(F)
THE COMPANY HAS SECURED FROM ALL
CONSULTANTS AND EMPLOYEES WHO CONTRIBUTED TO THE CREATION OR DEVELOPMENT OF
SOFTWARE INTELLECTUAL PROPERTY, VALID WRITTEN ASSIGNMENTS OF THE COPYRIGHT AND
PATENT RIGHTS TO, AND WAIVER OF ANY MORAL RIGHTS IN, SUCH CONTRIBUTIONS, TO THE
EXTENT THAT THE COMPANY DID NOT AUTOMATICALLY ACQUIRE OWNERSHIP OF THE SAME BY
OPERATION OF LAW AT THE TIME OF THEIR CREATION.
(G)
THE COMPANY HAS TAKEN REASONABLY NECESSARY
AND APPROPRIATE STEPS TO PROTECT AND PRESERVE THE CONFIDENTIALITY OF ALL
SOFTWARE INTELLECTUAL PROPERTY AND OTHER INFORMATION RELATING TO THE SOFTWARE
BUSINESS THAT IS NOT OTHERWISE PROTECTED BY PATENTS, PATENT APPLICATIONS OR
COPYRIGHT AND THAT IS NOT GENERALLY KNOWN OR READILY AVAILABLE TO THE PUBLIC
("CONFIDENTIAL INFORMATION").
ALL DISCLOSURE OF CONFIDENTIAL INFORMATION BY THE
COMPANY TO A THIRD PARTY HAS BEEN PURSUANT TO A WRITTEN AGREEMENT BETWEEN THE
COMPANY AND SUCH THIRD PARTY REQUIRING THE THIRD PARTY TO MAINTAIN THE
CONFIDENTIALITY THEREOF.
3.4
LICENSES, MAINTENANCE AND SUPPORT OBLIGATIONS AND ESCROW DOCUMENTS
(A)
SCHEDULE 3.4(A) CONTAINS A TRUE AND
COMPLETE LIST OF EACH OF THE LICENSES OF THE COMPANY, AND IDENTIFIES ANY
LICENSES THAT ARE SUBJECT TO ANY DISPUTE OR, TO THE KNOWLEDGE OF THE COMPANY,
THREATENED DISPUTE.
THERE ARE NO MATERIAL OBLIGATIONS OF THE COMPANY UNDER ANY
LICENSE, EXCEPT FOR ANY MAINTENANCE OBLIGATIONS THAT MAY BE CONTAINED THEREIN.
(B)
SCHEDULE 3.4(B) SETS FORTH A TRUE AND
COMPLETE LIST OF ALL WRITTEN WARRANTIES, MAINTENANCE AGREEMENTS AND SUPPORT
AGREEMENTS OF THE COMPANY IN RESPECT OF THE SOFTWARE, WHICH ARE NOW IN EFFECT,
INCLUDING ANY WARRANTY, MAINTENANCE OR SUPPORT OBLIGATIONS THAT ARE CONTAINED IN
A LICENSE (COLLECTIVELY, THE "MAINTENANCE OBLIGATIONS"), IDENTIFYING EACH BY THE
TITLE OF THE DOCUMENT, THE DATE OF THE DOCUMENT, THE IDENTITY OF THE OTHER PARTY
OR PARTIES, THE END DATE OF THE CURRENT TERM OF EACH SUCH MAINTENANCE
OBLIGATION, AND THE END DATE OF THE FINAL RENEWAL
TERM, IF ANY, AVAILABLE AT
THE OPTION OF THE LICENSEE, AND SPECIFICALLY IDENTIFYING ANY MAINTENANCE
OBLIGATION THAT IS SUBJECT TO ANY DISPUTE OR, TO THE KNOWLEDGE OF THE COMPANY,
THREATENED DISPUTE..
(C)
SCHEDULE 3.4 (C) SETS FORTH (I) A TRUE AND
COMPLETE LIST OF ALL ESCROW DOCUMENTS CURRENTLY IN EFFECT, IDENTIFYING ANY
ESCROW DOCUMENT THAT IS SUBJECT TO ANY DEMAND FOR RELEASE OF ANY OF THE ESCROWED
SOURCE CODE OR TO ANY DISPUTE OR, TO THE KNOWLEDGE OF THE COMPANY, THREATENED
DISPUTE; AND (II) THE DURATION OF THE MAINTENANCE OBLIGATION WHICH IS SECURED BY
THE RESPECTIVE ESCROW DOCUMENT.
(D)
TRUE AND CORRECT COPIES OF ALL OF THE
DOCUMENTS REQUIRED TO BE DISCLOSED UNDER THIS SECTION 3.4 HAVE BEEN DELIVERED TO
BUYER PRIOR TO THE EXECUTION OF THIS AGREEMENT. NO PARTY TO ANY DOCUMENT
REQUIRED TO BE DISCLOSED UNDER THIS SECTION 3.4 HAS RECEIVED NOTICE EITHER THAT
IT IS, OR WITH NOTICE OR LAPSE OF TIME OR BOTH, WOULD BE, IN VIOLATION OR BREACH
OF OR DEFAULT UNDER ANY SUCH DOCUMENT.
3.5
LEGAL PROCEEDINGS; ORDERS
(A)
THERE IS NO PENDING PROCEEDING: (I) THAT
HAS BEEN COMMENCED BY OR AGAINST SELLER WITH RESPECT