ENFORCEABLE.
EACH APPLICABLE MDL GROUP COMPANY HAS USED
REASONABLE COMMERCIAL EFFORTS TO MAINTAIN THE CONFIDENTIALITY OF ITS
INTELLECTUAL PROPERTY TO THE EXTENT THE VALUE THEREOF IS CONTINGENT UPON
MAINTAINING CONFIDENTIALITY, EXCEPT WHERE FAILURE TO SO MAINTAIN WOULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL EFFECT ON THE BUSINESS.
15
(G)
EXCEPT AS SET FORTH ON SCHEDULE 2.11(G), TO SELLERS' KNOWLEDGE,
NONE OF THE MDL GROUP COMPANIES' PRODUCTS OR PORTION THEREOF CONSTITUTING
SOFTWARE ARE BEING DISTRIBUTED, IN WHOLE OR IN PART, OR ARE BEING USED BY ANY
MDL GROUP COMPANY IN CONJUNCTION WITH ANY PUBLIC SOFTWARE.
"PUBLIC SOFTWARE"
MEANS ANY SOFTWARE THAT CONTAINS, OR IS DERIVED IN ANY MANNER (IN WHOLE OR IN
PART) FROM, ANY SOFTWARE THAT IS DISTRIBUTED AS FREE SOFTWARE, OPEN SOURCE
SOFTWARE (E.G., LINUX) OR SIMILAR LICENSING OR DISTRIBUTION MODELS INCLUDING THE
GNU GENERAL PUBLIC LICENSE (GPL) OR THE GNU LESSER GENERAL PUBLIC LICENSE
(LGPL).
(H)
TO SELLERS' KNOWLEDGE, NONE OF THE SOFTWARE USED IN THE BUSINESS
(INCLUDING IN ANY SOFTWARE MARKETED OR UNDER DEVELOPMENT BY THE MDL GROUP
COMPANIES) CONTAINS ANY WORM, BOMB, BACKDOOR, CLOCK, TIMER, OR OTHER DISABLING
DEVICE CODE, DESIGN OR ROUTINE WHICH CAN CAUSE SOFTWARE TO BE ERASED,
INOPERABLE, OR OTHERWISE INCAPABLE OF BEING USED, EITHER AUTOMATICALLY OR UPON
COMMAND BY ANY PERSON, IN EACH CASE WHERE SUCH ITEM WOULD MATERIALLY AFFECT THE
USE OR OPERATION OF SUCH SOFTWARE.
(I)
IN THE ORDINARY COURSE, SELLERS UNDERTAKE CONTRACTUAL OBLIGATIONS
TO DEPOSIT CERTAIN SOURCE CODE OF CERTAIN SOFTWARE PRODUCTS INTO ESCROW
ACCOUNTS.
TO SELLERS' KNOWLEDGE, NO BREACH OF ANY SUCH CONTRACTUAL OBLIGATIONS
HAS OCCURRED WHICH WOULD RESULT IN THE RELEASE FROM ESCROW OF THE RELEVANT
SOURCE CODE.
(J)
AS USED IN THIS AGREEMENT, "INTELLECTUAL PROPERTY" MEANS ALL OF
THE FOLLOWING AND ALL WORLDWIDE RIGHTS THEREIN, ARISING THEREFROM, OR ASSOCIATED
THEREWITH:
(I) TRADEMARKS, TRADE NAMES, TRADE DRESS, SERVICE MARKS, LOGOS,
BUSINESS NAMES, AND ALL REGISTRATIONS THEREOF AND APPLICATIONS FOR REGISTRATION
THEREFOR (INCLUDING ALL GOODWILL ASSOCIATED THERETO); (II) COPYRIGHTS, COPYRIGHT
REGISTRATIONS, MASK WORKS AND MASK WORK REGISTRATIONS, AND APPLICATIONS
THEREFORE AND ALL OTHER RIGHTS CORRESPONDING THERETO THROUGHOUT THE WORLD; (III)
TRADE SECRETS, PROPRIETARY INFORMATION, TECHNOLOGY, KNOW-HOW, PROCESSES,
TECHNICAL DATA AND CUSTOMER LISTS; (IV) PATENTS, PATENT APPLICATIONS, AND ALL
REISSUES, DIVISIONS, RENEWALS, REEXAMINATIONS, EXTENSIONS, PROVISIONALS,
CONTINUATIONS, CONTINUING PROSECUTION APPLICATIONS AND CONTINUATIONS-IN-PART
THEREOF, AND INVENTIONS AND IMPROVEMENTS (WHETHER OR NOT PATENTED OR
PATENTABLE); (V) COMPUTER SOFTWARE, INCLUDING ALL SOURCE CODE, OBJECT CODE,
FIRMWARE, DEVELOPMENT TOOLS, FILES, RECORDS AND DATA, ALL MEDIA ON WHICH ANY OF
THE FOREGOING IS RECORDED, ALL WEB ADDRESSES, SITES AND DOMAIN NAMES; AND (VI)
DATABASES AND DATA COLLECTIONS AND ALL RIGHTS THEREIN THROUGHOUT THE WORLD.
SECTION 2.12
LABOR MATTERS.
(A)
EXCEPT AS SET FORTH IN SCHEDULE 2.12(A), NO MDL GROUP COMPANY IS,
NOR ARE ANY OF SELLERS' OR THEIR AFFILIATES WITH RESPECT TO ANY OF THE
EMPLOYEES, A PARTY TO OR OTHERWISE BOUND BY OR CURRENTLY NEGOTIATING IN
CONNECTION WITH ENTERING INTO ANY COLLECTIVE BARGAINING OR ANY OTHER TYPE OF
COLLECTIVE LABOR OR UNION AGREEMENT, AND THERE IS NO LABOR UNION OR OTHER