Each [[Loan Party:Organization]] and each of its Subsidiaries has good record and title in fee simple to, or valid leasehold interests in, all real property material to the ordinary conduct of its business, except for such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

As between the Parties, Express One shall own all right, title, and interest in the Express One Technology. The "Express One Technology" is defined for purposes of this Settlement Agreement as set forth on [Exhibit 2], and includes in its definition the technology that has sometimes been referred to as the “Admin Center” in the Utah Lawsuit. Notwithstanding the foregoing, nothing in this Settlement Agreement shall be construed to prohibit any Party from developing, creating, using or marketing any software similar to the Express One Technology, the technology used by any of the [[Stamps.com Parties:Organization]] Parties, or any other technology, or from owning such software once developed or created.

Ownership and Title. Each Party represents and warrants that, as of the Effective Date, such Party has not transferred any rights in or to the Co-Owned Subject Matter to any third party, and such Party has the unrestricted right to grant any and all rights granted under this Agreement free and clear of any encumbrances, liens, registrations or claims of any nature.

Copyright and Ownership. The Consultant agrees that any and all rights, title, and interest in or to any and all of the products, work product, Works of Authorship, Intellectual Property or materials produced by the Consultant or by its personnel while providing the Consulting Services shall be the exclusive property of the Company. For greater certainty, the Company shall have all proprietary interests in everything that Consultant and its employees and permitted sub-contractors, alone or with others, create or do for the Company including inventions, designs, computer programs (and related documentation and materials), Intellectual Property and Works of Authorship (which are collectively referred to herein as “Developments”). Consultant agrees to and does hereby expressly and irrevocably assign and cause to be assigned in favour of the Company all copyright, rights to inventions, patents, trade secrets or other Intellectual Property which Consultant and its employees and permitted sub-contractors may enjoy in the Developments. Without limitation, all working papers, notes and memoranda which are made or obtained by Consultant and its employees and permitted sub-contractors in the course of this Agreement shall be the property of the Company and will accordingly be provided to the Company upon termination of this Agreement.

“Competitive Business” means any business that is engaged in or is about to become engaged in the development, production or sale of any product, investigational compound, technology, process, service or line of business concerning the treatment of any disease, which product, investigational compound, technology, process, service or line of business resembles or competes with any product, investigational compound, technology, process, service or line of business that was sold by, or in development at, BMS during your employment with BMS.

Non-Competition, Non-Solicitation and Related Covenants. By accepting this Agreement, you agree to the restrictive covenants outlined in this section unless expressly prohibited by local law as follows. Given the extent and nature of the confidential information that you have obtained or will obtain during the course of your employment with BMS, it would be inevitable or, at the least, substantially probable that such confidential information would be disclosed or utilized by you should you obtain employment from, or otherwise become associated with, an entity or person that is engaged in a business or enterprise that directly competes with BMS. Even if not inevitable, it would be impossible or impracticable for BMS to monitor your strict compliance with your confidentiality obligations. Consequently, you agree that you will not, directly or indirectly:

Replacement of existing controls system with factory authorized BacNet compatible control system from Mammoth Inc. to interface with BMS and the installation of a new 15 horsepower VFD

the foregoing remedies set forth in this Section 3(d) shall not be BMS’s exclusive remedies. BMS reserves all other rights and remedies available to it at law or in equity.

Promptly, on final determination of ownership allocation of the composite Columbia Plant and 345 KV Substation, the investments, commitment obligations, and titles will be adjusted between the parties.

Ownership of Mortgaged Property. Each Borrower hereby represents, warrants and covenants that as of the Closing Date, such Borrower will own the working interests, royalty interests and net revenue interests in the oil and gas leasehold estate for the Mortgaged Property covered by the Mortgage as represented to Bank and free and clear of all Liens, except Liens arising under this Agreement.