Common use of Software and Information Systems Clause in Contracts

Software and Information Systems. Schedule 5.15 sets forth an accurate and complete list of all computer software programs and other information systems, in any media, including, without limitation, all program specifications, charts, procedures, input data, databases, compilations, routines, tool sets, compilers, higher level or "proprietary" languages, report layouts and formats, record file layouts, diagrams, functional specifications and narrative descriptions, flow charts and related documentation and materials, whether in source code, object code or human readable form, and all other related material used by Seller (the "Software") and identifies (i) Software that is owned by Seller, and (ii) Software that is licensed to Seller, the licensor of the licensed Software, and, if different, the owner thereof, any other Software in which Seller has any right of use, possessory or proprietary rights, and the manner in which Seller acquired rights and the owner of the Software. With respect to the Software: (a) Except as set forth on Schedule 5.15, the Software owned by Seller is not subject to any transfer, assignment, source code escrow agreement or reversion; the Software licensed to Seller is not subject to any contractual site, equipment, or other operational limitations; Software developed by Seller internally or acquired by Seller has been developed without the aid or use of any consultants, agents, independent contractors or persons (other than employees of Seller) who did not assign all ownership to Seller; and Software commissioned for development by Seller has been developed subject to written agreements whereby the ownership of the software vested immediately in Seller and to the extent that vesting did not occur, the developer is required to assign all ownership to Seller without further consideration. (b) Except as set forth on Schedule 5.15 Seller's rights in the Software owned by Seller are free and clear of any Liens. (c) Seller has received no notice of any violation of patent, trade secret rights, copyrights or other proprietary rights with respect to any Software and knows of no basis therefor. (d) The Software owned by Seller and related systems in their current form are Year 2000 Compliant. "Year 2000 Compliant" means that the Software owned by Seller and the hardware systems used or relied on in Seller's business is designed to be used prior to, during and after the calendar year 2000 A.D., and Software owned by Seller will accurately receive, provide and process data/time data (including, without limitation, calculating, comparing and sequencing) from, into and between the 20th and 21st centuries, including the years 1999 and 2000, and leap year calculations and will not malfunction, cease to function, or provide invalid or incorrect results as a result of data/time data, to the extent that other information technology used in combination with Software owned by Seller, properly exchanges date/time data with it.

Software and Information Systems. (a) Schedule 5.15 3.25(a) sets forth an accurate a complete and complete correct list of all computer software programs and other information systems, in any media, including, without limitation, all program specifications, charts, procedures, input data, databases, compilations, routines, tool sets, compilers, higher level or "proprietary" languages, report layouts and formats, record file layouts, diagrams, functional specifications and narrative descriptions, flow charts and related documentation and materials, whether in source code, object code or human readable form, and all other related material used by Seller (the "Software") and identifies (i) material Software that is owned by Seller, Seller and used or distributed in the operation of the Subject Business (the “Seller Software”); (ii) material third party developed Software that is licensed to SellerSeller and used in the operation of the Subject Business (other than commercial end user licenses for off-the-shelf software that is made generally available for a total cost of less than $5,000), including the licensor of the licensed such Software, and(iii) material third party developed Software which is compiled together with the Software Products, if different, the owner thereof, any other (iv) material third party developed Software in which Seller has any right of use, possessory is licensed to resell or proprietary rightsdistribute apart from the Software Products, and (v) any material pending Software development projects currently in planning by the manner in which Seller acquired rights Subject Business, together with a description of such projects and the owner stage of the Software. With respect to the Software:their development. (ab) Except as set forth on in Schedule 5.153.25(b), (i) the Seller Software owned by Seller is not subject to any transfer, assignment, source code escrow agreement agreement, or license reversion; (ii) Seller has not granted any other current future or conditional rights, licenses or interests in or to the Source Code used or included in any Software Product; (iii) Seller has not provided or disclosed the Source Code of any Software Product to any Person or entity, except where such Source Code is, by its nature, not normally obfuscated or compiled prior to the distribution of the Software licensed to Seller is not subject to any contractual site, equipment, or other operational limitationsProduct; Software developed by Seller internally or acquired by (iv) Seller has maintained and protected the Seller Software with appropriate proprietary notices (including notice of ownership), confidentiality and non-disclosure agreements and such other measures as are normally used in the industry; (v) the Seller Software is protectable under applicable copyright law and has not been developed without forfeited to the aid or use of any consultants, agents, independent contractors or persons (other than employees of Seller) who did not assign all ownership to Seller; public domain and Software commissioned for development by Seller has been developed subject to written agreements whereby registered with the ownership of the software vested immediately in Seller and to the extent that vesting did not occur, the developer United States Copyright Office or is required to assign all ownership to Seller without further considerationeligible for registration. (bc) Except as set forth on Schedule 5.15 Seller's ’s rights in the Seller Software owned by Seller are free and clear of any Liensliens, encumbrances, restrictions, or legal or equitable claims of others (other than Patent claims) and there are no agreements or arrangements in effect with respect to the marketing, distribution, licensing, sale, resale or promotion of the Software between Seller and any other person. To the Knowledge of Seller, Seller’s rights in the Seller Software are free and clear of any Patent claims of any third party. Except for the Third Party Software Components, Seller owns (i) all of the Copyrights and Trade Secrets in and to the Software Products and (ii) to the Knowledge of Seller, all other Intellectual Property Assets in and to the Software Products. (cd) Seller has received no notice of any violation of patent, trade secret rights, copyrights or other proprietary rights with respect to any Seller Software and knows of no basis therefor. (de) The Software owned by Seller and related systems in their current form are Year 2000 Compliant. "Year 2000 Compliant" means has taken commercially reasonably steps to assure that the Software owned Products contain no timer, virus, copy protection device, disabling code, clock, counter or other limiting design or routine that causes the Software Products (or any operation thereof) or become erased, inoperable, impaired, or otherwise incapable of being used in the full manner for which it was contemplated for use. (f) Except as set forth in Schedule 3.25(a), none of the Software Products contain or are derived from any Public Software. Except as set forth in Schedule 3.25(a), none of the Software Products contain any third-party software (all such third party Software being referred to collectively as the “Third Party Software Components”). (g) The incorporation, linking, calling or other use in or by any such Software Product of any third-party software does not obligate Seller to disclose, make available, offer or deliver any portion of the source code of any Software Product or component thereof to any third-party. To Seller’s Knowledge, no third party has any claim to the Source Code by virtue of the incorporation, linking, calling or other use in or by any such Software Product of any third-party Software. (h) Seller has not collected or used any personally identifiable information in violation of any applicable statute or regulation in any United States jurisdiction or in violation of its privacy policy (if any) relating to the collection, storage, use and onward transfer of all personally identifiable information. (i) Seller holds all material product (including Seller Software) registrations, accreditations and other certifications required for the conduct of the Subject Business (all of such registrations, accreditations and certifications being referred to herein as “Product Certifications”). Seller is in compliance in all material respects with the terms and conditions of all such Product Certifications and, to Seller’s Knowledge, no written notices have been received by Seller since January 1, 2008, alleging the failure to hold any Product Certification. To Seller’s Knowledge, there is no reasonable basis for any present or future action rescinding any such Product Certifications and no loss or expiration of any such Product Certifications is reasonably foreseeable or has had or would reasonably be expected to have a Material Adverse Effect. All of the hardware systems used or relied on in Seller's business is designed Product Certifications are transferable to Buyer and will be used prior to, during and after the calendar year 2000 A.D., and Software owned transferred by Seller will accurately receiveto Buyer on the Closing Date. (j) As used by Seller in the Business, provide and process data/time data (including, without limitation, calculating, comparing and sequencing) from, into and between the 20th and 21st centuries, including the years 1999 and 2000, and leap year calculations and will not malfunction, cease to function, or provide invalid or incorrect results as a result of data/time data, Seller Software complies with all applicable requirements relating to the extent that export or re-export to those countries in which the Subject Business currently sells the Seller Software. (k) Copies of all Seller Software and copies of all licenses and other information technology used agreements which are maintained by Seller with respect to Seller Software, Source Code or Software Products shall be delivered to Buyer at or prior to Closing. (l) To Seller’s Knowledge, the Software Products perform as Seller has warranted to its customers and substantially in combination accordance with the Software owned by Seller, properly exchanges date/time data with itProducts’ documented specifications.

Software and Information Systems. (a) Schedule 5.15 3.25(a) sets forth an accurate a complete and complete correct list of all computer software programs and other information systems, in any media, including, without limitation, all program specifications, charts, procedures, input data, databases, compilations, routines, tool sets, compilers, higher level or "proprietary" languages, report layouts and formats, record file layouts, diagrams, functional specifications and narrative descriptions, flow charts and related documentation and materials, whether in source code, object code or human readable form, and all other related material used by Seller (the "Software") and identifies (i) material Software that is owned by Seller, Seller and used or distributed in the operation of the Subject Business (the “Seller Software”); (ii) Software that is licensed to SellerSeller and used in the operation of the Subject Business, the licensor of the licensed such Software, and, if different, (iii) the owner thereof, any other Software in which Seller has any right of use, possessory or proprietary rightsProducts, and (iv) any material pending Software development projects currently in planning by the manner in which Seller acquired rights Subject Business, together with a description of such projects and the owner stage of the Software. With respect to the Software:their development. (ab) Except as set forth on in Schedule 5.153.25(b), (i) the Seller Software owned by Seller is not subject to any transfer, assignment, source code escrow agreement agreement, or license reversion,; (ii) Seller has not granted any other current future or conditional rights, licenses or interests in or to the Source Code used or included in any Software Product; (iii) Seller has not provided or disclosed the Source Code of any Software Product to any Person or entity, except where such Source Code is, by its nature, not normally obfuscated or compiled prior to the distribution of the Software licensed to Seller is not subject to any contractual site, equipment, or other operational limitationsProduct; Software developed by Seller internally or acquired by (iv) Seller has maintained and protected the Seller Software with appropriate proprietary notices (including notice of ownership), confidentiality and non-disclosure agreements and such other measures as are normally used in the industry; (v) the Software is protectable under applicable copyright law and has not been developed without forfeited to the aid or use of any consultants, agents, independent contractors or persons (other than employees of Seller) who did not assign all ownership to Seller; public domain and Software commissioned for development by Seller has been developed subject to written agreements whereby registered with the ownership of the software vested immediately in Seller and to the extent that vesting did not occur, the developer United States Copyright Office or is required to assign all ownership to Seller without further considerationeligible for registration. (bc) Except as set forth on Schedule 5.15 Seller's ’s rights in the Seller Software owned by Seller are free and clear of any Liensliens, encumbrances, restrictions, or legal or equitable claims of others and there are no agreements or arrangements in effect with respect to the marketing, distribution, licensing, sale, resale or promotion of the Software between Seller and any other person. (cd) Seller has received no notice of any violation of patent, trade secret rights, copyrights or other proprietary rights with respect to any Seller Software and knows of no basis therefor. (de) The Software owned by Seller and related systems in their current form are Year 2000 Compliant. "Year 2000 Compliant" means has taken commercially reasonably steps to assure that the Software owned contains no timer, virus, copy protection device, disabling code, clock, counter or other limiting design or routine that causes the Software (or any operation thereof) or become erased, inoperable, impaired, or otherwise incapable of being used in the full manner for which it was contemplated for use. (f) Except as set forth in Schedule 3.25, none of the Software Products contain or are derived from any Public Software. Except as set forth in Schedule 3.25, none of the Software Products contain any third-party software. (g) The incorporation, linking, calling or other use in or by any such Software Product of any third-party software does not obligate Seller to disclose, make available, offer or deliver any portion of the source code of any Software Product or component thereof to any third-party. To Seller’s Knowledge, no third party has any claim to the Source Code by virtue of the incorporation, linking, calling or other use in or by any such Software Product of any third-party Software. (h) Seller has not collected or used any personally identifiable information in violation of any applicable statute or regulation in any United States jurisdiction or in violation of its privacy policy (if any) relating to the collection, storage, use and onward transfer of all personally identifiable information. (i) Seller holds all material product (including Software Product) registrations, accreditations and other certifications required for the conduct of the Subject Business (all of such registrations, accreditations and certifications being referred to herein as “Product Certifications”). Seller is in compliance in all material respects with the terms and conditions of all such Product Certifications and, to Seller’s Knowledge, no written notices have been received by Seller since January 1, 2008, alleging the failure to hold any Product Certification. To Seller’s Knowledge, there is no reasonable basis for any present or future action rescinding any such Product Certifications and no loss or expiration of any such Product Certifications is reasonably foreseeable or has had or would reasonably be expected to have a Material Adverse Effect. All of the hardware systems used or relied on in Seller's business is designed Product Certifications are transferable to Buyer and will be used prior to, during and after the calendar year 2000 A.D., and Software owned transferred by Seller will accurately receiveto Buyer on the Closing Date. (j) As used by Seller in the Business, provide and process data/time data (including, without limitation, calculating, comparing and sequencing) from, into and between the 20th and 21st centuries, including the years 1999 and 2000, and leap year calculations and will not malfunction, cease to function, or provide invalid or incorrect results as a result of data/time data, Software Product comply with all applicable requirements relating to the extent that export or re-export to those countries in which the Subject Business currently sells the Software Products. (k) Copies of all Seller Software and copies of all licenses and other information technology used agreements which are maintained by Seller with respect to Software, Source Code or Software Products shall be delivered to Buyer at or prior to Closing. (l) To Seller’s Knowledge, the Software Products perform as Seller has warranted to its customers and substantially in combination accordance with the Software owned by Seller, properly exchanges date/time data with itProducts’ documented specifications.