Common use of Proprietary Assets Clause in Contracts

Proprietary Assets. (a) Schedule 2.9(a)(i) sets forth, with respect to each Proprietary Asset that is owned by the Company and registered with a 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, if any. Schedule 2.9(a)(ii) identifies all other Proprietary Assets owned by the Company that are material to its business. There are no ongoing royalty or other payment obligations in excess of Ten Thousand Dollars ($10,000.00) with respect to each Proprietary Asset that is licensed or otherwise made available to either the Company by any Person and is material to the Company’s business (except for any Proprietary Asset that is licensed to the Company under any third party software license generally available to the public). The Company has good and valid title to all of its Company Proprietary Assets identified in Schedules 2.9(a)(i) and 2.9(a)(ii), free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, or (ii) 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 the Company. The Company has a valid right to use, license and otherwise exploit all of its respective Proprietary Assets identified in Schedules 2.9(a)(i) and 2.9(a)(ii). There is no Contract pursuant to which any Person other than the Company has any right (whether or not currently exercisable) to use, license or otherwise exploit any Company Proprietary Asset. (b) The Company has taken reasonable measures and precautions to protect and maintain the confidentiality of its material Company Proprietary Assets. To the Company’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Company Proprietary Asset. (i) All patents, trademarks, service marks and copyrights held by the Company are valid, enforceable and subsisting; (ii) to the Company’s Knowledge, none of the Company Proprietary Assets and no Proprietary Asset that is currently being developed by the Company (either by itself or with any other Person) infringes, misappropriates or conflicts in any respect with any Proprietary Asset owned or used by any other Person; (iii) 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 Company Proprietary Asset; and (iv) in each case to the Company’s Knowledge, the Company has not taken any action that has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and the Company has not received any notice 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.. (d) The Company Proprietary Assets constitute all the Proprietary Assets necessary to enable the Company \to conduct its business in the manner in which such business is being conducted. Neither the Company nor any Subsidiary has (i) licensed any of the Company Proprietary Assets to any Person on an exclusive basis, or (ii) entered into any covenant not to compete or Contract limiting its ability to exploit fully any Company Proprietary Assets or to transact business in any market or geographical area or with any Person.

Proprietary Assets. (a) Schedule 2.9(a)(i) sets forth, with respect to each Proprietary Asset that is owned by the Company and registered with a 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, if any. Schedule 2.9(a)(ii) identifies all other Proprietary Assets owned by the Company that are material to its business. There are no ongoing royalty or other payment obligations in excess of Ten Thousand Dollars ($10,000.00) with respect to each Proprietary Asset that is licensed or otherwise made available to either the Company by any Person and is material to the Company’s business (except for any Proprietary Asset that is licensed to the Company under any third party software license generally available to the public). The Company has good and valid title to all of its Company Proprietary Assets identified in Schedules 2.9(a)(i) and 2.9(a)(ii), free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, or (ii) 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 the Company. The Company has a valid right to use, license and otherwise exploit all of its respective Proprietary Assets identified in Schedules 2.9(a)(i) and 2.9(a)(ii). There is no Contract pursuant to which any Person other than the Company has any right (whether or not currently exercisable) to use, license or otherwise exploit any Company Proprietary Asset. (b) The Company has taken reasonable measures and precautions to protect and maintain the confidentiality of its material Company Proprietary Assets. To the Company’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Company Proprietary Asset. (i) All patents, trademarks, service marks and copyrights held by the Company are valid, enforceable and subsisting; (ii) to the Company’s Knowledge, none of the Company Proprietary Assets and no Proprietary Asset that is currently being developed by the Company (either by itself or with any other Person) infringes, misappropriates or conflicts in any respect with any Proprietary Asset owned or used by any other Person; (iii) 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 Company Proprietary Asset; and (iv) in each case to the Company’s Knowledge, the Company has not taken any action that has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and the Company has not received any notice 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... (d) The Company Proprietary Assets constitute all the Proprietary Assets necessary to enable the Company \to to conduct its business in the manner in which such business is being conducted. Neither the Company nor any Subsidiary has (i) licensed any of the Company Proprietary Assets to any Person on an exclusive basis, or (ii) entered into any covenant not to compete or Contract limiting its ability to exploit fully any Company Proprietary Assets or to transact business in any market or geographical area or with any Person.

Proprietary Assets. (a) Schedule 2.9(a)(i) sets forth, with respect to each Proprietary Asset that is owned by the Company and registered with a 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, if any. Schedule 2.9(a)(ii) identifies all other Proprietary Assets owned by the Company that are material to its business. There are no Schedule 2.9(a)(iii) identifies any ongoing royalty or other payment obligations in excess of Ten Thousand Dollars ($10,000.00) per year with respect to each Proprietary Asset that is licensed or otherwise made available to either the Company by any Person and is material to the Company’s business of the Company (except for any Proprietary Asset that is licensed to the Company 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 Company. The Company has good and valid title to all of its Company Proprietary Assets identified in Schedules 2.9(a)(i) and 2.9(a)(ii), free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, or (ii) 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 the Company, or (iii) as set forth on Schedule 2.9(a)(iv). The Company has a valid right to use, license and otherwise exploit all of its respective Proprietary Assets identified in Schedules 2.9(a)(i) and 2.9(a)(ii). There Except as set forth in Schedule 2.9(a)(v), there is no Contract pursuant to which any Person other than the Company has any right (whether or not currently exercisable) to use, license or otherwise exploit any Company Proprietary Asset. (b) The Company has taken reasonable measures and precautions to protect and maintain the confidentiality of its material Company Proprietary Assets. To the Company’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Company Proprietary Asset. (i) All patents, trademarks, service marks and copyrights held by the Company are valid, enforceable and subsisting; (ii) to the Company’s Knowledge, none of the Company Proprietary Assets and no Proprietary Asset that is currently being developed by the Company (either by itself or with any other Person) infringes, misappropriates or conflicts in any respect with any Proprietary Asset owned or used by any other Person; (iii) 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 Company Proprietary Asset; Asset and (iv) in each case to the Company’s Knowledge, the Company has not taken any action that has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and the Company has not received any notice 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... (d) The Company Proprietary Assets constitute all the Proprietary Assets necessary to enable the Company \to to conduct its business in the manner in which such business is being conducted. Neither the The Company nor any Subsidiary has not (i) licensed any of the Company Proprietary Assets to any Person on an exclusive basis, or (ii) entered into any covenant not to compete or Contract limiting its ability to exploit fully any Company Proprietary Assets or to transact business in any market or geographical area or with any Person.

Proprietary Assets. (a) Part 3.9(a)(i) of the Company Disclosure Schedule 2.9(a)(i) sets forth, with respect to each Proprietary Asset that is owned by any of the Company Acquired Corporations and registered with a any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Asset, Body and (ii) the names of the jurisdictions covered by the applicable registration or application, if any. Part 3.9(a)(ii) of the Company Disclosure Schedule 2.9(a)(ii) identifies all other each Proprietary Assets Asset owned by any of the Acquired Corporations that is material to the business of the Acquired Corporations. Part 3.9(a)(iii) of the Company that are material to its business. There are no Disclosure Schedule identifies, and identifies any ongoing annual royalty or other payment obligations in excess of Ten Thousand Dollars ($10,000.00) 10,000 per fiscal year with respect to to, each Proprietary Asset that is licensed or otherwise made available to either any of the Company Acquired Corporations by any Person and is material to the Company’s business of the Acquired Corporations (except for any Proprietary Asset that is licensed to the Company any Acquired Corporation 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 Company has Acquired Corporations have good and valid title to all of its Company the Acquired Corporation Proprietary Assets identified or required to be identified in Schedules 2.9(a)(iParts 3.9(a)(i) and 2.9(a)(ii)3.9(a)(ii) of the Company Disclosure Schedule, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, or and (ii) 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 Assets subject thereto or materially impair the operations of any of the CompanyAcquired Corporations. The Company has Acquired Corporations have a valid right to use, license and otherwise exploit all of its respective Proprietary Assets identified in Schedules 2.9(a)(iPart 3.9(a)(iii) of the Company Disclosure Schedule. Except as set forth in Part 3.9(a)(iv) of the Company Disclosure Schedule, none of the Acquired Corporations has developed jointly with any other Person any Acquired Corporation Proprietary Asset that is material to the business of the Acquired Corporations and 2.9(a)(ii)with respect to which such other Person has any rights. There Except as set forth in Part 3.9(a)(v) 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 other than the Company has any right (whether or not currently exercisable) to use, license or otherwise exploit any Company Acquired Corporation Proprietary Asset. (b) The Company has Acquired Corporations have taken reasonable measures and precautions to protect and maintain the confidentiality 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 3.9(b) of the Company Disclosure Schedule, (i) each current or former employee of 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 such Acquired Corporation an agreement (containing no exceptions to or exclusions from the scope of its material Company Proprietary Assets. To coverage) that is substantially identical to the form of the Company’s Knowledge's 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 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 the Company's 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 Company Acquired Corporation Proprietary Asset. (c) To the best of the Company's knowledge: (i) All all patents, trademarks, service marks and copyrights held by any of the Company Acquired Corporations are valid, enforceable and subsisting; (ii) to the Company’s Knowledge, none of the Company Acquired Corporation Proprietary Assets and no Proprietary Asset that is currently being developed by any of the Company Acquired Corporations (either by itself or with any other Person) infringes, misappropriates or conflicts in any respect with any Proprietary Asset owned or used by any other Person; (iii) to none of the Company’s Knowledgeproducts, no other Person systems, software, computer programs, source code, models, algorithms, formula, compounds, inventions, designs, technology, proprietary rights or intangible assets that is or 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, and no of any Proprietary Asset owned or used by any other Person infringes or conflicts withPerson, and none of such products has at any Company Proprietary Asset; and (iv) in each case to the Company’s Knowledge, the Company has not taken any action that has time infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and ; (iv) none of the Company Acquired Corporations has not received any notice 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 (v) 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 Company Acquired Corporation Proprietary Assets constitute all the Proprietary Assets necessary to enable the Company \to Acquired Corporations to conduct its their business in the manner in which such business has been and is being conducted. Neither Except as set forth in Part 3.9(d) of the Company nor any Subsidiary Disclosure Schedule, none of the Acquired Corporations has (i) licensed any of the Company material Acquired Corporation Proprietary Assets to any Person on an exclusive basis, or (ii) 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 Company material Acquired Corporation Proprietary Assets or to transact business in any market or geographical area or with any Person. (e) Except as set forth in Part 3.9(e)(i) of the Company Disclosure Schedule, 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. 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 or the release from any escrow of any other Acquired Corporation Proprietary Asset. Part 3.9(e)(ii) of the Company Disclosure Schedule identifies each Contract pursuant to which the Company has deposited or is required to deposit with an escrowholder or any other Person of any Acquired Corporation 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 Acquired Corporation Source Code or the release from any escrow of any other Acquired Corporation Proprietary Asset. (f) To the best of the Company's knowledge, except with respect to demonstration or trial copies, no product, system, program or software module designed, developed, sold, licensed or otherwise made available by any of 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) Schedule Part 2.9(a)(i) of the Company Disclosure Schedule sets forth, with respect to each Acquired Corporation Proprietary Asset that is owned by the Company and registered with a any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Acquired Corporation Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration or application, if any. Schedule Part 2.9(a)(ii) of the Company Disclosure Schedule identifies all and provides a brief description of each Proprietary Asset (other Proprietary Assets than trade secrets, know-how or customer list) owned by any of the Acquired Corporations. Part 2.9(a)(iii) of the Company that are material to its business. There are no Disclosure Schedule identifies and provides a brief description of, and identifies any ongoing royalty or other payment obligations in excess of Ten Thousand Dollars ($10,000.00) 10,000 annually with respect to to, each Proprietary Asset that is licensed or otherwise made available to either any of the Company Acquired Corporations by any Person and is material to the Company’s business of the Acquired Corporations (except for any Proprietary Asset that is licensed to the Company any Acquired Corporation 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 Except as set forth in Part 2.9(a)(iv) of the Company Disclosure Schedule, each of the Acquired Corporations has good and valid title to, and exclusive ownership of or exclusive license to use, all of its Company their respective Proprietary Assets identified or required to be identified in Schedules Parts 2.9(a)(i) and 2.9(a)(ii)) of the Company Disclosure Schedule that are material to the conduct of the business of the Acquired Corporations, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, or (ii) 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 . All of the assets subject thereto or materially impair the operations rights of the Company. The Company Acquired Corporations in all of such Proprietary Assets are freely transferable, and each of the Acquired Corporations has a valid right to use, license and otherwise exploit all of its respective Proprietary Assets identified in Schedules 2.9(a)(iPart 2.9(a)(iii) and 2.9(a)(ii)of the Company Disclosure Schedule. There Except as set forth in Part 2.9(a)(v) of the Company Disclosure Schedule, none of the Acquired Corporations has developed jointly with any other Person any Acquired Corporation Proprietary Asset with respect to which such other Person has any rights. Except as set forth in Part 2.9(a)(vi) of the Company Disclosure Schedule, there is no Acquired Corporation Contract pursuant to which any Person other than the Company has any right (whether or not currently exercisable) to use, license or otherwise exploit any Company Acquired Corporation Proprietary AssetAsset or any Acquired Corporation Proprietary Asset that may be developed in the future. (b) The Except as set forth in Part 2.9(b)(i) of the Company has taken reasonable measures Disclosure Schedule, all such Proprietary Assets have been duly registered with, filed with or issued by the United States Patent and precautions to protect Trademark Office, the United States Register of Copyrights, or the corresponding offices of other jurisdictions as identified in the Company Disclosure Schedule, and maintain have been properly maintained and renewed in accordance with all applicable provisions of law and administrative regulations of the confidentiality United States and each such jurisdiction and, except as stated in Part 2.9(b)(ii) of its material the Company Disclosure Schedule, all of the rights and Proprietary Assets of the Acquired Corporations thereunder are freely assignable without the consent of any Person. (c) Part 2.9(c)(i) of the Company Disclosure Schedule sets forth all licenses or other Contracts under which the Acquired Corporations are granted rights in Proprietary Assets. To Except as set forth in Part 2.9(c)(ii), all such licenses or other Contracts are in full force and effect, there is no material default by any Acquired Corporation or, to the Knowledge of the Company’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Company Proprietary Asset. (i) All patents, trademarks, service marks and copyrights held by the Company are valid, enforceable and subsisting; (ii) to the Company’s Knowledge, none of the Company Proprietary Assets and no Proprietary Asset that is currently being developed by the Company (either by itself or with any other Person) infringes, misappropriates or conflicts in any respect with any Proprietary Asset owned or used by any other party thereto, and, except as set forth in Part 2.9(c)(iii), all of the rights of the Acquired Corporations thereunder are freely assignable without the consent of any Person; (iii) . Except as set forth in Part 2.9(c)(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 Company Proprietary Asset; and (iv) in each case to Knowledge of the Company’s Knowledge, the Company has not taken any action that has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and the Company has not received any notice 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.. (d) The Company Proprietary Assets constitute all the Proprietary Assets necessary to enable the Company \to conduct its business in the manner in which such business is being conducted. Neither the Company nor any Subsidiary has (i) licensed any of the Company Proprietary Assets to any Person on an exclusive basis, or (ii) entered into any covenant not to compete or Contract limiting its ability to exploit fully any Company Proprietary Assets or to transact business in any market or geographical area or with any Person.licensors under said

Proprietary Assets. (a) Schedule Part 2.9(a)(i) of the Disclosure Schedule sets forth, with respect to each Proprietary Asset that is owned by the Company and registered with a 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, if any. Schedule Part 2.9(a)(ii) of the Disclosure Schedule identifies and provides a brief description of all other Proprietary Assets owned by the Company that are material to its businessthe business of the Company. There are no Part 2.9(a)(iii) of the Disclosure Schedule identifies and provides a brief description of, and identifies any ongoing royalty or other payment obligations in excess of Ten Thousand Dollars ($10,000.00) 10,000 with respect to to, each Proprietary Asset that is licensed or otherwise made available to either the Company by any Person and is material to the Company’s business of the Company (except for any Proprietary Asset that is licensed to the Company 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 Company. The Company has good good, valid and valid marketable title to all of its the Company Proprietary Assets identified in Schedules Parts 2.9(a)(i) and 2.9(a)(ii)) of the Disclosure Schedule, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, or and (ii) minor liens Encumbrances 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 the Company. The Company has a valid right to use, license and otherwise exploit all of its respective Proprietary Assets identified in Schedules 2.9(a)(iPart 2.9(a)(iii) of the Disclosure Schedule. Except as set forth in Part 2.9(a)(iv) of the Disclosure Schedule, the Company owns or has licensed all Proprietary Assets that are material to the business of the Company and 2.9(a)(ii)the Company has not developed jointly with any other Person any Proprietary Asset that is material to the business of the Company with respect to which such other Person has any rights. There Except as set forth in Part 2.9(a)(v) of the Disclosure Schedule, there is no 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 other than the Company has any right (whether or not currently exercisable) to use, license or otherwise exploit any Company Proprietary Asset. (b) The Company has taken reasonable measures and precautions to protect and maintain the confidentiality confidentiality, secrecy and value of its all material Company Proprietary AssetsAssets (except Company Proprietary Assets whose value would be unimpaired by disclosure). To Without limiting the Company’s Knowledgegenerality of the foregoing, except as set forth in Part 2.9(b) of the Company Disclosure Schedule, (i) all current and former employees of the Company 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 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) all current and former consultants and independent contractors to the Company 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 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, stockholdershareholder, consultant or independent contractor has any right, claim or interest in or with respect to any Company Proprietary Asset. (c) To the knowledge of the Company: (i) All all patents, trademarks, service marks and copyrights held by the Company are valid, enforceable and subsisting; (ii) to the Company’s Knowledge, none of the Company Proprietary Assets and no Proprietary Asset that is currently being developed by the Company (either by itself or with any other Person) infringes, misappropriates or conflicts in any respect with any Proprietary Asset owned or used by any other Person; (iii) to none of the Company’s Knowledgeproducts that are or have been designed, no other Person created, developed, assembled, manufactured or sold by the Company 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 Company Proprietary Asset; and (iv) in each case to the Company’s Knowledge, the Company has not taken any action that has infringed, misappropriated or made 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 the Company has not received any notice 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) 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 Company Proprietary Asset. (d) The Company Proprietary Assets constitute all the Proprietary Assets necessary to enable the Company \to to conduct its business in the manner in which such business has been and is being conducted. Neither the The Company nor any Subsidiary has not (i) licensed any of the material Company Proprietary Assets to any Person on an exclusive basis, or (ii) entered into any covenant not to compete or Contract limiting its ability to exploit fully any material Company Proprietary Assets or to transact business in any market or geographical area or with any Person. (e) Except as set forth in Part 2.9(e)(i) of the Disclosure Schedule, the Company has not 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 delivery to any Person of any Company Source Code. Part 2.10(a)(ii) of the Company Disclosure Schedule identifies each Contract pursuant to which the Company 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) 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 licensed by the Company for its internal business operations is Year 2000 Compliant. 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 or licensed to any Person by the Company is Year 2000 Compliant. Except as set forth in Part 2.9(f)(iii) of the Company Disclosure Schedule, the Company 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, and has obtained warranties or other written assurances from each of its suppliers to the effect that the products and services provided by such suppliers to the Company is Year 2000 Compliant. As used in this Section 2.9, "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") perform in a consistent and correct manner without interruption regardless of whether the dates on which the Processes are actually performed are before, on, or after January 1, 2000 and regardless of whether the dates input to the applicable computer system are 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, and returns and displays date values, in a consistent and correct manner regardless of whether the dates used are before, on, or after January 1, 2000; (iii) the computer, program or software accepts and responds to 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. (aA) Schedule Part 2.9(a)(i) of the Company Disclosure Schedule sets forth, with respect to each Proprietary Asset that is owned by, licensed to or otherwise used by any of the Company Acquired Corporations in their business as planned or presently conducted and registered with a 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, if any. Schedule Part 2.9(a)(ii) of the Company Disclosure Schedule identifies all other and provides a brief description of each Proprietary Assets Asset (excluding trade secrets) owned by any of the Acquired Corporations that is material to the business of the Acquired Corporations as planned or presently conducted. Part 2.9(a)(iii) of the Company that are material to its business. There are no Disclosure Schedule identifies and provides a brief description of, and identifies any ongoing royalty or other payment obligations in excess of Ten Thousand Dollars ($10,000.00) 10,000 annually with respect to to, each Proprietary Asset that is licensed or otherwise made available to either any of the Company Acquired Corporations by any Person and is material to the Company’s business of the Acquired Corporations (except for any Proprietary Asset that is licensed to the Company any Acquired Corporation under any third party software license generally available available 13. to the public), and identifies the Contract under which such Proprietary Asset is being licensed or otherwise made available to such Acquired Corporation. The Except as set forth in Part 2.9(a)(iv) of the Company has Disclosure Schedule, the Acquired Corporations have good and valid title to, and exclusive ownership of or exclusive license to use, all of its Company their Proprietary Assets identified or required to be identified in Schedules Parts 2.9(a)(i) and 2.9(a)(ii)) of the Company Disclosure Schedule that are material to the conduct of the business of the Acquired Corporations, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, or (ii) 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 . All of the assets subject thereto or materially impair the operations rights of the Company. The Company has Acquired Corporations in all of such Proprietary Assets are freely transferable and the Acquired Corporations have a valid right to use, license and otherwise exploit all of its respective Proprietary Assets identified in Schedules 2.9(a)(iPart 2.9(a)(iii) 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 has developed jointly with any other Person any Acquired Corporation Proprietary Asset that is material to the business of the Acquired Corporations and 2.9(a)(ii)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 pursuant to which any Person other than the Company has any right (whether or not currently exercisable) to use, license or otherwise exploit any Company Acquired Corporation Proprietary Asset. (b) The Company has taken reasonable measures and precautions to protect and maintain the confidentiality of its material Company Proprietary Assets. To the Company’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Company Proprietary Asset. (i) All patents, trademarks, service marks and copyrights held by the Company are valid, enforceable and subsisting; (ii) to the Company’s Knowledge, none of the Company Proprietary Assets and no Proprietary Asset that is currently being developed by the Company (either by itself or with any other Person) infringes, misappropriates or conflicts in any respect with any Proprietary Asset owned or used by any other Person; (iii) 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 Company Proprietary Asset; and (iv) in each case to the Company’s Knowledge, the Company has not taken any action that has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and the Company has not received any notice 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.. (d) The Company Proprietary Assets constitute all the Proprietary Assets necessary to enable the Company \to conduct its business in the manner in which such business is being conducted. Neither the Company nor any Subsidiary has (i) licensed any of the Company Proprietary Assets to any Person on an exclusive basis, or (ii) entered into any covenant not to compete or Contract limiting its ability to exploit fully any Company Proprietary Assets or to transact business in any market or geographical area or with any Person.

Proprietary Assets. (a) Schedule Part 2.9(a)(i) of the Company Disclosure Schedule sets forth, with respect to each Proprietary Asset that is owned by the Company and registered with a 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, if any. Schedule Part 2.9(a)(ii) identifies all other Proprietary Assets owned by of the Company that are material to its business. There are no Disclosure Schedule identifies any ongoing royalty or other payment obligations in excess of Ten Thousand Dollars ($10,000.00) with respect to each Proprietary Asset that is licensed or otherwise made available to either the Company by any Person and is material to the Company’s business of the Company (except for any Proprietary Asset that is licensed to the Company 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 Company. The Company has good and valid title to all of its the Company Proprietary Assets identified in Schedules Part 2.9(a)(i) of the Company Disclosure Schedule and 2.9(a)(ii)otherwise owned by the Company, free and clear of all Encumbrances, except for (i) non-exclusive licenses granted to end-user customers in the ordinary course of business and any lien for current taxes not yet due and payable, or (ii) 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 the Company. The Company has a valid right to use, license and otherwise exploit all of its respective Proprietary Assets identified in Schedules 2.9(a)(iPart 2.9(a)(ii) and 2.9(a)(ii)of the Company Disclosure Schedule. There Except as identified in Part 2.9(a) of the Company Disclosure Schedule, the Company has not developed jointly with any other Person any Proprietary Asset that is material to the business of the Company with respect to which such other Person has any rights. Except as set forth in Part 2.9(a)(iii) of the Company Disclosure Schedule, there is no Company Contract pursuant to which any Person other than the Company has any right (whether or not currently exercisable) to use, license or otherwise exploit any Company Proprietary Asset. (b) The Company has taken reasonable measures and precautions to protect and maintain the confidentiality confidentiality, secrecy and value of its all material Company Proprietary AssetsAssets (except Company Proprietary Assets whose value would be unimpaired by disclosure). To Without limiting the generality of the foregoing, all current and former employees, consultants and independent contractors of the Company who are or were materially involved in, or who have materially contributed to, the creation or development of any material Company Proprietary Asset have executed and delivered to the Company an appropriate employment, consulting or other agreement having the effect of assigning such Person's rights in any Company Proprietary Asset to the Company’s Knowledge, no . No current or former employee, officer, director, stockholder, consultant or independent contractor contractor, or any person claiming by or through any of the foregoing or succeeding to their interests, has any right, claim or interest in or with respect to any Company Proprietary Asset. (c) The Company further represents and warrants that: (i) All all patents, trademarks, service marks and copyrights held by the Company are valid, enforceable and subsisting; (ii) to the Company’s Knowledge, none of the Company Proprietary Assets and no Proprietary Asset that is currently being developed by the Company (either by itself or with any other Person) infringes, misappropriates or conflicts in any respect 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 the Company are infringing, misappropriating or making any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and since the inception of the Company, the Company has not received any written notice or other communication (in writing or otherwise) that it has committed any actual or potential infringement, misappropriation or unlawful or unauthorized use of, any Proprietary Asset owned or used by any other Person; and (iv) to the Knowledge of 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 Company Proprietary Asset; and (iv) in each case to the Company’s Knowledge, the . The Company has not taken received notice from any action Person that has infringedthe Company is infringing, misappropriated misappropriating or made any making unlawful or unauthorized use of any Proprietary Asset owned or used by any other such Person, and the Company has not received any notice 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..'s asset(s). (d) The Company Proprietary Assets constitute all the Proprietary Assets necessary to enable the Company \to to conduct its business in the manner in which such business is being conducted. Neither the The Company nor any Subsidiary has not (i) licensed any of the material Company Proprietary Assets to any Person on an exclusive basisPerson, or (ii) entered into any covenant not to compete or Contract limiting its ability to exploit fully any material Company Proprietary Assets or to transact business in any market or geographical area or with any Person.

Proprietary Assets. (a) Schedule 2.9(a)(i) sets forth, with respect to each Proprietary Asset that is owned by the Company or a Subsidiary and registered with a 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, if any. Schedule 2.9(a)(ii) identifies all other Proprietary Assets owned by the Company or a Subsidiary that are material to its businesstheir respective businesses. There are no Schedule 2.9(a)(iii) identifies any ongoing royalty or other payment obligations in excess of Ten Thousand Dollars ($10,000.00) with respect to each Proprietary Asset that is licensed or otherwise made available to either the Company or a Subsidiary by any Person and is material to the Company’s business respective businesses of the Company and such Subsidiary (except for any Proprietary Asset that is licensed to the Company or a Subsidiary 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 Company or the Subsidiary, as the case may be. The Company and each Subsidiary has good and valid title to all of its respective Company Proprietary Assets identified in Schedules 2.9(a)(i) and 2.9(a)(ii), free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, or (ii) 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 the CompanyCompany or a Subsidiary, as the case may be, or (iii) as set forth on Schedule 2.9(a)(iv). The Company and each Subsidiary has a valid right to use, license and otherwise exploit all of its respective Proprietary Assets identified in Schedules 2.9(a)(i) and 2.9(a)(ii). There Except as set forth in Schedule 2.9(a)(v), there is no Contract pursuant to which any Person other than the Company and the Subsidiaries has any right (whether or not currently exercisable) to use, license or otherwise exploit any Company Proprietary Asset. (b) The Company and each Subsidiary has taken reasonable measures and precautions to protect and maintain the confidentiality of its material Company Proprietary Assets. To the Company’s and each Subsidiary’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Company Proprietary Asset. (i) All patents, trademarks, service marks and copyrights held by the Company or a Subsidiary are valid, enforceable and subsisting; (ii) to the Company’s and each Subsidiary’s Knowledge, none of the Company Proprietary Assets and no Proprietary Asset that is currently being developed by the Company (either by itself or with any other Person) infringes, misappropriates or conflicts in any respect with any Proprietary Asset owned or used by any other Person; (iii) to the Company’s and each Subsidiary’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 Company Proprietary Asset; Asset and (iv) in each case to the Company’s and each Subsidiary’s Knowledge, neither the Company nor any Subsidiary has not taken any action that has infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and neither the Company nor any Subsidiary has not received any notice 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... (d) The Company Proprietary Assets constitute all the Proprietary Assets necessary to enable the Company \to and the Subsidiaries to conduct its business their businesses in the manner in which such business is businesses are being conducted. Neither the Company nor any Subsidiary has (i) licensed any of the Company Proprietary Assets to any Person on an exclusive basis, or (ii) entered into any covenant not to compete or Contract limiting its ability to exploit fully any Company Proprietary Assets or to transact business in any market or geographical area or with any Person.

Proprietary Assets. (aA) Schedule Part 2.9(a)(i) of the Company Disclosure Schedule sets forth, with respect to each Proprietary Asset that is owned by the Company and registered with a any Governmental Body or for which an application has been registered or 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, if any. Schedule Part 2.9(a)(ii) of the Company Disclosure Schedule identifies and provides a brief description of all other Proprietary Assets owned by the Company that are material to its businessthe business of the Company. There are no Part 2.9(a)(iii) of the Company Disclosure Schedule (A) identifies and provides a brief description of, and identifies any ongoing royalty royalties or other payment obligations in excess of Ten Thousand Dollars ($10,000.00) with respect to to, each Proprietary Asset that is licensed or otherwise made available to either the Company by any Person and is material to Person, (B) identifies the Company’s business (except for any Contract under which such Proprietary Asset that is being licensed or otherwise made available to the Company under any third party software license generally available to and (C) provides a brief description of how the public)Company uses such Proprietary Asset. The Company has good good, valid and valid marketable title to all of its the Company Proprietary Assets identified in Schedules Parts 2.9(a)(i) and 2.9(a)(ii)) of the Company Disclosure Schedule, free and clear of all Encumbrances, except for (ithose described in Parts 2.9(a)(i) any lien for current taxes not yet due and payable, or (ii2.9(a)(ii) 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 the CompanyCompany Disclosure Schedule. The Company has a valid right to use, license and otherwise exploit all of its respective Proprietary Assets identified in Schedules 2.9(a)(iPart 2.9(a)(iii) and 2.9(a)(ii)of the Company Disclosure Schedule. There is no Except as set forth in Part 2.9(a)(iv) of the Company Disclosure Schedule, the Company has not developed jointly with any other Person any Company Proprietary Asset with respect to which such other Person has any rights. (B) Part 2.9(b) of the Company Disclosure Schedule identifies each Company Contract pursuant to which any Person other than the Company has licensed or transferred any right (whether or not currently exercisable) to use, license or otherwise exploit any Company Proprietary AssetAsset to any Person. (bC) The Company has taken reasonable measures and precautions to protect and maintain the confidentiality confidentiality, secrecy and value of all Company Proprietary Assets (except Company Proprietary Assets whose value would be unimpaired by disclosure). Without limiting the generality of the foregoing, except as set forth in Part 2.9(c) of the Company Disclosure Schedule, (i) all current and former employees of the Company who are or were involved in, or who have contributed to, the creation or development of any Company Proprietary Asset have executed and delivered to the Company an agreement (containing no exceptions to or exclusions from the scope of its material coverage) that is substantially identical to the form of nondisclosure agreement previously delivered by the Company to Parent, and (ii) all current and former consultants and independent contractors to the Company who are or were involved in, or who have contributed to, the creation or development of any Company Proprietary AssetsAsset have executed and delivered to the Company an agreement (containing no exceptions to or exclusions from the scope of its coverage) that is identical in all material respects to the form of consultant agreement previously delivered to Parent. To the Company’s Knowledge, no No current or former employee, officer, director, stockholdershareholder, consultant or independent contractor has any right, claim or interest interest, including, without limitation, any moral rights, in or with respect to any Company Proprietary Asset. (i) All patents, trademarks, tradenames, service marks marks, maskwork rights, copyrights and copyrights trade secrets held by the Company are valid, enforceable and subsisting; (ii) to the Company’s Knowledge, none of the Company Proprietary Assets and no Proprietary Asset that is currently being developed by the Company (either by itself or with any other Person) infringes, misappropriates or conflicts in any respect with any Proprietary Asset owned or used by any other Person; (iii) to none of the Company’s Knowledgeproducts that are or have been designed, no other Person created, developed, assembled, manufactured or sold by the Company 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 Company Proprietary Asset; and (iv) in each case to the Company’s Knowledge, the Company has not taken any action that has infringed, misappropriated or made 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 Company or any of its Representatives has not received any notice 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 the best of 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 Company Proprietary Asset. (dE) The Company Proprietary Assets constitute all the Proprietary Assets necessary to enable the Company \to to conduct its business in the manner in which such business has been and is being conducted. Neither Except as set forth in Part 2.9(e) of the Company nor any Subsidiary Disclosure Schedule, the Company has not (i) licensed any of the Company Proprietary Assets to any Person on an exclusive basis, or (ii) entered into any covenant not to compete or (iii) entered into any Contract limiting its ability to exploit fully any Company Proprietary Assets or to transact business in any market or geographical area or with any Person. (F) Except as set forth in Part 2.9(f) of the Company Disclosure Schedule, each product, system, program, Proprietary Asset or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by the Company to any Person conformed and complied in all material respects with the terms and requirements of any applicable warranty or other Contract and with all applicable Legal Requirements. All installation services, programming services, repair services, maintenance services, support services, training services, upgrade services and other services that have been performed by the Company were performed properly and in full conformity with the terms and requirements of all applicable warranties and other Contracts and with all applicable Legal Requirements. (G) Except as set forth in Part 2.9(g) of the Company Disclosure Schedule, since the Measurement Date (as defined in Section 2.12), no customer or other Person has asserted or, to the Company's knowledge, threatened to assert, any claim against the Company (i) under or based upon any warranty provided by or on behalf of the Company, or (ii) under or based upon any other warranty relating to any product, system, program, Proprietary Asset or other asset designed, developed, manufactured, assembled, sold, installed, repaired, licensed or otherwise made available by the Company or any services performed by the Company. (H) The technical documentation (the "TECHNICAL DOCUMENTATION") of the software products or programs currently being marketed by the Company and all the software products or programs under development by the Company but not currently marketed (collectively, the "SOFTWARE PROGRAMS") includes the source code (with comments) for all Software Programs, as well as any pertinent comments by or explanation that may be necessary to render such materials understandable and usable to a reasonably skilled programmer trained in the computer language in which the Software Program is written. The Technical Documentation also includes any programs (including compilers), "workbenches," tools and higher level (or "proprietary") languages necessary for the development, maintenance and implementation of the Software Programs.

Proprietary Assets. (a) Schedule Part 2.9(a)(i) of the Disclosure Schedule sets forth, with respect to each Proprietary Asset that is owned by the Company and registered with a 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, if any. Schedule Part 2.9(a)(ii) of the Disclosure Schedule identifies all and provides a brief description of each other material Proprietary Assets Asset owned by the Company necessary to conduct the business of the Company as currently conducted to the extent that are material to its businessthe Company maintains written documentation of such Proprietary Assets. There are no Part 2.9(a)(iii) of the Disclosure Schedule identifies each Contract containing any ongoing royalty or other payment obligations in excess of Ten Thousand Dollars ($10,000.00) 10,000 annually with respect to each Proprietary Asset that is licensed or otherwise made available to either the Company by any Person and is material to the Company’s business (except for any Proprietary Asset that is licensed to the Company under any third party software license generally available to the publicpublic at a cost of less than $5,000). The Except as set forth in Part 2.9(c) of the Disclosure Schedule, the Company has good and valid title to owns all of its the Company Proprietary Assets identified or required to be identified in Schedules Parts 2.9(a)(i) and 2.9(a)(ii)) of the Disclosure Schedule, free and clear of all Encumbrances, except for (i) any lien for current taxes not yet due and payable, or and (ii) 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 Company Proprietary Assets subject thereto or materially impair the operations of the Company. The To the knowledge of the Company, and the Designated Shareholders, the Company has a valid right to use, license and otherwise exploit all of its respective Proprietary Assets identified in Schedules 2.9(a)(iPart 2.9(a)(iii) of the Disclosure Schedule. Except as set forth in Part 2.9(a)(iv) of the Disclosure Schedule, the Company has not developed jointly with any other Person any Company Proprietary Asset that is material to the business of the Company and 2.9(a)(ii)with respect to which such other Person has any rights. There Except as set forth in Part 2.9(a)(v) of the Disclosure Schedule, there is no Company Contract pursuant to which any Person other than the Company has any right (whether or not currently exercisable) to use, license or otherwise exploit any Company Proprietary Asset. (b) The Company has taken reasonable measures and precautions to protect and maintain the confidentiality and value of all Company Proprietary Assets (except Company 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 Disclosure Schedule, the Company has secured agreements with each current or former employee, consultant and independent contractor of the Company who prior to the date hereof was involved in, or who has contributed to, the creation or development of any Company Proprietary Asset identified or required to be on Part 2.9(a)(i) or 2.9(a)(ii) of the Disclosure Schedule (containing no exceptions to or exclusions from the scope of its coverage) securing ownership and assignment of any such contributions to the Company and which, in substance, are the same in all material respects as the form of Confidential Information and Invention Assignment Agreement previously delivered by the Company Proprietary Assetsto Parent. To Other than with respect to ongoing royalty and payment obligations under Material Contracts identified on Part 2.10 of the Company’s KnowledgeDisclosure Schedule (with the exception of those identified under the heading "Confidential Disclosure Agreements"), no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Company Proprietary AssetAsset identified or required to be on Part 2.9(a)(i) or 2.9(a)(ii) of the Disclosure Schedule. (c) Except as set forth in Part 2.9(c) of the Disclosure Schedule, (i) All all patents, trademarks, service marks and copyrights held by the Company are valid, enforceable and subsisting; , (ii) to the Company’s Knowledge, none of the Company Proprietary Assets identified or required to be identified on part 2.9(a)(i) or Part 2.9(a)(ii) of the Disclosure Schedule and no Proprietary Asset that is currently being developed by to the knowledge of the Company (either by itself and the Designated Shareholders none of the Company Proprietary Assets identified or with any other Personrequired to be identified on part 2.9(a)(iii) of the Disclosure Schedule infringes, misappropriates or conflicts in any respect with any Proprietary Asset owned or used by any other Person; (iii) to the Company’s Knowledge, no other Person is infringing, misappropriating or making has at any unlawful or unauthorized use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Company Proprietary Asset; and (iv) in each case to the Company’s Knowledge, the Company has not taken any action that has time infringed, misappropriated or made any unlawful or unauthorized use of any Proprietary Asset owned or used by any other Person, and ; (iii) the Company has not never received any notice 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 the knowledge of the Company and the Designated Shareholders, 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 Company Proprietary Asset. (d) The Except as set forth in Section 2.9(d) Company Proprietary Asset conforms with any enforceable specification, documentation, performance standard, representation or statement made or provided with respect thereto by or on behalf of the Company; and there has not been any claim by any customer or other Person alleging that any Company Proprietary Asset (including each version thereof that has ever been licensed or otherwise made available by the Company to any Person) does not conform with any specification, documentation, performance standard, representation or statement made or provided by or on behalf of the Company, and, to the knowledge of the Company and Designated Shareholders, there is no basis for any such claim. (e) Except as set forth in Part 2.9(c) of the Disclosure Schedule, the Company Proprietary Assets constitute all the Proprietary Assets necessary to enable the Company \to to conduct its their business in the manner in which such business has been and is being conducted. Neither Except under Material Contracts identified on Part 2.10 of the Disclosure Schedule (with the exception of those identified under the heading "Confidential Disclosure Agreements"), the Company nor any Subsidiary has (i) not licensed any of the material Company Proprietary Assets to any Person on an exclusive basis. Except under Material Contracts identified on Part 2.10 of the Disclosure Schedule, or (ii) the Company has not entered into any covenant not to compete or Contract limiting its or purporting to limit the ability of the Company to exploit fully any material Company Proprietary Assets or to transact business in any market or geographical area or with any Person.

Proprietary Assets. (aA) Schedule Part 2.9(a)(i) of the Company Disclosure Schedule sets forth, with respect to each Company Proprietary Asset that is owned by the Company and registered with a 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. Other than unregistered trademarks, if any. Schedule trade names and service marks (collectively, the "UNREGISTERED TRADEMARKS"), Part 2.9(a)(ii) of the Company Disclosure Schedule identifies and provides a brief description of all other Company Proprietary 15 Assets owned by the Company. Part 2.9(a)(ii) of the Company Disclosure Schedule also discloses all Unregistered Trademarks that have been and are material to its currently being used by the Company in the ordinary course of business. There are no ongoing royalty The Company has not received any notice or other payment obligations communication (in excess writing or otherwise) of Ten Thousand Dollars ($10,000.00any actual, alleged, possible or potential infringement or unlawful use of any Unregistered Trademark and the Company is entitled to use and will continue to use such Unregistered Trademarks on and after the Closing. Part 2.9(a)(iii) with respect to of the Company Disclosure Schedule identifies and provides a brief description of each Proprietary Asset that is licensed or otherwise made available to either the Company by any Person and is material to the Company’s business (except for any Proprietary Asset that is licensed to the Company under any third party software license generally available to the publicpublic at a cost of less than $5,000), and identifies the license agreement under which such Proprietary Asset is being licensed to the Company. The Other than the Unregistered Trademarks identified in Part 2.9(a)(ii) of the Company Disclosure Schedule, the Company has good good, valid and valid marketable title to all of its the Company Proprietary Assets identified in Schedules Parts 2.9(a)(i) and 2.9(a)(ii)) of the Company Disclosure Schedule owned by it, free and clear of all liens and other Encumbrances, and has a valid right to use all Proprietary Assets identified in Part 2.9(a)(iii) of the Company Disclosure Schedule not owned by it. Except as set forth in Part 2.9(a)(iv), the Company is not obligated to make any payment to any Person for the use of any Company Proprietary Asset. Except as set forth in Part 2.9(a)(v) of the Company Disclosure Schedule, the Company has not developed jointly with any other Person any Company Proprietary Asset with respect to which such other Person has any rights. (B) Except as to the absence of registrations referenced in Part 2.9(a)(ii) of the Company Disclosure Schedule, the Company has taken all measures and precautions reasonably necessary to protect and maintain the confidentiality and secrecy of all Company Proprietary Assets (except for Company Proprietary Assets whose value would be unimpaired by public disclosure) and otherwise to maintain and protect the value of all Company Proprietary Assets. The Company has taken all measures and precautions necessary to protect and maintain the confidentiality and secrecy of all Company Proprietary Assets that are trade secrets (the "TRADE SECRETS") and otherwise to maintain and protect the value of all Trade Secrets. Except as set forth in Part 2.9(b) of the Company Disclosure Schedule, the Company has not disclosed or delivered to any Person, or permitted the disclosure or delivery to any Person of, (i) the source code, or any lien for current taxes not yet due and payableportion or aspect of the source code, of any Company Proprietary Asset, or (ii) minor liens that have arisen in the ordinary course of business and that do not (individually object code, or in the aggregate) materially detract from the value any portion or aspect of the assets subject thereto or materially impair the operations object code, of the Company. The Company has a valid right to use, license and otherwise exploit all of its respective Proprietary Assets identified in Schedules 2.9(a)(i) and 2.9(a)(ii). There is no Contract pursuant to which any Person other than the Company has any right (whether or not currently exercisable) to use, license or otherwise exploit any Company Proprietary Asset. (bC) The Company has taken reasonable measures and precautions to protect and maintain the confidentiality of its material Company Proprietary Assets. To the Company’s Knowledge, no current or former employee, officer, director, stockholder, consultant or independent contractor has any right, claim or interest in or with respect to any Company Proprietary Asset. (i) All patents, trademarks, service marks and copyrights held by the Company are valid, enforceable and subsisting; (ii) to the Company’s Knowledge, none None of the Company Proprietary Assets and no Proprietary Asset that is currently being developed by the Company (either by itself or with any other Person) infringes, misappropriates infringes or conflicts in any respect with any Proprietary Asset owned or used by any other Person; (iii) to the Company’s Knowledge, no other Person . The Company is not 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 Company Proprietary Asset; and (iv) in each case to the Company’s Knowledge, the Company has not taken at any action that has time infringed, misappropriated or made any unlawful or unauthorized use of, or, except as set forth in Part 2.9(c) of any Proprietary Asset owned or used by any other Person, and the Company has not Disclosure Schedule, received any notice 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... To the best knowledge of the Company, except as set forth in Part 2.9(c) of the Company Disclosure Schedule, no other Person is infringing, misappropriating or making any unlawful use of, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Company Proprietary Asset. (dD) Each Company Proprietary Asset conforms in all material respects with any enforceable specification, documentation, performance standard, representation or statement made or provided with respect thereto by or on behalf of the Company; and there has not been any claim by any customer or other Person alleging that any Company Proprietary Asset (including each version thereof that has ever been licensed or otherwise made available by the Company to any Person) does not conform in all material respects with any specification, documentation, performance standard, representation or statement made or provided by or on behalf of the Company, and, to the best of the knowledge of the Company, there is no basis for any such claim. (E) The Company Proprietary Assets constitute all the Proprietary Assets necessary to enable the Company \to to conduct its business in the manner in which such business is being conducted. Neither Except as set forth in Part 2.9(e)(i) of the Company nor any Subsidiary Disclosure Schedule, the Company has (i) not licensed any of the Company Proprietary Assets to any Person on an exclusive basis, or (ii) and except as set forth in Part 2.9(e)(ii), the company has not entered into any covenant not to compete or Contract limiting its ability to exploit fully any Company of its Proprietary Assets or to transact business in any market or geographical area or with any Person. (F) Except as set forth in Part 2.9(f) of the Company Disclosure Schedule, all current and former employees of the Company have executed and delivered to the Company an agreement (containing no exceptions to or exclusions from the scope of its coverage) that is substantially the same in all material respects as to the form of the Employee Confidentiality and Proprietary Rights Agreement previously delivered to Parent, and all current and former consultants and independent contractors to the Company have executed and delivered to the Company an agreement (containing no exceptions to or exclusions from the scope of its coverage) that is substantially the same in all material respects as to the form of the Company Independent Consultant Agreement previously delivered to Parent. (G) The Company Proprietary Assets and all computer software programs, including operating systems, application programs, software tools, firmware and software imbedded in equipment of the Company, including both object code and source code versions thereof, are Year 2000 Compliant (as defined below) in all material respects and will not cease to be Year 2000 Compliant in all material respects at any time prior to, during or after the calendar year 2000 AD; provided, however, that no representation or warranty is made pursuant to this section with respect to any failure of the Company Proprietary Assets or such software programs to perform in accordance with the foregoing arising out of any error, failure, malfunction or incorrect result due to third party equipment, operating system software, third party tools, application or database software, or other third party products or materials (in each case, whether or not sold or licensed by Company). Part 2.9(g) of the Company Disclosure Schedule describes the steps that the Company has taken, and plans to take, in the review of its computer equipment and software applications used in its internal business operations (but not the operations of any other Person), with respect to the inability of its computerized systems to recognize and properly perform date-sensitive functions (the "YEAR 2000 PROBLEM"). The Company has and is continuing to address the impact of the Year 2000 Problem on the Company Proprietary Assets and its internal business computer systems and software applications.