Common use of Documentation, Security and Ownership of Software Clause in Contracts

Documentation, Security and Ownership of Software. Except as set forth on Schedule 3.16(d), Percon and its subsidiaries have user installation and operation manuals for all Software used in the development of or incorporated in Product Software that is critical to the development of products offered by Percon and its subsidiaries and for all Operations Software. Except as set forth on Schedule 3.16(d), all Product Software is documented through flow charts, designs, database models, entity relationship diagrams or business processes and user installation and procedure manuals that are sufficient to enable Percon and its subsidiaries to offer such Software to its customers and support such Software. Except as set forth on Schedule 3.16(d), neither Percon nor any of its subsidiaries has disclosed or delivered to any person, or permitted the disclosure or delivery to any escrow agent or other person, of the source code, or any portion or aspect of the source code, or any proprietary information or algorithm contained in any source code, of any Software. Except for Software that Percon and its subsidiaries license on a nonexclusive basis to its customers in the ordinary course of business and except as set forth on Schedule 3.16, Percon and its subsidiaries have not conveyed or granted any other rights to such Software, nor are Percon and its subsidiaries obligated to convey or grant any rights to license, market, incorporate in other Software, sell or otherwise use such Software to third parties, and to the knowledge of Percon, no third party has unauthorized access to such Software. Percon and its subsidiaries possess the original of all documentation, including without limitation all source codes, for all Software owned outright by it. Except as disclosed on Schedule 3.16(d), upon consummation of the transactions contemplated hereby, Percon and its subsidiaries or Surviving Corporation will continue to own all of the Software owned outright by Percon and its subsidiaries prior to the Closing, free and clear of all claims, liens, encumbrances, obligations and liabilities except for such claims, liens, encumbrances, obligations and liabilities of Percon and its subsidiaries (A) applicable to Software licensed to third parties and (B) as may be granted by Percon and its subsidiaries or Surviving Corporation after the Closing Date. Percon and its subsidiaries have provided to PSC or Newco access to or copies of Percon and its subsidiaries' customer support log and trouble shooting tools and solutions relating to their Software products covering at least the two years preceding the date hereof.