THE EXCLUSIVE OWNERS OF SUCH INTELLECTUAL PROPERTY BY OPERATION OF LAW OR BY
VALID ASSIGNMENT, OR (B) HAS OBTAINED PERPETUAL, ASSIGNABLE AND NON TERMINABLE
(OTHER THAN FOR BREACH) LICENSES (SUFFICIENT FOR THE CONDUCT OF ITS BUSINESS AS
CURRENTLY CONDUCTED BY THE COMPANY AND AS CURRENTLY PROPOSED TO BE CONDUCTED BY
THE COMPANY) TO ALL SUCH THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
3.12.20.
THE COMPANY HAS TAKEN ALL COMMERCIALLY REASONABLE STEPS TO PROTECT
AND PRESERVE THE CONFIDENTIALITY OF ALL CONFIDENTIAL OR NON-PUBLIC INFORMATION
INCLUDED IN THE COMPANY IP RIGHTS ("CONFIDENTIAL INFORMATION").
ALL USE,
DISCLOSURE OR APPROPRIATION OF CONFIDENTIAL INFORMATION OWNED BY THE COMPANY TO
A THIRD PARTY HAS BEEN PURSUANT TO THE TERMS OF A WRITTEN CONTRACT BETWEEN THE
COMPANY AND SUCH THIRD PARTY.
ALL USE, DISCLOSURE OR APPROPRIATION OF
CONFIDENTIAL INFORMATION BY THE COMPANY NOT OWNED BY THE COMPANY HAS BEEN
PURSUANT TO THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE OWNER
OF SUCH CONFIDENTIAL INFORMATION, OR IS OTHERWISE LAWFUL.
ALL CURRENT AND
FORMER EMPLOYEES AND CONSULTANTS OF THE COMPANY HAVING ACCESS TO CONFIDENTIAL
INFORMATION OR PROPRIETARY INFORMATION OF ANY OF THEIR RESPECTIVE CUSTOMERS OR
BUSINESS PARTNERS HAVE EXECUTED AND DELIVERED TO THE COMPANY AN AGREEMENT
REGARDING THE PROTECTION OF SUCH CONFIDENTIAL INFORMATION OR PROPRIETARY
INFORMATION (IN THE CASE OF PROPRIETARY INFORMATION OF THE COMPANY'S CUSTOMERS
AND BUSINESS PARTNERS, TO THE EXTENT REQUIRED BY SUCH CUSTOMERS AND BUSINESS
PARTNERS).
3.12.21.
SCHEDULE 3.12.21 OF THE DISCLOSURE SCHEDULE LISTS ALL SOFTWARE OR
OTHER MATERIAL THAT IS DISTRIBUTED AS "FREE SOFTWARE", "OPEN SOURCE SOFTWARE" OR
UNDER A SIMILAR LICENSING OR DISTRIBUTION TERMS (INCLUDING BUT NOT LIMITED TO
THE GNU GENERAL PUBLIC LICENSE (GPL), GNU LESSER GENERAL PUBLIC LICENSE (LGPL),
MOZILLA PUBLIC LICENSE (MPL), BSD LICENSES, THE ARTISTIC LICENSE, THE NETSCAPE
PUBLIC LICENSE, THE SUN COMMUNITY SOURCE LICENSE (SCSL) THE SUN INDUSTRY
STANDARDS LICENSE (SISL) AND THE APACHE LICENSE) ("OPEN SOURCE MATERIALS") USED
BY THE COMPANY IN ANY WAY.
THE COMPANY IS IN COMPLIANCE WITH THE TERMS AND
CONDITIONS OF ALL LICENSES FOR THE OPEN SOURCE MATERIALS.
3.12.22.
THE COMPANY HAS NOT (I) INCORPORATED OPEN SOURCE MATERIALS INTO,
OR COMBINED OPEN SOURCE MATERIALS WITH, THE COMPANY IP RIGHTS OR COMPANY
PRODUCTS; (II) DISTRIBUTED OPEN SOURCE MATERIALS IN CONJUNCTION WITH ANY COMPANY
IP RIGHTS OR COMPANY PRODUCTS; OR (III) USED OPEN SOURCE MATERIALS, IN SUCH A
WAY THAT, WITH RESPECT TO (I), (II), OR (III), CREATES, OR PURPORTS TO CREATE
OBLIGATIONS FOR THE COMPANY WITH RESPECT TO ANY COMPANY IP RIGHTS OR GRANT, OR
PURPORT TO GRANT, TO ANY THIRD PARTY, ANY RIGHTS OR IMMUNITIES UNDER ANY COMPANY
IP RIGHTS (INCLUDING USING ANY OPEN SOURCE MATERIALS THAT REQUIRE, AS A
CONDITION OF USE, MODIFICATION AND/OR DISTRIBUTION OF SUCH OPEN SOURCE MATERIALS
THAT OTHER SOFTWARE INCORPORATED INTO, DERIVED FROM OR DISTRIBUTED WITH SUCH
OPEN SOURCE
MATERIALS BE (A) DISCLOSED OR DISTRIBUTED IN SOURCE CODE FORM, (B) BE LICENSED
FOR THE PURPOSE OF MAKING DERIVATIVE WORKS, OR (C) BE REDISTRIBUTABLE AT NO
CHARGE).
3.12.23.
ALL COMPANY PRODUCTS SOLD, LICENSED, LEASED OR DELIVERED BY THE