IS OR WAS TRANSFERRED INTELLECTUAL
PROPERTY HAS BEEN PERMITTED TO LAPSE OR ENTER THE PUBLIC DOMAIN.
(O)
THE PARTIES AGREE THAT THE SOFTWARE THAT IS INCLUDED IN THE
TRANSFERRED ASSETS, SOURCE CODES FOR SOFTWARE THAT IS INCLUDED IN THE
TRANSFERRED ASSETS, DOCUMENTATION FOR THE SOFTWARE THAT IS INCLUDED IN THE
TRANSFERRED ASSETS AND OBJECT CODES FOR SOFTWARE THAT IS INCLUDED IN THE
TRANSFERRED ASSETS ARE COLLECTIVELY REFERRED TO AS THE "SELLER SOFTWARE."
SELLER HEREBY CONFIRMS THAT SELLER HAS UP TO DATE, COMPLETE SOURCE CODE OR
EQUIVALENT HIGH LEVEL CODE IN OTHER PROGRAMMING LANGUAGES ("SOURCE CODE") FOR
THE SELLER SOFTWARE.
ALL SOURCE CODE IS COMPLETE TO THE DEGREE THAT IT CONTAINS
ALL NECESSARY NOTATIONS TO RE-COMPILE A COMPLETE VERSION OF ALL SELLER-DEVELOPED
APPLICATIONS.
SELLER OWNS ALL RIGHTS OF EVERY KIND AND NATURE, IN ANY AND ALL
MEDIA NOW OR HEREAFTER KNOWN, IN AND TO THE SELLER SOFTWARE.
NO "OPEN SOURCE"
SOFTWARE HAS EVER BEEN DISTRIBUTED IN CONJUNCTION WITH OR AS PART OF THE SELLER
SOFTWARE.
SELLER HAS ALL RIGHTS OF OWNERSHIP WITH RESPECT TO THE SELLER
SOFTWARE, INCLUDING THE RIGHTS OF ADAPTATION AND EXPLOITATION BY ANY MEANS AND
MEDIA, NOW OR HEREAFTER KNOWN, WITHOUT OBLIGATION TO ANY OTHER PERSON.
NO
ROYALTY OR OTHER FEE OF ANY KIND IS PAYABLE BY SELLER FOR THE REPRODUCTION,
ADAPTATION, DISTRIBUTION, PUBLIC PERFORMANCE, DISPLAY OR OTHER EXPLOITATION OF
THE SELLER SOFTWARE.
NONE OF THE SELLER SOFTWARE INFRINGES OR OTHERWISE
VIOLATES THE RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS, OF ANY OTHER PERSON
AND THERE ARE NO PROCEEDINGS PENDING OR, TO THE KNOWLEDGE OF SELLER, THREATENED,
AND NO CLAIM HAS BEEN RECEIVED BY SELLER ALLEGING INFRINGEMENT OR VIOLATION WITH
RESPECT TO THE SELLER SOFTWARE.
EXCEPT AS SET FORTH ON SCHEDULE 3.15(O), THERE
IS NO VIOLATION BY OTHERS OF ANY RIGHT OF SELLER WITH RESPECT TO THE SELLER
SOFTWARE.
THE SELLER SOFTWARE (AND ALL RELATED SYSTEMS, SERVERS AND DATABASES):
(I)
ARE BACKED-UP AND SUBJECT TO THE SECURITY AND DISASTER RECOVERY
PROCEDURES SET FORTH IN SCHEDULE 3.15(O);
(II)
ARE COMPLIANT WITH CURRENT INDUSTRY STANDARDS FOR THE INDUSTRIES
IN WHICH THE TRANSFERRED BUSINESS OPERATES;
15
(III)
ARE ACCOMPANIED BY THE REPAIR, DEBUGGING AND OTHER SOFTWARE TOOLS
USED BY SELLER TO MAINTAIN, ADAPT AND UPDATE IT; TO THE EXTENT SUCH TOOLS ARE
PROPRIETARY TO SELLER, THEY ARE SUBJECT TO THE REPRESENTATIONS AND WARRANTIES
RELATED TO OWNED SELLER SOFTWARE SET FORTH IN THIS SECTION 3.15(O); TO THE
EXTENT SUCH TOOLS ARE PRODUCTS OF A THIRD PARTY, THEY ARE READILY AVAILABLE AT
REASONABLE COST; AND
(IV)
SELLER FULLY COMPLIES WITH ALL APPLICABLE LAWS GOVERNING THE
OBTAINING, INPUTTING, STORAGE, COMPILATION, MANIPULATION, ACCESS TO AND
DISTRIBUTION OF ANY INDIVIDUAL OR PERSONAL DATA AND ADEQUATE SYSTEMS AND
SAFEGUARDS ARE IN PLACE TO MONITOR SUCH COMPLIANCE ON AN ONGOING BASIS, AS
SPECIFIED IN SCHEDULE 3.15(O).
(P)
[RESERVED]
(Q)
EXCEPT AS SET FORTH ON SCHEDULE 3.15(Q), ALL CONTENT OF EACH OF
THE WEBSITES IS EITHER LICENSED TO SELLER BY THE OWNER OF SUCH CONTENT PURSUANT
TO A VALIDLY EXISTING LICENSE AGREEMENT OR OWNED BY THE SELLER.
(R)
NEITHER THIS