Incredimail 2012 Annual Report Download - page 250

(xi) “ Intercompany Agreement ”
means that certain Research and Development Agreement, dated as of
January 1, 2006, as amended on May 2011, between the Company and the Israeli Subsidiary.
(xii) “ Open Source Materials ” means software or other material that is distributed as “free software” or “
open
source software”
as such terms are defined by the Free Software Foundation, or under licensing or distribution terms substantially similar
thereto, including but not limited to the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public
License (MPL), BSD licenses, the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL) the Sun Industry
Standards License (SISL) and the Apache License.
(xiii) “ Personal Data ”
means information from or about an individual person whose use, aggregation, holding
or management is restricted under any applicable law, including, but not limited to, an individual person’
s: (a) personally identifiable
information (e.g. name, street address, telephone number, e-mail address, photograph, social security number, driver’
s license number, passport
number, or any other piece of information that allows the identification of a natural person); (b) Internet Protocol address or other persistent
identifier; and (c) “sensitive information” as defined by the Israeli Privacy Protection Law, 1981.
(xiv) “ Proprietary Inf ormation and Technology ”
means any and all of the following: works of authorship,
computer programs, source code and executable code, whether embodied in software, firmware or otherwise, assemblers, applets, compilers,
user interfaces, application programming interfaces, protocols, architectures, documentation, annotations, comments, designs, files, records,
schematics, test methodologies, test vectors, emulation and simulation tools and reports, hardware development tools, models, tooling,
prototypes, breadboards and other devices, data, data structures, databases, data compilations and collections, inventions (whether or not
patentable), invention disclosures, discoveries, improvements, technology, proprietary and confidential ideas and information, know-
how and
information maintained as Trade Secrets, tools, concepts, techniques, methods, processes, formulae, patterns, algorithms and specifications,
customer lists and supplier lists and any and all instantiations or embodiments of the foregoing or any Intellectual Property Rights in any form
and embodied in any media.
(xv) “ Third Party Intellectual Property ” means any and all Intellectual Property owned by a third party.
(xvi) “ Trade Secrets ” means all non disclosed and non-
public inventions (whether or not patentable) and
improvements thereto, know-
how, research and development information, business plans, specifications, designs, processes, process libraries,
technical data, customer data, financial information, pricing and cost information, bills of material, or other confidential information exclusively
owned by a Person, including any formula, pattern, compilation, program, device, method, technique, or process, that (i) provides an actual or
potential independent economic value from not being generally known to and not being readily ascertainable by, other Persons, and (ii) is the
subject of efforts that are reasonable under the circumstances to maintain its secrecy.
(b) Status
. The Company and the Israeli Subsidiary, as applicable, has full title and ownership of,
or is duly licensed under or otherwise authorized to use, all Intellectual Property necessary to enable it to carry on the
Business, free and clear of any Encumbrances. The Israeli Subsidiary did not make any use of the Company Intellectual
Property, other than pursuant to the Business. The Company Intellectual Property collectively constitutes all of the
intangible assets, intangible properties, rights and Intellectual Property necessary or desirable for Purchaser’
s conduct of,
or that are used in or held for use for, the Business, without: (i) the need for Purchaser to acquire or license any other
intangible asset, intangible property or Intellectual Property Right, and (ii) the breach or violation of any
Contract. Neither the Company nor the Israeli Subsidiary has transferred ownership of, or agreed to transfer ownership of,
or granted any exclusive licenses to, or agreed to grant any exclusive licenses to any Company Owned Intellectual
Property to any third party. No third party has any ownership right, title, interest, claim in or lien on any of the Company
Owned Intellectual Property.
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