Incredimail 2011 Annual Report Download - page 174

(b) The Company owns all right, title and interest in and to, or has a valid and enforceable right to use, free and clear of all claims and
Encumbrances (other than Permitted Encumbrances), the Intellectual Property used in the conduct of the Company’
s business as currently conducted or Currently
Proposed to be Conducted. The use of Company Intellectual Property in the Company's business as currently conducted or Currently Proposed to be Conducted does
not violate, infringe, or constitute a misappropriation of any Intellectual Property Rights of any other Person, including without limitation, of its present or former
employees or the former employers of its present or former employees. There are no Persons who have claimed in writing to the Company to own, or who have been
granted by the Company an exclusive license to, any Company Intellectual Property. Other than under the Immaterial License-
In Contracts the Company is not
obligated to make any payments by way of royalties, fees or otherwise to any owner or licensor of, or other claimant to, any Intellectual Property Rights, with respect
to the use thereof in connection with the conduct of the Company’s business or otherwise. The Registered Intellectual Property Rights are valid and enforceable.
(c) Any and all Intellectual Property which has been developed or is currently being developed by any Persons for the Company that is
purported to be Company Intellectual Property: (i) has been developed in the course of their employment or engagement with the Company, such that pursuant to
applicable law all Intellectual Property arising therefrom has become the exclusive property of the Company, or (ii) has been validly assigned solely to the Company
free of any claims and under signed written agreements providing that all such Intellectual Property are owned exclusively by the Company and all moral rights have
been explicitly waived. The Company has taken reasonable steps consistent with industry standards to maintain the secrecy of the Company’
s nonpublic information
(where “nonpublic information”
means information that is not generally known or readily ascertainable through proper means, whether tangible or intangible) from
which the Company derives independent economic value, actual or potential, from the nonpublic information not being generally known. The Company has taken
security measures to protect the secrecy, confidentiality and value of all the Company Intellectual Property, which measures are reasonable and customary in the
industry in which it operates. Each current and former Service Provider who, either alone or in concert with others, developed, invented, discovered, derived,
programmed or designed the Company Intellectual Property, or who has knowledge of or access to information about the Company Intellectual Property, has entered
into a valid and legally binding written assignment of inventions and non-
disclosure agreement with the Company regarding ownership and treatment of the Company
Intellectual Property. With respect to Service Providers who are employees, such agreements are substantially similar to the forms provided to Purchaser.
(d)
The Company has not received any claim, notice or other communication (written, oral or otherwise) alleging that the Company has
violated or by conducting its business as currently conducted or Currently Proposed to be Conducted, would violate, misappropriate, or infringe any Intellectual
Property Rights of any other Person. The Company has not received written notice of any infringement or misappropriation of or conflict with asserted rights of
others, with respect to any Company Intellectual Property. To the Knowledge of the Company, there are no facts, and no facts have been asserted, which would
reasonably be expected to render any of the Company Intellectual Property invalid or unenforceable.
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