acquired CorporationsDisclosure Schedule. None Except as set forth in Part 2.12(a)(iv) of the Acquired Corporations have Disclosure Schedule, the Seller has not developed jointly with any other Person any Acquired Corporation Seller Proprietary Asset that is material to the business of any of the Acquired Corporations Seller and with respect to which such other Person has any rights. There Except as set forth in Part 2.12(a)(v) of the Disclosure Schedule, there is no Acquired Corporation Seller Contract (with the exception of end user license agreements in the form previously delivered by the Company Seller to Parentthe Purchaser) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Seller Proprietary Asset. (b) The Seller has taken reasonable measures and precautions to protect and maintain the confidentiality, secrecy and value of all material Seller Proprietary Assets (except Seller Proprietary Assets whose value would be unimpaired by disclosure). Without limiting the generality of the foregoing, except as set forth in Part 2.12(b) of the Disclosure Schedule, (i) All each current or former employee of the Seller who is or was involved in, or who has contributed to, the creation or development of any material Seller Proprietary Asset has executed and delivered to the Seller an agreement (containing no exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of Confidential Information and Invention Assignment Agreement previously delivered by the Seller to the Purchaser, and (ii) each current and former consultant and independent contractor to the Seller who is or was involved in, or who has contributed to, the creation or development of any material Seller Proprietary Asset has executed and delivered to the Seller an agreement (containing no exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of Consultant Confidential Information and Invention Assignment Agreement previously delivered to the Purchaser. No current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Seller Proprietary Asset. (c) Except as indicated in Part 2.12(a)(i) of the Disclosure Schedule, and to the knowledge of the Seller, all of the listed patents, trademarks, service marks and copyrights owned by any of the Acquired Corporations are valid, enforceable and subsisting; . Except as indicated in Part 2.12(a)(i) of the Disclosure Schedule, Seller has not received any determination, decision, or opinion that any of the patents, trademarks, service marks and copyrights listed in Part 2.12(a)(i) of the Disclosure Schedule are invalid or unenforceable. (iid) To the knowledge of the Seller, none of the Acquired Corporation Seller Proprietary Assets and no Proprietary Asset that is currently being developed by any of the Acquired Corporations Seller (either by itself or with any other Person) infringes, infringes or misappropriates or conflicts with any Proprietary Asset owned or used by any other Person; (iii) . To the knowledge of the Seller, none of the products products, systems, models, algorithms, formula, compounds, inventions, designs, technology, proprietary rights or intangible assets, that are is or have has been designed, created, developed, assembled, manufactured or sold by any of the Acquired Corporations Seller is infringing, misappropriating or making any unlawful or unauthorized use of infringing any Proprietary Asset owned or used by any other Person, and none of such products has at any time infringedinfringed any Proprietary Asset owned or used by any other Person. Notwithstanding the foregoing, misappropriated none of the trade secrets, copyright, software, computer programs or made any source code designed, created or developed by the Seller misappropriates or makes unlawful or unauthorized use of, and none of the Acquired Corporations any Proprietary Asset owned by or used by any other Person. The Seller has never received any written notice or, to its knowledge, or other communication (in writing or otherwise), of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; and (iv) to . To the Company's knowledgeknowledge of the Seller, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Seller Proprietary Asset. . (e) The Acquired Corporation Proprietary Assets constitute all the Proprietary Assets necessary to enable each of the Acquired Corporations to conduct its business in the manner in which such business is being conducted. None of the Acquired Corporations Seller has not (Ai) licensed any of the Acquired Corporation material Seller Proprietary Assets to any Person on an exclusive basis, or (Bii) entered into any covenant not to compete or Contract limiting its or purporting to limit the ability of the Seller to exploit fully any material Acquired Corporation Seller Proprietary Assets or to transact business in any market or geographical area or with any Person. The Seller has, and the Purchaser will acquire at the Closing, the right to use the name "Domain Logix Corporation" and variations thereof. (f) Except as set forth in Part 2.12(e)(i) of the Disclosure Schedule, the Seller has not disclosed or delivered to any Person, or permitted the disclosure or delivery to any escrow agent or other Person, of any Seller Source Code. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the disclosure or delivery to any Person of any Seller Source Code or the release from any escrow of any other Seller Proprietary Asset. Part 2.12(e)(ii) of the Disclosure Schedule identifies each Contract pursuant to which the Seller has deposited or is required to deposit with an escrow holder or any other Person of any Seller Source Code, and further describes whether the execution of this Agreement or the consummation of any of the transactions contemplated hereby could reasonably be expected to result in the release or disclosure of any Seller Source Code or the release from any escrow of any other Seller Proprietary Asset. (g) Except with respect to demonstration or trial copies, no product, system, program or software module designed, developed, sold, licensed or otherwise made available by the Seller to any Person contains any "back door," "time bomb," "Trojan horse," "worm," "drop dead device," "virus" or other software routines or hardware components designed to permit unauthorized access or to disable or erase software, hardware or data without the consent of the user.

Proprietary Assets. (a) Part 2.6(a2.9(a)(i) of the Company Disclosure Schedule sets forth all U.S. and foreign patentsforth, patent applications, trademarks, trademark applications, copyright registrations and copyright applications with respect to each Proprietary Asset owned by any of the Acquired Corporations and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. Part 2.9(a)(ii) of the Company Disclosure Schedule identifies and provides a brief description of each Proprietary Asset owned by any of the Acquired Corporations that is material to the business of the Acquired Corporations. Each Acquired Corporation has goodPart 2.9(a)(iii) of the Company Disclosure Schedule identifies and provides a brief description of, valid and marketable title identifies any ongoing royalty or payment obligations in excess of $10,000 with respect to, or has a valid right to use, license each Proprietary Asset that is licensed or otherwise exploitmade available to any of the Acquired Corporations by any Person, and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Acquired Corporation. The Acquired Corporations have good and valid title to all of the Acquired Corporation Proprietary Assets necessary for identified or required to be identified in Parts 2.9(a)(i) and 2.9(a)(ii) of the conduct of such Acquired Corporation's business as presently conductedCompany Disclosure Schedule, free and clear of all Encumbrances, except for (i) any lien for current taxes Taxes not yet due and payable; , and (ii) non-material minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets Acquired Corporation Proprietary Asset subject thereto or materially impair the operations of any of the Acquired Corporations. None The Acquired Corporations have a valid right to use, license and otherwise exploit all Proprietary Assets identified in Part 2.9(a)(iii) of the Company Disclosure Schedule in the manner in which the Acquired Corporations have used, licensed or otherwise exploited such Proprietary Assets prior to the date of this Agreement. The Company has the sole and exclusive right to use of the name "Ashford" and the internet domain names "Ashford.com" and those set forth on Part 2.9(a)(iv) of the Company Dis▇▇▇▇▇▇▇ ▇▇▇edule. Except as set forth in Part 2.9(a)(v) of the Company Disclosure Schedule, none of the Acquired Corporations have has developed jointly with any other Person any Acquired Corporation Proprietary Asset that is material to the business of any of the Acquired Corporations with respect to which such other Person has any rights. There Except as set forth in Part 2.9(a)(vi) of the Company Disclosure Schedule, there is no Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Proprietary Asset. (b) The Acquired Corporations have taken reasonable measures and precautions to protect and maintain the confidentiality, secrecy and value of all material Acquired Corporation Proprietary Assets (except Acquired Corporation Proprietary Assets whose value would be unimpaired by disclosure). Without limiting the generality of the foregoing, except as set forth in Part 2.9(b) of the Company Disclosure Schedule, (i) All each current or former employee of any of the Acquired Corporations who is or was involved in, or who has contributed to, the creation or development of any material Acquired Corporation Proprietary Asset has executed and delivered to such Acquired Corporation an agreement (containing no exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of Confidential Information and Invention Assignment Agreement previously delivered by the Company to Parent, and (ii) each current and former consultant and independent contractor to any Acquired Corporation who is or was involved in, or who has contributed to, the creation or development of any material Acquired Corporation Proprietary Asset has executed and delivered to the Company an agreement (containing no exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of Consultant Confidential Information and Invention Assignment Agreement previously delivered to Parent. To the knowledge of the Company, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Acquired Corporation Proprietary Asset. (c) To the knowledge of the Company: (i) all patents, trademarks, service marks and copyrights owned by or exclusively licensed to any of the Acquired Corporations are valid, enforceable and subsisting; (ii) none of the Acquired Corporation Proprietary Assets and no Proprietary Asset that is currently being developed by any of the Acquired Corporations (either by itself or with any other Person) infringes, misappropriates or conflicts with any Proprietary Asset owned or used by any other Person; (iii) none of the products products, systems, software, computer programs, source code, models, algorithm, formula, compounds, inventions, designs, technology, proprietary rights or other intellectual property rights or intangible assets that are is or have has been designed, created, developed, assembled, manufactured or sold by any of the Acquired Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and none of such products has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and of any such Proprietary Asset; (iv) none of the Acquired Corporations has received any written notice or, to its knowledge, or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; and (ivv) to the Company's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Proprietary Asset. . (d) The Acquired Corporation Proprietary Assets constitute all the Proprietary Assets necessary to enable each of the Acquired Corporations to conduct its their business in the manner in which such business has been and is being conducted. None of the Acquired Corporations has (Ai) licensed any of the material Acquired Corporation Proprietary Assets to any Person on an exclusive basis, or (Bii) entered into any covenant not to compete or Contract limiting its or purporting to limit the ability of any Acquired Corporation to exploit fully any material Acquired Corporation Proprietary Assets or to transact business in any market or geographical area or with any Person.

Proprietary Assets. (a) As of the date hereof, Part 2.6(a2.6(a)(i) of the Company Disclosure Schedule sets forth all U.S. and foreign issued patents, patent applications, registered trademarks, trademark applications, copyright registrations registered copyrights and copyright applications owned by any of the Acquired Corporations. Each As of the date hereof, Part 2.6(a)(ii) of the Company Disclosure Schedule identifies any ongoing royalty or payment obligations in excess of $100,000 with respect to, each Proprietary Asset that is licensed or otherwise made available to any of the Acquired Corporations by any Person and is material to the business of the Acquired Corporations (except for any Proprietary Asset that is licensed to any Acquired Corporation has goodunder any third party software license generally available to the public for a cost of less than $10,000), valid and marketable title to, or has a valid right to use, license identifies the Contract under which such Proprietary Asset is being licensed or otherwise exploit, made available to such Acquired Corporation. The Acquired Corporations own all of the Acquired Corporation Proprietary Assets necessary for identified or required to be identified in Part 2.6(a)(i) of the conduct of such Acquired Corporation's business as presently conductedCompany Disclosure Schedule, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable; , and (ii) non-material minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets such Acquired Corporation Proprietary Asset subject thereto or materially impair the operations of any of the Acquired Corporations. The Acquired Corporations have a valid right to use, license and otherwise exploit all Proprietary Assets identified or required to be identified in Part 2.6(a)(ii) of the Company Disclosure Schedule. None of the Acquired Corporations have has developed jointly with any other Person any Acquired Corporation Proprietary Asset owned by any of the Acquired Corporations that is material to the business of any of the Acquired Corporations and with respect to which such other Person has any rights. There is no Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Acquired Corporation Proprietary Asset owned by any of the Acquired Corporations that is material to the business of the Acquired Corporations. (b) The Acquired Corporations have taken reasonable measures and precautions to protect and maintain the confidentiality, secrecy and value of all material Acquired Corporation Proprietary Assets. Without limiting the generality of the foregoing, (i) each current or former employee of each Acquired Corporation who is or was involved in, or who has contributed to, the creation or development of any Acquired Corporation Proprietary Asset has executed and delivered to such Acquired Corporation an agreement (containing no exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of Confidential Information and Invention Assignment Agreement included in the Company Disclosure Schedule, and (ii) each current and former consultant and independent contractor to any Acquired Corporation who is or was involved in, or who has contributed to, the creation or development of any Acquired Corporation Proprietary Asset owned by the Acquired Corporations has executed and delivered to the Company an agreement (containing no exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of Consultant Confidential Information and Invention Assignment Agreement previously delivered to Parent. No current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Acquired Corporation Proprietary Asset. (i) All material patents, all registered trademarks, registered service marks and registered copyrights owned by any of the Acquired Corporations are valid, enforceable and subsisting; (ii) none of the Acquired Corporation Proprietary Assets and no Proprietary Asset that is currently being developed by any of the Acquired Corporations (either by itself or with any other Person) infringes, misappropriates or conflicts with any Proprietary Asset owned or used by any other Person; (iii) none of the products products, systems, software, computer, source code, models, algorithm, formula, inventions, designs or technology that are or have has been designed, created, developed, assembled, manufactured or sold by any of the Acquired Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and none of such products or has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and of any Proprietary Asset owned or used by any other Person; (iv) none of the Acquired Corporations has received any written notice or, to its knowledge, or other communication (in writing) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; and (ivv) to the Company's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Proprietary Asset. The Acquired Corporation Proprietary Assets constitute all the Proprietary Assets necessary to enable each of the Acquired Corporations to conduct its business in the manner in which such business has been and is being conducted. None of the Acquired Corporations has (A) licensed any of the Acquired Corporation Proprietary Assets to any Person on an exclusive basis, or (B) entered into any covenant not to compete or Contract limiting its ability to exploit fully any material Acquired Corporation Proprietary Assets or to transact business in any market or geographical area or with any Person.being

Proprietary Assets. (ai) Part 2.6(aThe Company (A) of the Company Disclosure Schedule sets forth all U.S. and foreign patents, patent applications, trademarks, trademark applications, copyright registrations and copyright applications owned by any of the Acquired Corporations. Each Acquired Corporation has good, valid and marketable title to, owns or has a valid right sufficient rights to use, license or otherwise exploit, all of the Acquired Corporation Proprietary Assets used in or necessary for the conduct of such Acquired Corporation's its business as presently currently conducted and as proposed to be conducted, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due material liens and payableother encumbrances; and (iiB) non-material liens that have arisen in has taken reasonable and customary measures and precautions necessary to protect and maintain the ordinary course confidentiality and secrecy of business all its Proprietary Assets (except the Proprietary Assets whose value would be unimpaired by public disclosure) and that do not (individually or in the aggregate) materially detract from otherwise to maintain and protect the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations. None of the Acquired Corporations have developed jointly with any other Person any Acquired Corporation all its Proprietary Asset that is material to the business of any of the Acquired Corporations with respect to which such other Person has any rights. There is no Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Proprietary AssetAssets. (i) All material patents, trademarks, service marks and copyrights owned by any of the Acquired Corporations are valid, enforceable and subsisting; (ii) none of Except where such infringement, misappropriation or unlawful use has not or could not reasonably be expected to have a Material Adverse Effect, the Acquired Corporation Proprietary Assets and no Proprietary Asset that Company is currently being developed by any of the Acquired Corporations (either by itself or with any other Person) infringes, misappropriates or conflicts with any Proprietary Asset owned or used by any other Person; (iii) none of the products that are or have been designed, created, developed, assembled, manufactured or sold by any of the Acquired Corporations is not infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and none of such products has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and none of the Acquired Corporations has received any written notice or, to its knowledge, other communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Personperson; and no claims or notices (ivin writing or otherwise) with respect to Proprietary Assets have been communicated to the Company: (A) to the effect that the manufacture, sale, license or use of any Proprietary Assets as now used or currently offered or proposed for use or sale by the Company or any of its subsidiaries infringes or potentially infringes, or constitutes a misappropriation or unlawful use of any copyright, patent, trade secret or other intellectual property right of a third party, or (B) challenging the ownership or validity of any of the rights of the Company to or interest in such Proprietary Assets. The Company has received no notice to the effect that any patents or registered trademarks, service marks or registered copyrights held by the Company are invalid or not subsisting except for failures to be valid and subsisting that would not reasonably be expected to have a Material Adverse Effect. To the Company's knowledge, no other Person person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person person infringes or conflicts with, any material Acquired Corporation Proprietary Asset. Asset used in or pertaining to the business of the Company. (iii) The Acquired Corporation Proprietary Assets constitute all used in or pertaining to the Proprietary Assets necessary business of the Company and its subsidiaries are sufficient in the Company's reasonable judgment, to enable each of the Acquired Corporations Company to conduct its business in the manner in which such business has been and is being conductedconducted free from liabilities or valid claims of infringement or misappropriation by third parties. None of the Acquired Corporations The Company has (A) not licensed any of the Acquired Corporation its Proprietary Assets to any Person person on an exclusive basis, or (B) basis and the Company has not entered into any covenant not to compete or Contract contract limiting its ability to exploit fully any material Acquired Corporation Proprietary Assets or to transact business sell the Company's products in any market or geographical area or with any Personperson other than restrictions in a license agreement that are typical of those granted in the ordinary course of business in its industry. The Company has not licensed any Proprietary Assets from any third party, including compounds T20 and T1249. (iv) As used herein, "Proprietary Assets" means: (A) any patent, patent application, trademark (whether registered or unregistered), trademark application, trade name, fictitious business name, service m▇▇▇ (whether registered or unregistered), service m▇▇▇ application, copyright (whether registered or unregistered), copyright application, maskwork, maskwork application, trade secret, know-how, customer list, franchise, system, computer software, computer program, source code, invention, design, blueprint, engineering drawing, proprietary product, technology, proprietary right or other intellectual property right or intangible asset; and (B) any right to use or exploit any of the foregoing.

Proprietary Assets. (a) The Acquired Corporations own or have a valid right to use and exploit the intellectual property in the Acquired Corporation Proprietary Assets. Except as set forth in Part 2.6(a2.7(a)(i) of the Company Disclosure Schedule sets forth all U.S. and foreign patentsSchedule, patent applications, trademarks, trademark applications, copyright registrations and copyright applications owned by any of the Acquired Corporations. Each Acquired Corporation has good, valid and marketable title to, or has a valid right to use, license or otherwise exploit, all of the Acquired Corporation Proprietary Assets necessary for the conduct of such Acquired Corporation's business as presently conducted, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable; and (ii) non-material liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations. None none of the Acquired Corporations have developed jointly owns with any other Person any Acquired Corporation Proprietary Asset (i) that an Acquired Corporation purports to own and (ii) that is material to the business of any the Acquired Corporations. Except as set forth in Part 2.7(a)(ii) of the Acquired Corporations with respect to which such other Person has any rights. There Company Disclosure Schedule, as of December 31, 1997, there is no Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Acquired Corporation has granted any Person has other than another Acquired Corporation any right (whether or not currently exercisable) to usesublicense, license commercially distribute or otherwise exploit market any material Acquired Corporation Proprietary Asset. (b) The Acquired Corporations have taken commercially reasonable measures and precautions to protect and maintain the confidentiality, secrecy and value of the Acquired Corporation Proprietary Assets (except Acquired Corporation Proprietary Assets whose value would be unimpaired by public disclosure). No current or former officer, director, stockholder, employee, consultant or independent contractor has any ownership right with respect to any Acquired Corporation Proprietary Asset. (c) To the Knowledge of the Company: (i) All material all patents, trademarks, service marks and copyrights owned that are registered with any Governmental Body and held by any of the Acquired Corporations are valid, enforceable valid and subsisting; (ii) none of the Acquired Corporation Proprietary Assets and no Proprietary Asset that is currently being developed by any Assets, the use thereof in the Acquired Corporations' business activities or the conduct of the Acquired Corporations (either by itself or with any other Person) infringes, misappropriates or conflicts with any Proprietary Asset owned or used by any other Person; (iii) none of the products that are or have been designed, created, developed, assembled, manufactured or sold by any of the Acquired Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and none of such products has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and none of the Acquired Corporations has received any written notice or, to its knowledge, other communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, Corporations' business as presently conducted infringes any Proprietary Asset owned or used by any other Person; and (iviii) to the Company's knowledge, no other Person is infringing, misappropriating or making infringing any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Proprietary Asset. . (d) The Acquired Corporation Proprietary Assets Assets, together with agreements for the license to an Acquired Corporation of software generally available to the public, constitute all the material Proprietary Assets necessary to enable each of the Acquired Corporations to conduct its their business in the manner in which such business is currently being conducted. None of the Acquired Corporations has (Ai) licensed any of the Acquired Corporation Proprietary Assets to any Person on an exclusive basis, or (Bii) entered into any covenant not to compete or Contract limiting its ability (A) to exploit fully any material Acquired Corporation Proprietary Assets or (B) to transact business in any market or geographical area or with any Person. (e) Except as otherwise provided in Part 2.7(e) of the Company Disclosure Schedule, the Company has maintained the source code of the Acquired Corporation Proprietary Assets and no third party has a copy of the source code for any Acquired Corporation Proprietary Assets that the Company purports to own. (f) The Acquired Corporation Proprietary Assets are Year 2000 Compliant. For purposes of this Agreement, "Year 2000 Compliant" means that the Acquired Corporation Proprietary Assets which have an internal calendar or a requirement to manipulate, store, compare or sequence dates (i) will accurately manage, manipulate, input, accept, process, store and output dates up to, including and following January 1, 2000 without adversely affecting the operability of the Acquired Corporation Proprietary Assets or the utility of the data produced therefrom and (ii) will accurately process date/time data from the year 1999 into the year 2000.

Proprietary Assets. (aA) Part 2.6(aSchedule 3.15(a) sets forth as of the Company Disclosure Schedule sets forth date of this Agreement (i) all U.S. and foreign patents, patent applications, registered trademarks, material unregistered trademarks, trademark applications, copyright registrations and copyright applications applications, Internet domain names, computer software (other than third party software generally available for sale to the public) and fictitious name and assumed name registrations owned by any the Seller; (ii) all patent applications and other Proprietary Assets that are currently in the name of inventors or other Persons and for which the Acquired CorporationsSeller has the right to receive an assignment; and (iii) all material third party licenses for Proprietary Assets to which the Seller is the licensee party. Each Acquired Corporation Seller has good, valid and marketable title to, or has a valid right to use, license or otherwise exploit, all of the Acquired Corporation material Proprietary Assets necessary for the conduct of such Acquired Corporation's business as presently conductedthe Business, free and clear of all Encumbrances, except for (i) any lien for current taxes . Seller has not yet due and payable; and (ii) non-material liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations. None of the Acquired Corporations have developed jointly with any other Person any Acquired Corporation material Proprietary Asset that is material to the business of any of the Acquired Corporations with respect to which such other Person has any rights. There is no Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) contract pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Proprietary AssetAsset owned or exclusively licensed by any Seller (except to the extent that use of any such Proprietary Asset is incidental to the use of any Seller Product). (i) All material patents, trademarks, service marks and copyrights Proprietary Assets owned by any of the Acquired Corporations are validSeller are, enforceable subsisting and subsistingin effect and, valid and enforceable; (ii) none of the Acquired Corporation Proprietary Assets and no Proprietary Asset that is currently being developed or reduced to practice or which is the subject of a current invention disclosure by any of the Acquired Corporations Seller (either by itself or with any other Person) infringes, misappropriates or misappropriates, conflicts with or otherwise violates any Proprietary Asset owned or used by any other Person; (iii) none of the products or services that are is or have has been designed, created, developed, assembled, manufactured performed, manufactured, sold, marketed or sold licensed by any of the Acquired Corporations Seller is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and and, none of such products or services has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and none of the Acquired Corporations Seller has not received in the past three (3) years any written notice orwritten, or to its the Seller's knowledge, other communication oral notice of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; and (iv) the operation of the business of Seller as it currently is conducted does not and will not when conducted in substantially the same manner following the Closing, infringe or misappropriate or make any unlawful or unauthorized use of any Proprietary Asset of any other Person; and (v) to the CompanySeller's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Proprietary Asset, and no such claims have been asserted or threatened against any Person by the Seller or, to the knowledge of the Seller, any other Person, in the past three (3) years. The Acquired Corporation Proprietary Assets constitute all the Proprietary Assets necessary to enable each of the Acquired Corporations Seller to conduct its business in the manner in which such business is currently being conducted. None Upon the consummation of the Acquired Corporations has (A) licensed any of the Acquired Corporation Proprietary Assets to any Person on an exclusive basistransactions contemplated hereby, Seller shall have good, valid, and enforceable title, or license (Bif the applicable Proprietary Asset is licensed to Seller) to all Proprietary Assets, free and clear of all Encumbrances and on, and subject to, the same terms and conditions as in effect immediately prior to the Closing. Seller has not entered into any covenant not to compete or any Contract limiting its ability to exploit fully any material Acquired Corporation Proprietary Assets owned or licensed by Seller or to transact business in any market or geographical area or with any Person.

Proprietary Assets. (a) Part 2.6(a) of the Company Disclosure Schedule sets forth all U.S. TALX has good and foreign patents, patent applications, trademarks, trademark applications, copyright registrations and copyright applications owned by any of the Acquired Corporations. Each Acquired Corporation has good, valid and marketable title to, or has a valid right to use, license or otherwise exploit, all of the Acquired Corporation Intellectual Property owned by TALX that are material to the business of TALX ("TALX Proprietary Assets necessary for the conduct of such Acquired Corporation's business as presently conductedAssets"), free and clear of all EncumbrancesLiens, except for (i) any lien Lien for current taxes not yet due and payable; , and (ii) non-material liens minor Liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations. None of the Acquired Corporations have developed jointly with any other Person any Acquired Corporation Proprietary Asset that is material to the business of any of the Acquired Corporations with respect to which such other Person has any rights. There is no Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Proprietary AssetTALX. (b) To the best of the knowledge of TALX: (i) All material all patents, trademarks, service marks and copyrights owned held by any of the Acquired Corporations TALX are valid, enforceable and subsisting; (ii) none of the Acquired Corporation TALX Proprietary Assets and no Proprietary Asset Intellectual Property that is currently being developed by any of the Acquired Corporations TALX (either by itself or with any other Person) infringes, misappropriates or conflicts with any Proprietary Asset 34 42 Property owned or used by any other Person; (iii) none of the products that are or have been designed, created, developed, assembled, manufactured or sold by any of the Acquired Corporations TALX is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset Intellectual Property owned or used by any other Person, and none of such products TALX has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and none of the Acquired Corporations has not received any written notice or, to its knowledge, or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset Intellectual Property owned or used by any other PersonPerson other than those claims already settled as of the date of this Agreement; and (iv) to the Company's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset Intellectual Property owned or used by any other Person infringes or conflicts with, any material Acquired Corporation TALX Proprietary Asset. . (c) The Acquired Corporation TALX Proprietary Assets Assets, together with any Intellectual Property currently being licensed to TALX by third parties, constitute all the Proprietary Assets Intellectual Property necessary to enable each of the Acquired Corporations TALX to conduct its business in the manner in which such business is being conducted. None of the Acquired Corporations has (A) licensed any of the Acquired Corporation Proprietary Assets to any Person on an exclusive basis, or (B) entered into any covenant not to compete or Contract limiting its ability to exploit fully any material Acquired Corporation Proprietary Assets or to transact business in any market or geographical area or with any Person.

Proprietary Assets. (a) Part 2.6(a) The Company has previously provided to Parent information regarding each Proprietary Asset owned by the Company that is material to the business of the Company. Except as set forth in the License Agreement, the Company Disclosure Schedule sets forth all U.S. has good and foreign patents, patent applications, trademarks, trademark applications, copyright registrations and copyright applications owned by any of the Acquired Corporations. Each Acquired Corporation has good, valid and marketable title to, or has a valid right to use, license or otherwise exploit, all of the Acquired Corporation Proprietary Assets necessary for the conduct of such Acquired Corporation's business as presently conductedpreviously identified to Parent, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable; , and (ii) non-material minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets Proprietary Asset subject thereto or materially impair the operations of any of the Acquired CorporationsCompany. None of Except as set forth in the Acquired Corporations have License Agreement, the Company has a valid right to use, license and otherwise exploit all Proprietary Assets subject to the terms thereof. The Company has not developed jointly with any other Person any Acquired Corporation Company Proprietary Asset that is material to the business of any of the Acquired Corporations Company and with respect to which such other Person has any rights. There is no Acquired Corporation Company Contract (with the exception of the License Agreement, end user license agreements, support agreements, consulting agreements and other customer contracts in the form forms previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Company Proprietary Asset. (ib) The Company has taken reasonable measures and precautions to protect and maintain the confidentiality, secrecy and value of all material Company Proprietary Assets (except Company Proprietary Assets whose value would be unimpaired by disclosure). No current or former employee, officer, director, shareholder, consultant or independent contractor has any right, claim or interest in or with respect to any Company Proprietary Asset. (c) All material patents, trademarks, service marks and copyrights owned held by any of the Acquired Corporations Company are valid, enforceable and subsisting; (ii) none of the Acquired Corporation subsisting and no Company Proprietary Assets and no Proprietary Asset that is currently being developed by any of the Acquired Corporations Company (either by itself or with any other Person) ), to the Company’s knowledge, infringes, misappropriates or conflicts with any Proprietary Asset owned or used by any other Person; (iii) none of the products that are or have been designed, created, developed, assembled, manufactured or sold by any of the Acquired Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and none of such products . The Company has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and none of the Acquired Corporations has not received any written notice or, to its knowledge, or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; and (iv) to . To the best of the knowledge of the Company's knowledge, no other Person is materially infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Company Proprietary Asset. . (d) The Acquired Corporation Company Proprietary Assets constitute all the Proprietary Assets necessary to enable each of the Acquired Corporations Company to conduct its business in the manner in which such business has been and is being conducted. None of Except as set forth in the Acquired Corporations License Agreement, the Company has not (Ai) licensed any of the Acquired Corporation Company Proprietary Assets to any Person on an exclusive basis, or (Bii) entered into any covenant not to compete or Contract limiting its or purporting to limit the ability of any Company to exploit fully any material Acquired Corporation Company Proprietary Assets or to transact business in any market or geographical area or with any Person.

Proprietary Assets. (a) Part 2.6(a) of The Parent has disclosed all information pending from any Government Body relating to the Company Disclosure Schedule sets forth all U.S. Property Assets. Parent has good and foreign patents, patent applications, trademarks, trademark applications, copyright registrations and copyright applications owned by any of the Acquired Corporations. Each Acquired Corporation has good, valid and marketable title to, or has a valid right to use, license or otherwise exploit, all of the Acquired Corporation Intellectual Property owned by Parent that are material to the business of the Parent ("Parent Proprietary Assets necessary for the conduct of such Acquired Corporation's business as presently conductedAssets"), free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable; and , (ii) non-material minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations. None of the Acquired Corporations have developed jointly with any other Person any Acquired Corporation Proprietary Asset that is material to the business of any of the Acquired Corporations with respect to which such other Person has any rights. There is no Acquired Corporation Contract Parent, and (with the exception of end user license agreements iii) nonexclusive licenses entered into in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Proprietary Assetordinary course of business. (b) To the Knowledge of Parent: (i) All material all patents, trademarks, service marks and copyrights owned held by any of the Acquired Corporations Parent are valid, enforceable and subsisting; (ii) none of the Acquired Corporation Parent Proprietary Assets and no Proprietary Asset Intellectual Property that is currently being developed by any of the Acquired Corporations Parent (either by itself or with any other Person) infringes, misappropriates or conflicts with any Proprietary Asset Intellectual Property owned or used by any other Person; (iii) none of the products that are or have been designed, created, developed, assembled, manufactured or sold by any of the Acquired Corporations is Parent are believed to be infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset Intellectual Property owned or used by any other Person, and none of such products has at any time infringedand, misappropriated or made any unlawful or unauthorized use of, and none except as set forth in Part 3.7(b) of the Acquired Corporations Parent Disclosure Schedule, Parent has not received any written notice or, to its knowledge, or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset Intellectual Property owned or used by any other Person; and (iv) to the Company's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset Intellectual Property owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Parent Proprietary Asset. . (c) The Acquired Corporation Parent Proprietary Assets Assets, together with any Intellectual Property currently being licensed to Parent by third parties, constitute all the Proprietary Assets Intellectual Property necessary to enable each of the Acquired Corporations Parent to conduct its business in the manner in which such business is being conducted. None of the Acquired Corporations has (A) licensed any of the Acquired Corporation Proprietary Assets to any Person on an exclusive basis, or (B) entered into any covenant not to compete or Contract limiting its ability to exploit fully any material Acquired Corporation Proprietary Assets or to transact business in any market or geographical area or with any Person.

Proprietary Assets. (a) Except as set forth in Part 2.6(a) 2.12 of the Company Disclosure Schedule sets forth all U.S. and foreign patentsSchedule, patent applications, trademarks, trademark applications, copyright registrations and copyright applications owned by any of the Acquired Corporations. Each Acquired Corporation has good, valid and marketable title to, or has a valid right to use, license or otherwise exploit, all of the Acquired Corporation Proprietary Assets necessary for the conduct of such Acquired Corporation's business as presently conducted, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable; and (ii) non-material liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations. None of the Acquired Corporations have developed jointly with any other Person any Acquired Corporation Proprietary Asset that there is material to the business of any of the Acquired Corporations with respect to which such other Person has any rights. There is no Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Proprietary Asset. (i) All material patents, trademarks, service marks and copyrights owned by any of the Acquired Corporations are valid, enforceable and subsisting; (ii) none of the Acquired Corporation Proprietary Assets and no Proprietary Asset that is owned by or licensed to Seller or that is otherwise used or useful in connection with the business of Seller. The Proprietary Assets identified in Part 2.12 of the Disclosure Schedule constitute all of the Proprietary Assets necessary to enable Seller to conduct its business in the manner in which such business is currently being developed by any of conducted and in the Acquired Corporations (either by itself or with any other Person) infringes, misappropriates or conflicts with any Proprietary Asset owned or used by any other Person; (iii) none of the products that are or have been designed, created, developed, assembled, manufactured or sold by any of the Acquired Corporations manner in which such business is infringing, misappropriating proposed to be conducted. Seller is not infringing or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Personof, and none of such products Seller has not at any time infringed, misappropriated infringed or made any unlawful or unauthorized use of, and none of the Acquired Corporations has or received any written notice or, to its knowledge, or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation infringement or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; . (b) The Seller has taken reasonable measures and precautions to protect and maintain the confidentiality, secrecy and value of all material Seller Proprietary Assets (except Seller Proprietary Assets whose value would be unimpaired by disclosure). Each current or former employee of the Seller who is or was involved in, or who has contributed to, the creation or development of any material Seller Proprietary Asset has executed and delivered to the Seller an agreement (containing no exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of Non-Compete Agreement previously delivered by the Seller to the Purchaser, and (ivii) each current and former consultant and independent contractor to the Company's knowledgeSeller who is or was involved in, no other Person is infringingor who has contributed to, misappropriating the creation or making development of any unlawful or unauthorized use of, and no material Seller Proprietary Asset owned has executed and delivered to the Seller an agreement (containing no exceptions to or used by exclusions from the scope of its coverage) that is substantially identical to the form of Consultant Confidential Information and Invention Assignment Agreement previously delivered to the Purchaser. No current or former employee, officer, director, stockholder, consultant or independent contractor has any other Person infringes right, claim or conflicts with, interest in or with respect to any material Acquired Corporation Seller Proprietary Asset. (c) All patents, trademarks, service marks and copyrights held by the Seller are valid, enforceable and subsisting. The Acquired Corporation Proprietary Assets constitute all the Proprietary Assets necessary to enable each of the Acquired Corporations to conduct its business in the manner in which such business is being conducted. None of the Acquired Corporations Seller has not (Ai) licensed any of the Acquired Corporation material Seller Proprietary Assets to any Person on an exclusive basis, or (Bii) entered into any covenant not to compete or Contract limiting its or purporting to limit the ability of the Seller to exploit fully any material Acquired Corporation Seller Proprietary Assets or to transact business in any market or geographical area or with any Person. The Seller has, and the Purchaser will acquire at the Closing, the right to use the name "Interact Conferencing, LLC" and variations thereof. Seller has not granted to any party the right to use the name "InterAct Conferencing, LLC" or any variation thereof. Except for the representation made in the immediately preceding sentence, no representation or warranty is made as to the rights of third parties to use such name(s). Seller has not applied for trademark protection for such name(s).

Proprietary Assets. (a) Part 2.6(aSchedule 3.12(a) of the Company Parent Disclosure Schedule Letter sets forth as of the date of this Agreement (i) all U.S. and foreign patents, patent applications, registered trademarks, material unregistered trademarks, trademark applications, copyright registrations and copyright applications applications, Internet domain names, computer software (other than third party software generally available for sale to the public) and fictitious name and assumed name registrations owned by any Parent; (ii) all patent applications and other Proprietary Assets that are currently in the name of inventors or other Persons and for which Parent has the Acquired Corporationsright to receive an assignment; and (iii) all material third party licenses for Proprietary Assets to which Parent is the licensee party. Each Acquired Corporation Parent has good, valid and marketable title to, or has a valid right to use, license or otherwise exploit, all of the Acquired Corporation material Parent Proprietary Assets necessary for the conduct of such Acquired Corporationthe Parent's business as presently conducted, free and clear of all Encumbrances, except for (i) any lien for current taxes . Parent has not yet due and payable; and (ii) non-material liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations. None of the Acquired Corporations have developed jointly with any other Person any Acquired Corporation material Proprietary Asset that is material to the business of any of the Acquired Corporations with respect to which such other Person has any rights. There is no Acquired Corporation Parent Material Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Parent Proprietary AssetAsset owned or exclusively licensed by the Parent. (b) Except as would not, individually or in the aggregate, have a Material Adverse Effect on the Parent, (i) All material patentsto the knowledge of the Parent, trademarks, service marks and copyrights all Parent Proprietary Assets owned by any of the Acquired Corporations Parent are valid, enforceable subsisting and subsistingin effect and valid and enforceable; (ii) none of the Acquired Corporation Parent Proprietary Assets and no Proprietary Asset that is currently being developed or reduced to practice or which is the subject of a current invention disclosure by any of the Acquired Corporations Parent (either by itself or with any other Person) to the knowledge of the Parent infringes, misappropriates or misappropriates, conflicts with or otherwise violates any Proprietary Asset owned or used by any other Person; (iii) none of the products or services that are is or have has been designed, created, developed, assembled, manufactured performed, manufactured, sold, marketed or sold licensed by any the Parent is to the knowledge of the Acquired Corporations is Parent infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and and, none of such products or services has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and none of the Acquired Corporations Parent has not received in the past three (3) years any written notice orwritten, or to its the Parent's knowledge, other communication oral notice of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; and (iv) the operation of the business of the Parent as it currently is conducted does not and will not when conducted by the Surviving Entity in substantially the same manner following the Closing, infringe or misappropriate or make any unlawful or unauthorized use of any Proprietary Asset of any other Person; and (v) to the CompanyParent's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Parent Proprietary Asset, and no such claims have been asserted or threatened against any Person by the Parent or, to the knowledge of the Parent, any other Person, in the past three (3) years. The Acquired Corporation Parent Proprietary Assets constitute all the Proprietary Assets necessary to enable each of the Acquired Corporations Parent to conduct its business in the manner in which such business is currently being conducted. None . (c) The Parent has taken all reasonable steps to protect its rights in confidential information and trade secrets of the Acquired Corporations Parent or provided by any other Person to the Parent. (d) With respect to the use of software in the business of the Parent as such business is currently conducted, to the knowledge of the Parent, no such software contains defects in its operation or any device or feature designed to disrupt, disable, or otherwise impair the functioning of any software. Such software has been validated for its use. There have been no material security breaches in the Parent's information technology systems, and there have been no disruptions in the Parent's information technology systems that materially adversely affected such Parent's business or operations. (Ae) licensed All products of the Parent ("Parent Product") conform in all material respects with all applicable contractual commitments and all express and implied warranties, the Parent's published product specifications and with all regulations, certification standards and other requirements of any applicable governmental entity or third party. Except as set forth in the Parent's SEC Documents, no claims against the Parent are pending or have been asserted for liability for replacement or modification of any Parent Product or other damages in connection therewith other than in the ordinary course of business. There are no known material defects in the design or technology embodied in any Parent Product which impair or are likely to impair the intended use of such Parent Product. There is no presently pending, or, to the knowledge of the Parent, threatened, and, to the knowledge of the Parent, there is no basis for, any civil, criminal or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings or demand letters relating to any alleged hazard or alleged defect in design, manufacture, materials or workmanship, including any failure to warn or alleged breach of express or implied warranty or representation, relating to any Parent Product. The Parent has not extended to any of the Acquired Corporation Proprietary Assets to its customers any Person on an exclusive basiswritten product warranties, indemnifications or (B) entered into any covenant not to compete or Contract limiting its ability to exploit fully guarantees that deviate in any material Acquired Corporation Proprietary Assets respect from the standard product warranties, indemnification arrangements or to transact business in any market or geographical area or with any Personguarantees of the Parent. SECTION 4. [RESERVED]

Proprietary Assets. (a) Part 2.6(a2.12(a)(i) of the Company Disclosure Schedule sets forth all U.S. and foreign patentsforth, patent applications, trademarks, trademark applications, copyright registrations and copyright applications with respect to each Proprietary Asset owned by Seller and registered with any Governmental Body or for which an application has been filed with any Governmental Body, the names of the Acquired Corporationsjurisdictions covered by the applicable registration or application. Each Acquired Corporation has good, valid Part 2.12(a)(ii) of the Disclosure Schedule identifies and marketable title provides a brief description of each Proprietary Asset owned by the Seller that is material to the Dialog Server Product Business as conducted by the Seller immediately prior to Closing. There are no ongoing royalty or payment obligations that Seller knows could exceed $10,000 with respect to, or has a valid right to use, license each Proprietary Asset that is licensed or otherwise exploit, made available to the Seller by any Person and is material to Dialog Server Product Business as conducted by the Seller immediately prior to Closing (except for any Proprietary Asset that is licensed to the Seller under any third party software license generally available to the public). The Seller has good and valid title to all of the Acquired Corporation Seller Proprietary Assets necessary for identified or required to be identified in Parts 2.12(a)(i) and 2.12(a)(ii) of the conduct of such Acquired Corporation's business as presently conductedDisclosure Schedule, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable; payable or other encumbrance identified herein. Except as set forth in Part 2.12(a)(ii) of the Disclosure Schedule, the Seller has a valid right to use, license and otherwise exploit all Proprietary Assets identified in Part 2.12(a)(i) and (ii) non-material liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets Disclosure Schedule, subject thereto in all cases to any use, license or materially impair other restriction contained in any license or other arrangement in which the operations of any of the Acquired CorporationsProprietary Asset is made available to Seller. None of the Acquired Corporations have The Seller has not developed jointly with any other Person any Acquired Corporation Seller Proprietary Asset that is material to the business of any of the Acquired Corporations with respect to which such other Person has any rights. There is no Acquired Corporation Seller Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parentagreements) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Seller Proprietary Asset. . Except as set forth in Part 2.12(b) of the Disclosure Schedule, Seller has taken reasonable measures and precautions to protect and maintain the confidentiality, secrecy and value of all Seller Proprietary Assets (except Seller Proprietary Assets whose value would be unimpaired by disclosure). Without limiting the generality of the foregoing, (i) All material patents, trademarks, service marks and copyrights owned by any each current or former employee of the Acquired Corporations are validSeller who is or was involved in, enforceable or who has contributed to, the creation or development of any material Seller Proprietary Asset has executed and subsisting; delivered to the Seller an agreement that is substantially in the form of Confidential Information and Invention Assignment Agreement previously delivered by the Seller to the Purchaser, and (ii) each current and former consultant and independent contractor to the Seller who is or was involved in, or who has contributed to, the creation or development of any material Seller Proprietary Asset has executed and delivered to the Seller an agreement that is substantially in the form of Consultant Confidential Information and Invention Assignment Agreement previously delivered to the Purchaser. No current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Seller Proprietary Asset. Except as disclosed in Part 2.12(c) of the Disclosure Schedule, none of the Acquired Corporation Seller Proprietary Assets and no Proprietary Asset that is currently being developed by any of the Acquired Corporations (either by itself or with any other Person) infringes, misappropriates or misappropriates, conflicts with any Proprietary Asset owned or used by any other Person; (iii) none of the products that are or have been designed, created, developed, assembled, manufactured or sold by any of the Acquired Corporations is infringing, misappropriating or making makes any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and none of such products . The Seller has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and none of the Acquired Corporations has never received any written notice or, to its knowledge, or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; and (iv) to . To the Company's knowledgeknowledge of the Seller, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Seller Proprietary Asset. The Acquired Corporation Except as disclosed in Part 2.5(d) of the Disclosure Schedule, the Seller Proprietary Assets constitute all of the Proprietary Assets intellectual property necessary to enable each of the Acquired Corporations Purchaser to conduct its business the Dialog Server Product Business in the manner in which that such business is being conductedhas been conducted by Seller immediately prior to Closing. None of the Acquired Corporations The Seller has not (Ai) licensed any of the Acquired Corporation material Seller Proprietary Assets to any Person on an exclusive basis, or (Bii) entered into any covenant not to compete or Contract limiting its or purporting to limit the ability of the Seller to exploit fully any material Acquired Corporation Seller Proprietary Assets or to transact business in any market or geographical area or with any Person. The Seller has not disclosed or delivered to any Person, or permitted the disclosure or delivery to any escrow agent or other Person, of any Seller Source Code. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the disclosure or delivery to any Person of any Seller Source Code or the release from any escrow of any other Seller Proprietary Asset. There are no Contracts pursuant to which the Seller has deposited or is required to deposit with an escrowholder or any other Person of any Seller Source Code, and the execution of this Agreement and the consummation of any of the transactions contemplated hereby could not reasonably be expected to result in the release or disclosure of any Seller Source Code or the release from any escrow of any other Seller Proprietary Asset. Except with respect to demonstration or trial copies, to the knowledge of the Seller, no product, system, program or software module designed, developed, sold, licensed or otherwise made available by the Seller to any Person in the conduct of the Dialog Server Product Business contained, at the time of delivery, any "back door," "time bomb," "Trojan horse," "worm," "drop dead device," "virus" or other software routines or hardware components designed to permit unauthorized access or to disable or erase software, hardware or data without the consent of the user.

Proprietary Assets. (a) Part Schedule 2.6(a) of the Company Disclosure Schedule Letter sets forth as of the date of this Agreement (i) all U.S. and foreign patents, patent applications, registered trademarks, unregistered trademarks, trademark applications, copyright registrations and copyright applications applications, Internet domain names, computer software (other than third party software generally available for sale to the public) and fictitious name and assumed name registrations owned by any of the Acquired Corporations, (ii) all patent applications and other Proprietary Assets that are currently in the name of inventors or other Persons and for which an Acquired Corporation has the right to receive an assignment and (iii) all material third party licenses for Proprietary Assets to which an Acquired Corporation is the licensee party and which are not set forth on Schedule 2.7(a)(iii) of the Company Disclosure Letter. Each Acquired Corporation has good, valid and marketable title to, or has a valid right to use, license or otherwise exploit, all of the material Acquired Corporation Proprietary Assets necessary for the conduct of such Acquired Corporation's ’s business as presently conducted, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable; and (ii) non-material liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations. None of the Acquired Corporations have has developed jointly with any other Person any material Acquired Corporation Proprietary Asset that is material to the business of any of the Acquired Corporations with respect to which such other Person has any rights. There Other than Contracts entered into in the ordinary course of business consistent with prior practice that are not, with respect to any individual Contract, material to the Acquired Corporations, there is no Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Proprietary AssetAsset owned or exclusively licensed by any of the Acquired Corporations. (i) All material patentsTo the Company’s knowledge, trademarks, service marks and copyrights all Acquired Corporation Proprietary Assets owned by any of the Acquired Corporations are valid, enforceable enforceable, subsisting and subsistingin effect; (ii) to the Company’s knowledge none of the Acquired Corporation Proprietary Assets and no Proprietary Asset that is currently being developed or reduced to practice or which is the subject of a current invention disclosure by any of the Acquired Corporations (either by itself or with any other Person) infringes, misappropriates or conflicts with any Proprietary Asset owned or used by any other Person; (iii) to the Company’s knowledge, none of the products or services that are is or have has been designed, created, developed, assembled, manufactured performed, manufactured, sold, marketed or sold licensed by any of the Acquired Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and and, to the Company’s knowledge, none of such products or services has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and none of the Acquired Corporations has received any written notice or, to its knowledge, other communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; and (iv) to the Company's ’s knowledge, the operation of the business of each Acquired Corporation as it currently is conducted does not and will not when conducted by the Surviving Corporation in substantially the same manner following the Closing, infringe or misappropriate or make any unlawful or unauthorized use of any Proprietary Asset of any other Person; and (v) to the Company’s knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Proprietary Asset. The Acquired Corporation Proprietary Assets constitute all the material Proprietary Assets necessary to enable each of the Acquired Corporations to conduct its business in the manner in which such business is being conducted. Upon the consummation of the Merger, the Surviving Corporation shall have good, valid, and enforceable title, or license (if the applicable Acquired Corporations Proprietary Asset is licensed to an Acquired Corporation) to all material Acquired Corporation Proprietary Assets, free and clear of all Encumbrances and on, and subject to, the same terms and conditions as in effect immediately prior to the Closing. None of the Acquired Corporations has (A) licensed any of the Acquired Corporation Proprietary Assets to any Person on an exclusive basis, or (B) entered into any covenant not to compete or any Contract limiting its ability to exploit fully any material Acquired Corporation Proprietary Assets owned or licensed by such Acquired Corporation or to transact business in any market or geographical area or with any Person. (c) Each Acquired Corporation has taken all reasonable steps that are required to protect such Acquired Corporation’s rights in confidential information and trade secrets of the Acquired Corporation or provided by any other Person to the Acquired Corporation. Set forth on Schedule 2.6(c) of the Company Disclosure Letter is a list of each employee, consultant and contractor of the Acquired Corporations that has executed a proprietary information and confidentiality agreement substantially in the form previously made available to Parent and described on Schedule 2.6(c) of the Company Disclosure Letter.

Proprietary Assets. (a) Part 2.6(a2.9(a)(i) of the Company Disclosure Schedule sets forth all U.S. and foreign patentsforth, patent applications, trademarks, trademark applications, copyright registrations and copyright applications with respect to each Proprietary Asset owned by any of the Acquired Corporations and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. Part 2.9(a)(ii) of the Company Disclosure Schedule identifies and provides a brief description of all other Proprietary Assets owned by any of the Acquired Corporations that are material to the business of the Acquired Corporations. Each Part 2.9(a)(iii) of the Company Disclosure Schedule identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations in excess of $25,000 in the aggregate with respect to, each Proprietary Asset that is licensed or otherwise made available to each of the Acquired Corporation has Corporations by any Person (the "Licensed Assets") and is material to the business of the Acquired Corporations, and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to the Acquired Corporations. The Acquired Corporations have good, valid and marketable title to, or has a valid right to use, license or otherwise exploit, all of the Acquired Corporation Company Proprietary Assets necessary for the conduct of such Acquired Corporation's business as presently conductedother than Licensed Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes Taxes not yet due and payable; and (ii) non-material liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations. None of the The Acquired Corporations have a valid right to use, license and otherwise exploit all Licensed Assets and any rights thereunder will not be affected by the Company entering into this Agreement and the agreements and transactions contemplated hereby. The Acquired Corporations have not developed jointly with any other Person any Acquired Corporation Company Proprietary Asset that is material to the business of any of the Acquired Corporations with respect to which such other Person has any rights. There is no Acquired Corporation Company Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Company Proprietary Asset, except non-exclusive licenses to Company Proprietary Software granted in the Acquired Corporations' Ordinary Course of Business and set forth on Part 2.9(a)(iv) of the Company Disclosure Schedule. (b) The Acquired Corporations have taken reasonable measures and precautions to protect and maintain the confidentiality, secrecy and value of all material Company Proprietary Assets (except Company Proprietary Assets whose value would be unimpaired by disclosure). Without limiting the generality of the foregoing, (i) all current and former employees of the Acquired Corporation Corporations who are or were substantially involved in, or who have contributed to, the creation or development of any material Company Proprietary Asset have executed and delivered to the Acquired Corporations an agreement (containing no material exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of Employment and Confidentiality Agreement previously provided by the Company to Parent, and (ii) all current and former consultants and independent contractors to the Acquired Corporations who are or were substantially involved in, or who have contributed to, the creation or development of any material Company Proprietary Asset have executed and delivered to the Company an agreement (containing no material exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of Employment and Confidentiality Agreement previously provided to Parent. No current or former employee, officer, director, shareholder, consultant or independent contractor has any right, claim or interest in or with respect to any Company Proprietary Asset. (i) All material patents, trademarks, service marks and copyrights owned held by any of the Acquired Corporations are valid, enforceable and subsisting; (ii) none of the Acquired Corporation Company Proprietary Assets and no Proprietary Asset that is currently being developed by any of the Acquired Corporations Company (either by itself or with any other Person) infringes, misappropriates or conflicts with any Proprietary Asset owned or used by any other Person; (iii) none of the products that are or have been designed, created, developed, assembled, manufactured or sold by any of the Acquired Corporations ("Company Products") is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, (iv) each of the Acquired Corporations has all rights and licenses reasonably necessary in order to make, have made, use, sell and distribute Company Products to an unlimited number of parties, and none of such products has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and of any Proprietary Asset owned or used by any other Person; (iv) none of the Acquired Corporations has received any written notice or, to its knowledge, or other communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; and (ivv) to the Company's knowledgeknowledge of the Acquired Corporations, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Company Proprietary Asset. The Acquired Corporation Proprietary Assets constitute all the Proprietary Assets necessary to enable each of the Acquired Corporations to conduct its business in the manner in which such business is being conducted. . (d) None of the Acquired Corporations has (Ai) licensed any of the Acquired Corporation Company Proprietary Assets to any Person on an exclusive basis, or (Bii) entered into any covenant not to compete or Contract limiting its ability to exploit fully any material Acquired Corporation Company Proprietary Assets or to transact business in any market or geographical geographic area or with any Person. (e) No Acquired Corporation has disclosed or delivered to any Person, or permitted the disclosure or delivery to any escrow agent or other Person, any Company Source Code. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the disclosure or delivery to any Person of any Company Source Code. Part 2.9(e) of the Company Disclosure Schedule identifies each Contract pursuant to which any of the Acquired Corporations has deposited or is required to deposit with an escrow holder or any other Person any Company Source Code, and further describes whether the execution of this Agreement or the consummation of any of the transactions contemplated hereby could reasonably be expected to result in the release or disclosure of any Company Source Code. (f) Except with respect to demonstration or trial copies that include code to disable continued use after a limited demonstration trial period, no originally designed or developed program or software module sold or licensed by the Company to any Person contains any "back door," "time bomb," "Trojan horse," "worm," "drop dead device," "virus" or other software routines or hardware components designed to permit unauthorized access or to disable or erase software, hardware or data without the consent of the user. (g) No Company Proprietary Software is subject to any "copyleft" or other obligation or condition (including any obligation or condition under any "open source" license such as the GNU Public License, Lesser GNU Public License, or Mozilla Public License) that would require, or condition the use or distribution of such software on, the disclosure, licensing, or distribution of any source code for any portion of the Company Proprietary Software.

Proprietary Assets. (a) The Acquired Corporations own, or are licensed or otherwise possess legally enforceable rights to use, all patents, trademarks, trade names, service marks, copyrights, and any applications therefor, maskworks, net lists, schematics, technology, know-how, trade secrets, inventory, ideas, algorithms, processes, computer software programs or applications (in both source code and object code form), and tangible or intangible proprietary information or material ("Intellectual Property") that are used or proposed to be used in the business of the Acquired Corporations as currently conducted or as proposed to be conducted by the Acquired Corporations, except to the extent that the failure to have such rights has not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations. (b) Part 2.6(a2.8(b) of the Company Disclosure Schedule sets forth lists (i) all U.S. patents and foreign patents, patent applications, applications and all registered and unregistered trademarks, trademark applicationstrade names and service marks, copyright registrations registered and copyright applications owned by unregistered copyrights, and maskworks, which the Company considers to be material to its business and included in the Intellectual Property, including the jurisdictions in which each such Intellectual Property right has been issued or registered or in which any application for such issuance and registration has been filed, (ii) all material licenses, sublicenses and other agreements to which any of the Acquired Corporations. Each Acquired Corporation has goodCorporations is a party and pursuant to which any Person is authorized to use any Intellectual Property, valid and marketable title to(iii) all material licenses, or has a valid right sublicenses and other agreements to use, license or otherwise exploit, all which any of the Acquired Corporation Proprietary Assets necessary for the conduct of such Acquired Corporation's business as presently conducted, free Corporations is a party and clear of all Encumbrances, except for (i) pursuant to which any lien for current taxes not yet due and payable; and (ii) non-material liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto Acquired Corporations is authorized to use any third party patents, trademarks or materially impair the operations copyrights, including software ("Third Party Intellectual Property Rights") which are incorporated in, are, or form a part of any product that is material to the Company's business. (c) There is no material unauthorized use, disclosure, infringement or misappropriation of any Intellectual Property rights of the Acquired Corporations, any trade secret material to the Acquired Corporations, or any Intellectual Property right of any third party to the extent licensed by or through the Acquired Corporations by any third party, including any employee or former employee of the Acquired Corporations. None of the Acquired Corporations have developed jointly with has entered into any agreement to indemnify any other Person against any Acquired Corporation Proprietary Asset that is material to the business charge of infringement of any Intellectual Property, other than indemnification provisions contained in purchase orders arising in the ordinary course of business. (d) None of the Acquired Corporations with respect is, nor will be as a result of the execution and delivery of this Agreement or the performance of its obligations under this Agreement, in breach of any license, sublicense or other agreement relating to any Intellectual Property or Third Party Intellectual Property Rights, the breach of which such other Person has any rights. There is no would have a Material Adverse Effect on the Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Proprietary AssetCorporations. (ie) All material patents, registered trademarks, service marks and copyrights held by the Acquired Corporations are valid and subsisting. Except for actions which would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations, none of the Acquired Corporations (i) is being sued in any suit, action or proceeding which involves a claim of infringement of any patents, trademarks, service marks, copyrights or violation of any trade secret or other proprietary right of any third party and (ii) has brought any action, suit or proceeding for infringement of Intellectual Property or breach of any license or agreement involving Intellectual Property against any third party, which action is continuing. The manufacture, marketing, licensing or sale of the Company's products does not infringe any patent, trademark, service ▇▇▇▇, copyright, trade secret or other proprietary right of any third party, except where such infringement would not have a Material Adverse Effect on the Acquired Corporations. (f) The Acquired Corporations have secured valid written assignments from all consultants and employees who contributed to the creation or development of Intellectual Property of the rights to such contributions that the Acquired Corporations do not already own by operation of law, except where the failure to do so would not have a Material Adverse Effect on the Acquired Corporations. (g) Except where the failure to do so would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations: (i) the Acquired Corporations have taken all reasonable and appropriate steps to protect and preserve the confidentiality of all Intellectual Property not otherwise protected by patents, or patent applications or copyright ("Confidential Information"); (ii) all use, disclosure or appropriation of Confidential Information owned by the Acquired Corporations by or to any third party has been pursuant to the terms of a written agreement between the Acquired Corporations and such third party; and (iii) all use, disclosure or appropriation of Confidential Information not owned by the Acquired Corporations has been pursuant to the terms of a written agreement between the Acquired Corporations and the owner of such Confidential Information, or is otherwise lawful. (h) All software (and related Intellectual Property) that is licensed by any of the Acquired Corporations to any third party ("Products") are validdesigned to be used prior to, enforceable during and subsistingafter the year 2000 ("Year 2000"), and are Year 2000 Compliant (as defined below). For purposes of this Agreement, "Year 2000 Compliant" shall mean that the Products can, individually, and in combination and in conjunction with all other systems, products or processes with which they are required or designed to interface, continue to be used normally and to operate successfully (both in functionality and performance) over the transition into the twenty first century when used in accordance with the documentation related to the Products, including being able to, before, on and after January 1, 2000 substantially conform to the following (i) use logic pertaining to dates which allow users to identify and/or use the century portion of any date fields without special processing; and (ii) none of the Acquired Corporation Proprietary Assets respond to all date elements and no Proprietary Asset that is currently being developed by date input so as to resolve any of the Acquired Corporations (ambiguity as to century in a disclosed defined and pre-determined manner and provide date information in ways which are unambiguous as to century, either by itself permitting or with any other Person) infringesrequiring the century to be specified or where the data element is represented without a century, misappropriates or conflicts with any Proprietary Asset owned or used by any other Person; (iii) none of the products correct century is unambiguous for all manipulations involving that are or have been designed, created, developed, assembled, manufactured or sold by any of the Acquired Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and none of such products has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and none of the Acquired Corporations has received any written notice or, to its knowledge, other communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; and (iv) to the Company's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Proprietary Asset. The Acquired Corporation Proprietary Assets constitute all the Proprietary Assets necessary to enable each of the Acquired Corporations to conduct its business in the manner in which such business is being conducted. None of the Acquired Corporations has (A) licensed any of the Acquired Corporation Proprietary Assets to any Person on an exclusive basis, or (B) entered into any covenant not to compete or Contract limiting its ability to exploit fully any material Acquired Corporation Proprietary Assets or to transact business in any market or geographical area or with any Personelement.

Proprietary Assets. (a) Part 2.6(a) of the Company Disclosure Schedule sets forth all U.S. The Parent Companies have good and foreign patents, patent applications, trademarks, trademark applications, copyright registrations and copyright applications owned by any of the Acquired Corporations. Each Acquired Corporation has good, valid and marketable title to, or has a valid right to use, license or otherwise exploit, all of the Acquired Corporation Proprietary Assets necessary for owned by the conduct Parent Companies that are material to the business of such Acquired Corporation's business as presently conductedthe Parent Companies ("PARENT PROPRIETARY ASSETS"), free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable; , and (ii) non-material minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations. None of the Acquired Corporations have developed jointly with any other Person any Acquired Corporation Proprietary Asset that is material to the business of any of the Acquired Corporations with respect to which such other Person has any rights. There is no Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Proprietary AssetParent Companies. (b) To the best of the knowledge of Parent: (i) All material all patents, trademarks, service marks and copyrights owned held by any of the Acquired Corporations Parent Companies are valid, enforceable and subsisting; (ii) none of the Acquired Corporation Parent Proprietary Assets and no Parent Proprietary Asset that is currently being developed by any of the Acquired Corporations Parent Companies (either by itself or with any other Person) infringes, misappropriates or conflicts with any Proprietary Asset owned or used by any other Person; (iii) none of the products products, systems, software, computer programs, source code, models, algorithms, formulae, compounds, inventions, designs, technology, processes, proprietary rights or intangible assets that are or have been designed, created, developed, assembled, used, manufactured or sold by any of the Acquired Corporations Parent Companies and that are material to the business of the Parent Companies is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and none of such products has at any time infringed(iv) since April 1, misappropriated or made any unlawful or unauthorized use of2001, and none of the Acquired Corporations Parent Companies has received any written notice or, to its knowledge, or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; and (ivv) to the Company's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Parent Proprietary Asset. None of the Parent Companies has developed jointly with any other Person any Parent Proprietary Asset that is material to the business of the Parent Companies and with respect to which such other Person has any rights. There is no material Parent Contract (as defined in Section 3.6) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Parent Proprietary Asset. (c) The Acquired Corporation Parent Proprietary Assets, together with any Proprietary Assets currently being licensed to the Parent Companies by third parties, constitute in all material respects all the Proprietary Assets necessary to enable each of the Acquired Corporations Parent Companies to conduct its their business in the manner in which such business is being conducted and is proposed to be conducted. None of the Acquired Corporations has (A) licensed any of the Acquired Corporation Proprietary Assets to any Person on an exclusive basis, or (B) entered into any covenant not to compete or Contract limiting its ability to exploit fully any material Acquired Corporation Proprietary Assets or to transact business in any market or geographical area or with any Person.

Proprietary Assets. (a) Part Schedule 2.6(a) of the Company Disclosure Schedule sets forth all U.S. and foreign patents, patent applications, trademarks, trademark applications, copyright registrations and copyright applications owned by any of the Acquired Corporations. Each Acquired Corporation has good, valid and marketable title to, or has a valid right to use, license or otherwise exploit, all of the Acquired Corporation Proprietary Assets necessary for the conduct of such Acquired Corporation's business as presently conducted, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable; and (ii) non-material liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations. None of the Acquired Corporations have developed jointly with any other Person any Acquired Corporation Proprietary Asset that is material to the business of any of the Acquired Corporations with respect to which such other Person has any rights. There is no Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Proprietary AssetAsset owned or exclusively licensed by any of the Acquired Corporations. (i) All material patents, trademarks, service marks and copyrights Acquired Corporation Proprietary Assets owned by any of the Acquired Corporations are valid, enforceable and subsisting; (ii) none of the Acquired Corporation Proprietary Assets and no Proprietary Asset that is currently being developed by any of the Acquired Corporations (either by itself or with any other Person) infringes, misappropriates or conflicts with any Proprietary Asset owned or used by any other Person; (iii) none of the products or services that are or have been designed, created, developed, assembled, performed, manufactured or sold by any of the Acquired Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and none of such products or services has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and none of the Acquired Corporations has received any written notice or, to its knowledge, other communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; (iv) the operation of the business of each Acquired Corporation as it currently is conducted does not and will not and will not when conducted by the Surviving Corporation in substantially the same manner following the Closing, infringe or misappropriate or make any unlawful or unauthorized use of any Proprietary Asset of any Person; and (ivv) to the Company's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Proprietary Asset. The Acquired Corporation Proprietary Assets constitute all the Proprietary Assets necessary to enable each of the Acquired Corporations to conduct its business in the manner in which such business is being conducted. At the Closing, the Surviving Corporation shall acquire good, valid, and enforceable title to the Acquired Corporation Proprietary Assets, free and clear of all Encumbrances and on the same terms and conditions as in effect immediately prior to the Closing. None of the Acquired Corporations has (A) licensed any of the Acquired Corporation Proprietary Assets to any Person on an exclusive basis, or (B) entered into any covenant not to compete or Contract limiting its ability to exploit fully any material Acquired Corporation Proprietary Assets or to transact business in any market or geographical area or with any Person. (c) Each Acquired Corporation has taken all reasonable steps that are required to protect such Acquired Corporation's rights in confidential information and trade secrets of the Acquired Corporation or provided by any other person to the Acquired Corporation. Attached to the Company Disclosure Schedule as Schedule 2.6(c) is the form of proprietary information agreement that the Company, since January 1, 1997, has required all employees of the Acquired Corporations to execute as a condition of their employment.

Proprietary Assets. (a) Part 2.6(a2.9(a)(i) of the Company Disclosure Schedule sets forth all U.S. and foreign patentsforth, patent applications, trademarks, trademark applications, copyright registrations and copyright applications with respect to each Proprietary Asset owned by each of the Acquired Corporations and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. Part 2.9(a)(ii) of the Company Disclosure Schedule identifies and provides a brief description of all other Proprietary Assets owned by each of the Acquired Corporations that are material to the business of the Acquired Corporations. Each Part 2.9(a)(iii) of the Company Disclosure Schedule identifies and provides a brief description of, and identifies any ongoing royalty or payment obligations in excess of $50,000 in the aggregate with respect to, each Proprietary Asset or all copies of any Proprietary Asset that is licensed or otherwise made available to each of the Acquired Corporation has Corporations by any Person (the "Licensed Assets") and is material to the business of the Acquired Corporations, and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to each of the Acquired Corporations. The Acquired Corporations have good, valid and marketable title to, or has a valid right to use, license or otherwise exploit, all of the Acquired Corporation Company Proprietary Assets necessary for the conduct of such Acquired Corporation's business as presently conductedother than Licensed Assets, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable; , and (ii) non-material minor liens that have arisen in the ordinary course Ordinary Course of business Business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired CorporationsCompany. None of the The Acquired Corporations have a valid right to use, license and otherwise exploit all Licensed Assets and any rights thereunder will not be affected by the Company entering into this Agreement and the agreements and transactions contemplated hereby. The Acquired Corporations have not developed jointly with any other Person any Acquired Corporation Company Proprietary Asset that is material to the business of any of the Acquired Corporations Company with respect to which such other Person has any rights. There is no Acquired Corporation Company Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Company Proprietary Asset. (b) The Acquired Corporations have taken reasonable measures and precautions to protect and maintain the confidentiality, secrecy and value of all material Company Proprietary Assets (except Company Proprietary Assets whose value would be unimpaired by disclosure). Without limiting the generality of the foregoing, (i) all current and former employees of the Acquired Corporations who are or were involved in, or who have contributed to, the creation or development of any material Company Proprietary Asset have executed and delivered to the Acquired Corporations an agreement (containing no material exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of Confidential Information and Invention Assignment Agreement previously made available by the Company to Parent, and (ii) all current and former consultants and independent contractors to the Acquired Corporations who are or were involved in, or who have contributed to, the creation or development of any material Company Proprietary Asset have executed and delivered to the Company an agreement (containing no material exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of Consultant Confidential Information and Invention Assignment Agreement previously made available to Parent. (i) All material patents, trademarks, service marks and copyrights owned held by any of the Acquired Corporations are valid, enforceable and subsisting; (ii) none of the Acquired Corporation Company Proprietary Assets and no Proprietary Asset that is currently being developed by any of the Acquired Corporations Company (either by itself or with any other Person) infringes, misappropriates or conflicts with any Proprietary Asset owned or used by any other Person; (iii) none of the products that are or have been designed, created, developed, assembled, manufactured or sold by any of the Acquired Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, each of the Acquired Corporations has all rights and licenses reasonably necessary in order to make, have made, use or sell these products to an unlimited number of parties, and none of such products has at any time infringed, misappropriated or made any unlawful or unauthorized use ofof any third party Proprietary Asset, and (iv) none of the Acquired Corporations has received any written notice or, to its knowledge, or other written communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; Person and (ivv) to the Company's knowledgeknowledge of the Acquired Corporations, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Company Proprietary Asset. . (d) The Acquired Corporation Company Proprietary Assets constitute all the Proprietary Assets necessary to enable each of the Acquired Corporations to conduct its business in the manner in which such business has been and is being conducted. None of the Acquired Corporations has (Ai) licensed any of the Acquired Corporation material Company Proprietary Assets to any Person on an exclusive basis, or (Bii) entered into any covenant not to compete or Contract limiting its ability to exploit fully any material Acquired Corporation Company Proprietary Assets or to transact business in any market or geographical area or with any Person. (e) No Acquired Corporation has disclosed or delivered to any Person, or permitted the disclosure or delivery to any escrow agent or other Person, of any Company Source Code. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the disclosure or delivery to any Person of any Company Source Code. Part 2.9(e)(ii) of the Company Disclosure Schedule identifies each Contract pursuant to which any of the Acquired Corporations has deposited or is required to deposit with an escrowholder or any other Person any Company Source Code, and further describes whether the execution of this Agreement or the consummation of any of the transactions contemplated hereby could reasonably be expected to result in the release or disclosure of any Company Source Code. (f) Except with respect to demonstration or trial copies that include code to disable continued use after a limited demonstration trial period, no product, system, program or software module designed, developed, sold, licensed or otherwise made available by the Company to any Person contains any "back door," "time bomb," "Trojan horse," "worm," "drop dead device,"

Proprietary Assets. (a) Part 2.6(a) of the Company Disclosure Schedule sets forth all U.S. The Parent Companies have good and foreign patents, patent applications, trademarks, trademark applications, copyright registrations and copyright applications owned by any of the Acquired Corporations. Each Acquired Corporation has good, valid and marketable title to, or has a valid right to use, license or otherwise exploit, all of the Acquired Corporation Proprietary Assets necessary for owned by the conduct Parent Companies that are material to the business of such Acquired Corporation's business as presently conductedthe Parent Companies ("Parent Proprietary Assets"), free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable; , and (ii) non-material minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations. None of the Acquired Corporations have developed jointly with any other Person any Acquired Corporation Proprietary Asset that is material to the business of any of the Acquired Corporations with respect to which such other Person has any rights. There is no Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Proprietary AssetParent Companies. (b) To the best of the knowledge of Parent: (i) All material all patents, trademarks, service marks and copyrights owned held by any of the Acquired Corporations Parent Companies are valid, enforceable and subsisting; (ii) none of the Acquired Corporation Parent Proprietary Assets and no Parent Proprietary Asset that is currently being developed by any of the Acquired Corporations Parent Companies (either by itself or with any other Person) infringes, misappropriates or conflicts with any Proprietary Asset owned or used by any other Person; (iii) none of the products products, systems, software, computer programs, source code, models, algorithms, formulae, compounds, inventions, designs, technology, processes, proprietary rights or intangible assets that are or have been designed, created, developed, assembled, used, manufactured or sold by any of the Acquired Corporations Parent Companies and that are material to the business of the Parent Companies is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and none of such products has at any time infringed(iv) since April 1, misappropriated or made any unlawful or unauthorized use of2001, and none of the Acquired Corporations Parent Companies has received any written notice or, to its knowledge, or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; and (ivv) to the Company's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Parent Proprietary Asset. None of the Parent Companies has developed jointly with any other Person any Parent Proprietary Asset that is material to the business of the Parent Companies and with respect to which such other Person has any rights. There is no material Parent Contract (as defined in Section 3.6) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any Parent Proprietary Asset. (c) The Acquired Corporation Parent Proprietary Assets, together with any Proprietary Assets currently being licensed to the Parent Companies by third parties, constitute in all material respects all the Proprietary Assets necessary to enable each of the Acquired Corporations Parent Companies to conduct its their business in the manner in which such business is being conducted and is proposed to be conducted. None of the Acquired Corporations has (A) licensed any of the Acquired Corporation Proprietary Assets to any Person on an exclusive basis, or (B) entered into any covenant not to compete or Contract limiting its ability to exploit fully any material Acquired Corporation Proprietary Assets or to transact business in any market or geographical area or with any Person.

Proprietary Assets. (ai) Part 2.6(aSection 3.6(a)(i) of the Company Disclosure Schedule sets forth forth, with respect to each Proprietary Asset owned or exclusively licensed in perpetuity by the Acquired Corporations and registered with any Governmental Entity or for which an application has been filed with any Governmental Entity: (A) a brief description of such Proprietary Asset; and (B) the names of the jurisdictions covered by the applicable registration or application. (ii) Section 3.6(a)(ii) of the Company Disclosure Schedule identifies and provides a brief description of all U.S. Proprietary Assets that (A) are owned or exclusively licensed in perpetuity by an Acquired Corporation, (B) are material to the business of the Acquired Corporations taken as a whole, (C) are not disclosed in Section 3.6(a)(i) of the Company Disclosure Schedule, and foreign patents(D) constitute one or more of the following: an unregistered trademark, patent applicationstrade name, trademarksfictitious business name, trademark applicationsunregistered service ▇▇▇▇, copyright registrations computer software, computer program, source code, algorithm, invention, design, blueprint, engineering drawing, proprietary product, technology or proprietary right. (iii) Except as provided in Section 3.6(a)(iii) of the Company, Disclosure Schedule, no Acquired Corporation has any ongoing royalty or payment obligations with respect to any Proprietary Asset that is licensed or otherwise made available to the Acquired Corporations by any Person and copyright applications owned is material to the business of the Acquired Corporations (except for any Proprietary Asset that is licensed to the Acquired Corporations under any third party software license generally available to the public). The use by the Acquired Corporations of any of the Acquired Corporations. Each Corporations Proprietary Assets as currently conducted and as proposed to be conducted does not and will not, and will not upon provision of notice, lapse of time or both, constitute a breach or default under, or otherwise violate, any Contract. (iv) The Acquired Corporation has Corporations have good, valid and marketable title to, or has a valid right to use, license or otherwise exploit, all of the Acquired Corporation Proprietary Assets necessary for identified in Sections 3.6(a)(i) and 3.6(a)(ii) of the conduct of such Acquired Corporation's business as presently conductedCompany Disclosure Schedule, free and clear of all Encumbrances, except for (iA) any lien for current taxes not yet due and payable; and , (iiB) non-material minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets asset subject thereto or materially impair the operations of any of the Acquired Corporations, and (C) those liens created under the Debt Agreements, which terminate at Closing. None The Acquired Corporations have a valid right to use, license and otherwise exploit all Proprietary Assets identified in Sections 3.6(a)(i) and 3.6(a)(ii) of the Company Disclosure Schedule. Except as set forth in Section 3.6(a)(iv) of the Company Disclosure Schedule, none of the Acquired Corporations have has developed jointly with any other Person any Acquired Corporation Proprietary Asset that is material to the business of any of the Acquired Corporations with respect to which such other Person has ownership rights, it being acknowledged for this purpose, Proprietary Assets do not include any rights. There is no Acquired Corporation Contract (with data which a Person may have provided to the exception of end user license agreements in the form previously delivered by Company, and “developed jointly” and do not include any facility or assistance such Person may have provided to the Company with respect to Parentdata acquisition. Such data, facility and assistance are identified in Section 3.6(a)(iv) pursuant of the Company Disclosure Schedule. (b) Except as set forth in Section 3.6(b) of the Company Disclosure Schedule, the Acquired Corporations have taken reasonable measures and precautions to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material protect and maintain the confidentiality and secrecy of all Acquired Corporation Proprietary AssetAssets that are material to the business of the Acquired Corporations (except Acquired Corporation Proprietary Assets whose value would be unimpaired by disclosure). To the knowledge of each of the Acquired Corporations, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Acquired Corporation’s Proprietary Assets. (c) To the knowledge of Holdings and each of the Acquired Corporations: (i) All material all patents, trademarks, service marks and copyrights owned by any listed in Section 3.6(a)(i) of the Acquired Corporations Company Disclosure Schedule are valid, enforceable valid and subsisting; (ii) none of the Acquired Corporation Proprietary Assets and no Proprietary Asset that is currently being developed by any of the Acquired Corporations (either by itself or with any other Person) infringes, infringes or misappropriates or conflicts with any Proprietary Asset Assets owned or used by any other Person; , (iii) none of the products that are or have been designed, created, developed, assembled, manufactured or sold by any of the Acquired Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset Assets owned or used by any other Person, and and, except for any immaterial alleged infringement that has been cured, none of such products has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and none of the Acquired Corporations has received any written notice or, to its knowledge, or other written communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; and (iv) to the Company's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset Assets owned or used by any other Person infringes or conflicts withinfringes, any material Acquired Corporation Proprietary Asset. . (d) The Acquired Corporation Proprietary Assets constitute all the Proprietary Assets necessary to enable each of the Acquired Corporations to conduct its their business in the manner in which such business has been and is now being conducted. None of the Acquired Corporations has (Ai) licensed any of the material Acquired Corporation Proprietary Assets to any Person on an exclusive basis, or (Bii) except as set forth in Section 3.6(d) of the Company Disclosure Schedule, entered into any covenant not to compete or Contract limiting its ability to exploit fully any material Acquired Corporation Proprietary Assets or to transact business in any market or geographical area or with any Person. (e) To the knowledge of Holdings and each of the Acquired Corporations, no current or former executive officer of any Acquired Corporation is competing against, soliciting customers or employees from, or using material Proprietary Assets of any Acquired Corporation. To the knowledge of Holdings and each of the Acquired Corporations, there is no unauthorized use, disclosure, infringement, violation or misappropriation of any Acquired Corporation’s material Proprietary Asset, including to any employee or former employee of an Acquired Corporation.

Proprietary Assets. (a) Part Schedule 2.6(a) of the Company Disclosure Schedule Letter sets forth as of the date of this Agreement (i) all U.S. and foreign patents, patent applications, registered trademarks, unregistered trademarks, trademark applications, copyright registrations and copyright applications applications, Internet domain names, computer software (other than third party software generally available for sale to the public) and fictitious name and assumed name registrations owned by any of the Acquired Corporations, (ii) all patent applications and other Proprietary Assets that are currently in the name of inventors or other Persons and for which an Acquired Corporation has the right to receive an assignment and (iii) all material third party licenses for Proprietary Assets to which an Acquired Corporation is the licensee party and which are not set forth on Schedule 2.7(a)(iii) of the Company Disclosure Letter. Each Acquired Corporation has good, valid and marketable title to, or has a valid right to use, license or otherwise exploit, all of the material Acquired Corporation Proprietary Assets necessary for the conduct of such Acquired Corporation's business as presently conducted, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable; and (ii) non-material liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations. None of the Acquired Corporations have has developed jointly with any other Person any material Acquired Corporation Proprietary Asset that is material to the business of any of the Acquired Corporations with respect to which such other Person has any rights. There Other than Contracts entered into in the ordinary course of business consistent with prior practice that are not, with respect to any individual Contract, material to the Acquired Corporations, there is no Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Proprietary AssetAsset owned or exclusively licensed by any of the Acquired Corporations. (i) All material patentsTo the Company's knowledge, trademarks, service marks and copyrights all Acquired Corporation Proprietary Assets owned by any of the Acquired Corporations are valid, enforceable enforceable, subsisting and subsistingin effect; (ii) to the Company's knowledge none of the Acquired Corporation Proprietary Assets and no Proprietary Asset that is currently being developed or reduced to practice or which is the subject of a current invention disclosure by any of the Acquired Corporations (either by itself or with any other Person) infringes, misappropriates or conflicts with any Proprietary Asset owned or used by any other Person; (iii) to the Company's knowledge, none of the products or services that are is or have has been designed, created, developed, assembled, manufactured performed, manufactured, sold, marketed or sold licensed by any of the Acquired Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and and, to the Company's knowledge, none of such products or services has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and none of the Acquired Corporations has received any written notice or, to its knowledge, other communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; (iv) to the Company's knowledge, the operation of the business of each Acquired Corporation as it currently is conducted does not and will not when conducted by the Surviving Corporation in substantially the same manner following the Closing, infringe or misappropriate or make any unlawful or unauthorized use of any Proprietary Asset of any other Person; and (ivv) to the Company's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Proprietary Asset. The Acquired Corporation Proprietary Assets constitute all the material Proprietary Assets necessary to enable each of the Acquired Corporations to conduct its business in the manner in which such business is being conducted. Upon the consummation of the Merger, the Surviving Corporation shall have good, valid, and enforceable title, or license (if the applicable Acquired Corporations Proprietary Asset is licensed to an Acquired Corporation) to all material Acquired Corporation Proprietary Assets, free and clear of all Encumbrances and on, and subject to, the same terms and conditions as in effect immediately prior to the Closing. None of the Acquired Corporations has (A) licensed any of the Acquired Corporation Proprietary Assets to any Person on an exclusive basis, or (B) entered into any covenant not to compete or any Contract limiting its ability to exploit fully any material Acquired Corporation Proprietary Assets owned or licensed by such Acquired Corporation or to transact business in any market or geographical area or with any Person. (c) Each Acquired Corporation has taken all reasonable steps that are required to protect such Acquired Corporation's rights in confidential information and trade secrets of the Acquired Corporation or provided by any other Person to the Acquired Corporation. Set forth on Schedule 2.6(c) of the Company Disclosure Letter is a list of each employee, consultant and contractor of the Acquired Corporations that has executed a proprietary information and confidentiality agreement substantially in the form previously made available to Parent and described on Schedule 2.6(c) of the Company Disclosure Letter.

Proprietary Assets. (a) Part 2.6(a2.9(a)(i) of the Company Disclosure Schedule sets forth forth, with respect to each Proprietary Asset owned by the Acquired Corporations and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. Part 2.9(a)(ii) of the Company Disclosure Schedule identifies any ongoing royalty or payment obligations with respect to, each Proprietary Asset that is licensed or otherwise made available to the Acquired Corporations by any Person and is material to the business of the Acquired Corporations (except for any Proprietary Asset that is licensed to the Acquired Corporations under any third party software license generally available to the public), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Acquired Corporation. The Acquired Corporations have good and valid title to all U.S. of the Acquired Corporation Proprietary Assets identified in Part 2.9(a)(i) of the Company Disclosure Schedule and foreign patents, patent applications, trademarks, trademark applications, copyright registrations and copyright applications otherwise owned by any of the Acquired Corporations. Each Acquired Corporation has good, valid and marketable title to, or has a valid right to use, license or otherwise exploit, all of the Acquired Corporation Proprietary Assets necessary for the conduct of such Acquired Corporation's business as presently conducted, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable; , and (ii) non-material minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any either of the Acquired Corporations. None The Acquired Corporations have a valid right to use, license and otherwise exploit all Proprietary Assets identified in Part 2.9(a)(ii) of the Company Disclosure Schedule. Except as set forth in Part 2.9(a)(iii) of the Company Disclosure Schedule, none of the Acquired Corporations have has developed jointly with any other Person any Acquired Corporation Proprietary Asset that is material to the business of any of the Acquired Corporations with respect to which such other Person has any rights. There Except as set forth in Part 2.9(a)(iv) of the Company Disclosure Schedule, there is no Acquired Corporation Contract (with the exception of end user license or porting agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Proprietary Asset. (b) The Acquired Corporations have taken reasonable measures and precautions to protect and maintain the confidentiality, secrecy and value of all material Acquired Corporation Proprietary Assets (except Acquired Corporation Proprietary Assets whose value would be unimpaired by disclosure). Without limiting the generality of the foregoing, except as set forth in Part 2.9(b) of the Company Disclosure Schedule, (i) All all current and former employees of the Acquired Corporations who are or were involved in, or who have contributed to, the creation or development of any material Acquired Corporation Proprietary Asset have executed and delivered to the Acquired Corporations an agreement (containing no exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of Confidential Information and Invention Assignment Agreement previously delivered or made available by the Company to Parent, and (ii) all current and former consultants and independent contractors to the Acquired Corporations who are or were involved in, or who have contributed to, the creation or development of any material Acquired Corporation Proprietary Asset have executed and delivered to the Company an agreement (containing no exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of Consultant Confidential Information and Invention Assignment Agreement previously delivered or made available to Parent. No current or former employee, officer, director, shareholder, consultant or independent contractor has any right, claim or interest in or with respect to any Acquired Corporation Proprietary Asset. (c) To the knowledge of the Company: (i) all patents, trademarks, service marks and copyrights owned held by any of the Acquired Corporations are valid, enforceable and subsisting; (ii) none of the Acquired Corporation Proprietary Assets and no Proprietary Asset that is currently being developed by any of the Acquired Corporations (either by itself or with any other Person) infringes, misappropriates or conflicts with any Proprietary Asset owned or used by any other Person; (iii) none of the products that are or have been designed, created, developed, assembled, manufactured or sold by any of the Acquired Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and none of such products has at any time infringedsince January 1, misappropriated or made any unlawful or unauthorized use of1998, and none of the Acquired Corporations has received any written notice or, to its knowledge, or other communication of (in writing or otherwise) that it has committed any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; and (iv) to the Company's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Proprietary Asset. . (d) The Acquired Corporation Proprietary Assets constitute all the Proprietary Assets necessary to enable each of the Acquired Corporations to conduct its their business in the manner in which such business is being conducted. None of the Acquired Corporations has (Ai) licensed any of the material Acquired Corporation Proprietary Assets to any Person on an exclusive basis, or (Bii) entered into any covenant not to compete or Contract limiting its ability to exploit fully any material Acquired Corporation Proprietary Assets or to transact business in any market or geographical area or with any Person. (e) None of the Acquired Corporations has disclosed or delivered to any Person, or permitted the disclosure or delivery to any escrow agent or other Person, of any Acquired Corporation Source Code, except for such disclosure or delivery which has not materially impaired, and which would not reasonably be expected to materially impair, the business of any of the Acquired Corporations or the value of any of the Acquired Corporations to Parent. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, result in the disclosure or delivery to any Person of any Acquired Corporation Source Code, except for such disclosure or delivery which has not materially impaired, and which would not reasonably be expected to materially impair, the business of any of the Acquired Corporations or the value of any of the Acquired Corporations to Parent. Part 2.10(a)(ii) of the Company Disclosure Schedule describes whether the execution of this Agreement or the consummation of any of the transactions contemplated hereby could reasonably be expected to result in the release or disclosure of any Acquired Corporation Source Code. (f) To the knowledge of the Company, except as set forth in Part 2.9(f)(i) of the Company Disclosure Schedule, each computer, computer program and other item of software (whether installed on a computer or on any other piece of equipment, including firmware) that is owned or used by any of the Acquired Corporations for their internal business operations is Year 2000 Compliant. To the knowledge of the Company, except as set forth in Part 2.9(f)(ii) of the Company Disclosure Schedule, each computer program and other item of software that has been designed, developed, sold, licensed or otherwise made available to any Person by any of the Acquired Corporations is Year 2000 Compliant. To the knowledge of the Company, except as set forth in Part 2.9(f)(iii) of the Company Disclosure Schedule, each of the Acquired Corporations has conducted sufficient Year 2000 compliance testing for each computer, computer program and item of software referred to in the preceding two sentences to be able to determine whether such computer, computer program and item of software is Year 2000 Compliant. Each of the Acquired Corporations has obtained warranties or other written assurances to the extent offered or otherwise made available from each of its suppliers of any material Acquired Corporation Proprietary Assets to the effect that the Acquired Corporation Proprietary Assets provided by such suppliers to the Acquired Corporations is Year 2000 Compliant. As used in this Agreement, "Year 2000 Compliant" means, with respect to a computer, computer program or other item of software (i) the functions, calculations, and other computing processes of the computer, program or software (collectively, "Processes") do not perform in an inconsistent or incorrect manner or with interruption as a result of a correct date on which the Processes are actually performed or as a result of a date correctly input to the applicable computer system, whether before, on, or after January 1, 2000; (ii) the computer, program or software accepts, calculates, compares, sorts, extracts, sequences, and otherwise processes date inputs and date values; (iii) the computer, program or software accepts and responds to correct year input, if any, in a manner that resolves any ambiguities as to century in a defined, predetermined, and appropriate manner; (iv) the computer, program or software stores and displays date information in ways that are unambiguous as to the determination of the century; and (v) leap years will be determined by the following standard (A) if dividing the year by 4 yields an integer, it is a leap year, except for years ending in 00, but (B) a year ending in 00 is a leap year if dividing it by 400 yields an integer.

Proprietary Assets. (a) The Company and each of its Subsidiaries owns, or is licensed to use, all patents, trademarks, trade names, service marks, copyrights, and any applications therefor, maskworks, schematics, design and other drawings, technology, know-how, computer software programs or applications and tangible or intangible proprietary information or material (excluding Company Commercial Software Rights (as defined below)) that are used or currently proposed by the Company and each of its Subsidiaries to be used in the business of the Company and of its Subsidiaries as currently conducted or as currently proposed to be conducted as of the date hereof or as of the Closing Date (the "Company Intellectual Property Rights"). Part 2.6(a2.9(a) of the Company Disclosure Schedule (i) sets forth a complete list of all U.S. and foreign patents, patent applications, registered trademarks, trademark applicationsunregistered copyrights, copyright registrations trade names and copyright service marks, and any applications owned by any therefor, included in the Company Intellectual Property Rights; (ii) specifies the jurisdictions in which each such Company Intellectual Property Right has been issued or registered or in which an application for such issuance and registration has been filed, including the respective registration or application numbers and the names of the Acquired Corporations. Each Acquired Corporation has goodall registered owners, valid and marketable title to, or has together with a valid right to use, license or otherwise exploit, list of all of the Acquired Corporation Proprietary Assets necessary for currently marketed software products of the conduct Company and each of its Subsidiaries and a list of which, if any, of such Acquired Corporation's business software products that have been registered for copyright protection with the United States Copyright Office and any foreign offices and by whom such items have been registered and (iii) as presently conductedto each such Company Intellectual Property Right, specifies whether it is owned by the Company and each of its Subsidiaries or licensed to the Company or its Subsidiaries by another Person and, in the cases of any license, sets forth (i) the licensor, (ii) the term of such license, and (iii) the amount of the license fee payable thereunder. (b) Part 2.9(b) of the Company Disclosure Schedule also sets forth a complete list of all licenses, sublicenses and other agreements pursuant to which the Company or its Subsidiaries has licensed any other Person to use any Company Intellectual Property Right or other trade secret material to the Company or its Subsidiaries, and includes the identity of such licensees, provided, however, that standard end user licenses to object code versions of software of the Company and its Subsidiaries need not be listed. The Company is not, nor will it be and none of its Subsidiaries are, nor will they be as a result of the execution and delivery of this Agreement or the performance of its obligations hereunder, in violation of any license, sublicense or agreement described on such list, nor will the execution, delivery or performance of this Agreement terminate thereunder. Except as set forth on Part 2.9(b) of the Company Disclosure Schedule, the Company or one of its Subsidiaries is the sole and exclusive owner of, with all right, title and interest in and to (free and clear of any liens, encumbrances or licenses, other than end user licenses), the Company Intellectual Property Rights, and has sole and exclusive rights, and is not contractually obligated to pay any compensation to any third party for the use thereof or the material covered thereby in connection with the services or products in respect of which such Company Intellectual Property Rights are being used. (c) Except as set forth on Part 2.9(c) of the Company Disclosure Schedule, the Company and each of its Subsidiaries has sufficient rights under the license agreements for all EncumbrancesCompany Intellectual Property Rights licensed to the Company and each of its Subsidiaries to use such Company Intellectual Property Rights in its business as currently conducted and as proposed to be conducted without payment of royalties or other compensation to the licensor thereof. No claims with respect to the Company Intellectual Property Rights have been asserted or, except for to the Knowledge of the Company, are threatened by any Person (i) to the effect that the manufacture, sale, licensing or use of any lien product as, now used, sold or licensed or proposed for current taxes not yet due and payable; and use, sale or license by the Company or its Subsidiaries infringes on any copyright, patent, trade ▇▇▇▇, service ▇▇▇▇ or trade secret, (ii) nonagainst the use by the Company or its Subsidiaries of any trademarks, trade names, trade secrets, copyrights, patents, technology, know-material liens that have arisen how or computer software programs and applications used in the ordinary course Company's and each of its Subsidiaries' business as currently conducted or as proposed by the Company and that do not each of its Subsidiaries to be conducted, or (individually iii) challenging the ownership, validity or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations effectiveness of any of the Acquired Corporations. None of the Acquired Corporations have developed jointly with any other Person any Acquired Corporation Proprietary Asset that is material to the business of any of the Acquired Corporations with respect to which such other Person has any rights. There is no Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered by the owned Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Proprietary AssetIntellectual Property Rights. (id) All Except as set forth on Part 2.9(d) of the Company Disclosure Schedule, all registered and material patents, unregistered trademarks, service marks and copyrights owned held by the Company are valid and subsisting. To the Knowledge of the Company, there is no material unauthorized use, infringement or misappropriation of any of the Acquired Corporations are validowned Company Intellectual Property Rights by any third party, enforceable and subsisting; (ii) none including any employee or former employee of the Acquired Corporation Proprietary Assets and no Proprietary Asset that is currently being developed by Company or any of its Subsidiaries. No Company Intellectual Property Right owned by the Acquired Corporations (either by itself Company or with any other Person) infringes, misappropriates of its Subsidiaries or conflicts with any Proprietary Asset owned or used by any other Person; (iii) none product of the products that are Company or have been designed, created, developed, assembled, manufactured or sold by any of its Subsidiaries is subject to any outstanding order, judgment, decree, stipulation or agreement restricting in any manner the Acquired Corporations licensing thereof by the Company or any of its Subsidiaries. There is infringingno outstanding order, misappropriating judgment, decree or making stipulation against the Company or any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Personits Subsidiaries, and none the Company and each of such products has at its Subsidiaries is not party to any time infringedagreement, misappropriated or made restricting in any unlawful or unauthorized use of, and none manner the licensing of the Acquired Corporations has received any written notice or, to its knowledge, other communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; Company and (iv) to the Company's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Proprietary Asset. The Acquired Corporation Proprietary Assets constitute all the Proprietary Assets necessary to enable each of its Subsidiaries' products by the Acquired Corporations to conduct Company and each of its business in the manner in which such business is being conductedSubsidiaries. None Except for end user licenses or as otherwise set forth on Part 2.9(d) of the Acquired Corporations Company Disclosure Schedule, the Company has (A) licensed any of the Acquired Corporation Proprietary Assets to any Person on an exclusive basis, or (B) not entered into any covenant not agreement to compete indemnify any Person against any charge of infringement of any Company Intellectual Property Right. (e) Except as set forth on Part 2.9(e) of the Company Disclosure Schedule, each current employee, consultant, designer, product developer or Contract limiting independent contractor of the Company and each of its ability Subsidiaries, and each past (whose employment or other relationship with the Company or its Subsidiaries terminated on or after January 1, 1997) employee, consultant, designer, product developer or independent contractor of the Company and each of its Subsidiaries, who prior to exploit fully the Effective Time had access to any material Acquired Corporation Proprietary Assets Company Intellectual Property Right or participated in the design or development of any Company Intellectual Property Right or any product currently marketed, or currently under design or development, by the Company of any of its Subsidiaries (each such Person so involved in design or development being referred to transact business in as a "Developer") has signed a proprietary information agreement with the Company and each of its Subsidiaries (as applicable) containing non-disclosure and, with respect to each Developer, inventions assignment/ownership provisions, and correct copies of all such agreements have been delivered to Parent and no commissions, royalties, share of profits or other payments are now due or will ever be due to such persons as the result of the sale or licensing of any market intellectual property used by the Company and each of its Subsidiaries or geographical area of any product sold or with any Personlicensed by the Company or its Subsidiaries.

Proprietary Assets. (a) Part Schedule 2.6(a) of the Company Disclosure Schedule sets forth all U.S. and foreign patents, patent applications, trademarks, trademark applications, copyright registrations and copyright applications owned by any of the Acquired Corporations. Each Acquired Corporation has good, valid and marketable title to, or has a valid right to use, license or otherwise exploit, all of the Acquired Corporation Proprietary Assets necessary for the conduct of such Acquired Corporation's business as presently conducted, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable; and (ii) non-material liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations. None of the Acquired Corporations have developed jointly with any other Person any Acquired Corporation Proprietary Asset that is material to the business of any of the Acquired Corporations with respect to which such other Person has any rights. There is no Acquired Corporation Company Material Contract (with the exception of end user license agreements and software and maintenance agreements in the form forms similar in all material respects to the forms previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Proprietary AssetAsset owned or exclusively licensed by any of the Acquired Corporations. (i) All material patentsTo the Company's knowledge, trademarks, service marks and copyrights all Acquired Corporation Proprietary Assets owned by any of the Acquired Corporations are valid, enforceable valid and subsistingenforceable; (ii) all Acquired Corporation Proprietary Assets owned by any of the Acquired Corporations are subsisting and in effect; (iii) to the Company's knowledge, none of the Acquired Corporation Proprietary Assets owned by any of the Acquired Corporations and no Proprietary Asset that is currently being developed by any of the Acquired Corporations (either by itself or with any other Person) infringes, infringes or misappropriates or conflicts with any Proprietary Asset owned or used by any other Person; (iiiiv) (iv) to the knowledge of the Company, none of the products or services that are or have been designed, created, developed, assembled, performed, manufactured or sold by any of the Acquired Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and and, to the knowledge of the Company, none of such products or services has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and of any Proprietary Asset owned or used by any other Person; (v) none of the Acquired Corporations has received any written notice or, to its knowledge, or other communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person, (vi) to the Company's knowledge, the operation of the business of each Acquired Corporation as it currently is conducted does not infringe or misappropriate or make any unlawful or unauthorized use of any Proprietary Asset of any other Person; and (ivvii) to the Company's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Proprietary Asset. The Acquired Corporation Proprietary Assets constitute all the Proprietary Assets necessary to enable each of Asset owned by the Acquired Corporations to conduct its business in the manner in which such business is being conductedCorporations. None of the Acquired Corporations has (A) except with respect to the Company Material Contracts and end user license agreements and software and maintenance agreements in the forms which are the same in all material respects to the forms previously delivered by the Company to Parent, licensed any of the Acquired Corporation Proprietary Assets to any Person on an exclusive basisPerson, or (B) entered into any covenant not to compete or any Contract limiting its ability to exploit fully any material Acquired Corporation Proprietary Assets owned or exclusively licensed by such Acquired Corporation. (c) Each Acquired Corporation has taken all reasonable steps that are required to transact business protect such Acquired Corporation's rights in confidential information and trade secrets of the Acquired Corporation or provided by any market other person to the Acquired Corporation. Without limiting the foregoing, each Acquired Corporation has, and enforces, a policy requiring each employee, consultant and contractor to execute a proprietary information and confidentiality agreement, substantially in the forms attached to the Company Disclosure Schedule as Schedule 2.6(c), and all current and former employees, consultants and contractors of such Acquired Corporation have executed such an agreement. (d) The Acquired Corporation Proprietary Assets owned by the Acquired Corporations do not contain any shareware, open source code or geographical area or with freeware. The Company has used commercially reasonable efforts to prohibit the public disclosure of any Personof its source code.

Proprietary Assets. (a) Part 2.6(aSchedule 2.7(a) of the Company Disclosure Schedule Letter sets forth as of the date of this Agreement (i) all U.S. and foreign patents, patent applications, registered trademarks, material unregistered trademarks, trademark applications, copyright registrations and copyright applications applications, Internet domain names, computer software (other than third party software generally available for sale to the public) and fictitious name and assumed name registrations owned by any Company; (ii) all patent applications and other Proprietary Assets that are currently in the name of inventors or other Persons and for which the Acquired CorporationsCompany has the right to receive an assignment; and (iii) all material third party licenses for Proprietary Assets to which the Company is the licensee party. Each Acquired Corporation The Company has good, valid and marketable title to, or has a valid right to use, license or otherwise exploit, all of the Acquired Corporation material Company Proprietary Assets necessary for the conduct of such Acquired Corporationthe Company's business as presently conducted, free and clear of all Encumbrances, except for (i) any lien for current taxes . The Company has not yet due and payable; and (ii) non-material liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations. None of the Acquired Corporations have developed jointly with any other Person any Acquired Corporation material Proprietary Asset that is material to the business of any of the Acquired Corporations with respect to which such other Person has any rights. There is no Acquired Corporation Company Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Company Proprietary AssetAsset owned or exclusively licensed by the Company. (b) Except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company, (i) All material patentsto the knowledge of the Company, trademarks, service marks and copyrights all Company Proprietary Assets owned by any of the Acquired Corporations Company are valid, enforceable subsisting and subsistingin effect and valid and enforceable; (ii) none of the Acquired Corporation Company Proprietary Assets and no Proprietary Asset that is currently being developed or reduced to practice or which is the subject of a current invention disclosure by any of the Acquired Corporations Company (either by itself or with any other Person) to the knowledge of the Company infringes, misappropriates or misappropriates, conflicts with or otherwise violates any Proprietary Asset owned or used by any other Person; (iii) none of the products or services that are is or have has been designed, created, developed, assembled, manufactured performed, manufactured, sold, marketed or sold licensed by any the Company is to the knowledge of the Acquired Corporations is Company infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and and, none of such products or services has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and none of the Acquired Corporations Company has not received in the past three (3) years any written notice orwritten, or to its the Company's knowledge, other communication oral notice of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; (iv) the operation of the business of the Company as it currently is conducted does not and will not when conducted by the Surviving Entity in substantially the same manner following the Closing, infringe or misappropriate or make any unlawful or unauthorized use of any Proprietary Asset of any other Person; and (ivv) to the Company's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Company Proprietary Asset, and no such claims have been asserted or threatened against any Person by the Company or, to the knowledge of the Company, any other Person, in the past three (3) years. The Acquired Corporation Company Proprietary Assets constitute all the Proprietary Assets necessary to enable each of the Acquired Corporations Company to conduct its business in the manner in which such business is currently being conducted. None Upon the consummation of the Acquired Corporations has (A) licensed any of Merger, the Acquired Corporation Proprietary Assets to any Person on an exclusive basisSurviving Entity shall have good, valid, and enforceable title, or license (Bif the applicable Company Proprietary Asset is licensed to the Company) to all Company Proprietary Assets, free and clear of all Encumbrances and on, and subject to, the same terms and conditions as in effect immediately prior to the Closing. The Company has not entered into any covenant not to compete or any Contract limiting its ability to exploit fully any material Acquired Corporation Company Proprietary Assets owned or licensed by the Company or to transact business in any market or geographical area or with any Person. (c) The Company has taken all reasonable steps to protect its rights in confidential information and trade secrets of the Company or provided by any other Person to the Company. (d) Neither this Agreement nor the transactions contemplated by this Agreement, including any assignment to Parent by operation of law as a result of the Merger of any Contracts to which the Company is a party, will result in (i) Parent, any of its affiliates or the Surviving Entity granting to any third party any incremental right to or with respect to or non-assertion under any Proprietary Assets owned by, or licensed to, any of them; (ii) Parent, any of its affiliates or the Surviving Entity, being bound by, or subject to, any incremental non-compete or other incremental material restriction on the operation or scope of their respective businesses; (iii) Parent, any of its affiliates or the Surviving Entity being obligated to pay any incremental royalties or other material amounts, or offer any incremental discounts, to any third party; or (iv) the Company being required under a Contract to procure or attempt to procure from Parent or any of its subsidiaries a license grant to or covenant not to assert in favor of any Person. As used in this Section 2.7(d), an "incremental" right, non-compete, restriction, royalty or discount refers to a right, non-compete, restriction, royalty or discount, as applicable, in excess, whether in terms of contractual term, contractual rate or scope, of those that would have been required to be offered or granted, as applicable, had the parties to this Agreement not entered into this Agreement or consummated the transactions contemplated hereby. (e) With respect to the use of software in the business of the Company as such business is currently conducted, to the knowledge of the Company, no such software contains defects in its operation or any device or feature designed to disrupt, disable, or otherwise impair the functioning of any software. Such software has been validated for its use. There have been no material security breaches in the Company's information technology systems, and there have been no disruptions in the Company's information technology systems that materially adversely affected such Company's business or operations. (f) All products of the Company ("Company Product") conform in all material respects with all applicable contractual commitments and all express and implied warranties, the Company's published product specifications and with all regulations, certification standards and other requirements of any applicable governmental entity or third party. Except as set forth in the Company Financial Statements, no claims against the Company are pending or have been asserted for liability for replacement or modification of any Company Product or other damages in connection therewith other than in the ordinary course of business. There are no known material defects in the design or technology embodied in any Company Product which impair or are likely to impair the intended use of such Company Product. There is no presently pending, or, to the knowledge of the Company, threatened, and, to the knowledge of the Company, there is no basis for, any civil, criminal or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings or demand letters relating to any alleged hazard or alleged defect in design, manufacture, materials or workmanship, including any failure to warn or alleged breach of express or implied warranty or representation, relating to any Company Product. The Company has not extended to any of its customers any written product warranties, indemnifications or guarantees that deviate in any material respect from the standard product warranties, indemnification arrangements or guarantees of the Company.

Proprietary Assets. (a) Part Schedule 2.6(a) of the Company Disclosure Schedule sets forth all U.S. and foreign patents, patent applications, trademarks, trademark applications, copyright registrations and copyright applications owned by any of the Acquired Corporations. Each Acquired Corporation has good, valid and marketable title to, or has a valid right to use, license or otherwise exploit, all of the Acquired Corporation Proprietary Assets necessary for the conduct of such Acquired Corporation's ’s business as presently conducted, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable; and (ii) non-material liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations. None of the Acquired Corporations have developed jointly with any other Person any Acquired Corporation Proprietary Asset that is material to the business of any of the Acquired Corporations with respect to which such other Person has any rights. There is no Acquired Corporation Company Material Contract (with the exception of end user license agreements and software and maintenance agreements in the form forms similar in all material respects to the forms previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Proprietary AssetAsset owned or exclusively licensed by any of the Acquired Corporations. (i) All material patentsTo the Company’s knowledge, trademarks, service marks and copyrights all Acquired Corporation Proprietary Assets owned by any of the Acquired Corporations are valid, enforceable valid and subsistingenforceable; (ii) all Acquired Corporation Proprietary Assets owned by any of the Acquired Corporations are subsisting and in effect; (iii) to the Company’s knowledge, none of the Acquired Corporation Proprietary Assets owned by any of the Acquired Corporations and no Proprietary Asset that is currently being developed by any of the Acquired Corporations (either by itself or with any other Person) infringes, infringes or misappropriates or conflicts with any Proprietary Asset owned or used by any other Person; (iiiiv) (iv) to the knowledge of the Company, none of the products or services that are or have been designed, created, developed, assembled, performed, manufactured or sold by any of the Acquired Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and and, to the knowledge of the Company, none of such products or services has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and of any Proprietary Asset owned or used by any other Person; (v) none of the Acquired Corporations has received any written notice or, to its knowledge, or other communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; and , (ivvi) to the Company's ’s knowledge, the operation of the business of each Acquired Corporation as it currently is conducted does not infringe or misappropriate or make any unlawful or unauthorized use of any Proprietary Asset of any other Person; and (vii) to the Company’s knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Proprietary Asset. The Acquired Corporation Proprietary Assets constitute all the Proprietary Assets necessary to enable each of Asset owned by the Acquired Corporations to conduct its business in the manner in which such business is being conductedCorporations. None of the Acquired Corporations has (A) except with respect to the Company Material Contracts and end user license agreements and software and maintenance agreements in the forms which are the same in all material respects to the forms previously delivered by the Company to Parent, licensed any of the Acquired Corporation Proprietary Assets to any Person on an exclusive basisPerson, or (B) entered into any covenant not to compete or any Contract limiting its ability to exploit fully any material Acquired Corporation Proprietary Assets owned or exclusively licensed by such Acquired Corporation. (c) Each Acquired Corporation has taken all reasonable steps that are required to transact business protect such Acquired Corporation’s rights in confidential information and trade secrets of the Acquired Corporation or provided by any market other person to the Acquired Corporation. Without limiting the foregoing, each Acquired Corporation has, and enforces, a policy requiring each employee, consultant and contractor to execute a proprietary information and confidentiality agreement, substantially in the forms attached to the Company Disclosure Schedule as Schedule 2.6(c), and all current and former employees, consultants and contractors of such Acquired Corporation have executed such an agreement. (d) The Acquired Corporation Proprietary Assets owned by the Acquired Corporations do not contain any shareware, open source code or geographical area or with freeware. The Company has used commercially reasonable efforts to prohibit the public disclosure of any Personof its source code.

Proprietary Assets. (a) Part 2.6(a2.9(a)(i) of the Company Disclosure Schedule sets forth all U.S. and foreign patentsforth, patent applications, trademarks, trademark applications, copyright registrations and copyright applications with respect to each Proprietary Asset owned by any of the Acquired Corporations and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application. Part 2.9(a)(ii) of the Company Disclosure Schedule identifies and provides a brief description of each Proprietary Asset owned by any of the Acquired Corporations that is material to the business of the Acquired Corporations. Each Acquired Corporation has goodPart 2.9(a)(iii) of the Company Disclosure Schedule identifies and provides a brief description of, valid and marketable title identifies any ongoing royalty or payment obligations in excess of $10,000 with respect to, or has a valid right to use, license each Proprietary Asset that is licensed or otherwise exploitmade available to any of the Acquired Corporations by any Person, and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Acquired Corporation. The Acquired Corporations have good and valid title to all of the Acquired Corporation Proprietary Assets necessary for identified or required to be identified in Parts 2.9(a)(i) and 2.9(a)(ii) of the conduct of such Acquired Corporation's business as presently conductedCompany Disclosure Schedule, free and clear of all Encumbrances, except for (i) any lien for current taxes Taxes not yet due and payable; , and (ii) non-material minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets Acquired Corporation Proprietary Asset subject thereto or materially impair the operations of any of the Acquired Corporations. None The Acquired Corporations have a valid right to use, license and otherwise exploit all Proprietary Assets identified in Part 2.9(a)(iii) of the Company Disclosure Schedule in the manner in which the Acquired Corporations have used, licensed or otherwise exploited such Proprietary Assets prior to the date of this Agreement. The Company has the sole and exclusive right to use of the name "Ashford" and the internet domain names "Ash▇▇▇▇.▇▇▇" ▇nd those set forth on Part 2.9(a)(iv) of the Company Disclosure Schedule. Except as set forth in Part 2.9(a)(v) of the Company Disclosure Schedule, none of the Acquired Corporations have has developed jointly with any other Person any Acquired Corporation Proprietary Asset that is material to the business of any of the Acquired Corporations with respect to which such other Person has any rights. There Except as set forth in Part 2.9(a)(vi) of the Company Disclosure Schedule, there is no Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Proprietary Asset. (b) The Acquired Corporations have taken reasonable measures and precautions to protect and maintain the confidentiality, secrecy and value of all material Acquired Corporation Proprietary Assets (except Acquired Corporation Proprietary Assets whose value would be unimpaired by disclosure). Without limiting the generality of the foregoing, except as set forth in Part 2.9(b) of the Company Disclosure Schedule, (i) All each current or former employee of any of the Acquired Corporations who is or was involved in, or who has contributed to, the creation or development of any material Acquired Corporation Proprietary Asset has executed and delivered to such Acquired Corporation an agreement (containing no exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of Confidential Information and Invention Assignment Agreement previously delivered by the Company to Parent, and (ii) each current and former consultant and independent contractor to any Acquired Corporation who is or was involved in, or who has contributed to, the creation or development of any material Acquired Corporation Proprietary Asset has executed and delivered to the Company an agreement (containing no exceptions to or exclusions from the scope of its coverage) that is substantially identical to the form of Consultant Confidential Information and Invention Assignment Agreement previously delivered to Parent. To the knowledge of the Company, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Acquired Corporation Proprietary Asset. (c) To the knowledge of the Company: (i) all patents, trademarks, service marks and copyrights owned by or exclusively licensed to any of the Acquired Corporations are valid, enforceable and subsisting; (ii) none of the Acquired Corporation Proprietary Assets and no Proprietary Asset that is currently being developed by any of the Acquired Corporations (either by itself or with any other Person) infringes, misappropriates or conflicts with any Proprietary Asset owned or used by any other Person; (iii) none of the products that are or have been designed, created, developed, assembled, manufactured or sold by any of the Acquired Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and none of such products has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and none of the Acquired Corporations has received any written notice or, to its knowledge, other communication of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; and (iv) to the Company's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Proprietary Asset. The Acquired Corporation Proprietary Assets constitute all the Proprietary Assets necessary to enable each of the Acquired Corporations to conduct its business in the manner in which such business is being conducted. None of the Acquired Corporations has (A) licensed any of the Acquired Corporation Proprietary Assets to any Person on an exclusive basis, or (B) entered into any covenant not to compete or Contract limiting its ability to exploit fully any material Acquired Corporation Proprietary Assets or to transact business in any market or geographical area or with any Person.the

Proprietary Assets. (a) Part 2.6(aSchedule 2.7(a) of the Company Disclosure Schedule Letter sets forth as of the date of this Agreement (i) all U.S. and foreign patents, patent applications, registered trademarks, material unregistered trademarks, trademark applications, copyright registrations and copyright applications applications, Internet domain names, computer software (other than third party software generally available for sale to the public) and fictitious name and assumed name registrations owned by any of the Acquired Corporations, (ii) all patent applications and other Proprietary Assets that are currently in the name of inventors or other Persons and for which an Acquired Corporation has the right to receive an assignment and (iii) all material third party licenses for Proprietary Assets to which an Acquired Corporation is the licensee party and which are not set forth on Schedule 2.8(a)(iii) of the Company Disclosure Letter. Each Acquired Corporation has good, valid and marketable title to, or has a valid right to use, license or otherwise exploit, all of the material Acquired Corporation Proprietary Assets necessary for the conduct of such Acquired Corporation's business as presently conducted, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable; and (ii) non-material liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of any of the Acquired Corporations. None of the Acquired Corporations have has developed jointly with any other Person any material Acquired Corporation Proprietary Asset that is material to the business of any of the Acquired Corporations with respect to which such other Person has any rights. There Other than the Material Acquired Corporations IP Contracts and Contracts entered into in the ordinary course of business consistent with prior practice that are not, with respect to any individual Contract, material to the Acquired Corporations, there is no Acquired Corporation Contract (with the exception of end user license agreements in the form previously delivered by the Company to Parent) pursuant to which any Person has any right (whether or not currently exercisable) to use, license or otherwise exploit any material Acquired Corporation Proprietary AssetAsset owned or exclusively licensed by any of the Acquired Corporations. (i) All material patents, trademarks, service marks and copyrights Acquired Corporation Proprietary Assets owned by any of the Acquired Corporations are validare, enforceable subsisting and subsistingin effect and to the Company's knowledge, valid and enforceable; (ii) none of the Acquired Corporation Proprietary Assets and no Proprietary Asset that is currently being developed or reduced to practice or which is the subject of a current invention disclosure by any of the Acquired Corporations (either by itself or with any other Person) infringes, misappropriates or misappropriates, conflicts with or otherwise violates any Proprietary Asset owned or used by any other Person; (iii) none of the products or services that are is or have has been designed, created, developed, assembled, manufactured performed, manufactured, sold, marketed or sold licensed by any of the Acquired Corporations is infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and and, none of such products or services has at any time infringed, misappropriated or made any unlawful or unauthorized use of, and none of the Acquired Corporations has received in the past three (3) years any written notice orwritten, or to its the Company's knowledge, other communication oral notice of any actual, alleged, possible or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; (iv) the operation of the business of each Acquired Corporation as it currently is conducted does not and will not when conducted by the Surviving Entity in substantially the same manner following the Closing, infringe or misappropriate or make any unlawful or unauthorized use of any Proprietary Asset of any other Person; and (ivv) to the Company's knowledge, no other Person is infringing, misappropriating or making any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any material Acquired Corporation Proprietary Asset, and no such claims have been asserted or threatened against any Person by the Company or, to the knowledge of the Company, any other Person, in the past three (3) years. The Acquired Corporation Proprietary Assets constitute all the Proprietary Assets necessary to enable each of the Acquired Corporations to conduct its business in the manner in which such business is currently being conducted. Upon the consummation of the Merger, the Surviving Entity shall have good, valid, and enforceable title, or license (if the applicable Acquired Corporations Proprietary Asset is licensed to an Acquired Corporation) to all Acquired Corporation Proprietary Assets, free and clear of all Encumbrances and on, and subject to, the same terms and conditions as in effect immediately prior to the Closing. None of the Acquired Corporations has (A) licensed any of the Acquired Corporation Proprietary Assets to any Person on an exclusive basis, or (B) entered into any covenant not to compete or any Contract limiting its ability to exploit fully any material Acquired Corporation Proprietary Assets owned or licensed by such Acquired Corporation or to transact business in any market or geographical area or with any Person. (c) Each Acquired Corporation has taken all reasonable steps that are required to protect such Acquired Corporation's rights in confidential information and trade secrets of the Acquired Corporation or provided by any other Person to the Acquired Corporation. Set forth on Schedule 2.7(c) of the Company Disclosure Letter is a list of each employee, consultant and contractor of the Acquired Corporations that has executed a proprietary information and confidentiality agreement substantially in the form previously made available to Parent and described on Schedule 2.7(c) of the Company Disclosure Letter. (d) Neither this Agreement nor the transactions contemplated by this Agreement, including any assignment to Parent by operation of law as a result of the Merger of any Contracts to which the Acquired Corporations is a party, will result in: (i) Parent, any of its affiliates or the Surviving Entity granting to any third party any incremental right to or with respect to or non-assertion under any Proprietary Assets owned by, or licensed to, any of them, (ii) Parent, any of its affiliates or the Surviving Entity, being bound by, or subject to, any incremental non-compete or other incremental material restriction on the operation or scope of their respective businesses, (iii) Parent, any of its affiliates or the Surviving Entity being obligated to pay any incremental royalties or other material amounts, or offer any incremental discounts, to any third party or (iv) the Acquired Corporations being required under a Contract to procure or attempt to procure from Parent or any of its subsidiaries a license grant to or covenant not to assert in favor of any Person. As used in this Section 2.7(d), an "incremental" right, non-compete, restriction, royalty or discount refers to a right, non-compete, restriction, royalty or discount, as applicable, in excess, whether in terms of contractual term, contractual rate or scope, of those that would have been required to be offered or granted, as applicable, had the parties to this Agreement not entered into this Agreement or consummated the transactions contemplated hereby. (e) With respect to the use of software in the business of each of the Acquired Corporations as such business is currently conducted, to the knowledge of the Company, no such software contains defects in its operation or any device or feature designed to disrupt, disable, or otherwise impair the functioning of any software. Such software has been validated for its use. There have been no material security breaches in any of the Acquired Corporations' information technology systems, and there have been no disruptions in any of the Acquired Corporations' information technology systems that materially adversely affected such Acquired Corporations' business or operations. Each Acquired Corporation has evaluated their disaster recovery and backup needs and have implemented plans and systems that reasonably address their assessment of risk. (f) All products of the Acquired Corporations ("Company Product") conform in all material respects with all applicable contractual commitments and all express and implied warranties, the Acquired Corporations' published product specifications and with all regulations, certification standards and other requirements of any applicable governmental entity or third party. The channel activities of the Acquired Corporations related to sales or distribution of Company Products conform in all material respects with all applicable contractual commitments. The Acquired Corporations have no liability (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due or otherwise) for replacement or modification of any Company Product or other damages in connection therewith other than in the ordinary course of business. There are no known material defects in the design or technology embodied in any Company Product which impair or are likely to impair the intended use of such Company Product. There is no presently pending, or, to the knowledge of the Company, threatened, and, to the knowledge of the Company, there is no basis for, any civil, criminal or administrative actions, suits, demands, claims, hearings, notices of violation, investigations, proceedings or demand letters relating to any alleged hazard or alleged defect in design, manufacture, materials or workmanship, including any failure to warn or alleged breach of express or implied warranty or representation, relating to any Company Product. None of the Acquired Corporations have extended to any of its customers any written product warranties, indemnifications or guarantees that deviate in any material respect from the standard product warranties, indemnification arrangements or guarantees of the Acquired Corporations.