Common use of Software and Information Systems Clause in Contracts

Software and Information Systems. (a) The Software and other information technology hardware used by the Acquired Companies to operate the businesses of the Acquired Companies as they are currently conducted and as they are currently proposed to be conducted by the Company (i) are in satisfactory working order, are substantially free from reproducible programming errors other than customary bugs and are believed by the Acquired Companies in good faith to be scalable to meet current and reasonably anticipated capacity; (ii) except as set forth on Section 3.25(a) of the Disclosure Schedule, have reasonably appropriate security, backups, disaster recovery arrangements, and hardware and software support and maintenance intended to minimize the risk of material error, breakdown, failure, or security breach occurring; (iii) are configured and maintained using practices intended to minimize the effects of viruses and malware; and (iv) have not suffered any material error, breakdown, failure, or security breach in the last twelve (12) months that has caused material disruption or material damage to the operation of the business of any Acquired Company or that was reportable to any Governmental Body. The Acquired Companies use commercially available anti-virus Software to screen their products and service offerings for computer viruses, worms, Trojan horse routines and similar code and the products and service offerings of each of the Acquired Companies do not contain any undisclosed malicious code or protective feature designed to prevent its use, including, without limitation, any computer virus, worm, software lock, drop dead device, Trojan horse routine, trap door, bomb or any other code or instruction that may be used in an unauthorized way to access, modify, delete, damage or disable it, excluding license keys and other self-help mechanisms (such as password controls and time-out devices). (b) The Acquired Companies are in possession of, and Buyer will receive, all of the Acquired Companies’ Software, including object and source code, and all related manuals, and other technical and end user documentation, as used for the current conduct of the business of the Acquired Companies. (c) Section 3.25(c) of the Disclosure Schedule identifies: (i) any Contracts pursuant to which any Acquired Company licensed or otherwise provided to any Person any Company source code, other than those with employees, contractors and consultants (to the extent utilizing such code in the performance of work for any Acquired Company); and (ii) any escrow arrangements to which an Acquired Company is a party regarding source code. No licensee of source code that is Company Intellectual Property may sublicense such source code under a Contract with any Acquired Company without the written consent of the applicable Acquired Company. This paragraph does not apply to Open Source Software. (d) Section 3.25(d) of the Disclosure Schedule identifies all Open Source Software that forms a part of any current product or service offering of any of the Acquired Companies or product or service currently under development by any of the Acquired Companies. (e) Except as set forth on Section 3.25(e) of the Disclosure Schedule, all Open Source Software that forms a part of any current product or service offering of any Acquired Company is fully segregable and independent from any Software that is proprietary to any Acquired Company, and no Open Source Software is or has been incorporated or otherwise integrated into, aggregated, compiled or distributed, in whole or in part, with any proprietary Software of any Acquired Company. (f) Each Acquired Company owns or has the legal right to hold, use and/or own all data used in the business operation of such Acquired Company. Each Acquired Company has taken reasonable and prudent or customary measures to preserve the confidentiality of non-public data that is subject to Legal Requirements and/or confidentiality obligations owed to third parties and, to the Knowledge of the Company, there has not been unauthorized use or disclosure of such data. The ownership or use of such data by the Acquired Companies does not violate any Legal Requirement or Order.

Software and Information Systems. (a) The Software and other information technology hardware used by the Acquired Companies to operate the businesses of the Acquired Companies as they are currently conducted and as they are currently presently proposed to be conducted by the Company Acquired Companies (i) are in satisfactory working order, are substantially free from reproducible programming errors and from defects in workmanship and materials (other than customary bugs bugs), and are believed by the Acquired Companies in good faith to be scalable to meet current and reasonably anticipated capacity; (ii) except as set forth on Section 3.25(a) of the Disclosure Schedule, have reasonably appropriate security, backups, disaster recovery arrangements, and hardware and software support and maintenance intended to minimize the risk of material error, breakdown, failure, or security breach occurring; (iii) are configured and maintained using in accordance with accepted business practices intended to minimize the effects of viruses and malware; and , (iv) have not suffered any material error, breakdown, failure, or security breach in the last twelve (12) months that has caused material disruption or material damage to the operation of the business of any Acquired Company or that was reportable to any Governmental Body. The Acquired Companies use commercially available anti-virus Software to screen their products and service offerings for computer viruses, worms, Trojan horse routines and similar code and the products and service offerings of each of the Acquired Companies do not contain any undisclosed malicious code or code, protective feature designed to prevent its use, including, without limitation, any computer virus, worm, software lock, drop dead device, Trojan horse routine, trap door, bomb or any other code or instruction created or inserted by or on behalf of the Acquired Companies that may be used in an unauthorized way to access, modify, delete, damage or disable itit and (v) have not suffered any material error, excluding license keys and other selfbreakdown, failure, or security breach in the last twenty-help mechanisms (such as password controls and time-out devices)four months that has caused disruption or damage to the operation of the business of any Acquired Company or that was potentially reportable to any Governmental Entity. (b) The Acquired Companies are in possession of, of and the Buyer will receive, receive such working copies of all of the Acquired Companies’ Software, including including, without limitation, object and (for Software owned by or exclusively licensed to any Acquired Company) source code, and all related manuals, licenses, and other technical and end user documentation, as used are necessary for the current conduct and currently proposed conduct of the business of the Acquired Companies. (c) Section 3.25(c5.11(c) of the Parent Disclosure Schedule Schedules identifies: (i) any Contracts pursuant to which any Acquired Company licensed or otherwise provided to any Person any Company source code, other than those with employees, contractors and consultants (code of Software that constitutes Licensed Intellectual Property or Owned Intellectual Property that is licensed to the extent utilizing such code in the performance of work for any Acquired Company)third parties; and (ii) any escrow arrangements regarding the source code of Software that constitutes Licensed Intellectual Property or Owned Intellectual Property that is licensed to which an Acquired Company is a party regarding source codethird parties. No Except as set forth on Section 5.11(c)(iii) of the Parent Disclosure Schedules, no licensee of source code that is Company Licensed Intellectual Property or Owned Intellectual Property may sublicense such source code under a Contract with any Acquired Company without the written consent of the applicable Acquired Company. This paragraph does not apply to Open Source Software. (d) Section 3.25(d5.11(d) of the Parent Disclosure Schedule identifies all Open Source Software that forms a part of any current product or service offering of any of the is used by each Acquired Companies or product or service currently under development by any of the Acquired CompaniesCompany. (e) Except as set forth on Section 3.25(e) of the Disclosure Schedule, all All Open Source Software that forms a part of any current product or service offering of used by any Acquired Company is fully segregable and independent from any Software that is proprietary to any Acquired Company, and no Open Source Software is or has been incorporated or otherwise integrated into, aggregated, compiled or distributed, in whole or in part, with any proprietary Software of any Acquired Company. (f) Each Acquired Company owns or or, to the Knowledge of the Company, has the legal right to hold, hold and use and/or own all data used in the business operation of such Acquired CompanyCompany as currently conducted. Each Acquired Company has taken reasonable and prudent or customary measures to preserve the confidentiality confidentiality, integrity and proprietary nature of non-public data that is subject to Legal Requirements and/or confidentiality obligations owed to third parties and, to the Knowledge of the Company, there has not been unauthorized use or disclosure of such data. The ownership or use of such data by the Acquired Companies does not violate any Legal Requirement Law or Order.