COMPANY INTELLECTUAL PROPERTY
RIGHTS, NOR IS THE COMPANY BOUND BY OR A PARTY TO ANY OPTIONS, LICENSES OR
AGREEMENTS OF ANY KIND WITH RESPECT TO THE PATENTS, TRADEMARKS, SERVICE MARKS,
TRADE NAMES, DOMAIN NAMES, COPYRIGHTS, TRADE SECRETS, LICENSES, INFORMATION,
PROPRIETARY RIGHTS AND/OR PROCESSES OF ANY OTHER PERSON OR ENTITY, EXCEPT, IN
EITHER CASE, FOR STANDARD GENERALLY COMMERCIALLY AVAILABLE END-USER, OBJECT
CODE, INTERNAL-USE SOFTWARE LICENSE AGREEMENTS.
EXCEPT AS DISCLOSED ON SCHEDULE
3.1(P), NEITHER THE COMPANY NOR ANY SUBSIDIARY HAS RECEIVED A WRITTEN NOTICE
THAT THE INTELLECTUAL PROPERTY RIGHTS USED BY THE COMPANY OR ANY SUBSIDIARY
VIOLATES OR INFRINGES UPON THE RIGHTS OF ANY PERSON, AND NEITHER COMPANY NOR ANY
SUBSIDIARY HAS ANY SPECIFIC BASIS TO BELIEVE ANY SUCH NOTICE MAY BE
FORTHCOMING.
EXCEPT AS DISCLOSED ON SCHEDULE 3.1(O), AND TO THE KNOWLEDGE OF
THE COMPANY SOLELY WITH RESPECT TO PATENTS AND PATENT APPLICATIONS, ALL SUCH
COMPANY INTELLECTUAL PROPERTY RIGHTS ARE ENFORCEABLE AND THERE IS NO EXISTING
INFRINGEMENT BY ANOTHER PERSON OF ANY OF THE COMPANY INTELLECTUAL PROPERTY
RIGHTS.
THE COMPANY AND ITS SUBSIDIARIES HAVE TAKEN REASONABLE SECURITY
MEASURES TO PROTECT THE SECRECY, CONFIDENTIALITY AND VALUE OF ALL OF THEIR
INTELLECTUAL PROPERTIES.
EACH PRESENT AND FORMER EMPLOYEE AND OFFICER OF THE
COMPANY HAS EXECUTED A PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT, AND
EACH CONSULTANT TO THE COMPANY HAS
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EXECUTED A CONSULTING AGREEMENT EITHER IN THE FORMS PROVIDED TO PURCHASER'S
COUNSEL OR A SUBSTANTIALLY SIMILAR FORM.
THE COMPANY IS NOT AWARE THAT ANY OF
ITS PRESENT AND FORMER EMPLOYEES, OFFICERS OR CONSULTANTS ARE IN VIOLATION
THEREOF, AND THE COMPANY WILL USE ITS COMMERCIALLY REASONABLE EFFORTS TO PREVENT
ANY SUCH VIOLATION.
ALL PERSONS WHO HAVE HAD ACCESS TO A COMPANY TRADE SECRETS
OR CONFIDENTIAL INFORMATION HAVE SIGNED A CUSTOMARY NON-DISCLOSURE AND NON-USE
AGREEMENT NOT CONTAINING A "RESIDUALS" CLAUSE OR SIMILAR PROVISION.
TO THE
EXTENT THE COMPANY USES ANY "OPEN SOURCE" OR "COPYLEFT" SOFTWARE OR IS A PARTY
TO "OPEN" OR "PUBLIC SOURCE" OR SIMILAR LICENSES (INCLUDING, BUT NOT LIMITED TO,
THE GNU GENERAL PUBLIC LICENSE (GPL), GNU LESSER GENERAL PUBLIC LICENSE (LGPL),
MOZILLA PUBLIC LICENSE (MPL), AND THE COMMON DEVELOPMENT AND DISTRIBUTION
LICENSE (CDDL)), THE COMPANY IS NOT REQUIRED TO MAKE ANY PUBLIC DISCLOSURE OR TO
MAKE AVAILABLE ANY SOURCE CODE OR OTHER COMPANY INTELLECTUAL PROPERTY RIGHT
EITHER USED, DEVELOPED, OR MODIFIED BY COMPANY.
(Q) INSURANCE.
THE COMPANY AND THE SUBSIDIARIES ARE INSURED BY INSURERS OF
RECOGNIZED FINANCIAL RESPONSIBILITY AGAINST SUCH LOSSES AND RISKS AND IN SUCH
AMOUNTS AS ARE PRUDENT AND CUSTOMARY IN THE BUSINESSES IN WHICH THE COMPANY AND
THE SUBSIDIARIES ARE ENGAGED, INCLUDING, BUT NOT LIMITED TO, DIRECTORS AND
OFFICERS INSURANCE COVERAGE.
TO THE BEST KNOWLEDGE OF THE COMPANY, SUCH
INSURANCE CONTRACTS AND POLICIES ARE ACCURATE AND COMPLETE.
NEITHER THE COMPANY
NOR ANY SUBSIDIARY HAS ANY REASON TO BELIEVE THAT IT WILL NOT BE ABLE TO RENEW
ITS EXISTING INSURANCE COVERAGE AS AND WHEN SUCH COVERAGE EXPIRES OR TO OBTAIN
SIMILAR COVERAGE FROM SIMILAR INSURERS AS MAY BE NECESSARY TO CONTINUE ITS
BUSINESS.
THE COMPANY HAS PROVIDED TO PURCHASER'S COUNSEL