ASSERTED OR THREATENED IN WRITING OR ORALLY ANY CLAIM AGAINST ANY
PERSON ALLEGING ANY INFRINGEMENT, MISAPPROPRIATION OR VIOLATION OF ANY SELLER
INTELLECTUAL PROPERTY AND (II) ARE NOT AWARE OF ANY FACTS OR CIRCUMSTANCES WHICH
COULD GIVE RISE TO A SUCH CLAIM.
17
(G)
THE SELLERS PRESENTLY TAKE COMMERCIALLY
REASONABLE STEPS TO PROTECT THE SELLERS' RIGHTS IN CONFIDENTIAL INFORMATION AND
TRADE SECRETS OF THE SELLERS OR PROVIDED BY ANY OTHER PERSON TO THE SELLERS
SUBJECT TO A DUTY OF CONFIDENTIALITY.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE SELLERS HAVE, AND ENFORCE, A POLICY REQUIRING EACH EMPLOYEE,
CONSULTANT AND INDEPENDENT CONTRACTOR TO EXECUTE PROPRIETARY INFORMATION,
CONFIDENTIALITY AND INVENTION AND COPYRIGHT ASSIGNMENT AGREEMENTS SUBSTANTIALLY
IN THE FORM SET FORTH AS ATTACHMENT 2.10(G) TO THE DISCLOSURE SCHEDULE, AND ALL
CURRENT EMPLOYEES, CONSULTANTS AND INDEPENDENT CONTRACTORS OF THE SELLERS,
EXCEPT AS SET FORTH IN SECTION 2.10(G) OF THE DISCLOSURE SCHEDULE, HAVE EXECUTED
SUCH AN AGREEMENT AND COPIES OF ALL SUCH AGREEMENTS HAVE BEEN PROVIDED TO
ACQUIRER OR MADE AVAILABLE TO ACQUIRER FOR REVIEW.
(H)
NEITHER THIS AGREEMENT NOR ANY TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT WILL RESULT IN ACQUIRER OR THE SELLERS AFTER THE
CLOSING DATE GRANTING ANY RIGHTS OR LICENSES WITH RESPECT TO THE INTELLECTUAL
PROPERTY OF ACQUIRER OR THE SELLERS AFTER THE CLOSING DATE, TO ANY PERSON
PURSUANT TO ANY CONTRACT TO WHICH EITHER SELLER IS A PARTY OR BY WHICH ANY OF
THEIR PURCHASED ASSETS ARE BOUND. NEITHER THIS AGREEMENT NOR ANY TRANSACTION
CONTEMPLATED BY THIS AGREEMENT WILL RESULT IN THE LOSS OF ANY OWNERSHIP OR
LICENSE RIGHTS OF THE SELLERS OR THE ACQUIRER FROM AND AFTER THE CLOSING DATE IN
ANY OF THE SELLERS INTELLECTUAL PROPERTY OR REQUIRE OR OBLIGATE ACQUIRER OR THE
SELLERS AFTER THE CLOSING DATE (I) TO GRANT TO ANY THIRD PARTY ANY RIGHTS OR
LICENSES WITH RESPECT TO ANY SELLER INTELLECTUAL PROPERTY; OR (II) TO PAY ANY
ROYALTIES OR OTHER AMOUNTS.
NEITHER THIS AGREEMENT NOR ANY TRANSACTION
CONTEMPLATED BY THIS AGREEMENT WILL GIVE TO ANY THIRD PARTY THE RIGHT TO
TERMINATE, IN WHOLE OR IN PART, ANY CONTRACTS OR LICENSES TO WHICH EITHER SELLER
IS A PARTY WITH RESPECT TO ANY INTELLECTUAL PROPERTY, EXCEPT FOR THE CONTRACTS
OR LICENSES SET FORTH IN SECTION 2.10(I) OF THE DISCLOSURE SCHEDULE.
(I)
NEITHER SELLER HAS DEPOSITED WITH AN
ESCROW AGENT OR ANY OTHER PERSON, ANY OF ITS COMPUTER SOFTWARE AND CODE, IN A
FORM OTHER THAN OBJECT CODE FORM, INCLUDING RELATED PROGRAMMER COMMENTS AND
ANNOTATIONS, WHICH MAY BE PRINTED OUT OR DISPLAYED IN READILY HUMAN READABLE
FORM.
SECTION 2.11
CONTRACTS.
(A)
SECTION 2.11(A) OF THE DISCLOSURE SCHEDULE
(WITH PARAGRAPH REFERENCES CORRESPONDING TO THOSE SET FORTH BELOW) CONTAINS A
TRUE AND COMPLETE LIST OF EACH OF THE FOLLOWING CONTRACTS OR OTHER ARRANGEMENTS
(TRUE AND COMPLETE COPIES OF WHICH OR, IF NONE, REASONABLY COMPLETE AND ACCURATE
WRITTEN DESCRIPTIONS THEREOF, TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS
THERETO AND ALL WAIVERS OF ANY TERMS THEREOF, HAVE BEEN MADE AVAILABLE TO
ACQUIRER PRIOR TO THE EXECUTION OF THIS AGREEMENT) OTHER THAN EXCLUDED
CONTRACTS, TO