Common use of Generative AI Clause in Contracts

Generative AI. The tools developed by the Pubco for use as part of Pubco’s Offerings are set forth on Section 4.14(o)(iii)(1) of the Pubco Disclosure Letter (the “Pubco Developed AI”). Except as has not been and would not reasonably be expected to be, individually or in the aggregate, to have a Pubco Material Adverse Effect, the Pubco Developed AI complies with all applicable laws and regulations, including data protection and privacy laws in all material respects. Pubco has implemented reasonable measures to protect the confidentiality and security of the Pubco Developed AI. To Pubco’s Knowledge, there have been no unauthorized uses, disclosures, or breaches of the Pubco Developed AI or related systems that resulted in a Material Adverse Effect. The Pubco Developed AI has been developed and maintained in accordance with industry best practices, including but not limited to: transparency in AI decision-making processes where appropriate, and regular testing and validation for accuracy and reliability. Section 4.14(o)(iii)(2) of the Pubco Disclosure Letter sets forth a list of all material Third-Party AI used or held for use by Pubco in the Pubco’s business. Except as has not been and would not reasonably be expected to be, individually or in the aggregate, to have a Pubco Material Adverse Effect, Pubco and the Pubco Subsidiaries have not: (1) used any Generative AI Tools in a manner that could reasonably be expected to adversely affect the ownership, validity, enforceability, registrability, or patentability of any Owned Pubco IP that Pubco or any Pubco Subsidiary intended to maintain as proprietary; or (2) used any Generative AI Tool in a manner that does not comply with the applicable license or other Contract terms governing its use by Pubco or the Pubco Subsidiary.