Common use of Proprietary Assets Clause in Contracts

Proprietary Assets. (a) Part 2.9(a)(i) of the Company Disclosure Schedule sets forth, with respect to each Company Proprietary Asset owned by the Company registered by anyone with any Governmental Body or for which an application has been filed by anyone 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 Company Proprietary Assets owned by the Company. Part 2.9(a)(iii) of the Company Disclosure Schedule identifies and provides a brief description of each Proprietary Asset licensed to the Company by any Person and material to business of the Company as presently conducted (except for any Proprietary Asset that is licensed to the Company under any third party software license generally available to the public at a cost of less than $10,000), and identifies the license agreement under which such Proprietary Asset is being licensed to the Company. The Company has good, valid and marketable title to all of the Company Proprietary Assets identified in Parts 2.9(a)(i) and 2.9(a)(ii) of the Company Disclosure Schedule, free and clear of all liens and other Encumbrances except for Permitted Encumbrances, and has a valid right to use all Proprietary Assets identified in Part 2.9(a)(iii) of the Company Disclosure Schedule. The Company is not obligated to make any ongoing royalty or similar payment in excess of $6,000 per year to any Person for the use of any Company Proprietary Asset. The Company has not developed jointly with any other Person any Company Proprietary Asset with respect to which such other Person has any rights. Portions of the Company Proprietary Assets are derived from the public domain or are freeware, and no ownership is asserted by the Company or the Key Shareholders with respect to such portions. (b) The Company has taken reasonable measures and precautions necessary to protect and maintain the confidentiality and secrecy of all Company Proprietary Assets (except Company Proprietary Assets whose value, in the aggregate, would not be impaired in any material respect by public disclosure) and otherwise to maintain and protect the value of all Company Proprietary Assets. The Company has not (other than pursuant to license agreements on the Company's standard form or otherwise identified in Part 2.10(a)(ii) of the Company Disclosure Schedule) disclosed or delivered to any Person, or permitted the disclosure or delivery to any Person of, (i) the source code, or any portion or aspect of the source code, of any Company Proprietary Asset, or (ii) the object code, or any portion or aspect of the object code, of any Company Proprietary Asset. (c) To the knowledge of the Company and the Key Shareholders, none of the Company Proprietary Assets infringes or conflicts with any Proprietary Asset owned or used by any other Person. To the knowledge of the Company and the Key Shareholders, the Company is not infringing, misappropriating or making any unlawful use of, and the Company has not at any time infringed, misappropriated or made any unlawful use of, or received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential

Proprietary Assets. (a) Part 2.9(a)(i) of the Company Disclosure Schedule sets forth, with respect to each Company Proprietary Asset owned by the Company and registered by anyone with any Governmental Body or for which an application has been filed by anyone 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 Company Proprietary Assets Assets, excluding know-how and trade secrets, owned by the Company. Part 2.9(a)(iii) of the Company Disclosure Schedule identifies and provides a brief description of each Proprietary Asset licensed to the Company by any Person and material to business of the Company as presently conducted (except for any Proprietary Asset that is licensed to the Company under any third party software license generally available to the public at a cost of less than $10,00025,000), and identifies the license agreement under which such Proprietary Asset is being licensed to the Company. The To the best of the knowledge of the Company, the Company has good, valid and marketable title to all of the Company Proprietary Assets identified in Parts 2.9(a)(i) and 2.9(a)(ii) of the Company Disclosure Schedule, free and clear of all liens and other Encumbrances except for Permitted Encumbrances, and has a valid right to use all Proprietary Assets identified in Part 2.9(a)(iii) of the Company Disclosure Schedule. The Company is not obligated to make any ongoing royalty or similar payment in excess of $6,000 per year to any Person for the use of any Company Proprietary Asset. The Company has not developed jointly with any other Person any Company Proprietary Asset with respect to which such other Person has any rights. Portions of the Company Proprietary Assets are derived from the public domain or are freeware, and no ownership is asserted by the Company or the Key Shareholders with respect to such portions. (b) The Company has taken reasonable measures and precautions necessary to protect and maintain the confidentiality and secrecy of all Company Proprietary Assets (except Company Proprietary Assets whose value, in the aggregate, value would not be materially impaired in any material respect by public disclosure) and otherwise to maintain and protect the value of all Company Proprietary Assets. The Company has not (other than pursuant to license agreements on the Company's standard form or otherwise identified in Part 2.10(a)(ii) 2.10 of the Company Disclosure ScheduleSchedule or otherwise under a customary license, escrow, maintenance, support, non-disclosure or similar agreement in the ordinary course of business) disclosed or delivered to any Person, or permitted the disclosure or delivery to any Person of, (i) the source code, or any portion or aspect of the source code, of any Company Proprietary Asset, or (ii) the object code, or any portion or aspect of the object code, of any Company Proprietary Asset. (c) To the best of the knowledge of the Company and the Key ShareholdersCompany, none of the Company Proprietary Assets infringes or conflicts with any Proprietary Asset owned or used by any other Person. To the best of the knowledge of the Company and the Key ShareholdersCompany, the Company is not infringing, misappropriating or making any unlawful use of, and the Company has not at any time infringed, misappropriated or made any unlawful use of, or received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potentialpotential infringement, misappropriation or unlawful use of, any Proprietary Asset owned or used by any other Person. To the best of the knowledge of the Company, 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. (d) To the best of the knowledge of the Company, 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 has been and is being conducted. (i) The Company has not licensed any of the Company Proprietary Assets to any Person on an exclusive basis, and (ii) the Company has not

Proprietary Assets. (a) Part 2.9(a)(i2.9(a)(1) of the Company Disclosure Schedule sets forth, with respect to each Company Proprietary Asset owned by the Company registered by anyone that has been registered, recorded or filed with any Governmental Body or for with respect to which an application has been filed by anyone with any Governmental Body, (i) a brief description of such Company Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration registration, recordation, filing or application. Part 2.9(a)(ii2.9(a)(2) of the Company Disclosure Schedule identifies and provides a brief description of all other Company Proprietary Assets owned by the CompanyPRN. Part 2.9(a)(iii2.9(a)(3) of the Company Disclosure Schedule identifies and provides a brief description of each Company Proprietary Asset that is owned by any other Person and that is licensed to the Company or used by any Person and material to business of the Company as presently conducted PRN (except for any Company Proprietary Asset that is licensed to the Company PRN under any third party software license generally available to the public at a cost of less than $10,000500), and identifies the license agreement or other agreement under which such Company Proprietary Asset is being licensed to or used by PRN. Except as set forth in Part 2.9(a)(4) of the Company. The Company Disclosure Schedule, PRN has good, valid and marketable title to all of the Company Proprietary Assets identified in Parts 2.9(a)(i2.9(a)(1) and 2.9(a)(ii2.9(a)(2) of the Company Disclosure Schedule, free and clear of all liens and other Encumbrances except for Permitted Encumbrances, and has a valid right to use all Proprietary Assets identified in Part 2.9(a)(iii2.9(a)(3) of the Company Disclosure Schedule. The Company Except as set forth in Part 2.9(a)(5) of the Disclosure Schedule, PRN is not obligated to make any ongoing royalty or similar payment in excess of $6,000 per year to any Person for the use of any Company Proprietary Asset. The Company has not developed jointly with any other Person any Company Proprietary Asset with respect Except as set forth in Part 2.9(a)(6) of the Disclosure Schedule, PRN is free to which such other Person has any rights. Portions use, modify, copy, distribute, sell, license or otherwise exploit each of the Company Proprietary Assets are derived from the public domain or are freeware, and no ownership is asserted by the Company or the Key Shareholders with respect to such portionson an exclusive basis. (b) The Company PRN has taken reasonable all measures and precautions necessary to protect and maintain the confidentiality and secrecy of all Company Proprietary Assets (except Company Proprietary Assets whose value, in the aggregate, value would not be impaired in any material respect unimpaired by public disclosure) and otherwise to maintain and protect the value of all Company Proprietary Assets. The Company has not (other than pursuant to license agreements on the Company's standard form or otherwise identified Except as set forth in Part 2.10(a)(ii2.9(b) of the Company Disclosure Schedule) , PRN has not disclosed or delivered or permitted to be disclosed or delivered to any Person, and no Person (other than PRN) has access to or permitted the disclosure or delivery to has any Person ofrights with respect to, (i) the source code, or any portion or aspect of the source code, of any Company Proprietary Asset, or (ii) the object code, or any portion or aspect of the object code, of any Company Proprietary Asset. (c) To the knowledge None of the Company and the Key Shareholders, none of the Company PRN Proprietary Assets infringes or conflicts with any Proprietary Asset owned or used by any other Person. To the knowledge of the Company and the Key Shareholders, the Company PRN is not infringing, misappropriating or making any unlawful use of, and the Company PRN has not at any time infringed, misappropriated or made any unlawful use of, or received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potentialpotential infringement, misappropriation or unlawful use of, any Proprietary Asset owned or used by any other Person. To the best of the knowledge of PRN and the Shareholder, 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. (d) Except as set forth in Part 2.9(d) of the Disclosure Schedule: (i) each Company Proprietary Asset conforms in all material respects with any specification, documentation, performance standard, representation or statement made or provided with respect thereto by or on behalf of PRN; and (ii) there has not been any material claim by any customer or other Person alleging that any Company Proprietary Asset does not conform in all material respects with any specification, documentation, performance standard, representation or statement made or provided by or on behalf of PRN, and, to the best of the knowledge of PRN and the Shareholder, there is no basis for any such claim. PRN has established adequate reserves on the Unaudited Balance Sheet to cover all costs associated with any obligations that PRN may have with respect to the correction or repair of programming errors or other defects in the Company Proprietary Assets. (e) The Company Proprietary Assets constitute all the Proprietary Assets necessary to enable PRN to conduct its business in the manner in which such business has been conducted and in the manner in which such business is proposed to be conducted. Except as set forth in Part 2.9(e) of the Disclosure Schedule, (i) PRN has not licensed any of the Company Proprietary Assets to any Person on an exclusive basis, and (ii) PRN has not entered into any covenant not to compete or Contract limiting its ability to exploit fully any 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 Disclosure Schedule, all current and former employees of PRN have executed and delivered to PRN written agreements (containing no exceptions to or exclusions from the scope of their coverage) that are substantially identical to the form of 0 attached to the Disclosure Schedule as Appendices 2.9(1) and 2.9(2). PRN has never engaged or received services from any consultant or independent contractor in connection with the design or development of any Proprietary Asset.

Proprietary Assets. (a) Part 2.9(a)(i2.9(a)(1) of the Company Disclosure Schedule sets forth, with respect to each Company Proprietary Asset owned by the Company registered by anyone that has been registered, recorded or filed with any Governmental Body or for with respect to which an application has been filed by anyone with any Governmental Body, (i) a brief description of such Company Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration registration, recordation, filing or application. Part 2.9(a)(ii2.9(a)(2) of the Company Disclosure Schedule identifies and provides a brief description of all other Company Proprietary Assets owned by the CompanyTGM. Part 2.9(a)(iii2.9(a)(3) of the Company Disclosure Schedule identifies and provides a brief description of each Company Proprietary Asset that is owned by any other Person and that is licensed to the Company or used by any Person and material to business of the Company as presently conducted TGM (except for any Company Proprietary Asset that is licensed to the Company TGM under any third party software license generally available to the public at a cost of less than $10,000500), and identifies the license agreement or other agreement under which such Company Proprietary Asset is being licensed to or used by TGM. Except as set forth in Part 2.9(a)(4) of the Company. The Disclosure Schedule, each Company has good, valid and marketable title to all of the Company Proprietary Assets identified in Parts 2.9(a)(i2.9(a)(1) and 2.9(a)(ii2.9(a)(2) of the Company Disclosure Schedule, free and clear of all liens and other Encumbrances except for Permitted Encumbrances, and has a valid right to use all Proprietary Assets identified in Part 2.9(a)(iii2.9(a)(3) of the Company Disclosure Schedule. The Company Except as set forth in Part 2.9(a)(5) of the Disclosure Schedule, TGM is not obligated to make any ongoing royalty or similar payment in excess of $6,000 per year to any Person for the use of any Company Proprietary Asset. The Company has not developed jointly with any other Person any Company Proprietary Asset with respect Except as set forth in Part 2.9(a)(6) of the Disclosure Schedule, TGM is free to which such other Person has any rights. Portions use, modify, copy, distribute, sell, license or otherwise exploit each of the Company Proprietary Assets are derived from the public domain or are freeware, and no ownership is asserted by the Company or the Key Shareholders with respect to such portionson an exclusive basis. (b) The Company TGM has taken reasonable all measures and precautions necessary to protect and maintain the confidentiality and secrecy of all Company Proprietary Assets (except Company Proprietary Assets whose value, in the aggregate, value would not be impaired in any material respect unimpaired by public disclosure) and otherwise to maintain and protect the value of all Company Proprietary Assets. The Company has not (other than pursuant to license agreements on the Company's standard form or otherwise identified Except as set forth in Part 2.10(a)(ii2.9(b) of the Company Disclosure Schedule) , TGM has not disclosed or delivered or permitted to be disclosed or delivered to any Person, and no Person (other than TGM) has access to or permitted the disclosure or delivery to has any Person ofrights with respect to, (i) the source code, or any portion or aspect of the source code, of any Company Proprietary Asset, or (ii) the object code, or any portion or aspect of the object code, of any Company Proprietary Asset. (c) To the knowledge None of the Company and the Key Shareholders, none of the Company TGM Proprietary Assets infringes or conflicts with any Proprietary Asset owned or used by any other Person. To the knowledge of the Company and the Key Shareholders, the Company TGM is not infringing, misappropriating or making any unlawful use of, and the Company TGM has not at any time infringed, misappropriated or made any unlawful use of, or received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potentialpotential infringement, misappropriation or unlawful use of, any Proprietary Asset owned or used by any other Person. To the best of the knowledge of TGM and the Shareholder, 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. (d) Except as set forth in Part 2.9(d) of the Disclosure Schedule: (i) each Company Proprietary Asset conforms in all material respects with any specification, documentation, performance standard, representation or statement made or provided with respect thereto by or on behalf of TGM; and (ii) there has not been any material claim by any customer or other Person alleging that any Company Proprietary Asset does not conform in all material respects with any specification, documentation, performance standard, representation or statement made or provided by or on behalf of TGM, and, to the best of the knowledge of TGM and the Shareholder, there is no basis for any such claim. TGM has established adequate reserves on the Unaudited Balance Sheet to cover all costs associated with any obligations that TGM may have with respect to the correction or repair of programming errors or other defects in the Company Proprietary Assets. (e) The Company Proprietary Assets constitute all the Proprietary Assets necessary to enable TGM to conduct its business in the manner in which such business has been conducted and in the manner in which such business is proposed to be conducted. Except as set forth in Part 2.9(e) of the Disclosure Schedule, (i) TGM has not licensed any of the Company Proprietary Assets to any Person on an exclusive basis, and (ii) TGM has not entered into any covenant not to compete or Contract limiting its ability to exploit fully any 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 Disclosure Schedule, all current and former employees of TGM have executed and delivered to TGM written agreements (containing no exceptions to or exclusions from the scope of their coverage) that are substantially identical to the form of Employee Confidentiality and Nonsolicitation Agreement attached to the Disclosure Schedule as Appendices 2.9(1) and 2.9(2). TGM has never engaged or received services from any consultant or independent contractor in connection with the design or development of any Proprietary Asset.

Proprietary Assets. (a) Part 2.9(a)(i2.9(a)(1) of the Company Disclosure Schedule sets forth, with respect to each Company Proprietary Asset owned by the Company registered by anyone that has been registered, recorded or filed with any Governmental Body or for with respect to which an application has been filed by anyone with any Governmental Body, (i) a brief description of such Company Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration registration, recordation, filing or application. Part 2.9(a)(ii2.9(a)(2) of the Company Disclosure Schedule identifies and provides a brief description of all other Company Proprietary Assets owned by the CompanyCompass. Part 2.9(a)(iii2.9(a)(3) of the Company Disclosure Schedule identifies and provides a brief description of each Company Proprietary Asset that is owned by any other Person and that is licensed to the Company or used by any Person and material to business of the Company as presently conducted Compass (except for any Company Proprietary Asset that is licensed to the Company Compass under any third party software license generally available to the public at a cost of less than $10,000500), and identifies the license agreement or other agreement under which such Company Proprietary Asset is being licensed to or used by Compass. Except as set forth in Part 2.9(a)(4) of the Company. The Disclosure Schedule, each Company has good, valid and marketable title to all of the Company Proprietary Assets identified in Parts 2.9(a)(i2.9(a)(1) and 2.9(a)(ii2.9(a)(2) of the Company Disclosure Schedule, free and clear of all liens and other Encumbrances except for Permitted Encumbrances, and has a valid right to use all Proprietary Assets identified in Part 2.9(a)(iii2.9(a)(3) of the Company Disclosure Schedule. The Company Except as set forth in Part 2.9(a)(5) of the Disclosure Schedule, Compass is not obligated to make any ongoing royalty or similar payment in excess of $6,000 per year to any Person for the use of any Company Proprietary Asset. The Company has not developed jointly with any other Person any Company Proprietary Asset with respect Except as set forth in Part 2.9(a)(6) of the Disclosure Schedule, Compass is free to which such other Person has any rights. Portions use, modify, copy, distribute, sell, license or otherwise exploit each of the Company Proprietary Assets are derived from the public domain or are freeware, and no ownership is asserted by the Company or the Key Shareholders with respect to such portionson an exclusive basis. (b) The Company Compass has taken reasonable all measures and precautions necessary to protect and maintain the confidentiality and secrecy of all Company Proprietary Assets (except Company Proprietary Assets whose value, in the aggregate, value would not be impaired in any material respect unimpaired by public disclosure) and otherwise to maintain and protect the value of all Company Proprietary Assets. The Company has not (other than pursuant to license agreements on the Company's standard form or otherwise identified Except as set forth in Part 2.10(a)(ii2.9(b) of the Company Disclosure Schedule) , Compass has not disclosed or delivered or permitted to be disclosed or delivered to any Person, and no Person (other than Compass) has access to or permitted the disclosure or delivery to has any Person ofrights with respect to, (i) the source code, or any portion or aspect of the source code, of any Company Proprietary Asset, or (ii) the object code, or any portion or aspect of the object code, of any Company Proprietary Asset. (c) To the knowledge of the Company and the Key Shareholders, none None of the Company Proprietary Assets infringes or conflicts with any Proprietary Asset owned or used by any other Person. To the knowledge of the Company and the Key Shareholders, the Company Compass is not infringing, misappropriating or making any unlawful use of, and the Company Compass has not at any time infringed, misappropriated or made any unlawful use of, or received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potentialpotential infringement, misappropriation or unlawful use of, any Proprietary Asset owned or used by any other Person. To the best of the knowledge of Compass and the Shareholder, 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. (d) Except as set forth in Part 2.9(d) of the Disclosure Schedule: (i) each Company Proprietary Asset conforms in all material respects with any specification, documentation, performance standard, representation or statement made or provided with respect thereto by or on behalf of Compass; and (ii) there has not been any material claim by any customer or other Person alleging that any Company Proprietary Asset does not conform in all material respects with any specification, documentation, performance standard, representation or statement made or provided by or on behalf of Compass, and, to the best of the knowledge of Compass and the Shareholder, there is no basis for any such claim. Compass has established adequate reserves on the Unaudited Balance Sheet to cover all costs associated with any obligations that Compass may have with respect to the correction or repair of programming errors or other defects in the Company Proprietary Assets. (e) The Company Proprietary Assets constitute all the Proprietary Assets necessary to enable Compass to conduct its business in the manner in which such business has been conducted and in the manner in which such business is proposed to be conducted. Except as set forth in Part 2.9(e) of the Disclosure Schedule, (i) Compass has not licensed any of the Company Proprietary Assets to any Person on an exclusive basis, and (ii) Compass has not entered into any covenant not to compete or Contract limiting its ability to exploit fully any 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 Disclosure Schedule, all current and former employees of Compass have executed and delivered to Compass written employee confidentiality agreements (containing no exceptions to or exclusions from the scope of their coverage) that are substantially identical to the form attached to the Disclosure Schedule as Appendix 2.9(f). Compass has never engaged or received services from any consultant or independent contractor in connection with the design or development of any Proprietary Asset.

Proprietary Assets. (a) Part 2.9(a)(i2.9(a)(1) of the Company Disclosure Schedule sets forth, with respect to each Company Proprietary Asset owned by the Company registered by anyone that has been registered, recorded or filed with any Governmental Body or for with respect to which an application has been filed by anyone with any Governmental Body, (i) a brief description of such Company Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration registration, recordation, filing or application. Part 2.9(a)(ii2.9(a)(2) of the Company Disclosure Schedule identifies and provides a brief description of all other material Company Proprietary Assets owned by the CompanySMG. Part 2.9(a)(iii2.9(a)(3) of the Company Disclosure Schedule identifies and provides a brief description of each Company Proprietary Asset that is owned by any other Person and that is licensed to the Company or used by any Person and material to business of the Company as presently conducted SMG (except for any Company Proprietary Asset that is licensed to the Company SMG under any third party software license generally available to the public at a cost of less than $10,0001,000), and identifies the license agreement or other agreement under which such Company Proprietary Asset is being licensed to or used by SMG. Except as set forth in Part 2.9(a)(4) of the Company. The Company Disclosure Schedule, SMG has good, valid and marketable title to all of the Company Proprietary Assets identified in Parts 2.9(a)(i2.9(a)(1) and 2.9(a)(ii2.9(a)(2) of the Company Disclosure Schedule, free and clear of all liens and other Encumbrances except for Permitted Encumbrances, and has a valid right to use all Proprietary Assets identified in Part 2.9(a)(iii2.9(a)(3) of the Company Disclosure Schedule. The Except as set forth in Part 2.9(a)(5) of the Disclosure Schedule and except for any Company Proprietary Asset licensed to SMG under any third party license generally available to the public, SMG is not obligated to make any ongoing royalty or similar payment in excess of $6,000 per year to any Person for the use of any Company Proprietary Asset. The Company has not developed jointly with any other Person any Company Proprietary Asset with respect Except as set forth in Part 2.9(a)(6) of the Disclosure Schedule, SMG is free to which such other Person has any rights. Portions use, modify, copy, distribute, sell, license or otherwise exploit each of the Company Proprietary Assets are derived from the public domain or are freeware, and no ownership is asserted by the Company or the Key Shareholders with respect to such portionson an exclusive basis. (b) The Company SMG has taken commercially reasonable measures and precautions necessary to protect and maintain the confidentiality and secrecy of all Company Proprietary Assets (except Company Proprietary Assets whose value, in the aggregate, value would not be impaired in any material respect unimpaired by public disclosure) and otherwise to maintain and protect the value of all Company Proprietary Assets. The Company has not (other than pursuant to license agreements on the Company's standard form or otherwise identified Except as set forth in Part 2.10(a)(ii2.9(b) of the Company Disclosure Schedule) , SMG has not disclosed or delivered or permitted to be disclosed or delivered to any Person, and no Person (other than SMG, or permitted consultants or independent contractors listed in Part 2.9(f)(2) of the disclosure Disclosure Schedule) has access to or delivery to has any Person ofrights with respect to, (i) the source code, or any portion or aspect of the source code, of any Company Proprietary Asset, or (ii) the object code, or any portion or aspect of the object code, of any Company Proprietary Asset. (c) To the best knowledge of the Company SMG and the Key Shareholders, none of the Company Proprietary Assets infringes or conflicts with any Proprietary Asset owned or used by any other Person. To the best knowledge of the Company SMG and the Key Shareholders, the Company SMG is not infringing, misappropriating or making any unlawful use of, and the Company SMG has not at any time infringed, misappropriated or made any unlawful use of, any Proprietary Asset owned or used by any other Person. SMG has not received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potentialpotential infringement, misappropriation or unlawful use of, any Proprietary Asset owned or used by any other Person. To the best of the knowledge of SMG and the Shareholders, 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. (d) Except as set forth in Part 2.9(d) of the Disclosure Schedule: (i) each Company Proprietary Asset conforms in all material respects with any specification, documentation, performance standard, representation or statement made or provided with respect thereto by or on behalf of SMG; and (ii) there has not been any material claim by any customer or other Person alleging that any Company Proprietary Asset does not conform in all material respects with any specification, documentation, performance standard, representation or statement made or provided by or on behalf of SMG, and, to the best of the knowledge of SMG and the Shareholders, there is no basis for any such claim. (e) The Company Proprietary Assets constitute all the Proprietary Assets necessary to enable SMG to conduct its business in the manner in which such business has been conducted and in the manner in which such business is proposed to be conducted. Except as set forth in Part 2.9(e) of the Disclosure Schedule, (i) SMG has not licensed any of the Company Proprietary Assets to any Person on an exclusive basis, and (ii) SMG has not entered into any covenant not to compete or Contract limiting its ability to exploit fully any 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)(1) of the Disclosure Schedule, all current and former employees of SMG have executed and delivered to SMG's employee handbook containing written employee confidentiality requirements that are substantially identical to the form attached to the Disclosure Schedule as Appendix 2.9(f)(1). Except as set forth in Part 2.9(f)(2) of the Disclosure Schedule, SMG has never engaged or received services from any consultant or independent contractor in connection with the design or development of any Proprietary Asset, and each such consultant or independent contractor so engaged has executed and delivered to SMG written confidentiality agreements that are substantially identical to the form attached to the Disclosure Schedule as Appendix 2.9(f)(2).

Proprietary Assets. (a) Part 2.9(a)(i2.9(a)(1) of the Company Disclosure Schedule sets forth, with respect to each Company Proprietary Asset owned by the Company registered by anyone that has been registered, recorded or filed with any Governmental Body or for with respect to which an application has been filed by anyone with any Governmental Body, (i) a brief description of such Company Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration registration, recordation, filing or application. Part 2.9(a)(ii2.9(a)(2) of the Company Disclosure Schedule identifies and provides a brief description of all other Company Proprietary Assets owned by the Company. Part 2.9(a)(iii2.9(a)(3) of the Company Disclosure Schedule identifies and provides a brief description of each Company Proprietary Asset that is owned by any other Person and that is licensed to or used by the Company by any Person and material to business of the Company as presently conducted (except for any Company Proprietary Asset that is licensed to the Company under any third party software license that (1) is generally available to the public at a cost of less than $10,000)5,000, and (2) imposes no future monetary obligation on the Company) and identifies the license agreement or other agreement under which such Company Proprietary Asset is being licensed to or used by the Company. The Except as set forth in Part 2.9(a)(4) of the Disclosure Schedule, the Company has good, valid and marketable title to all of the Company Proprietary Assets identified in Parts 2.9(a)(i2.9(a)(1) and 2.9(a)(ii2.9(a)(2) of the Company Disclosure Schedule, free and clear of all liens and other Encumbrances except for Permitted Encumbrances, and has a valid right to use all Proprietary Assets identified in Part 2.9(a)(iii2.9(a)(3) of the Company Disclosure Schedule. The Except as set forth in Part 2.9(a)(5) of the Disclosure Schedule, the Company is not obligated to make any ongoing royalty or similar payment in excess of $6,000 per year to any Person for the use of any Company Proprietary Asset. The Except as set forth in Part 2.9(a)(6) of the Disclosure Schedule, the Company has not developed jointly with any other Person any is free to use, modify, copy, distribute, sell, license or otherwise exploit each of the 9. Company Proprietary Asset Assets on an exclusive basis (other than Company Proprietary Assets consisting of software licensed to the Company under third party licenses generally available to the public, with respect to which such other Person has any rights. Portions of the Company Proprietary Assets Company's rights are derived from the public domain or are freeware, and no ownership is asserted by the Company or the Key Shareholders with respect to such portionsnot exclusive). (b) The Company has taken all reasonable measures and precautions necessary to protect and maintain the confidentiality and secrecy of all Company Proprietary Assets (except Company Proprietary Assets whose value, in the aggregate, value would not be impaired in any material respect unimpaired by public disclosure) and otherwise to maintain and protect the value of all Company Proprietary Assets. The Except as set forth in Part 2.9(b) of the Disclosure Schedule, the Company has not (other than pursuant disclosed or delivered or permitted to license agreements on the Company's standard form or otherwise identified in Part 2.10(a)(ii) of the Company Disclosure Schedule) be disclosed or delivered to any Person, and no Person (other than the Company) has access to or permitted the disclosure or delivery to has any Person ofrights with respect to, (i) the source code, or any portion or aspect of the source code, of any Company Proprietary Asset, or (ii) the object code, or any portion or aspect of the object code, of any Company Proprietary Asset. (c) To the knowledge of the Company and the Key Shareholders, none None of the Company Proprietary Assets infringes or conflicts with any Proprietary Asset owned or used by any other Person. To the knowledge Except as set forth in Part 2.9(c) of the Company and the Key ShareholdersDisclosure Schedule, the Company is not infringing, misappropriating or making any unlawful use of, and the Company has not at any time infringed, misappropriated or made any unlawful use of, or received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potentialpotential infringement, misappropriation or unlawful use of, any Proprietary Asset owned or used by any other Person. Except as set forth in Part 2.9(c) of the 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. (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 has been conducted and in the manner in which such business is proposed to be conducted. Except as set forth in Part 2.9(d) of the Disclosure Schedule, (i) the Company has not licensed any of the Company Proprietary Assets to any Person on an exclusive basis, and (ii) the Company has not entered into any covenant not to compete or Contract limiting its ability to exploit fully any of its 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) of the Disclosure Schedule, all current and former employees of the Company, and all current and former consultants and independent contractors to the Company, have executed and delivered to the Company written agreements (containing no exceptions to or exclusions from the scope of their coverage) that are substantially identical to the form of Employee Invention Assignment and Confidentiality Agreement attached to Part 2.9(e) of the Disclosure Schedule. No current employee or consultant of the Company has disclosed to the Company any "Invention" (as such term is defined in the Employee Invention Assignment and Confidentiality Agreement attached to Part 2.9(e) of the Disclosure Schedule) as contemplated by such Employee Invention Assignment and Confidentiality Agreement. (f) Except as set forth in Part 2.9(f) of the Disclosure Schedule, the Company has not entered into and is not bound by any Contract under which any Person has the right to distribute or license, on a commercial basis, any Company Proprietary Asset including source

Proprietary Assets. (a) Part 2.9(a)(i) of the Company Disclosure Schedule sets forth, with respect to each Company Proprietary Asset owned by the Company registered by anyone with any Governmental Body or for which an application has been filed by anyone 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 Company Proprietary Assets which are owned by the CompanyCompany and which are material to its business or operations. Part 2.9(a)(iii) of the Company Disclosure Schedule identifies and provides a brief description of each Proprietary Asset licensed to the Company by any Person and material to business of the Company as presently conducted (except for any Proprietary Asset that is licensed to the Company under any third party software license generally available to the public at a cost of less than $10,000), and identifies the license agreement under which such Proprietary Asset is being licensed to the Company. The Except as set forth in Part 2.9(a)(iv) of the Disclosure Schedule, the Company has good, valid and marketable title to all of the Company Proprietary Assets identified in Parts 2.9(a)(i) and 2.9(a)(ii) of the Disclosure Schedule which are identified as owned by the Company on such parts of the Disclosure Schedule, free and clear of all liens and other Encumbrances except for Permitted Encumbrances, and has a valid right to use all Proprietary Assets identified in Part 2.9(a)(iii) of the Company Disclosure Schedule. The Except as set forth in Part 2.9(a)(v) of the Disclosure Schedule, the Company is not obligated to make any ongoing royalty or similar payment in excess of $6,000 per year to any Person for the use of any Company Proprietary Asset. The Except as set forth in 14. Part 2.9(a)(vi) of the 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. Portions of the Company Proprietary Assets are derived from the public domain or are freeware, and no ownership is asserted by the Company or the Key Shareholders with respect to such portions. (b) The Company has taken all reasonable measures and precautions necessary to protect and maintain the confidentiality and secrecy of all Company Proprietary Assets (except Company Proprietary Assets whose value, in the aggregate, value would not be impaired in any material respect unimpaired by public disclosure) and otherwise to maintain and protect the value of all Company Proprietary Assets. The Except as set forth in Part 2.9(b) of the Disclosure Schedule, the Company has not (other than pursuant to license agreements on the Company's standard form or otherwise identified in Part 2.10(a)(ii) 2.10 of the Company Disclosure Schedule) disclosed or delivered to any Person, or permitted the disclosure or delivery to any Person of, (i) the source code, or any portion or aspect of the source code, of any Company Proprietary Asset, or (ii) the object code, or any portion or aspect of the object code, of any Company Proprietary Asset. (c) To the knowledge of the Company and the Key Shareholders, none None of the Company Proprietary Assets infringes or conflicts with any Proprietary Asset owned or used by any other Person. To the knowledge of the Company and the Key Shareholders, the The Company is not infringing, misappropriating or making any unlawful use of, and the Company has not at any time infringed, misappropriated or made any unlawful use of, or received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potentialpotential infringement, misappropriation or unlawful use of, any Proprietary Asset owned or used by any other Person. To the best of the knowledge of the Company and the Designated Shareholders, 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. (d) Except as set forth in Part 2.9(d) of the Disclosure Schedule: (i) each Company Proprietary Asset conforms in all material respects with any specification, documentation, performance standard, representation or statement made or provided with respect thereto by or on behalf of the Company; and (ii) 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 and the Designated Shareholders, there is no basis for any such claim. The Company has established adequate reserves on the Unaudited Interim Balance Sheet to cover all costs associated with any obligations that the Company may have with respect to the correction or repair of programming errors or other defects in the Company Proprietary Assets. (e) 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 has been and is being conducted. Except as set forth in Part 2.9(e) of the Disclosure Schedule, (i) the Company has not licensed any of the Company Proprietary Assets to any Person on an exclusive basis, and (ii) the Company has not entered into any covenant not to compete or Contract limiting its ability to exploit fully any 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 Disclosure Schedule, (i) 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

Proprietary Assets. (a) Part 2.9(a)(i2.9(a)(1) of the Company Disclosure Schedule sets forth, with respect to each Company Proprietary Asset owned by the Company registered by anyone that has been registered, recorded or filed with any Governmental Body or for with respect to which an application has been filed by anyone with any Governmental Body, (i) a brief description of such Company Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration registration, recordation, filing or application. Part 2.9(a)(ii2.9(a)(2) of the Company Disclosure Schedule identifies and provides a brief description of all other Company Proprietary Assets owned by the Company. Part 2.9(a)(iii2.9(a)(3) of the Company Disclosure Schedule identifies and provides a brief description of each Company Proprietary Asset that is owned by any other person or entity and that is licensed to or used by the Company by any Person and material to business of the Company as presently conducted (except for any Company Proprietary Asset that is licensed to the Company under any third party software license that (1) is generally available to the public at a cost of less than $10,000)1,000, and (2) imposes no future monetary obligation on the Company) and identifies the license agreement or other agreement under which such Company Proprietary Asset is being licensed to or used by the Company. The Except as set forth in Part 2.9(a)(4) of the Disclosure Schedule, the Company has good, valid and marketable title to all of the Company Proprietary Assets identified in Parts 2.9(a)(i2.9(a)(1) and 2.9(a)(ii2.9(a)(2) of the Company Disclosure Schedule, free and clear of all liens and other Encumbrances except for Permitted Encumbrancesencumbrances, and has a valid right to use all Proprietary Assets identified in Part 2.9(a)(iii2.9(a)(3) of the Company Disclosure Schedule. The Except as set forth in Part 2.9(a)(5) of the Disclosure Schedule, the Company is not obligated to make any ongoing royalty or similar payment in excess of $6,000 per year to any Person for the use of any Company Proprietary Asset. The Except as set forth in Part 2.9(a)(6) of the Disclosure Schedule, the Company has not developed jointly with any other Person any Company Proprietary Asset with respect is free to which such other Person has any rights. Portions use, modify, copy, distribute, sell, license or otherwise exploit each of the Company Proprietary Assets are derived from the public domain or are freeware, and no ownership is asserted by on an exclusive basis (other than Company Proprietary Assets consisting of software licensed to the Company or under third party licenses generally available to the Key Shareholders public, with respect to such portionswhich the Company's rights are not exclusive). (b) The Company has taken all reasonable measures and precautions necessary to protect and maintain the confidentiality and secrecy of all Company Proprietary Assets (except Company Proprietary Assets whose value, in the aggregate, value would not be impaired in any material respect unimpaired by public disclosure) and otherwise to maintain and protect the value of all Company Proprietary Assets. The Except as set forth in Part 2.9(b) of the Disclosure Schedule, the Company has not (other than pursuant disclosed or delivered or permitted to license agreements on the Company's standard form or otherwise identified in Part 2.10(a)(ii) of the Company Disclosure Schedule) be disclosed or delivered to any Personperson or entity, and no person or permitted entity (other than the disclosure Company) has access to or delivery to has any Person ofrights with respect to, (i) the source code, or any portion or aspect of the source code, of any Company Proprietary Asset, or (ii) the object code, or any portion or aspect of the object code, of to any Company Proprietary Asset. (c) To the knowledge of the Company and the Key Shareholders, none None of the Company Proprietary Assets infringes or conflicts with any Proprietary Asset owned or used by any other Personperson or entity. To the knowledge Except as set forth in Part 2.9(c) of the Company and the Key ShareholdersDisclosure Schedule, the Company is not infringing, misappropriating or making any unlawful use of, and the Company has not at any time infringed, misappropriated or made any unlawful use of, or received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potentialpotential infringement, misappropriation or unlawful use of, any Proprietary Asset owned or used by any other Person. To the best of the knowledge of the Company and the Designated Shareholders, except as set forth in Part 2.9(c) of the Disclosure Schedule, no other person or entity is infringing, misappropriating or making any unlawful use of, and no Proprietary Asset owned or used by any other person or entity infringes or conflicts with, any Company Proprietary Asset. (d) Except as set forth in Part 2.9(d) of the Disclosure Schedule: (i) each Company Proprietary Asset conforms with any specification, documentation, performance standard, representation or statement made or provided with respect thereto by or on behalf of the Company; and (ii) there has not been any claim by any customer or other Person alleging that any Company Proprietary Asset 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 best of the knowledge of the Company and the Designated Shareholders, there is no basis for any such claim. The Company is not required under generally accepted accounting principles to establish reserves on its financial statements to cover any costs associated with any obligations that the Company may have with respect to the correction or repair of programming errors or other defects in the Company Proprietary Assets. (e) 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 has been conducted. Except as set forth in Part 2.9(e) of the Disclosure Schedule, (i) the Company has not licensed any of the Company Proprietary Assets to any Person on an exclusive basis, and (ii) the Company has not entered into any covenant not to compete or Contract limiting its ability to exploit fully any 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 Disclosure Schedule, all current and former employees of the Company, and all current and former consultants and independent contractors to the Company, have executed and delivered to the Company written agreements (containing no exceptions to or exclusions from the scope of their coverage) that are substantially identical to the form of Nondisclosure and Assignment of Inventions Agreement attached to the Disclosure Schedule as Appendix 2.9(f). (g) Except as set forth in Part 2.9(g) of the Disclosure Schedule, the Company has not entered into and is not bound by any Contract under which any Person has the right to distribute or license, on a commercial basis, any Company Proprietary Asset including source code, object code, or any versions, modifications or derivative works of source code or object code in any Company Proprietary Asset.

Proprietary Assets. (a) Part 2.9(a)(i2.1.9(a)(1) of the Company Disclosure Schedule sets forth, with respect to each Company Proprietary Asset owned by the Company registered by anyone that has been registered, recorded or filed with any Governmental Body or for with respect to which an application has been filed by anyone with any Governmental Body, (i) a brief description of such Company Proprietary Asset, and (ii) the names of the jurisdictions covered by the applicable registration registration, recordation, filing or application. Part 2.9(a)(ii2.1.9(a)(2) of the Company Disclosure Schedule identifies and provides a brief description of all other Company Proprietary Assets owned by the CompanyPhySource. Part 2.9(a)(iii2.1.9(a)(3) of the Company Disclosure Schedule identifies and provides a brief description of each Company Proprietary Asset that is owned by any other Person and that is licensed to the Company or used by any Person and material to business of the Company as presently conducted PhySource (except for any Company Proprietary Asset that is licensed to the Company PhySource under any third party software license generally available to the public at a cost of less than $10,000500), and identifies the license agreement or other agreement under which such Company Proprietary Asset is being licensed to or used by PhySource. Except as set forth in Part 2.1.9(a)(4) of the Company. The Company Disclosure Schedule, PhySource has good, valid and marketable title to all of the Company Proprietary Assets identified in Parts 2.9(a)(i2.1.9(a)(1) and 2.9(a)(ii2.1.9(a)(2) of the Company Disclosure Schedule, free and clear of all liens and other Encumbrances except for Permitted Encumbrances, and has a valid right to use all Proprietary Assets identified in Part 2.9(a)(iii2.1.9(a)(3) of the Company Disclosure Schedule. The Company Except as set forth in Part 2.1.9(a)(5) of the Disclosure Schedule, PhySource is not obligated to make any ongoing royalty or similar payment in excess of $6,000 per year to any Person for the use of any Company Proprietary Asset. The Company has not developed jointly with any other Person any Company Proprietary Asset with respect Except as set forth in Part 2.1.9(a)(6) of the Disclosure Schedule, PhySource is free to which such other Person has any rights. Portions use, modify, copy, distribute, sell, license or otherwise exploit each of the Company Proprietary Assets are derived from the public domain or are freeware, and no ownership is asserted by the Company or the Key Shareholders with respect to such portionson an exclusive basis. (b) The Company PhySource has taken all commercially reasonable measures and precautions necessary to protect and maintain the confidentiality and secrecy of all Company Proprietary Assets (except Company Proprietary Assets whose value, in the aggregate, value would not be impaired in any material respect unimpaired by public disclosure) and otherwise to maintain and protect the value of all Company Proprietary Assets. The Company has not (other than pursuant to license agreements on the Company's standard form or otherwise identified Except as set forth in Part 2.10(a)(ii2.1.9(b) of the Company Disclosure Schedule) , PhySource has not disclosed or delivered or permitted to be disclosed or delivered to any Person, and no Person (other than PhySource) has access to or permitted the disclosure or delivery to has any Person ofrights with respect to, (i) the source code, or any portion or aspect of the source code, of any Company Proprietary Asset, or (ii) the object code, or any portion or aspect of the object code, of any Company Proprietary Asset. (c) To the best of the knowledge of the Company PhySource and the Key Shareholders, none of the Company PhySource Proprietary Assets infringes or conflicts with any Proprietary Asset owned or used by any other Person. To the knowledge of the Company , and the Key Shareholders, the Company PhySource is not infringing, misappropriating or making any unlawful use of, and the Company PhySource has not at any time infringed, misappropriated or made any unlawful use of, or received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potentialpotential infringement, misappropriation or unlawful use of, any Proprietary Asset owned or used by any other Person. To the best of the knowledge of PhySource and the Shareholders, 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. (d) Except as set forth in Part 2.1.9(d) of the Disclosure Schedule: (i) each Company Proprietary Asset conforms in all material respects with any specification, documentation, performance standard, representation or statement made or provided to HALIS with respect thereto by or on behalf of PhySource; and (ii) there has not been any material claim by any customer or other Person alleging that any Company Proprietary Asset does not conform in all material respects with any specification, documentation, performance standard, representation or statement made or provided by or on behalf of PhySource, and, to the best of the knowledge of PhySource and the Shareholders, there is no basis for any such claim. PhySource has established adequate reserves on the Unaudited Balance Sheet in accordance with United States generally accepted accounting principles to cover all costs associated with any obligations that PhySource may have with respect to the correction or repair of programming errors or other defects in the Company Proprietary Assets. (e) The Company Proprietary Assets constitute all the Proprietary Assets necessary to enable PhySource to conduct its business in the manner in which such business has been conducted. Except as set forth in Part 2.1.9(e) of the Disclosure Schedule, (i) PhySource has not licensed any of the Company Proprietary Assets to any Person on an exclusive basis, and (ii) PhySource has not entered into any covenant not to compete or Contract limiting its ability to exploit fully any of its Proprietary Assets or to transact business in any market or geographical area or with any Person. (f) PhySource has never engaged or received services from any consultant or independent contractor in connection with the design or development of any Proprietary Asset.