Common use of Proprietary Information of Third Parties Clause in Contracts

Proprietary Information of Third Parties. To the Knowledge of the Company and the Shareholders, no third party has claimed or has reason to claim that any Person employed by, or serving as an independent contractor of, the Company has (i) violated or may be violating any terms or conditions of his or her employment, non-competition or non-disclosure agreement with such third party, (ii) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information of documentation of such third party or (iii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No third party has requested information from the Company or the Shareholders which suggests that such a claim might be contemplated. To the Knowledge of the Company and the Shareholders, no person employed by or serving as an independent contractor of the Company has employed or proposed to employ any trade secret or any information or documentation proprietary to any former employer, and to the Knowledge of the Company and the Shareholders, no person employed by, or serving as an independent contractor of, the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any proprietary software or other product or proposed product for the development or sale of any service or proposed service of the Company, and the Company has no reason to believe that there will be any such employment or violation.

Proprietary Information of Third Parties. To the Knowledge of the Company and the Shareholders, no No third party has claimed or has reason to claim that any Person person employed by, by or serving as an independent contractor of, the Company affiliated with AVI or any AVI Subsidiary has (ia) violated or may be violating any of the terms or conditions of his or her employment, non-competition or non-disclosure nondisclosure agreement with such third party, (iib) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information of or documentation of such third party party, or (iiic) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No To AVI’s knowledge, no third party has requested information from the Company or the Shareholders otherwise communicated with AVI or any AVI Subsidiary which suggests that such a claim might be contemplated. To the Knowledge of the Company and the ShareholdersAVI’s knowledge, no person employed by or serving as an independent contractor of the Company affiliated with AVI or any AVI Subsidiary has employed or proposed proposes to employ any trade secret or any information or documentation proprietary to any former employer, and to the Knowledge of the Company and the ShareholdersAVI’s knowledge, no person employed by, by or serving as an independent contractor of, the Company affiliated with AVI or any AVI Subsidiary has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any proprietary software or other product or proposed product for or the development or sale of any service or proposed service of the CompanyAVI or any AVI Subsidiary, and the Company AVI has no reason to believe that there will be any such employment or violation.

Proprietary Information of Third Parties. To the Knowledge of the Company and the ShareholdersSellers' knowledge, no third party has claimed or has reason to claim that any Person person employed by, by or serving as an independent contractor of, affiliated with the Company in connection with and during the Company's ownership and operation of the Business has (i) violated or may be violating any of the terms or conditions of his or her such person's employment, non-competition or non-disclosure agreement with such third party, (ii) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information of or documentation of such third party party, or (iii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No third party has requested information from the Company or the Shareholders which suggests that such a claim might be contemplated. To the Knowledge of the Company and the ShareholdersSellers' knowledge, no person employed by or serving as an independent contractor affiliated with the Company in connection with and during the Company's ownership and operation of the Company Business has employed or proposed proposes to employ any trade secret or any information or documentation proprietary to any former employer, employer and to the Knowledge of the Company and the Shareholders, no person employed by, by or serving as an independent contractor of, affiliated with the Company in connection with and during the Company's ownership and operation of the Business has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any proprietary software or other product or proposed product for or the development or sale of any service or proposed service of the Company, and the Company has Sellers have no reason to believe that there will be any such employment or violation.

Proprietary Information of Third Parties. To the Knowledge of the Company and the Shareholders---------------------------------------- Company, no third party has claimed or has reason to claim that any Person person employed by, by or serving as an independent contractor of, affiliated with the Company in connection with and during the Company's ownership and operation of its business has (i) violated or may be violating any of the terms or conditions of his or her such person's employment, non-competition or non-disclosure agreement with such third party, (ii) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information of or documentation of such third party party, or (iii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No third party has requested information from the Company or the Shareholders which suggests that such a claim might be contemplated. To the Knowledge of the Company and the ShareholdersCompany, no person employed by or serving as an independent contractor of affiliated with the Company in connection with and during the Company's ownership and operation of its business has employed or proposed proposes to employ any trade secret or any information or documentation proprietary to any former employer, employer and to the Knowledge of the Company and the Shareholders, no person employed by, or serving as an independent contractor of, affiliated with the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any proprietary software or other product or proposed product for or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe that there will be any such employment or violation.

Proprietary Information of Third Parties. To the Knowledge of the Company and the Shareholders, no No third party has claimed or made a ----------------------------------------- claim against the Company or, to the reasonable knowledge of the Company, has reason to make a claim against the Company that any Person person employed byby or engaged as a consultant, agent or serving as an independent contractor of, representative of the Company has (i) violated or may be violating any of the terms or conditions of his or her employment, non-competition noncompetition or non-disclosure nondisclosure agreement with such third party, (ii) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information of or documentation of such third party or (iii) interfered or may be interfering in the employment relationship between such third party and any of its present current or former employees. No third party has requested information from the Company or the Shareholders which suggests that such a claim might be contemplated. To the Knowledge reasonable knowledge of the Company and the ShareholdersCompany, no person employed by or serving engaged as an independent contractor a consultant, agent or representative of the Company has employed or proposed proposes to employ any trade secret or any information or documentation proprietary to any former employerthird party, other than in those instances where a third party has given the Company or such person the permission or right to use such trade secrets or proprietary information, and to the Knowledge reasonable knowledge of the Company and the ShareholdersCompany, no person employed byby or engaged as a consultant, agent or serving as an independent contractor of, representative of the Company has violated any confidential relationship which that such person may have or have had with any third party, in connection with the development, manufacture or sale of any proprietary software or other product or proposed product for the development or sale of any proposed service or proposed service product of the Company, and the Company has no reason to believe that there will be any such employment or violation.

Proprietary Information of Third Parties. To the Knowledge of the Company and the Shareholders, no No third party has claimed or to the Company’s Knowledge has reason to claim that any Person employed by, by or serving as an independent contractor of, affiliated with the Company in connection with and during the Company’s operation of its Business has (i) violated or may be violating any of the material terms or conditions of his or her such Person’s employment, non-competition competition, or non-disclosure agreement with such third party, (ii) disclosed or may be disclosing or utilized or may be utilizing any trade secret or material proprietary information of or documentation of such third party party, or (iii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No third party has requested information from the Company or the Shareholders which suggests that relating to such a claim might be contemplatedclaim. To the Knowledge of the Company and the ShareholdersCompany’s Knowledge, no person Person employed by or serving as an independent contractor of affiliated with the Company in connection with and during the Company’s ownership and operation of its Business has employed or proposed proposes to employ any trade secret or any information or documentation proprietary to any former employer, and to the Knowledge of no Person employed by or affiliated with the Company in connection with and during the Shareholders, no person employed by, or serving as an independent contractor of, the Company Company’s ownership and operation of its Business has violated any confidential relationship which such person Person may have had with any third party, in connection with the development, manufacture or sale of any proprietary software or other product or proposed product for the development or sale of any service or proposed service of the Company, and to the Company has Company’s Knowledge, there is no reason to believe that there will be any such employment or violation.

Proprietary Information of Third Parties. To the Knowledge best of the Company and the ShareholdersCompany’s knowledge, no third party (including, without limitation, IGA) has claimed or has reason to claim that the Founder or any Person other person employed by, by or serving as an independent contractor of, affiliated with the Company has (ia) violated or may be violating any of the terms or conditions of his or her employment, non-competition or non-disclosure nondisclosure agreement with such third .third party, (iib) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information of or documentation of such third party or (iiic) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No third party has requested information from the Company or the Shareholders which suggests that such a claim might be contemplated. To the Knowledge best of the Company and the ShareholdersCompany’s knowledge, no person employed by or serving retained as an independent contractor of a consultant by the Company has employed utilized or proposed proposes to employ utilize any trade secret or any information or documentation proprietary to any former employerthird party (including, without limitation, IGA), and to the Knowledge best of the Company and the ShareholdersCompany’s knowledge, no person employed by, by or serving retained as an independent contractor of, a consultant by the Company has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale by the Company of any proprietary software or other product or proposed product for or the development or sale by the Company of any service or proposed service of the Company, and the Company has no reason to believe that there will be any such employment utilization or violation.

Proprietary Information of Third Parties. To the Knowledge Except as disclosed in Section 3.16 of the Company and the ShareholdersDisclosure Schedule, no third party has claimed or in writing to the Company or, to the Knowledge of the Company, has reason to claim that any Person person employed by, by or serving as an independent contractor of, affiliated with the Company in connection with and during the Company's ownership and operation of its business has (i) violated or may be violating any of the terms or conditions of his or her such person's employment, non-competition or non-disclosure agreement with such third party, (ii) disclosed or may be disclosing or utilized or may be utilizing any trade secret Trade Secret or proprietary information of Other Proprietary Information or documentation of such third party party, or (iii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No Except as disclosed in Section 3.16 of the Company Disclosure Schedule, no third party has requested information from the Company or the Shareholders which suggests that relates to such a claim might be contemplatedclaim. To the Knowledge of the Company and the ShareholdersCompany, no person employed by or serving as an independent contractor of affiliated with the Company in connection with and during the Company's ownership and operation of its business has employed or proposed proposes to employ any trade secret or any information or documentation proprietary to any former employer, employer and to the Knowledge of the Company and the Shareholders, no person employed by, by or serving as an independent contractor of, affiliated with the Company in connection with and during the Company's ownership and operation of its business has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any proprietary software or other product or proposed product for or the development or sale of any service or proposed service of the Company, and the Company has no reason to believe that there will be any such employment or violation.

Proprietary Information of Third Parties. To the Knowledge of ---------------------------------------- the Company and the ShareholdersCompany, no third party has claimed or has reason to claim that any Person person employed by, or serving as an independent contractor of, engaged by the Company or any Subsidiary has (ia) violated or may be violating any of the terms or conditions of his or her employment, non-competition competition, or non-disclosure agreement with such third party, (iib) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information of or documentation of such third party or (iiic) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No third party has requested information from the Company or the Shareholders any Subsidiary which suggests that such a claim might be contemplated. To the Knowledge of the Company and the ShareholdersCompany, no person employed by or serving as an independent contractor of affiliated with the Company or any Subsidiary has employed or proposed proposes to employ any trade secret or any information or documentation proprietary to any former employer, and to the Knowledge of the Company and the ShareholdersCompany, no person employed by, by or serving as an independent contractor of, affiliated with the Company or any Subsidiary has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any proprietary software or other product or proposed product for or the development or sale of any service or proposed service of the CompanyCompany or any Subsidiary, and neither the Company nor such Subsidiary has no reason to believe that there will be any such employment or violation.

Proprietary Information of Third Parties. To the Knowledge best of the Company Company’s and the ShareholdersPrincipals’ knowledge, no third party has claimed or has reason to claim that any Person person employed by, or serving as an independent contractor of, engaged by the Company or any of its subsidiaries has (ia) violated or may be violating any of the terms or conditions of his or her employment, non-competition or non-disclosure agreement with such third party, (iib) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information of or documentation of such third party or (iiic) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No third party has requested information from the Company or the Shareholders any of its subsidiaries which suggests that such a claim might be contemplated. To the Knowledge best of the Company Company’s and the ShareholdersPrincipals’ knowledge, no person employed by or serving as an independent contractor of affiliated with the Company or any of its subsidiaries has employed or proposed proposes to employ any trade secret or any information or of documentation proprietary to any former employer, and to the Knowledge best of the Company Company’s and the ShareholdersPrincipals’ knowledge, no person employed by, by or serving as an independent contractor of, affiliated with the Company or any of its subsidiaries has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any proprietary software or other product or proposed product for the development or sale of any service or proposed service of the CompanyCompany or any of its subsidiaries, and the Company has no reason to believe that there will be any such employment or violation.

Proprietary Information of Third Parties. To the Knowledge of the Company and the Shareholders, no No third party has claimed or has reason to claim that any Person person employed by, by or serving as an independent contractor of, the Company affiliated with AVI or any AVI Subsidiary has (ia) violated or may be violating any of the terms or conditions of his or her employment, non-competition or non-disclosure nondisclosure agreement with such third party, (iib) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information of or documentation of such third party party, or (iiic) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No To AVI's knowledge, no third party has requested information from the Company or the Shareholders otherwise communicated with AVI or any AVI Subsidiary which suggests that such a claim might be contemplated. To the Knowledge of the Company and the ShareholdersAVI's knowledge, no person employed by or serving as an independent contractor of the Company affiliated with AVI or any AVI Subsidiary has employed or proposed proposes to employ any trade secret or any information or documentation proprietary to any former employer, and to the Knowledge of the Company and the ShareholdersAVI's knowledge, no person employed by, by or serving as an independent contractor of, the Company affiliated with AVI or any AVI Subsidiary has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any proprietary software or other product or proposed product for or the development or sale of any service or proposed service of the CompanyAVI or any AVI Subsidiary, and the Company AVI has no reason to believe that there will be any such employment or violation.

Proprietary Information of Third Parties. To No third party has claimed or, to the Knowledge of the Company and the ShareholdersCompany, no third party has claimed or has reason to claim that any Person employed by, by or serving as an independent contractor of, affiliated with the Company in connection with and during the Company’s operation of its Business has (i) violated or may be violating any of the terms or conditions of his or her such Person’s employment, non-competition or non-disclosure agreement with such third party, (ii) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information of or documentation of such third party party, or (iii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No third party has requested information from the Company or the Shareholders which suggests that relates to such a claim might be contemplatedclaim. To the Knowledge of the Company and the ShareholdersCompany, no person Person employed by or serving as an independent contractor of affiliated with the Company in connection with and during the Company’s ownership and operation of its Business has employed or proposed proposes to employ any trade secret or any information or documentation proprietary to any former employer, employer and to the Knowledge of no Person employed by or affiliated with the Company in connection with and during the Shareholders, no person employed by, or serving as an independent contractor of, the Company Company’s ownership and operation of its Business has violated any confidential relationship which such person Person may have had with any third party, in connection with the development, manufacture or sale of any proprietary software or other product or proposed product for the development or sale of any service or proposed service of the Company, and to the Company has Knowledge of the Company, there is no reason to believe that there will be any such employment or violation.

Proprietary Information of Third Parties. To No third party has claimed or, to the Knowledge of the Company and the ShareholdersCompany, no third party has claimed or has reason to claim that any Person employed by, by or serving as an independent contractor of, affiliated with the Company in connection with and during the Company's operation of its business has (i) violated or may be violating any of the terms or conditions of his or her such Person's employment, non-competition or non-disclosure agreement with such third party, (ii) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information of or documentation of such third party party, or (iii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No third party has requested information from the Company or the Shareholders which suggests that relates to such a claim might be contemplatedclaim. To the Knowledge of the Company and the ShareholdersCompany, no person Person employed by or serving as an independent contractor of affiliated with the Company in connection with and during the Company's ownership and operation of its business has employed or proposed proposes to employ any trade secret or any information or documentation proprietary to any former employer, employer and to the Knowledge of no Person employed by or affiliated with the Company in connection with and during the Shareholders, no person employed by, or serving as an independent contractor of, the Company Company's ownership and operation of its business has violated any confidential relationship which such person Person may have had with any third party, in connection with the development, manufacture or sale of any proprietary software or other product or proposed product for the development or sale of any service or proposed service of the Company, and to the Company has Knowledge of the Company, there is no reason to believe that there will be any such employment or violation.

Proprietary Information of Third Parties. To the Knowledge of the Company and the Shareholders, no No third party has claimed or in writing or, to the Knowledge of Acquiror, has reason a valid basis to claim that any Person employed by, by or serving as an independent contractor of, the Company affiliated with Acquiror has (i) violated or may be is violating any of the terms or conditions of his or her such Person's employment, non-competition noncompetition or non-disclosure nondisclosure agreement with such third party, (ii) disclosed or may be is disclosing or utilized or may be is utilizing any trade secret or proprietary information of or documentation of such third party party, or (iii) interfered or may be is interfering in the employment relationship between such third party and any of its present or former employees. No third party has requested in writing information from the Company or the Shareholders Acquiror which suggests could reasonably be interpreted to suggest that such a claim might be contemplated. To the Knowledge of the Company and the ShareholdersAcquiror, no person Person employed by or serving as an independent contractor of the Company affiliated with Acquiror has employed or proposed proposes to employ employ, any trade secret or any information or documentation in violation of the proprietary to rights of any former employer, and and, to the Knowledge of the Company and the ShareholdersAcquiror, no person Person employed by, or serving as an independent contractor of, the Company by Acquiror has violated any confidential relationship which such person Person may have had with any third party, in connection with the development, manufacture or sale of any proprietary software or other product or proposed product for or the development or sale of any service or proposed service of the Company, Acquiror and the Company has there is no reason to believe that there will be any such employment or violation.

Proprietary Information of Third Parties. To the Knowledge of the Company and the Shareholders, no No third party has claimed or to the Company’s Knowledge has reason to claim that any Person employed by, by or serving as an independent contractor of, affiliated with the Company in connection with and during the Company’s operation of its Business has (i) violated or may be violating any of the terms or conditions of his or her such Person’s employment, non-competition competition, or non-disclosure agreement with such third party, (ii) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information of or documentation of such third party party, or (iii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No third party has requested information from the Company or the Shareholders which suggests that relating to such a claim might be contemplatedclaim. To the Knowledge of the Company and the ShareholdersCompany’s Knowledge, no person Person employed by or serving as an independent contractor of affiliated with the Company in connection with and during the Company’s ownership and operation of its Business has employed or proposed proposes to employ any trade secret or any information or documentation proprietary to any former employer, and to the Knowledge of no Person employed by or affiliated with the Company in connection with and during the Shareholders, no person employed by, or serving as an independent contractor of, the Company Company’s ownership and operation of its Business has violated any confidential relationship which such person Person may have had with any third party, in connection with the development, manufacture or sale of any proprietary software or other product or proposed product for the development or sale of any service or proposed service of the Company, and to the Company has Company’s Knowledge, there is no reason to believe that there will be any such employment or violation.

Proprietary Information of Third Parties. To No third party has ---------------------------------------- claimed or, to the Knowledge of the Company Stockholder and the ShareholdersCompany, no third party has claimed or has reason to claim that any Person person employed byby or, or serving as an independent contractor ofto the Knowledge of the Stockholder and the Company, affiliated with the Company in connection with and during the Company's ownership and operation of its business has (i) violated or may be violating any of the terms or conditions of his or her such person's employment, non-competition or non-disclosure agreement with such third party, (ii) disclosed or may be disclosing or utilized or may be utilizing any trade secret or proprietary information of or documentation of such third party party, or (iii) interfered or may be interfering in the employment relationship between such third party and any of its present or former employees. No third party has requested information from the Company or the Shareholders which suggests that such a claim might be contemplated. To the Knowledge of the Company and the Shareholders, no No person employed by or serving as an independent contractor of affiliated with the Company in connection with and during the Company's ownership and operation of its business has employed or proposed proposes to employ any trade secret or any information or documentation proprietary to any former employer, employer and to the Knowledge of the Company and the Shareholders, no person employed by, by or serving as an independent contractor of, affiliated with the Company in connection with and during the Company's ownership and operation of its business has violated any confidential relationship which such person may have had with any third party, in connection with the development, manufacture or sale of any proprietary software or other product or proposed product for or the development or sale of any service or proposed service of the Company, and the Stockholder and the Company has have no reason to believe that there will be any such employment or violation.