IS THE LICENSEE.
THERE ARE NO
OUTSTANDING AND, TO THE KNOWLEDGE OF MAJORITY OWNERS AND THE COMPANY, NO
THREATENED DISPUTES OR DISAGREEMENTS WITH RESPECT TO ANY SUCH AGREEMENT.
(C)
EXCEPT AS SET FORTH IN SECTION 3.22(C) OF
THE DISCLOSURE SCHEDULE, ALL CURRENT EMPLOYEES AND ALL FORMER EMPLOYEES OF THE
COMPANY TERMINATED SINCE JANUARY 1, 2006 HAVE EXECUTED THE COMPANY'S STANDARD
FORM OF NON-DISCLOSURE AGREEMENT.
NO EMPLOYEE OF THE COMPANY HAS ENTERED INTO
ANY CONTRACT THAT RESTRICTS OR LIMITS IN ANY WAY THE SCOPE OR TYPE OF WORK IN
WHICH THE EMPLOYEE MAY BE ENGAGED OR REQUIRES THE EMPLOYEE TO TRANSFER, ASSIGN,
OR DISCLOSE INFORMATION CONCERNING HIS WORK TO ANYONE OTHER THAN THE COMPANY.
(D)
NEITHER PARENT NOR THE COMPANY HAS ANY
PATENTS OR PENDING PATENT APPLICATIONS.
(E)
(I)
SECTION 3.22(E) OF DISCLOSURE SCHEDULE CONTAINS A COMPLETE AND ACCURATE LIST AND
SUMMARY DESCRIPTION OF ALL MARKS.
EXCEPT AS SET FORTH ON SECTION 3.22(E) OF THE
DISCLOSURE SCHEDULE, THE COMPANY IS THE OWNER OF ALL RIGHT, TITLE, AND INTEREST
IN AND TO EACH OF THE MARKS, FREE AND CLEAR OF ALL LIENS, SECURITY INTERESTS,
CHARGES, ENCUMBRANCES, EQUITIES, AND OTHER ADVERSE CLAIMS.
(II)
ALL MARKS THAT HAVE BEEN REGISTERED WITH
THE UNITED STATES PATENT AND TRADEMARK OFFICE ARE CURRENTLY IN COMPLIANCE WITH
ALL FORMAL LEGAL REQUIREMENTS (INCLUDING THE TIMELY POST-REGISTRATION FILING OF
AFFIDAVITS OF USE AND INCONTESTABILITY AND RENEWAL APPLICATIONS), ARE VALID AND
ENFORCEABLE, AND ARE NOT SUBJECT TO ANY MAINTENANCE FEES OR TAXES OR ACTIONS
FALLING DUE WITHIN NINETY DAYS AFTER THE CLOSING DATE.
(III)
NO MARK HAS BEEN OR IS NOW INVOLVED IN ANY
OPPOSITION, INVALIDATION, OR CANCELLATION AND, TO THE KNOWLEDGE OF MAJORITY
OWNERS, NO SUCH ACTION IS THREATENED WITH THE RESPECT TO ANY OF THE MARKS.
56
(IV)
TO THE KNOWLEDGE OF MAJORITY OWNERS AND THE
COMPANY, THERE IS NO POTENTIALLY INTERFERING TRADEMARK OR TRADEMARK APPLICATION
OF ANY THIRD PARTY.
(V)
NO MARK IS INFRINGED OR, TO THE KNOWLEDGE OF
MAJORITY OWNERS AND THE COMPANY, HAS BEEN CHALLENGED OR THREATENED IN ANY WAY.
NONE OF THE MARKS USED BY THE COMPANY INFRINGES OR IS ALLEGED TO INFRINGE ANY
TRADE NAME, TRADEMARK, OR SERVICE MARK OF ANY THIRD PARTY.
(VI)
ALL PRODUCTS AND MATERIALS CONTAINING A MARK
BEAR THE PROPER FEDERAL REGISTRATION NOTICE WHERE PERMITTED BY LAW.
(F)
NEITHER PARENT NOR THE COMPANY HAS ANY
COPYRIGHTS.
(G)
(I)
WITH
RESPECT TO EACH TRADE SECRET, THE DOCUMENTATION RELATING TO SUCH TRADE SECRET IS
CURRENT, ACCURATE, AND SUFFICIENT IN DETAIL AND CONTENT TO IDENTIFY AND EXPLAIN
IT AND TO ALLOW ITS FULL AND PROPER USE WITHOUT RELIANCE ON THE KNOWLEDGE OR
MEMORY OF ANY INDIVIDUAL.
(II)
MAJORITY OWNERS AND THE COMPANY HAVE TAKEN
ALL COMMERCIALLY REASONABLE PRECAUTIONS TO PROTECT THE SECRECY, CONFIDENTIALITY,
AND VALUE OF THEIR TRADE SECRETS.
(III)
THE COMPANY HAS GOOD TITLE AND AN ABSOLUTE
(BUT NOT NECESSARILY EXCLUSIVE) RIGHT TO USE THE TRADE SECRETS.
THE TRADE
SECRETS ARE NOT PART OF THE PUBLIC KNOWLEDGE OR LITERATURE, AND, TO THE
KNOWLEDGE OF MAJORITY OWNERS AND THE COMPANY, HAVE NOT