Netgear 2012 Annual Report Download - page 194

export or manufacture of AirCard Products or Business Software infringes, misappropriates or otherwise violates or constitutes the
unauthorized use of any Intellectual Property Rights of any Person or (B) demanding or offering to license to Sellers or any of their
Subsidiaries any Intellectual Property Rights in connection with the AirCard Business. No item of Transferred IP or Licensed IP
(excluding the Sagemcom and Wavecom Patents) is subject to any outstanding Order or settlement agreement or stipulation in litigation
that restricts in any manner the use, provision, transfer, assignment or licensing thereof by Sellers or any of their Subsidiaries or that
may affect the validity, use, ownership, registrability or enforceability of such Transferred IP or Licensed IP (excluding the Sagemcom
and Wavecom Patents).
(g) Except as set forth in Section 5.12(g)
of the Sellers Disclosure Schedule, (i) no Actions have been brought
against any Person by Sellers or any of their Subsidiaries during the six (6) years prior to the date of this Agreement, and (ii) no Actions
have been threatened against any Person by Sellers or any of their Subsidiaries during the two (2) years prior to the date of this
Agreement, in each case alleging that a Person is infringing, misappropriating or otherwise violating or is engaged in the unauthorized
use of, any Transferred IP.
(h)
Sellers and their Subsidiaries have and enforce a policy requiring each Employee engaged in research and
development to execute an Invention Assignment Agreement and a Confidentiality Agreement containing proprietary information,
confidentiality and assignment provisions that provide for (i) the non-disclosure by such Person of any of Sellers’
or any of their
Subsidiaries’
confidential information relating to the AirCard Business, (ii) the assignment by such Person to Sellers or any of their
Subsidiaries of full legal and beneficial title to all contributions, new improvements, inventions and Intellectual Property Rights arising
out of such Person’
s employment or consulting relationship by Sellers or any of their Subsidiaries and (iii) a waiver of all moral rights
in all copyrighted works, which forms have been provided to Buyers. To the Knowledge of Sellers, no Employee has made any
assertions with respect to any alleged ownership or rights in any Transferred IP or Licensed IP (excluding the Sagemcom and Wavecom
Patents). To the Knowledge of Sellers, (A) none of the Employees’
work for Sellers or their Subsidiaries has been in any way
performed in breach of such Employees’
obligations to any Person, including any confidentiality or Intellectual Property Rights transfer
obligations, and (B) there is no reasonable basis for any Person to claim rights to any Transferred IP or Licensed IP (excluding the
Sagemcom and Wavecom Patents) as work for hire or otherwise in connection with any work done by an Employee or consultant for
such Person at any time.
(i) Section 5.12(i)
of the Sellers Disclosure Schedule contains a complete and accurate list of Third Party
Components other than Open Source Software, in each case identifying (i) the AirCard Products or Business Software, as applicable,
associated with such Third Party Component and (ii) the license or other agreement granting Sellers or any of their Subsidiaries rights
in and to such Third Party Component.
(j) Section 5.12(j)
of the Sellers Disclosure Schedule sets forth a complete and accurate list of Third Party
Components that are Open Source Software embedded in any AirCard Product or Business Software that is, as of the date hereof,
distributed or offered for distribution, that would, with respect to any Transferred Technology (i) require its disclosure or distribution in
Source Code form, (ii) require the licensing thereof for the purpose of making derivative works, (iii) impose any restriction on the
consideration to be charged for the distribution thereof, (iv) create, or purport to create, obligations for Sellers or any of their
Subsidiaries with respect to any Transferred IP or grant, or purport to grant, to any third party, any rights or immunities under any
Transferred IP, or (v) impose any other material limitation, restriction, or condition on the right of Sellers or any of their Subsidiaries
with respect to its use or distribution.
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