TAKEN REASONABLE STEPS TO
PROTECT AND PRESERVE THE CONFIDENTIALITY OF ALL PURCHASED IP RIGHTS NOT
OTHERWISE DISCLOSED IN PUBLISHED PATENTS, PATENT APPLICATIONS, REGISTERED
COPYRIGHTS OR PUBLIC PUBLICATIONS ("BUSINESS CONFIDENTIAL INFORMATION").
USE BY
AND DISCLOSURE TO EMPLOYEES OR OTHERS OF BUSINESS CONFIDENTIAL INFORMATION HAS
BEEN PURSUANT TO THE TERMS OF VALID AND BINDING WRITTEN CONFIDENTIALITY AND
NONUSE/RESTRICTED-USE AGREEMENTS OR AGREEMENTS THAT CONTAIN SIMILAR OBLIGATIONS.
(J)
EXCEPT AS SET FORTH ON SCHEDULE 2.5(J),
TO SELLER'S KNOWLEDGE, EACH CURRENT AND FORMER EMPLOYEE AND INDEPENDENT
CONTRACTOR OF SELLER AND EACH PURCHASED SUBSIDIARY WHO IS OR WAS INVOLVED IN, OR
WHO HAS CONTRIBUTED TO, THE CREATION OR DEVELOPMENT OF ANY PURCHASED IP RIGHT
HAS EXECUTED AND DELIVERED (AND, TO SELLER'S KNOWLEDGE, IS IN COMPLIANCE WITH)
AN AGREEMENT WHICH PROVIDES A VALID WRITTEN ASSIGNMENT, OR AN OBLIGATION TO
PROVIDE AN ASSIGNMENT ON REQUEST, TO SELLER OR THE PURCHASED SUBSIDIARIES, AS
APPLICABLE, OF ALL TITLE AND RIGHTS TO ALL SUCH PURCHASED IP RIGHTS.
2.6
EMPLOYEES AND INDEPENDENT CONTRACTORS.
(A)
SCHEDULE 2.6 CONTAINS A TRUE AND COMPLETE
LIST, AS OF APRIL 15, 2008, OF ALL EMPLOYEES EMPLOYED PRIMARILY IN THE BUSINESS,
INCLUDING PERSONS EMPLOYED BY A PURCHASED SUBSIDIARY, (COLLECTIVELY, THE
"BUSINESS EMPLOYEES"), INCLUDING EACH SUCH EMPLOYEE'S (I) NAME, (II) TITLE,
(III) PRINCIPAL LOCATION OF EMPLOYMENT, (IV) NAME OF EMPLOYER (I.E., SELLER OR A
PURCHASED SUBSIDIARY), AND (V) CURRENT SALARY AND OTHER COMPENSATION ARRANGEMENT
(I.E. COMMISSION RATE).
(B)
(I)
ALL BUSINESS EMPLOYEES AND OTHER
EMPLOYEES WHO HAVE PREVIOUSLY BEEN EMPLOYED FOR THE BUSINESS HAVE EXECUTED
SELLER'S FORM PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT, A COPY OF WHICH
HAS BEEN PROVIDED TO BUYER (OR, IN THE CASE OF EMPLOYEES OF A PURCHASED
SUBSIDIARY, A FORM PROVIDING SIMILAR PROTECTIONS); (II) TO THE KNOWLEDGE OF
SELLER, NO BUSINESS EMPLOYEE IS A PARTY TO OR IS BOUND BY ANY EMPLOYMENT
CONTRACT, PATENT DISCLOSURE AGREEMENT, NONCOMPETITION AGREEMENT OR OTHER
RESTRICTIVE COVENANT OR OTHER CONTRACT WITH ANY THIRD PARTY THAT WOULD BE LIKELY
TO AFFECT IN ANY MATERIAL WAY (A) THE PERFORMANCE BY SUCH BUSINESS EMPLOYEE OF
ANY OF HIS OR HER DUTIES OR RESPONSIBILITIES AS AN EMPLOYEE OF THE BUSINESS,
OR (B) THE BUSINESS; AND (III) TO THE KNOWLEDGE OF SELLER, NO BUSINESS EMPLOYEE
IS IN VIOLATION OF ANY TERM OF ANY EMPLOYMENT CONTRACT, PATENT DISCLOSURE
AGREEMENT, NONCOMPETITION AGREEMENT, OR ANY OTHER RESTRICTIVE COVENANT WITH ANY
THIRD PARTY RELATING TO THE RIGHT OF ANY SUCH BUSINESS EMPLOYEE TO BE EMPLOYED
BY SELLER.
(C)
SELLER HAS TERMINATED THE EMPLOYMENT OF ALL
TRANSFERRED EMPLOYEES, INCLUDING THE EMPLOYMENT AGREEMENTS SET FORTH ON SCHEDULE
2.6(C), EFFECTIVE UPON THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
SELLER HAS PAID OR OTHERWISE SATISFIED ALL OBLIGATIONS DUE TO THE
TRANSFERRED EMPLOYEES IN RESPECT OF THEIR EMPLOYMENT WITH SELLER UPON THE
TERMINATION OF THEIR EMPLOYMENT WITH SELLER, INCLUDING IF APPLICABLE, ANY WAGES,
SALARIES, BONUSES (INCLUDING ANY BONUSES THAT ARISE OUT OF THE COMPLETION OF THE
TRANSACTIONS CONTEMPLATED HEREBY), ACCRUED VACATION PAY, AND SEVERANCE PAY, AND
ALL PAYROLL TAXES PAYABLE WITH RESPECT TO SUCH EMPLOYEES, WITH THE EXCEPTION OF
THE RETENTION AGREEMENTS SET