Common use of Intellectual Property; Computer Software Clause in Contracts

Intellectual Property; Computer Software. (a) Schedule 5.12(A) hereto sets forth (i) a complete and correct list of all trademarks, trade names, service marks, service names, and brand names (whether or not any of the same are registered), and all patents and registered copyrights and all applications for the foregoing, if any, (setting forth the registration, issue or serial number of the patents and registered copyrights and a description of the same) applicable to or used in the business of the Company; (ii) the owner of such intellectual property and any registration thereof or application thereof; and (iii) a complete list of all licenses granted by or to the Company with respect to any of the above (identified by title, date and parties) (not inclusive of Customer Contracts). All such trademarks, trade names, service marks, service names, brand names, copyrights and patents are owned by the Company free and clear of all liens, claims, security interests and encumbrances, except for such liens, claims, security interests and encumbrances as would, individually or in the aggregate, not have a Material Adverse Effect. Except as set forth on Schedule 5.12(A), the Company is not currently in receipt of any notice of any violation of, and, to the Company's and Parent's knowledge, the Company is not violating the rights of others in any trademark, trade name, service mark, ▇▇pyright, patent, trade secret, know-how or other intangible asset, except such violations as, individually or in the aggregate, would not have a Material Adverse Effect. (b) Schedule 5.12(B) contains a complete and accurate list of all Owned Software. Except as set forth on Schedule 5.12(B), the Company has title to the Owned Software, free and clear of all claims, including claims or rights of employees, agents, consultants, inventors, customers, licensees or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software. Except as set forth on Schedule 5.12(B) and except for commercially available, over-the-counter "shrink-wrap" software, the Owned Software is not dependent on any Licensed Software (as defined in subsection (c) below) in order to operate fully in the manner in which it is intended. The source code to the Owned Software has not been published or disclosed to any other parties, except as set forth in the Customer Contracts or as set forth on Schedule 5.12(B), and except pursuant to contracts requiring such other parties to keep the Owned Software confidential. To the knowledge of the Company and Parent, no such other party has breached any such obligation of confidentiality. (c) Schedule 5.12(C) contains a complete and accurate list of all software (other than commercially available over-the-counter "shrink-wrap" software) under which the Company is a licensee, lessee or otherwise has obtained the right to use (the "Licensed Software"). The Company has the right and license to use, sublicense, modify and copy Licensed Software to the extent set forth in the respective license, lease or similar agreement pursuant to which the Licensed Software is licensed to the Company, free of any other limitations or encumbrances, and the Company is in compliance with all applicable provisions of such agreements, except for failures to comply which, individually or in the aggregate, would not have a Material Adverse Effect. Except as disclosed on Schedule 5.12(C), none of the Licensed Software has been incorporated into or made a part of any Owned Software or any other Licensed Software. The Company has not published or disclosed any Licensed Software to any other party except in accordance with and as permitted by any license, lease or similar agreement relating to the Licensed Software and except pursuant to contracts requiring such other parties to keep the Licensed Software confidential. No party to whom the Company has disclosed Licensed Software has, to the knowledge of the Company and Parent, breached such obligation of confidentiality, except for such publications and disclosures that, individually or in the aggregate, would not have a Material Adverse Effect. (d) The Owned Software and Licensed Software and commercially available over-the-counter "shrink-wrap" software constitute all software used in the businesses of the Company (collectively, the "Company Software"). The Transactions will not cause a breach or default under any licenses, leases or similar agreements relating to the Company Software or impair Purchaser's ability to use the Company Software in the same manner as such computer software is currently used by the Company. To the knowledge of the Company and Parent, (i) the Company is not infringing any intellectual property rights of any other person or entity with respect to the Company Software, and (ii) no other person or entity is infringing any intellectual property rights of the Company with respect to the Company Software, except for infringements that, individually or in the aggregate, would not have a Material Adverse Effect.

Intellectual Property; Computer Software. (ai) Schedule 5.12(A) hereto Exhibit C sets forth (i) a complete and correct list of (A) all trademarks, trade names, service marks, service user names, service names and brand names (whether or not any of the same are registered), and all patents and registered copyrights and patents, together with all registrations and applications for registrations of the foregoing, if any, (setting forth the registration, issue or serial number of the patents and registered copyrights and a description of the same) applicable to or used in the business of the CompanySoftLock; (iiB) the owner of such intellectual property and any registration thereof or application thereof; and (iiiC) a complete list of all licenses granted by or to the Company SoftLock with respect to any of the above (identified by titleabove. Except as set forth in Exhibit C, date and parties) (not inclusive of Customer Contracts). All all such trademarks, trade names, service marks, service names, user names, brand names, copyrights copyrights, and patents are owned by the Company SoftLock free and clear of all liens, claims, security interests interests, and encumbrances, except for such liens, claims, security interests and encumbrances as would, individually or in the aggregate, not have a Material Adverse Effect. Except as set forth on Schedule 5.12(A), the Company SoftLock is not currently in receipt of any notice of any violation of, and, to the Company's and Parent's best of its knowledge, the Company SoftLock is not violating violating, the rights of others in any trademark, trade name, service mark, ▇▇pyright▇▇, user name, copyright, patent, trade secret, know-how how, or other intangible asset, except such violations as, individually or in the aggregate, as would not have a Material Adverse Effectmaterial adverse effect. (bii) Schedule 5.12(B) Exhibit C contains a complete and accurate list of all software owned by SoftLock, ("Owned Software"). Except as set forth on Schedule 5.12(B)Exhibit C, the Company SoftLock has title to the Owned Software, free and clear of all claims, including claims or rights of employees, agents, consultants, inventors, customers, licensees licensees, or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software. Except as set forth on Schedule 5.12(B) Exhibit C, and except for commercially available, over-the-counter "shrink-wrap" software, the Owned Software is not dependent on any Licensed Software (as defined in subsection (ciii) below) in order to fully operate fully in the manner in which it is intended. The source code to the No Owned Software which is considered by SoftLock to be a trade secret has not been published or disclosed to any other parties, except as set forth in the Customer Contracts or as set forth on Schedule 5.12(B), and except pursuant to contracts requiring such other parties to keep the Owned Software confidential. To the knowledge best of the Company and ParentSoftlock's knowledge, no such other party has breached any such obligation of confidentiality. (c, except such breaches as would not have a material adverse effect. iii) Schedule 5.12(C) Exhibit C contains a complete and accurate list of all software (other than commercially available over-the-counter "shrink-wrap" software) under which the Company SoftLock is a licensee, lessee lessee, or otherwise has obtained the right to use (the "Licensed Software"). The Company Exhibit C also sets forth a list of all license, fees, rents, royalties, or other charges that SoftLock is required or obligated to pay with respect to Licensed Software. SoftLock has the right and license to use, sublicense, modify and copy Licensed Software to the extent as set forth in the respective license, lease or similar agreement pursuant to which the Licensed Software is licensed to the CompanySoftLock, free of any other limitations or encumbrances, and the Company is in compliance with all applicable provisions of such agreements, except for failures to comply which, individually or in the aggregate, would not have a Material Adverse Effect. Except as disclosed on Schedule 5.12(C), none of the Licensed Software has been incorporated into or made a part of any Owned Software or any other Licensed Software. The Company has not published or disclosed any Licensed Software to any other party except in accordance with and as permitted by any license, lease or similar agreement relating to the Licensed Software and except pursuant to contracts requiring such other parties to keep the Licensed Software confidential. No party to whom the Company has disclosed Licensed Software has, to the knowledge of the Company and Parent, breached such obligation of confidentiality, except for such publications and disclosures that, individually or in the aggregate, would not have a Material Adverse Effect.and (div) The Owned Software and Licensed Software and commercially available over-the-counter "shrink-wrap" software constitute all software used in the businesses business of the Company SoftLock (collectively, the "Company SoftLock Software"). The Transactions Exchange contemplated herein will not cause a breach or default under any licenses, leases or similar agreements relating to the Company SoftLock Software or impair PurchaserSoftLock's or Fieldcrest's ability to use the Company SoftLock Software in the same manner as such computer software is currently used by the CompanySoftLock. To the knowledge best of the Company and Parentits knowledge, (i) the Company SoftLock is not infringing any intellectual property rights of any other person or entity with respect to the Company SoftLock Software, and (ii) no other person or entity is infringing any intellectual property rights of the Company with respect to the Company Software, except for infringements that, individually or in the aggregate, would not have a Material Adverse Effect.

Intellectual Property; Computer Software. (a) Schedule 5.12(A6.12(A) hereto sets forth (i) a complete and correct list of all trademarks, trade names, service marks, service names, and brand names (whether or not any of the same are registered), and all patents and registered copyrights and all applications for the foregoing, if any, (setting forth the registration, issue or serial number of the patents and registered copyrights and a description of the same) applicable to or used in the business of the CompanyPurchaser; (ii) the owner of such intellectual property and any registration thereof or application thereof; and (iii) a complete list of all licenses granted by or to the Company Purchaser with respect to any of the above (identified by title, date and parties) (not inclusive of Customer Contracts). All such trademarks, trade names, service marks, service names, brand names, copyrights and patents are owned by the Company Purchaser free and clear of all liens, claims, security interests and encumbrances, except for such liens, claims, security interests and encumbrances as would, individually or in the aggregate, not have a Material Adverse Effect. Except as set forth on Schedule 5.12(A6.12(A), the Company Purchaser is not currently in receipt of any notice of any violation of, and, to the Company's and ParentPurchaser's knowledge, the Company Purchaser is not violating the rights of others in any trademark, trade name, service mark, ▇▇pyright, patent, trade secret, know-how or other intangible asset, except such violations as, individually or in the aggregate, would not have a Material Adverse Effect. (b) Schedule 5.12(B6.12(B) contains a complete and accurate list of all Owned Software. Except as set forth on Schedule 5.12(B6.12(B), the Company Purchaser has title to the Owned Software, free and clear of all claims, including claims or rights of employees, agents, consultants, inventors, customers, licensees or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software. Except as set forth on Schedule 5.12(B6.12(B) and except for commercially available, over-the-counter "shrink-wrap" software, the Owned Software is not dependent on any Licensed Software (as defined in subsection (c) below) in order to operate fully in the manner in which it is intended. The source code to the Owned Software has not been published or disclosed to any other parties, except as set forth in the Customer Contracts or as set forth on Schedule 5.12(B6.12(B), and except pursuant to contracts requiring such other parties to keep the Owned Software confidential. To the knowledge of the Company and ParentPurchaser, no such other party has breached any such obligation of confidentiality. (c) Schedule 5.12(C6.12(C) contains a complete and accurate list of all software (other than commercially available over-the-counter "shrink-wrap" software) under which the Company is a licensee, lessee or otherwise has obtained the right to use (the "Licensed Software"). The Company Purchaser has the right and license to use, sublicense, modify and copy Licensed Software to the extent set forth in the respective license, lease or similar agreement pursuant to which the Licensed Software is licensed to the CompanyPurchaser, free of any other limitations or encumbrances, and the Company Purchaser is in compliance with all applicable provisions of such agreementsagreement, except for failures to comply which, individually or in the aggregate, would not have a Material Adverse Effect. Except as disclosed on Schedule 5.12(C6.12(C), none of the Licensed Software has been incorporated into or made a part of any Owned Software or any other Licensed Software. The Company Purchaser has not published or disclosed any Licensed Software to any other party except in accordance with and as permitted by any license, lease or similar agreement relating to the Licensed Software and except pursuant to contracts requiring such other parties to keep the Licensed Software confidential. No party to whom the Company Purchaser has disclosed Licensed Software has, to the knowledge of the Company and ParentPurchaser, breached such obligation of confidentiality, except for such publications and disclosures that, individually or in the aggregate, would not have a Material Adverse Effect. (d) The Owned Software and Licensed Software and commercially available over-the-counter "shrink-wrap" software constitute all software used in the businesses of the Company Purchaser (collectively, the "Company Purchaser Software"). The Transactions will not cause a breach or default under any licenses, leases or similar agreements relating to the Company Purchaser Software or impair Purchaser's ability to use the Company Purchaser Software in the same manner as such computer software is currently used by the CompanyPurchaser. To the knowledge of the Company and ParentPurchaser, (i) the Company Purchaser is not infringing any intellectual property rights of any other person or entity with respect to the Company Purchaser Software, and (ii) no other person or entity is infringing any intellectual property rights of the Company Purchaser with respect to the Company Purchaser Software, except for infringements that, individually or in the aggregate, would not have a Material Adverse Effect.

Intellectual Property; Computer Software. (a) Schedule 5.12(A5.12(a) hereto sets forth (i) a complete and correct list of all trademarks, trade names, service marks, service names, and brand names (whether or not any of the same are registered), and all patents and registered copyrights and all applications for the foregoing, if any, (setting forth the registration, issue or serial number of the patents and registered copyrights and a description of the same) applicable to or used in the business of the Company; (ii) the owner of such intellectual property and any registration thereof or application thereof; and (iii) a complete list of all licenses granted by or to the Company with respect to any of the above (identified by title, date and parties) (not inclusive of Customer Contracts). All such trademarks, trade names, service marks, service names, brand names, copyrights and patents are owned by the Company free and clear of all liens, claims, security interests and encumbrances, except for such liens, claims, security interests and encumbrances as would, individually or in the aggregate, not have a Company Material Adverse Effect. Except as set forth on Schedule 5.12(A5.12(a), the Company is not currently in receipt of any notice of any violation of, and, to the Company's and Parent's knowledge, the Company is not violating the rights of others in any trademark, trade name, service mark, ▇▇pyrightcopyright, patent, trade ▇▇▇de secret, know-how or other intangible asset, except such violations as, individually or in the aggregate, would not have a Company Material Adverse Effect. (b) Schedule 5.12(B5.12(b) contains a complete and accurate list of all Owned Software. Except as set forth on Schedule 5.12(B5.12(b), the Company has title to the Owned Software, free and clear of all claims, including claims or rights of employees, agents, consultants, inventors, customers, licensees or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software. Except as set forth on Schedule 5.12(B5.12(b) and except for commercially available, over-the-counter "shrink-wrap" software, the Owned Software is not dependent on any Licensed Software (as defined in subsection (c) below) in order to operate fully in the manner in which it is intended. The source code to the Owned Software has not been published or disclosed to any other parties, except as set forth in the Customer Contracts or as set forth on Schedule 5.12(B5.12(b), and except pursuant to contracts requiring such other parties to keep the Owned Software confidential. To the knowledge of the Company and ParentCompany, no such other party has breached any such obligation of confidentiality. (c) Schedule 5.12(C5.12(c) contains a complete and accurate list of all software (other than commercially available over-the-counter "shrink-wrap" software) under which the Company is a licensee, lessee or otherwise has obtained the right to use (the "Licensed Software"). The Company has the right and license to use, sublicense, modify and copy Licensed Software to the extent set forth in the respective license, lease or similar agreement pursuant to which the Licensed Software is licensed to the Company, free of any other limitations or encumbrances, and the Company is in compliance with all applicable provisions of such agreements, except for failures to comply which, individually or in the aggregate, would not have a Company Material Adverse Effect. Except as disclosed on Schedule 5.12(C5.12(c), none of the Licensed Software has been incorporated into or made a part of any Owned Software or any other Licensed Software. The Except for such publications and disclosures that, individually or in the aggregate, would not have a Company Material Adverse Effect, the Company has not published or disclosed any Licensed Software to any other party except in accordance with and as permitted by any license, lease or similar agreement relating to the Licensed Software and except pursuant to contracts requiring such other parties to keep the Licensed Software confidential. No party to whom the Company has disclosed Licensed Software has, to the knowledge of the Company and Parent, breached such obligation of confidentiality, except Except for such publications and disclosures that, individually or in the aggregate, would not have a Company Material Adverse Effect, no party to whom the Company has disclosed Licensed Software has, to the knowledge of the Company, breached such obligation of confidentiality. (d) The Owned Software and Licensed Software and commercially available over-the-counter "shrink-wrap" software constitute all software used in the businesses of the Company (collectively, the "Company Software"). The Transactions will not cause a breach or default under any licenses, leases or similar agreements relating to the Company Software or impair Purchaser's ability to use the Company Software in the same manner as such computer software is currently used by the Company. To the knowledge of the Company and ParentCompany, (i) the Company is not infringing any intellectual property rights of any other person or entity with respect to the Company Software, and (ii) no other person or entity is infringing any intellectual property rights of the Company with respect to the Company Software, except for infringements that, individually or in the aggregate, would not have a Company Material Adverse Effect.

Intellectual Property; Computer Software. (a) Schedule 5.12(A2.12(A) hereto sets forth (i) a complete and correct list list, as of March 7, 2000, of (i) all trademarks, trade names, service marks, service names, and brand names (whether or not any of the same are registered), and all patents and registered copyrights and all applications for the foregoing, if any, (setting forth the registration, issue or serial number of the patents and registered copyrights and a description of the same) applicable to or used in the business of the Company; (ii) the owner of such intellectual property and any registration thereof or application thereof; and (iii) a complete list of all licenses granted by or to the Company with respect to any of the above (identified by title, date and parties) (not inclusive of Customer Contracts). All such trademarks, trade names, service marks, service names, brand names, copyrights and patents are owned by the Company free and clear of all liens, claims, security interests and encumbrances, except for such liens, claims, security interests and encumbrances as would, individually or in the aggregate, not have a Material Adverse Effect. Except as set forth on Schedule 5.12(A2.12(A), the Company is not currently in receipt of any notice of any violation of, and, to the Company's and Parent's knowledge, the Company is not violating the rights of others in any trademark, trade name, service mark, ▇▇pyright▇▇, copyright, patent, trade secret, know-how or other intangible asset, except such violations as, individually or in the aggregate, would not have a Material Adverse Effect. (b) Schedule 5.12(B2.12(B) contains a complete and accurate list of all Owned SoftwareSoftware as of March 7, 2000. Except as set forth on Schedule 5.12(B2.12(B), the Company has title to the Owned Software, free and clear of all claims, including claims or rights of employees, agents, consultants, inventors, customers, licensees or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software. Except as set forth on Schedule 5.12(B2.12(B) and except for commercially available, over-the-counter "shrink-wrap" software, the Owned Software is not dependent on any Licensed Software (as defined in subsection (c) below) in order to operate fully in the manner in which it is intended. The source code to the Owned Software has not been published or disclosed to any other parties, except as set forth in the Customer Contracts or as set forth on Schedule 5.12(B2.12(B), and except pursuant to contracts requiring such other parties to keep the Owned Software confidential. To the knowledge of the Company and ParentCompany, no such other party has breached any such obligation of confidentiality. (c) Schedule 5.12(C2.12(C) contains a complete and accurate list as of March 7, 2000 of all software (other than commercially available over-the-counter "shrink-wrap" software) under which the Company is a licensee, lessee or otherwise has obtained the right to use (the "Licensed Software"). The Company has the right and license to use, sublicense, modify and copy Licensed Software to the extent set forth in the respective license, lease or similar agreement pursuant to which the Licensed Software is licensed to the Company, free of any other limitations or encumbrances, and the Company is in compliance with all applicable provisions of such agreementsagreement, except for failures to comply which, individually or in the aggregate, would not have a Material Adverse Effect. Except as disclosed on Schedule 5.12(C2.12(C), none of the Licensed Software has been incorporated into or made a part of any Owned Software or any other Licensed Software. The Company has not published or disclosed any Licensed Software to any other party except in accordance with and as permitted by any license, lease or similar agreement relating to the Licensed Software and except pursuant to contracts requiring such other parties to keep the Licensed Software confidential. No party to whom the Company has disclosed Licensed Software has, to the knowledge of the Company and ParentCompany, breached such obligation of confidentiality, except for such publications and disclosures that, individually or in the aggregate, would not have a Material Adverse Effect. (d) The Owned Software and Licensed Software and commercially available over-the-counter "shrink-wrap" software constitute all software used in the businesses of the Company (collectively, the "Company Software"). The Transactions will not cause a breach or default under any licenses, leases or similar agreements relating to the Company Software or impair Purchaserthe Company's ability to use the Company Software in the same manner as such computer software is currently used by the Company. To the knowledge of the Company and ParentCompany, (i) the Company is not infringing any intellectual property rights of any other person or entity with respect to the Company Software, and (ii) no other person or entity is infringing any intellectual property rights of the Company with respect to the Company Software, except for infringements that, individually or in the aggregate, would not have a Material Adverse Effect.

Intellectual Property; Computer Software. (a) Schedule 5.12(A2.12(A) hereto sets forth (i) a complete and correct list list, as of March 7, 2000, of (i) all trademarks, trade names, service marks, service names, and brand names (whether or not any of the same are registered), and all patents and registered copyrights and all applications for the foregoing, if any, (setting forth the registration, issue or serial number of the patents and registered copyrights and a description of the same) applicable to or used in the business of the Company; (ii) the owner of such intellectual property and any registration thereof or application thereof; and (iii) a complete list of all licenses granted by or to the Company with respect to any of the above (identified by title, date and parties) (not inclusive of Customer Contracts). All such trademarks, trade names, service marks, service names, brand names, copyrights and patents are owned by the Company free and clear of all liens, claims, security interests and encumbrances, except for such liens, claims, security interests and encumbrances as would, individually or in the aggregate, not have a Material Adverse Effect. Except as set forth on Schedule 5.12(A2.12(A), the Company is not currently in receipt of any notice of any violation of, and, to the Company's and Parent's knowledge, the Company is not violating the rights of others in any trademark, trade name, service mark, ▇▇pyright, patent, trade secret, know-how or other intangible asset, except such violations as, individually or in the aggregate, would not have a Material Adverse Effect. (b) Schedule 5.12(B2.12(B) contains a complete and accurate list of all Owned SoftwareSoftware as of March 7, 2000. Except as set forth on Schedule 5.12(B2.12(B), the Company has title to the Owned Software, free and clear of all claims, including claims or rights of employees, agents, consultants, inventors, customers, licensees or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software. Except as set forth on Schedule 5.12(B2.12(B) and except for commercially available, over-the-counter "shrink-wrap" software, the Owned Software is not dependent on any Licensed Software (as defined in subsection (c) below) in order to operate fully in the manner in which it is intended. The source code to the Owned Software has not been published or disclosed to any other parties, except as set forth in the Customer Contracts or as set forth on Schedule 5.12(B2.12(B), and except pursuant to contracts requiring such other parties to keep the Owned Software confidential. To the knowledge of the Company and ParentCompany, no such other party has breached any such obligation of confidentiality. (c) Schedule 5.12(C2.12(C) contains a complete and accurate list as of March 7, 2000 of all software (other than commercially available over-the-counter "shrink-wrap" software) under which the Company is a licensee, lessee or otherwise has obtained the right to use (the "Licensed Software"). The Company has the right and license to use, sublicense, modify and copy Licensed Software to the extent set forth in the respective license, lease or similar agreement pursuant to which the Licensed Software is licensed to the Company, free of any other limitations or encumbrances, and the Company is in compliance with all applicable provisions of such agreementsagreement, except for failures to comply which, individually or in the aggregate, would not have a Material Adverse Effect. Except as disclosed on Schedule 5.12(C2.12(C), none of the Licensed Software has been incorporated into or made a part of any Owned Software or any other Licensed Software. The Company has not published or disclosed any Licensed Software to any other party except in accordance with and as permitted by any license, lease or similar agreement relating to the Licensed Software and except pursuant to contracts requiring such other parties to keep the Licensed Software confidential. No party to whom the Company has disclosed Licensed Software has, to the knowledge of the Company and Parent, breached such obligation of confidentiality, except for such publications and disclosures that, individually or in the aggregate, would not have a Material Adverse Effect. (d) The Owned Software and Licensed Software and commercially available over-the-counter "shrink-wrap" software constitute all software used in the businesses of the Company (collectively, the "Company Software"). The Transactions will not cause a breach or default under any licenses, leases or similar agreements relating to the Company Software or impair Purchaser's ability to use the Company Software in the same manner as such computer software is currently used by the Company. To the knowledge of the Company and Parent, (i) the Company is not infringing any intellectual property rights of any other person or entity with respect to the Company Software, and (ii) no other person or entity is infringing any intellectual property rights of the Company with respect to the Company Software, except for infringements that, individually or in the aggregate, would not have a Material Adverse Effect.disclosed

Intellectual Property; Computer Software. (a) Schedule 5.12(A) hereto sets forth (i) a complete and correct list of all trademarks, trade names, service marks, service names, and brand names (whether or not any of the same are registered), and all patents and registered copyrights and all applications for the foregoing, if any, (setting forth the registration, issue or serial number of the patents and registered copyrights and a description of the same) applicable to or used in the business of the Company; (ii) the owner of such intellectual property and any registration thereof or application thereof; and (iii) a complete list of all licenses granted by or to the Company with respect to any of the above (identified by title, date and parties) (not inclusive of Customer Contracts). All such trademarks, trade names, service marks, service names, brand names, copyrights and patents are owned by the Company free and clear of all liens, claims, security interests and encumbrances, except for such liens, claims, security interests and encumbrances as would, individually or in the aggregate, not have a Material Adverse Effect. Except as set forth on Schedule 5.12(A), the Company is not currently in receipt of any notice of any violation of, and, to the Company's and Parent's knowledge, the Company is not violating the rights of others in any trademark, trade name, service mark, ▇▇pyrightcopyright, patent, trade secret, know-how or other intangible intan▇▇▇▇e asset, except such violations as, individually or in the aggregate, would not have a Material Adverse Effect. (b) Schedule 5.12(B) contains a complete and accurate list of all Owned Software. Except as set forth on Schedule 5.12(B), the Company has title to the Owned Software, free and clear of all claims, including claims or rights of employees, agents, consultants, inventors, customers, licensees or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software. Except as set forth on Schedule 5.12(B) and except for commercially available, over-the-counter "shrink-wrap" software, the Owned Software is not dependent on any Licensed Software (as defined in subsection (c) below) in order to operate fully in the manner in which it is intended. The source code to the Owned Software has not been published or disclosed to any other parties, except as set forth in the Customer Contracts or as set forth on Schedule 5.12(B), and except pursuant to contracts requiring such other parties to keep the Owned Software confidential. To the knowledge of the Company and Parent, no such other party has breached any such obligation of confidentiality. (c) Schedule 5.12(C) contains a complete and accurate list of all software (other than commercially available over-the-counter "shrink-wrap" software) under which the Company is a licensee, lessee or otherwise has obtained the right to use (the "Licensed Software"). The Company has the right and license to use, sublicense, modify and copy Licensed Software to the extent set forth in the respective license, lease or similar agreement pursuant to which the Licensed Software is licensed to the Company, free of any other limitations or encumbrances, and the Company is in compliance with all applicable provisions of such agreements, except for failures to comply which, individually or in the aggregate, would not have a Material Adverse Effect. Except as disclosed on Schedule 5.12(C), none of the Licensed Software has been incorporated into or made a part of any Owned Software or any other Licensed Software. The Company has not published or disclosed any Licensed Software to any other party except in accordance with and as permitted by any license, lease or similar agreement relating to the Licensed Software and except pursuant to contracts requiring such other parties to keep the Licensed Software confidential. No party to whom the Company has disclosed Licensed Software has, to the knowledge of the Company and Parent, breached such obligation of confidentiality, except for such publications and disclosures that, individually or in the aggregate, would not have a Material Adverse Effect. (d) The Owned Software and Licensed Software and commercially available over-the-counter "shrink-wrap" software constitute all software used in the businesses of the Company (collectively, the "Company Software"). The Transactions will not cause a breach or default under any licenses, leases or similar agreements relating to the Company Software or impair Purchaser's ability to use the Company Software in the same manner as such computer software is currently used by the Company. To the knowledge of the Company and Parent, (i) the Company is not infringing any intellectual property rights of any other person or entity with respect to the Company Software, and (ii) no other person or entity is infringing any intellectual property rights of the Company with respect to the Company Software, except for infringements that, individually or in the aggregate, would not have a Material Adverse Effect.

Intellectual Property; Computer Software. (a) Schedule 5.12(A) hereto sets forth (i) a complete and correct list of all trademarks, trade names, service marks, service names, and brand names (whether or not any of the same are registered), and all patents and registered copyrights and all applications for the foregoing, if any, (setting forth the registration, issue or serial number of the patents and registered copyrights and a description of the same) applicable to or used in the business of the Company; (ii) the owner of such intellectual property and any registration thereof or application thereof; and (iii) a complete list of all licenses granted by or to the Company with respect to any of the above (identified by title, date and parties) (not inclusive of Customer Contracts). All such trademarks, trade names, service marks, service names, brand names, copyrights and patents are owned by the Company free and clear of all liens, claims, security interests and encumbrances, except for such liens, claims, security interests and encumbrances as would, individually or in the aggregate, not have a Material Adverse Effect. Except as set forth on Schedule 5.12(A), the Company is not currently in receipt of any notice of any violation of, and, to the Company's and Parent's knowledge, the Company is not violating the rights of others in any trademark, trade name, service mark, ▇▇pyright▇▇, copyright, patent, trade secret, know-how or other intangible asset, except such violations as, individually or in the aggregate, would not have a Material Adverse Effect. (b) Schedule 5.12(B) contains a complete and accurate list of all Owned Software. Except as set forth on Schedule 5.12(B), the Company has title to the Owned Software, free and clear of all claims, including claims or rights of employees, agents, consultants, inventors, customers, licensees or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software. Except as set forth on Schedule 5.12(B) and except for commercially available, over-the-counter "shrink-wrap" software, the Owned Software is not dependent on any Licensed Software (as defined in subsection (c) below) in order to operate fully in the manner in which it is intended. The source code to the Owned Software has not been published or disclosed to any other parties, except as set forth in the Customer Contracts or as set forth on Schedule 5.12(B), and except pursuant to contracts requiring such other parties to keep the Owned Software confidential. To the knowledge of the Company and Parent, no such other party has breached any such obligation of confidentiality. (c) Schedule 5.12(C) contains a complete and accurate list of all software (other than commercially available over-the-counter "shrink-wrap" software) under which the Company is a licensee, lessee or otherwise has obtained the right to use (the "Licensed Software"). The Company has the right and license to use, sublicense, modify and copy Licensed Software to the extent set forth in the respective license, lease or similar agreement pursuant to which the Licensed Software is licensed to the Company, free of any other limitations or encumbrances, and the Company is in compliance with all applicable provisions of such agreements, except for failures to comply which, individually or in the aggregate, would not have a Material Adverse Effect. Except as disclosed on Schedule 5.12(C), none of the Licensed Software has been incorporated into or made a part of any Owned Software or any other Licensed Software. The Company has not published or disclosed any Licensed Software to any other party except in accordance with and as permitted by any license, lease or similar agreement relating to the Licensed Software and except pursuant to contracts requiring such other parties to keep the Licensed Software confidential. No party to whom the Company has disclosed Licensed Software has, to the knowledge of the Company and Parent, breached such obligation of confidentiality, except for such publications and disclosures that, individually or in the aggregate, would not have a Material Adverse Effect. (d) The Owned Software and Licensed Software and commercially available over-the-counter "shrink-wrap" software constitute all software used in the businesses of the Company (collectively, the "Company Software"). The Transactions will not cause a breach or default under any licenses, leases or similar agreements relating to the Company Software or impair Purchaser's ability to use the Company Software in the same manner as such computer software is currently used by the Company. To the knowledge of the Company and Parent, (i) the Company is not infringing any intellectual property rights of any other person or entity with respect to the Company Software, and (ii) no other person or entity is infringing any intellectual property rights of the Company with respect to the Company Software, except for infringements that, individually or in the aggregate, would not have a Material Adverse Effect.

Intellectual Property; Computer Software. (a) Schedule 5.12(A6.12(A) hereto sets forth (i) a complete and correct list of all trademarks, trade names, service marks, service names, and brand names (whether or not any of the same are registered), and all patents and registered copyrights and all applications for the foregoing, if any, (setting forth the registration, issue or serial number of the patents and registered copyrights and a description of the same) applicable to or used in the business of the CompanyPurchaser; (ii) the owner of such intellectual property and any registration thereof or application thereof; and (iii) a complete list of all licenses granted by or to the Company Purchaser with respect to any of the above (identified by title, date and parties) (not inclusive of Customer Contracts). All such trademarks, trade names, service marks, service names, brand names, copyrights and patents are owned by the Company Purchaser free and clear of all liens, claims, security interests and encumbrances, except for such liens, claims, security interests and encumbrances as would, individually or in the aggregate, not have a Material Adverse Effect. Except as set forth on Schedule 5.12(A6.12(A), the Company Purchaser is not currently in receipt of any notice of any violation of, and, to the Company's and ParentPurchaser's knowledge, the Company Purchaser is not violating the rights of others in any trademark, trade name, service mark, ▇▇pyright▇▇, copyright, patent, trade secret, know-how or other intangible asset, except such violations as, individually or in the aggregate, would not have a Material Adverse Effect. (b) Schedule 5.12(B6.12(B) contains a complete and accurate list of all Owned Software. Except as set forth on Schedule 5.12(B6.12(B), the Company Purchaser has title to the Owned Software, free and clear of all claims, including claims or rights of employees, agents, consultants, inventors, customers, licensees or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software. Except as set forth on Schedule 5.12(B6.12(B) and except for commercially available, over-the-counter "shrink-wrap" software, the Owned Software is not dependent on any Licensed Software (as defined in subsection (c) below) in order to operate fully in the manner in which it is intended. The source code to the Owned Software has not been published or disclosed to any other parties, except as set forth in the Customer Contracts or as set forth on Schedule 5.12(B6.12(B), and except pursuant to contracts requiring such other parties to keep the Owned Software confidential. To the knowledge of the Company and ParentPurchaser, no such other party has breached any such obligation of confidentiality. (c) Schedule 5.12(C6.12(C) contains a complete and accurate list of all software (other than commercially available over-the-counter "shrink-wrap" software) under which the Company is a licensee, lessee or otherwise has obtained the right to use (the "Licensed Software"). The Company Purchaser has the right and license to use, sublicense, modify and copy Licensed Software to the extent set forth in the respective license, lease or similar agreement pursuant to which the Licensed Software is licensed to the CompanyPurchaser, free of any other limitations or encumbrances, and the Company Purchaser is in compliance with all applicable provisions of such agreementsagreement, except for failures to comply which, individually or in the aggregate, would not have a Material Adverse Effect. Except as disclosed on Schedule 5.12(C6.12(C), none of the Licensed Software has been incorporated into or made a part of any Owned Software or any other Licensed Software. The Company Purchaser has not published or disclosed any Licensed Software to any other party except in accordance with and as permitted by any license, lease or similar agreement relating to the Licensed Software and except pursuant to contracts requiring such other parties to keep the Licensed Software confidential. No party to whom the Company Purchaser has disclosed Licensed Software has, to the knowledge of the Company and ParentPurchaser, breached such obligation of confidentiality, except for such publications and disclosures that, individually or in the aggregate, would not have a Material Adverse Effect. (d) The Owned Software and Licensed Software and commercially available over-the-counter "shrink-wrap" software constitute all software used in the businesses of the Company Purchaser (collectively, the "Company Purchaser Software"). The Transactions will not cause a breach or default under any licenses, leases or similar agreements relating to the Company Purchaser Software or impair Purchaser's ability to use the Company Purchaser Software in the same manner as such computer software is currently used by the CompanyPurchaser. To the knowledge of the Company and ParentPurchaser, (i) the Company Purchaser is not infringing any intellectual property rights of any other person or entity with respect to the Company Purchaser Software, and (ii) no other person or entity is infringing any intellectual property rights of the Company Purchaser with respect to the Company Purchaser Software, except for infringements that, individually or in the aggregate, would not have a Material Adverse Effect.

Intellectual Property; Computer Software. (a) Schedule 5.12(A6.12(A) hereto sets forth (i) a complete and correct list of all trademarks, trade names, service marks, service names, and brand names (whether or not any of the same are registered), and all patents and registered copyrights and all applications for the foregoing, if any, (setting forth the registration, issue or serial number of the patents and registered copyrights and a description of the same) applicable to or used in the business of the CompanyPurchaser; (ii) the owner of such intellectual property and any registration thereof or application thereof; and (iii) a complete list of all licenses granted by or to the Company Purchaser with respect to any of the above (identified by title, date and parties) (not inclusive of Customer Contracts). All such trademarks, trade names, service marks, service names, brand names, copyrights and patents are owned by the Company Purchaser free and clear of all liens, claims, security interests and encumbrances, except for such liens, claims, security interests and encumbrances as would, individually or in the aggregate, not have a Material Adverse Effect. Except as set forth on Schedule 5.12(A6.12(A), the Company Purchaser is not currently in receipt of any notice of any violation of, and, to the Company's and ParentPurchaser's knowledge, the Company Purchaser is not violating the rights of others in any trademark, trade name, service mark, ▇▇pyrightcopyright, patent, trade secret, know-how or other intangible assetintangibl▇ ▇▇set, except such violations as, individually or in the aggregate, would not have a Material Adverse Effect. (b) Schedule 5.12(B6.12(B) contains a complete and accurate list of all Owned Software. Except as set forth on Schedule 5.12(B6.12(B), the Company Purchaser has title to the Owned Software, free and clear of all claims, including claims or rights of employees, agents, consultants, inventors, customers, licensees or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software. Except as set forth on Schedule 5.12(B6.12(B) and except for commercially available, over-the-counter "shrink-wrap" software, the Owned Software is not dependent on any Licensed Software (as defined in subsection (c) below) in order to operate fully in the manner in which it is intended. The source code to the Owned Software has not been published or disclosed to any other parties, except as set forth in the Customer Contracts or as set forth on Schedule 5.12(B6.12(B), and except pursuant to contracts requiring such other parties to keep the Owned Software confidential. To the knowledge of the Company and ParentPurchaser, no such other party has breached any such obligation of confidentiality. (c) Schedule 5.12(C6.12(C) contains a complete and accurate list of all software (other than commercially available over-the-counter "shrink-wrap" software) under which the Company is a licensee, lessee or otherwise has obtained the right to use (the "Licensed Software"). The Company Purchaser has the right and license to use, sublicense, modify and copy Licensed Software to the extent set forth in the respective license, lease or similar agreement pursuant to which the Licensed Software is licensed to the CompanyPurchaser, free of any other limitations or encumbrances, and the Company Purchaser is in compliance with all applicable provisions of such agreementsagreement, except for failures to comply which, individually or in the aggregate, would not have a Material Adverse Effect. Except as disclosed on Schedule 5.12(C6.12(C), none of the Licensed Software has been incorporated into or made a part of any Owned Software or any other Licensed Software. The Company Purchaser has not published or disclosed any Licensed Software to any other party except in accordance with and as permitted by any license, lease or similar agreement relating to the Licensed Software and except pursuant to contracts requiring such other parties to keep the Licensed Software confidential. No party to whom the Company Purchaser has disclosed Licensed Software has, to the knowledge of the Company and ParentPurchaser, breached such obligation of confidentiality, except for such publications and disclosures that, individually or in the aggregate, would not have a Material Adverse Effect. (d) The Owned Software and Licensed Software and commercially available over-the-counter "shrink-wrap" software constitute all software used in the businesses of the Company Purchaser (collectively, the "Company Purchaser Software"). The Transactions will not cause a breach or default under any licenses, leases or similar agreements relating to the Company Purchaser Software or impair Purchaser's ability to use the Company Purchaser Software in the same manner as such computer software is currently used by the CompanyPurchaser. To the knowledge of the Company and ParentPurchaser, (i) the Company Purchaser is not infringing any intellectual property rights of any other person or entity with respect to the Company Purchaser Software, and (ii) no other person or entity is infringing any intellectual property rights of the Company Purchaser with respect to the Company Purchaser Software, except for infringements that, individually or in the aggregate, would not have a Material Adverse Effect.