LICENSED RIGHT TO USE, ANY INTELLECTUAL
PROPERTY, AND TO THE KNOWLEDGE OF THE COMPANY, NO VALID BASIS FOR ANY SUCH
LITIGATION, OPPOSITION, CANCELLATION, PROCEEDING, OBJECTION OR CLAIM EXISTS;
21
(7)
THE COMPANY AND EACH OF THE COMPANY SUBSIDIARIES HAVE TAKEN ALL
REASONABLE MEASURES TO PROTECT THEIR INTELLECTUAL PROPERTY, AND TO PROTECT THE
CONFIDENTIALITY OF ALL TRADE SECRETS THAT THEY OWN, USE OR HOLD, AND TO THE
KNOWLEDGE OF THE COMPANY, SUCH TRADE SECRETS HAVE NOT BEEN USED, DISCLOSED TO OR
DISCOVERED BY ANY PERSON EXCEPT PURSUANT TO VALID AND APPROPRIATE NON-DISCLOSURE
AND/OR LICENSE AGREEMENTS WHICH HAVE NOT BEEN BREACHED; AND
(8)
(I) THE IT ASSETS OWNED, USED OR HELD FOR USE BY THE COMPANY OR
ANY OF THE COMPANY SUBSIDIARIES OPERATE AND PERFORM IN ALL MATERIAL RESPECTS IN
ACCORDANCE WITH THEIR DOCUMENTATION AND FUNCTIONAL SPECIFICATIONS AND OTHERWISE
AS REQUIRED BY THE COMPANY AND EACH OF THE COMPANY SUBSIDIARIES IN CONNECTION
THEIR RESPECTIVE BUSINESSES, (II) TO THE KNOWLEDGE OF THE COMPANY, NO PERSON HAS
GAINED UNAUTHORIZED ACCESS TO THE IT ASSETS, (III) THE COMPANY AND THE COMPANY
SUBSIDIARIES HAVE IMPLEMENTED REASONABLE BACKUP AND DISASTER RECOVERY PLANS AND
TECHNOLOGY CONSISTENT WITH INDUSTRY PRACTICES AND (IV) THE COMPANY AND EACH OF
THE COMPANY SUBSIDIARIES TAKE ALL REASONABLE MEASURES, DIRECTLY OR INDIRECTLY,
TO ENSURE THE CONFIDENTIALITY, PRIVACY AND SECURITY OF EMPLOYEE, CUSTOMER AND
OTHER CONFIDENTIAL INFORMATION AND TO COMPLY WITH THEIR RESPECTIVE PRIVACY
POLICIES OR COMMITMENTS TO CUSTOMERS.
For the purposes of this Agreement, "Intellectual Property" shall mean
(i) trademarks, service marks, Internet domain names, logos, product names and
slogans, symbols, trade dress, assumed names, fictitious names, trade names,
d/b/a's, brand names, business names, corporate names, and any and every other
form of trade identity and other indicia of origin, all applications and
registrations for the foregoing, including renewals of the same, and all
goodwill associated therewith and symbolized thereby; (ii) inventions and
discoveries (whether patentable or unpatentable and whether or not reduced to
practice), all improvements thereto, all patents (including utility and design
patents, industrial designs and utility models), invention disclosures and
applications therefor, including divisions, revisions, supplementary protection
certificates, continuations, continuations-in-part and renewal applications, and
including extensions, reissues and re-examinations thereof; (iii) published and
unpublished works of authorship, whether copyrightable or not (including without
limitation databases and other compilations of information, mask works and
semiconductor chip rights, computer and electronic data processing programs,
operating programs and software, both source code and object code, flow charts,
diagrams, and similar items), copyrights therein and thereto, and registrations
and applications therefor, and all renewals, extensions, restorations and
reversions thereof; (iv) trade secrets and other confidential information
(including ideas, research and development, know-how, formulae, drawings,
prototypes, models, designs, technology, compositions, manufacturing, production
and other processes and techniques, schematics, technical data, engineering,
production and other designs, drawings, engineering notebooks, industrial
models, software and specifications, business methods, customer lists and
supplier lists, and any other information meeting the definition of a trade
secret under the Uniform Trade Secrets Act) ("Trade Secrets"); (v) all other
intellectual property, industrial