Common use of Ownership Free and Clear Clause in Contracts

Ownership Free and Clear. The Company and each of its Subsidiaries exclusively own all right, title and interest to and in the Company IP free and clear of any Liens. Without limiting the generality of the foregoing: (i) each Person who is or was an employee or independent contractor of the Company or any Subsidiary and who is or was involved in the creation or development of any Company IP has signed an agreement containing an assignment of Intellectual Property Rights to the Company or a Subsidiary (the form of which is attached to Section 2.13(c)-A of the Disclosure Schedule (the “Employee Proprietary Information Agreement”)) or substantially in the Company’s Standard Form IP Contract for consultants or independent contractors (a copy of which is attached to Section 2.13(c)-B of the Disclosure Schedule (the “Consultant Proprietary Information Agreement”)), as the case may be; (ii) no Employee or former employer of any Employee has any claim, right or interest to or in any Company IP; (iii) (A) no Key Employee or employee or independent contractor of the Company or any Subsidiary set forth on Schedule 2.13(c) is in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality and (B) no other employee or independent contractor of the Company or any Subsidiary is in material breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality which would reasonably be expected to have an adverse effect on the Company; (iv) no funding, facilities or personnel of any Governmental Entity were used to develop or create any Company IP; (v) each of the Company and its Subsidiaries has taken all commercially reasonable steps to maintain the confidentiality of all proprietary information held by such entity, or purported to be held by such entity; (vi) neither the Company nor any Subsidiary has assigned or otherwise transferred ownership of, or agreed to assign or otherwise transfer ownership of, any Intellectual Property Right that is (or was at the time of assignment or transfer) material to the business of the Company or any Subsidiary to any other Person; (vii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor to, any industry standards body or similar organization that would require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP that is material to the business of the Company or any Subsidiary; and (viii) each of the Company and its Subsidiaries owns, possesses, or otherwise has the right to use, as of the Closing, all Intellectual Property Rights and Intellectual Property required to conduct the business of such entity as currently conducted.

Ownership Free and Clear. The Company and each of its Subsidiaries exclusively own owns all right, title and interest to and in the Company IP IP, free and clear of any Liens other than Permitted Liens. Without limiting the generality of the foregoing: (i) each Person who is or was an employee or independent contractor all documents and instruments necessary to perfect the rights of the Company in the Company IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the applicable Governmental Entity; (ii) each Employee (current or any Subsidiary and former) who is or was involved in the creation authorship, invention, creation, conception or development of any Intellectual Property or Intellectual Property Rights for or on behalf of the Company IP has signed an entered into a valid and enforceable written agreement containing an assignment of (A) sufficient to irrevocably assign all such Intellectual Property and such Intellectual Property Rights to the Company, and (B) containing confidentiality provisions protecting the Company or a Subsidiary IP; (the form of which is attached to Section 2.13(c)-A of the Disclosure Schedule (the “Employee Proprietary Information Agreement”)iii) or substantially in all Intellectual Property Rights and Intellectual Property created by the Company’s Standard Form IP Contract founders or other Persons for consultants or independent contractors (a copy on behalf of which is attached to Section 2.13(c)-B or in contemplation of the Disclosure Schedule Company (A) prior to the “Consultant Proprietary Information Agreement”)), as inception of the case may beCompany or (B) prior to their commencement of employment with the Company have been irrevocably assigned to the Company; (iiiv) no Employee or former employer of any Employee has any claim, right or interest (including the right to obtain any claim, right or interest) to or in any Company IP; (iiiv) The Company is not utilizing (A) no Key Employee any Intellectual Property or employee Intellectual Property Rights authored, invented, created, conceived or independent contractor developed by any Employees or Persons the Company currently intends to hire, or (B) to the Knowledge of the Company or Company, any Subsidiary set forth on Schedule 2.13(cconfidential information of any other Persons to which such Employees were exposed prior to their employment by the Company; (vi) to the Knowledge of the Company, no Employee is in breach of any Contract with any former or concurrent employer or other Person concerning Intellectual Property Rights Rights, confidentiality or confidentiality and (B) no other employee or independent contractor of the Company or any Subsidiary is in material breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality which would reasonably be expected to have an adverse effect on the Companynoncompetition; (ivvii) no funding, facilities facilities, resources or personnel of any Governmental Entity or any research or educational institution were used to develop or create any Company IP; (vviii) each of the Company and its Subsidiaries has taken all commercially reasonable steps to maintain the confidentiality of all material proprietary information held by such entitythe Company, or purported to be held by the Company, as a trade secret, including any confidential information or trade secrets provided to the Company by any Person under an obligation of confidentiality, and no such entityproprietary information has been authorized to be disclosed or has actually been disclosed to any Person other than pursuant to a written confidentiality Contract restricting the disclosure and use of such proprietary information; (viix) neither the The Company nor any Subsidiary has assigned not made, directly or otherwise transferred ownership of, or agreed to assign or otherwise transfer ownership ofindirectly, any Intellectual Property Right commitments, promises, submissions, suggestions, statements or declarations (including any membership commitments or other commitments, promises, submissions, suggestions, statements or declarations that is (or was at the time of assignment or transfer) material to the business of the Company or any Subsidiary to any other Person; (vii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor to, any industry standards body or similar organization that would could require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP that is material or otherwise impair or limit the Company’s control of any Company IP) to the business of any standards-setting bodies, industry groups or other similar organizations (“Standards Organizations”) with respect to Company IP, and no patent or copyright included in the Company or IP (A) is subject to any Subsidiary; and (viii) each commitment that would require the grant of the Company and its Subsidiaries owns, possesses, or otherwise has the right to use, as of the Closing, all Intellectual Property Rights and Intellectual Property required to conduct the business of such entity as currently conducted.any

Ownership Free and Clear. The Company is the sole and each exclusive owner of its Subsidiaries exclusively own all right, title and interest to to, under and in the Acquired Company IP (other than Intellectual Property Rights exclusively licensed to any of the Acquired Companies, as identified in Part 2.10(c) of the Disclosure Schedule), free and clear of any LiensEncumbrances (other than as identified in Part 2.10(g) of the Disclosure Schedule). It is agreed and clarified that this representation is not intended to imply a representation of non-infringement of third-party rights, which non- infringement representation is governed solely and exclusively by Section 2.10(k) of this Agreement. Without limiting the generality of the foregoing: (i) each Person who is or was an employee or independent contractor All Acquired Company IP is, and, as of immediately following the Closing, will be fully transferable, alienable and licensable by the Company without restriction and without payment of any kind to any third party; (ii) all documents and instruments necessary to establish, perfect and maintain the rights of any Acquired Company (or any Subsidiary the rights such Acquired Company wishes to acquire) in the Registered IP in the Acquired Company IP have been validly executed, delivered and filed in a timely manner with the appropriate Governmental Body; (iii) each Acquired Company Service Provider who is or was involved in the creation or development of any Acquired Company IP has signed an agreement containing an assignment Product or of any Intellectual Property or Intellectual Property Rights for or on behalf of any Acquired Company has signed a valid and enforceable agreement containing (A) a present and irrevocable assignment to such respective Acquired Company of all Intellectual Property and Intellectual Property Rights created or developed by such Acquired Company Service Provider in the course of that Acquired Company Service Provider’s work for any Acquired 32 Company (including after work hours or on weekends or holidays), including, to the extent developed by such Acquired Company Service Provider, all Intellectual Property and Intellectual Property Rights pertaining to any Acquired Company IP or a Subsidiary Acquired Company Product, (the form of which is attached B) confidentiality provisions protecting such Intellectual Property, Intellectual Property Rights, and Acquired Company Product, and, to Section 2.13(c)-A of the Disclosure Schedule (the “Employee Proprietary Information Agreement”)) or substantially in the Company’s Standard Form IP Contract for consultants or independent contractors (a copy of which is attached to Section 2.13(c)-B of the Disclosure Schedule (the “Consultant Proprietary Information Agreement”))Knowledge, as the case may be; (ii) no Employee or former employer of any Employee such Acquired Company Service Provider has any claim, right or interest obligation to or in any Company IP; (iii) (A) no Key Employee or employee or independent contractor of the Company or any Subsidiary set forth on Schedule 2.13(c) is in breach of any Contract with any former employer or other Person concerning with respect to such Intellectual Property, Intellectual Property Rights or confidentiality Acquired Company Product, and (BC) no other employee an irrevocable waiver of (or, where a waiver is not enforceable, a covenant not to xxx on) any right, interest, or independent contractor moral right with regard to any Acquired Company IP, including, with respect to employees of the Company or any Subsidiary is in material breach Acquired Companies, a waiver of any Contract with right to any former employer royalty or other Person concerning Intellectual Property Rights remuneration (including under Section 134 of the Israeli Patent Law, 1967, or confidentiality under any equivalent law existing in other jurisdictions in which would reasonably be expected to have an adverse effect on the Companysuch Acquired Company operates); (iv) no funding, facilities each Acquired Company Service Provider who is or personnel was involved in the creation or development of any Governmental Entity were used Acquired Company Product or of any Intellectual Property or Intellectual Property Rights for or on behalf of any Acquired Company has received any and all amounts payable to develop such Acquired Company Service Provider for such Acquired Company Service Provider’s services, other than salary and commission payments in the Ordinary Course for the payroll period ending on or create any Company IPfollowing the Closing Date; (v) each of the Acquired Company and its Subsidiaries has taken all commercially reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all Trade Secrets that are Acquired Company IP and other material proprietary or confidential information held pertaining to the Acquired Companies (and any Trade Secrets or material confidential information of any other Person that any Acquired Company, by such entityContract, was required to maintain as confidential and protect), the Acquired Company IP, the Acquired Company Products, or purported to be held by such entitythe business of the Acquired Companies; (vi) neither the Company nor any Subsidiary has assigned Acquired Companies own or otherwise transferred ownership of, or agreed to assign or otherwise transfer ownership of, any Intellectual Property Right that is (or was at the time of assignment or transfer) material to the business of the Company or any Subsidiary to any other Person; (vii) neither the Company nor any Subsidiary is currently or has been a member or promoter of, or a contributor to, any industry standards body or similar organization that would require or obligate the Company or any Subsidiary to grant or offer to any other Person any license or right to any Company IP that is material to the business of the Company or any Subsidiary; and (viii) each of the Company and its Subsidiaries owns, possesses, or otherwise has have the right to use, as of and immediately after the ClosingClosing the Acquired Companies will continue to have, all Intellectual Property Rights and Intellectual Property required Rights needed to conduct the business of such entity the Acquired Companies as currently conducted.conducted and currently planned by each Acquired Company to be conducted (other than Intellectual Property Rights needed for technology yet to be developed and which are available on commercially reasonable terms in the Ordinary Course or which can be developed by the Acquired Company in the Ordinary Course (e.g., with the developers currently employed by the Acquired Companies)), including all Intellectual Property Rights needed to distribute and make available for use all other material Intellectual Property distributed or made available for use on any Acquired Company website; (vii) except as set forth on Part 2.10(g)(vii) of the Disclosure Schedule, none of the Acquired Companies has entered into or is otherwise bound by any Contract with any Governmental Body, institution or research center (including, without limitation, the IIA or the Investment Center of the Israeli Ministry of Economy and Industry) or any university, college or other educational or medical institution (each, an “Institution”) and 33