Common use of Proprietary Assets Clause in Contracts

Proprietary Assets. “Proprietary Assets” shall mean all patents, patent applications, trademarks, service marks, trade names, domain names, copyrights, copyright registrations and applications and all other rights corresponding thereto, inventions, databases and all rights therein, all computer software including all source code, object code, firmware, development tools, files, records and data, including all media on which any of the foregoing is stored, formulas, designs, trade secrets, confidential and proprietary information, proprietary rights, know-how and processes of a company, and all documentation related to any of the foregoing. Details of all registered Proprietary Assets owned by or licensed to the Group Companies are set out in Section 4.13 of the Disclosure Schedule. Complete and accurate copies of all documentation by which the Group Companies acquired from any third party ownership of or right to use any of such Proprietary Assets are annexed to the Disclosure Schedule, and no material claim under any of such documentation has been made. Except as disclosed in the Disclosure Schedule, each Group Company (i) has independently developed and owns free and clear of all material claims, security interests, liens or other encumbrances, or (ii) has a valid right or license to use, all Proprietary Assets necessary and appropriate for its business as now conducted and without any conflict with or infringement of the rights of others. Except as disclosed in the Disclosure Schedule and those royalties or other payments paid in the Group Company’s ordinary course of business, no Group Company is obligated to pay any royalties or other payments to any person in respect of Proprietary Assets used by the Group Companies. No Group Company is, in any material respect, in breach of any Proprietary Assets license agreement or of any agreement under which any confidential business information was or is to be made available to it. The Proprietary Assets owned by and licensed to the Group Companies are sufficient for the Group Companies as a whole to carry on their business as currently conducted.

Proprietary Assets. “Proprietary Assets” shall mean all patents, patent applications, trademarks, service marks, trade names, domain names, copyrights, copyright registrations and applications and all other rights corresponding thereto, inventions, databases and all rights therein, all computer software including all source code, object code, firmware, development tools, files, records and data, including all media on which any of the foregoing is stored, formulas, designs, trade secrets, confidential and proprietary information, proprietary rights, know-how and processes of a company, and all documentation related to any of the foregoing. Details of all registered Proprietary Assets owned by or licensed to the Group Companies are set out in Section 4.13 of the Disclosure Schedule. Complete and accurate copies of all documentation by which the Group Companies acquired from any third party ownership of or right to use any of such Proprietary Assets are annexed to the Disclosure Schedule, and no material claim under any of such documentation has been made. Except as disclosed in the Disclosure Schedule, each Group Company (i) has independently developed and owns free and clear of all material claims, security interests, liens or other encumbrances, or (ii) has a valid right or license to use, all Proprietary Assets necessary and appropriate for its business as now conducted and without any conflict with or infringement of the rights of others. Except as disclosed in the Disclosure Schedule and those royalties or other payments paid in the Group Company’s ordinary course of business, no Group Company is obligated to pay any royalties or other payments to any person Person in respect of Proprietary Assets used by the Group Companies. No Group Company is, in any material respect, in breach of any Proprietary Assets license agreement or of any agreement under which any confidential business information was or is to be made available to it. The Proprietary Assets owned by and licensed to the Group Companies are sufficient for the Group Companies as a whole to carry on their business as currently conducted.

Proprietary Assets. “Proprietary Assets” shall mean The Company has full title and ownership of or licenses to all patents, patent applications, trademarks, service marks, trade names, domain names, copyrights, copyright registrations and applications and all other rights corresponding theretomoral rights, inventionsmask works, databases and all rights thereintrade secrets, all computer software including all source code, object code, firmware, development tools, files, records and data, including all media on which any compositions of the foregoing is stored, matter formulas, designs, trade secrets, confidential and proprietary information, proprietary rights, know-how and processes of a company, and all documentation related to any of the foregoing. Details of all registered ("Proprietary Assets owned by or licensed to the Group Companies are set out in Section 4.13 of the Disclosure Schedule. Complete and accurate copies of all documentation by which the Group Companies acquired from any third party ownership of or right to use any of such Proprietary Assets are annexed to the Disclosure Schedule, and no material claim under any of such documentation has been made. Except as disclosed in the Disclosure Schedule, each Group Company (iAssets") has independently developed and owns free and clear of all material claims, security interests, liens or other encumbrances, or (ii) has a valid right or license to use, all Proprietary Assets necessary and appropriate for its business as now conducted and and, except for such items as have yet to be conceived or developed by the Company or that are expected to be generally commercially available for licensing on reasonable terms from third parties, as currently proposed to be conducted, without any conflict with or infringement of the rights of others. Except as disclosed , and the Company has taken and in the Disclosure Schedule future will use its best efforts to take, all steps reasonably necessary to preserve its legal rights in, and those royalties the secrecy of, all its Proprietary Assets. There are no outstanding options, licenses, or agreements of any kind relating to the Proprietary Assets, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the Proprietary Assets of any other payments paid in the Group Company’s ordinary course person or entity, except for commercially available end- user, object code, internal-use software license and support/maintenance agreements with respect to such proprietary rights of business, no Group any other person or entity. The Company is not obligated to pay any royalties or other payments to any person in third parties with respect of Proprietary Assets used by to the Group Companies. No Group Company ismarketing, in any material respectsale, in breach distribution, manufacture, license or use of any Proprietary Assets license agreement Asset or any other proprietary rights. To the best of the Company's knowledge, the Company has not violated or infringed, and is not currently violating or infringing any Proprietary Asset of any agreement other person or entity. The Company has not received any communications alleging that the Company or any of its employees has violated or infringed or, by conducting its business as proposed, would violate or infringe any of the Proprietary Assets of any other person or entity. To the best of its knowledge with respect to its Proprietary Assets the Company has not violated or, by conducting its business as currently proposed, would not violate, any of the Proprietary Assets of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, or any other restriction that would materially interfere with the use of his or her best efforts to carry out his or her duties for the Company or to promote the interests of the Company or that would conflict with the Company's business as proposed to be conducted. Neither the execution nor delivery of this Agreement, the Ancillary Agreements, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as proposed, will, to the best of the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a material default under, any contract, covenant or instrument under which any confidential business information was or of such employees is to be made available to itnow obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company. To the best of the Company's knowledge, at no time during the conception or reduction of any of the Company's Proprietary Assets owned to practice was any developer, inventor or other contributor to such patents operating under any grants from any governmental entity or agency or private source, performing research sponsored by and licensed any governmental entity or agency or private source or subject to any employment agreement or invention assignment or nondisclosure agreement or other obligation with any third party that could adversely affect the Group Companies are sufficient for the Group Companies as a whole to carry on their business as currently conductedCompany's rights in such Proprietary Assets.

Proprietary Assets. “(a) Part 2.9 of the Company Disclosure Schedule sets forth, with respect to each Proprietary Asset owned or licensed by the Company and registered with any Governmental Body or for which an application has been filed with any Governmental Body, (i) a brief description of such Proprietary Assets” shall mean all patents, patent applications, trademarks, service marks, trade names, domain names, copyrights, copyright registrations and applications and all other rights corresponding thereto, inventions, databases and all rights therein, all computer software including all source code, object code, firmware, development tools, files, records and data, including all media on which any (ii) the names of the foregoing is stored, formulas, designs, trade secrets, confidential jurisdictions covered by the applicable registration or application. Part 2.9 of the Company Disclosure Schedule identifies and proprietary information, proprietary rights, know-how and processes of provides a companybrief description of, and all documentation related identifies any ongoing royalty or payment obligations in excess of $50,000 per year with respect to, each Proprietary Asset that is licensed or otherwise made available to the Company by any of the foregoing. Details of all registered Person (except for any Proprietary Assets owned by or Asset that is licensed to the Group Companies are set out in Section 4.13 of the Disclosure Schedule. Complete and accurate copies of all documentation by which the Group Companies acquired from Company under any third party ownership of or right software license generally available to use any of the public), and identifies the Contract under which such Proprietary Assets are annexed Asset is being licensed or otherwise made available to the Company. Excluding the payments required under the Company Contracts set forth in the Company Disclosure Schedule, the aggregate amounts payable by the Company for ongoing royalty or license payments do not exceed $100,000 per year. The Company has good, valid and no material claim under any marketable title to all of such documentation has been made. Except as disclosed in the Disclosure ScheduleCompany Proprietary Assets (except for licensed assets), each Group Company (i) has independently developed and owns free and clear of all material claimsEncumbrances, security interestsexcept (i) as set forth in Part 2.9(a) of the Company Disclosure Schedule, liens or other encumbrances, or (ii) for any lien for current taxes not yet due and payable, and (iii) minor liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate) materially detract from the value of the assets subject thereto or materially impair the operations of the Company. To the Company's knowledge, the Company has a valid right or license to use, license and otherwise exploit all Company Proprietary Assets necessary and appropriate for its Assets. The Company has not developed jointly or does not jointly own or have joint rights with any other Person any Company Proprietary Asset that is material to the business as now conducted and without any conflict with or infringement of the rights of othersCompany. Except as disclosed set forth in Part 2.9(a) of the Disclosure Schedule and those royalties or other payments paid in the Group Company’s ordinary course of businessSchedule, there is no Group Company is obligated Contract pursuant to pay any royalties or other payments to any person in respect of Proprietary Assets used by the Group Companies. No Group Company is, in any material respect, in breach of any Proprietary Assets license agreement or of any agreement under which any confidential business information was Person has any right (whether or is not currently exercisable) to be made available to it. The use, license or otherwise exploit any Company Proprietary Assets owned by and licensed to the Group Companies are sufficient for the Group Companies as a whole to carry on their business as currently conductedAsset.

Proprietary Assets. “Proprietary Assets” shall mean all patents, patent applications, trademarks, service marks, trade names, domain names, copyrights, copyright registrations and applications and all other rights corresponding thereto, inventions, databases and all rights therein, all computer software including all source code, object code, firmware, development tools, files, records and data, including all media on which any (a) Section 4.9 of the foregoing Disclosure Schedule sets forth each registered or material Proprietary Asset that is stored, formulas, designs, trade secrets, confidential and proprietary information, proprietary rights, know-how and processes of a company, and all documentation related to any of the foregoing. Details of all registered Proprietary Assets owned by or licensed to the Group Companies are set out Company or that is otherwise used in connection with Company's business. (b) The Company has taken all reasonable measures and precautions necessary to protect the confidentiality and value of each Proprietary Asset identified or required to be identified in Section 4.13 4.9 of the Disclosure Schedule. Complete 11 12 (c) All current and accurate copies former consultants of the Company involved in the development of Proprietary Assets have executed an employee or consultant proprietary information and inventions agreement substantially in one of the forms attached as Exhibit C hereto. To the Knowledge of the Company, no such consultant is in violation thereof. The Company does not believe it is or will be necessary to utilize any inventions, trade secrets or proprietary information of owned by any Company employee, except for inventions, trade secrets or proprietary information identified in Schedule 4.9(c) of the Disclosure Schedule. (d) The Company has conducted its business without infringement or claim of infringement of any license, patent, copyright, service mark, xxademark, trade name, trade secret or other intellectual property right of others. The Company is not infringing and has not at any time infringed or received any notice or other communication (in writing or otherwise) of any actual, alleged, possible or potential infringement of any Proprietary Asset owned or used by any other Person. To the Company's Knowledge, no Person is infringing, and no Proprietary Asset owned or used by any other Person infringes or conflicts with, any Proprietary Asset owned or used by Company. (e) There are no royalties, honoraria, fees or other payments payable by the Company to any person by reason of the ownership, use, license, sale or disposition of any Proprietary Asset of the Company. (f) The Proprietary Assets identified in Section 4.9 of the Disclosure Schedule constitute all documentation by of the material Proprietary Assets necessary to enable the Company to conduct its business in the manner in which its business is currently being conducted, and the Group Companies acquired from any third party Company owns, or has the right to use, and to license others to use all such Proprietary Assets. Such ownership of or right to use any of such Proprietary Assets are annexed use, and to license others to use, are, or with respect to patents to the Disclosure ScheduleCompany's Knowledge are, and no material claim under any of such documentation has been made. Except as disclosed in the Disclosure Schedule, each Group Company (i) has independently developed and owns free and clear of all material claimsof, security interests, liens or other encumbrances, or (ii) has a valid right or license to useand without liability under, all Proprietary Assets necessary claims and appropriate for its business as now conducted and without any conflict with or infringement right of the rights of othersthird parties. Except as disclosed in the Disclosure Schedule and those royalties or other payments paid in the Group Company’s ordinary course of business, no Group Company is obligated to pay any royalties or other payments to any person in respect of Proprietary Assets used by the Group Companies. No Group Company is, in any material respect, in breach of any Proprietary Assets license agreement or of any agreement under which any confidential business information was or is to be made available to it. The Proprietary Assets owned by and licensed to the Group Companies are sufficient for the Group Companies as a whole to carry on their business as currently conducted.4.10