Knowledge of the Company, on behalf of the Company or any of its subsidiaries, except for those that were resolved without material cost or liability, and (iii) neither the Company or any of
its subsidiaries have received any written notice, order, complaint or other correspondence from any Governmental Entity, data subject or other person alleging a breach of, or non-compliance with, the Privacy
Laws (other than individual data subject complaints and requests in the ordinary course of business) and, to the Knowledge of the Company, no circumstances exist which are likely to result in any such notice, order, complaint or other correspondence
being sent, served, given or made.
(i) There are no defects in any of the Company Products that would prevent the same from
performing materially in accordance with the Company and its subsidiaries obligations to customers under written customer agreements. The Company and its subsidiaries own, lease, license, or otherwise have the legal right to use all material
Business Systems, and such Business Systems are materially sufficient for the business of the Company and its subsidiaries as it is currently conducted. Except as would not reasonably be expected to be material to the business of the Company and its
subsidiaries, taken as a whole, the Company Products and the Business Systems do not contain any disabling codes or instructions, spyware, Trojan horses, worms, viruses or similar programs designed to cause unauthorized access to, or unauthorized
disruption, impairment, disablement, or destruction of, software, data or other materials.
(j) (i) The Company and its subsidiaries are,
and, since January 1, 2020, have been, in material compliance with all applicable Privacy Laws, the Companys and its subsidiaries internal and published external privacy policies, industry standards applicable to the industry in
which the Company and its subsidiaries operate (including, if applicable, PCI-DSS) and the requirements of any provisions of any material Contract to which the Company or any of its subsidiaries is a party
relating to the Companys and its subsidiaries collection, storage, security, transfer, use and/or processing of any Personal Information and data breach notification, and the transactions contemplated by this Agreement will not violate
any of the foregoing in any material way, and (ii) the Company and its subsidiaries have commercially reasonable physical, technical, organizational and administrative security measures and policies in place to protect all Personal Information
collected or otherwise processed by them or on their behalf.
(k) For purposes of this Agreement:
(i) Company Intellectual Property means all Intellectual Property owned or
purported to be owned by the Company and its subsidiaries.
(ii) Company
Products means all software and other products, including any of the foregoing currently in development, from which the Company or any of its subsidiaries have derived within the two years preceding the date hereof or is currently deriving
or is scheduled to derive, revenue from the sale, license, maintenance or provision thereof.
(iii) Intellectual Property means all intellectual property and other proprietary rights
of any kind throughout the world, including rights in: (A) (1) patents, patent applications, inventions and improvements thereof (whether or not patentable or reduced to practice) (collectively Patents); (2) copyrights in
both published and unpublished works, including all works of authorship (whether or not copyrightable), mask works compilations, databases and computer programs, manuals and other documentation, software (whether in source code or object code form),
and all copyright registrations and applications (collectively, Copyrights); (3) registered and unregistered trademarks and service marks and related registrations and applications for registration (including intent-to-use applications), Internet domain names, trade names, corporate names, logos, slogans, social media identifiers, trade dress and all goodwill associated with any of
the foregoing (collectively, Marks); (4) trade secrets, know-how and confidential information, including inventions, discoveries research in progress, algorithms, databases, data
collections, designs, processes, methods, formulae, schematics, blueprints, flow charts, models, strategies and prototypes, and rights of privacy and publicity (collectively, Trade Secrets); and (B) registrations,
applications, divisionals, continuations, continuations-in-part, re-examinations,
re-issues, renewals and foreign counterparts related to the foregoing in clause (A).
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