IP; Privacy and Data Security Clause Samples

IP; Privacy and Data Security. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, to the actual knowledge without inquiry of the individuals listed in Section 1.01(i) of the Company Disclosure Schedule, (a) the Company and its Subsidiaries, collectively, own, or have a valid and enforceable license to (in each case, free and clear of any Liens other than Permitted Liens and non-exclusive licenses issued in the ordinary course of business), all Intellectual Property used in, held for use in, or necessary for the conduct of their respective businesses as currently conducted, and (b) neither the Company nor any of its Subsidiaries has infringed, misappropriated or otherwise violated the Intellectual Property of any Person, and no Person is infringing, misappropriating, or otherwise violating the Intellectual Property of the Company or any of its Subsidiaries. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect: (a) The Company and its Subsidiaries have established reasonable policies and procedures regarding information security and data privacy, including administrative, technical, organizational and physical security designed to protect the security of the IT Assets and maintain the confidentiality of the Company Confidential Information against any unauthorized use or access. To the Knowledge of the Company, in the year prior to the date of this Agreement, neither the Company nor any of its Subsidiaries have suffered any material cybersecurity incident or data breach of the IT Assets resulting in the unauthorized disclosure by any Third Party of a material amount of personally identifiable information of the Company or any of its Subsidiaries which required providing notice to a Governmental Authority as required under applicable Information Privacy and Security Laws and no written notice or claim has been received by the Company or any of its Subsidiaries from any Third Party alleging any of the foregoing. (b) To the Knowledge of the Company, there is as of the date of this Agreement no claim, action, suit, order, investigation or proceeding pending against the Company or any of its Subsidiaries alleging any violation by the Company or any of its Subsidiaries of any applicable Information Privacy and Security Laws with respect to the information security or data security practices of the Company or any of its Subsidiaries.