(xxiii) Each Contract between the Company or one its Subsidiaries and any Person that
processes Personal Information for or on behalf of the Company (a Third-Party Processor) materially complies with applicable Law and all applicable contractual obligations relating to the collection, storage, use, transfer
and any other processing of any Personal Information collected or used by the Company or any of its Subsidiaries. Without limiting the generality of the foregoing, the Company and its Subsidiaries have contractually obligated each Third-Party
Processor to implement commercially reasonable measures to protect Personal Information received from the Company and its Subsidiaries from unauthorized disclosure or use and to refrain from disclosing such Personal Information except with the
express written consent of the Company or one of its Subsidiaries. To the Knowledge of the Company, no such Third-Party Processors are in breach of any of their contractual requirements with the Company.
(xxiv) For purposes of this Agreement, the following terms have the following meanings:
Company Products means the products and services made commercially available by or on behalf of the
Company or any of its Subsidiaries as of or prior to the Effective Time or under development and contemplated in business plans disclosed to Parent to be made available by or on behalf of the Company or any of its Subsidiaries after the Effective
Time.
Intellectual Property Rights means any or all of the following in any jurisdiction of the
world: (a) patents (including design patents) and utility models of any kind, patent applications, including provisional applications, statutory invention registrations, inventions, discoveries and invention disclosures (whether or not
patented), and all related continuations, continuations-in-part, divisions, renewals, reissues, re-examinations, substitutions,
extensions, continuing prosecution applications, provisionals, divisions and substitutions thereof or relating thereto, as well as all related foreign patents and patent applications that are counterparts to such patents and patent applications
(collectively, (Patents), (b) rights in trademarks, service marks, trade names, corporate names, service names, brand names, symbols, logos, trade dress, packaging design, slogans, certification marks, collective marks,
d/b/as, Internet domain names, uniform resource locators and other similar identifiers of origin, in each case whether or not registered, and any and all common law and any applicable moral rights thereto, and registrations and applications
for registration thereof, including all renewals of the same, and any goodwill associated therewith (collectively, Trademarks), (c) rights in published and unpublished works of authorship whether or not copyrightable
(including rights in Software, databases and other compilations of information), whether or not registered or sought to be registered, copyrights in and to the foregoing, and other similar exclusive exploitation rights and moral rights, together
with all common law rights and moral rights therein, and any applications and registrations therefor, and all renewals, extensions, restorations, derivatives, translations, localizations, adaptations, and reversions thereof, (d) rights under
applicable trade secret Law in confidential or proprietary information of a confidential nature, including without limitation rights in, arising out of, or associated with information that is not generally known or readily ascertainable through
proper means, whether tangible or intangible, including without limitation ideas, know-how, processes, schematics, methods, formulae, drawings, programs, systems, techniques, prototypes, models, designs,
customer lists and supplier lists, including without limitation rights granted under the Uniform Trade Secrets Act (collectively, Trade Secrets), (e) mask work rights, (f) rights in digital representations or digital
assets pertaining to any intellectual property identified in this paragraph, including but not limited to non-fungible tokens (NFTs) or other records recorded on a blockchain or similar technology and
(g) all other intellectual property rights and/or proprietary rights.
IT Assets means
computers, computer software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines and all other information technology equipment, and all associated documentation, in each case, used by the Company or any
of its Subsidiaries.
Malicious Code means any back door, drop dead
device, time bomb, Trojan horse, virus, worm, spyware (as such terms are commonly understood in the software industry) or any other code designed to have any of the following
functions: (i) disrupting, disabling or harming the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is
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