EQUIFAX IP CONTRACT WITH CHOICEPOINT

Types, Names, Descriptions, Testimony
David A. Szwak

EQUIFAX IP CONTRACT WITH CHOICEPOINT

Postby David A. Szwak » Wed Mar 15, 2006 7:50 pm

INTELLECTUAL PROPERTY AGREEMENT

BETWEEN

EQUIFAX INC.

AND

CHOICEPOINT INC.

_____________, 1997


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TABLE OF CONTENTS



ARTICLE I DEFINITIONS......................................................2

SECTION 1.1. DEFINITIONS................................................2

ARTICLE II CONVEYANCE OF CERTAIN ASSETS; ASSUMPTION OF CERTAIN LIABILITIES.7

SECTION 2.1. CONVEYANCE OF TRANSFERRED ASSETS...........................7
2.1.1. General Intent................................................7
2.1.2. Transferred Equifax Assets....................................8
2.1.3. Transferred ChoicePoint Assets................................8
2.1.4. Assumption of Liabilities.....................................9
2.1.5. Completion of Transactions....................................9

ARTICLE III THIRD PARTY AGREEMENTS........................................10

SECTION 3.1. THIRD PARTY AGREEMENTS....................................10
SECTION 3.2. REQUIRED CONSENTS.........................................10
SECTION 3.3. DISCHARGE OF LIABILITIES..................................12

ARTICLE IV LICENSED MATERIALS.............................................12

SECTION 4.1. GRANT OF LICENSES BY EQUIFAX..............................12
SECTION 4.2. OWNERSHIP OF ENHANCEMENTS BY CHOICEPOINT..................15
SECTION 4.3. LICENSE TO EQUIFAX MARKS..................................15
SECTION 4.4. GRANT OF LICENSE BY CHOICEPOINT...........................16
SECTION 4.5. OWNERSHIP OF ENHANCEMENTS BY EQUIFAX......................18
SECTION 4.6. DATA......................................................18
SECTION 4.7. MUTUAL OBLIGATIONS........................................19

ARTICLE V THE CLOSING.....................................................19

SECTION 5.1. EQUIFAX DELIVERABLES......................................19
SECTION 5.2. CHOICEPOINT DELIVERABLES..................................19
SECTION 5.3. TERMINATION...............................................20

ARTICLE VI REPRESENTATIONS AND WARRANTIES.................................20

ARTICLE VII INDEMNIFICATION...............................................20

SECTION 7.1. CHOICEPOINT INDEMNIFICATION OF THE EQUIFAX GROUP..........20
SECTION 7.2. EQUIFAX INDEMNIFICATION OF THE CHOICEPOINT GROUP..........21
SECTION 7.3. INSURANCE AND THIRD PARTY OBLIGATIONS.....................21

ARTICLE VIII INDEMNIFICATION PROCEDURES...................................21

SECTION 8.1. NOTICE AND PAYMENT OF CLAIMS..............................21
SECTION 8.2. NOTICE AND DEFENSE OF THIRD PARTY CLAIMS..................21

ARTICLE IX CONFIDENTIALITY................................................23

SECTION 9.1. EXCLUSIONS................................................23
SECTION 9.2. CONFIDENTIALITY...........................................23
SECTION 9.3. EMPLOYEE CONFIDENTIALITY AGREEMENTS.......................24
SECTION 9.4. RIGHTS AND REMEDIES.......................................24
SECTION 9.5. COMPETITIVE ACTIVITIES....................................25
SECTION 9.6. NO IMPLIED RIGHTS.........................................25

ARTICLE X CONTINUED ASSISTANCE............................................26


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SECTION 10.1. CONTINUED ASSISTANCE AND TRANSITION......................26
SECTION 10.2. RECORDS AND DOCUMENTS....................................26
SECTION 10.3. LITIGATION COOPERATION...................................27

ARTICLE XI MISCELLANEOUS..................................................27

SECTION 11.1. EXPENSES.................................................27
SECTION 11.2. NOTICES..................................................27
SECTION 11.3. AMENDMENT AND WAIVER.....................................28
SECTION 11.4. ENTIRE AGREEMENT.........................................28
SECTION 11.5. PARTIES IN INTEREST......................................29
SECTION 11.6. FURTHER ASSURANCES AND CONSENTS..........................29
SECTION 11.7. SEVERABILITY.............................................29
SECTION 11.8. GOVERNING LAW............................................29
SECTION 11.9. COUNTERPARTS.............................................29
SECTION 11.10. DISPUTES................................................30
SECTION 11.11. FORCE MAJEURE...........................................30
SECTION 11.12. DOCUMENTATION...........................................31
SECTION 11.13. HEADINGS................................................31


EXHIBIT A - CHOICEPOINT GROUP
EXHIBIT B - EXCLUDED ASSETS
EXHIBIT C - CHOICEPOINT PRIMARY USE ASSETS
EXHIBIT D - CHOICEPOINT DATABASES
EXHIBIT E - CHOICEPOINT MARKS
EXHIBIT F - CHOICEPOINT COPYRIGHTS
EXHIBIT G - UTILITY SOFTWARE PROGRAMS



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THIS INTELLECTUAL PROPERTY AGREEMENT ("Agreement"), dated as of
________________, 1997, is entered into by Equifax Inc., a Georgia corporation
("Equifax"), and ChoicePoint Inc., a Georgia corporation ("ChoicePoint").

BACKGROUND

A. ChoicePoint is a wholly owned subsidiary of Equifax formed among other
reasons for the purpose of taking title to the intellectual property assets and
assuming the associated liabilities related to the business operations of the
ChoicePoint Group (as defined below).

B. The Board of Directors of Equifax has determined that it is in the best
interests of Equifax and its shareholders to transfer and assign to
ChoicePoint, as part of the contribution to the capital of ChoicePoint, certain
intellectual property assets used in the business operations of the ChoicePoint
Group as described herein and currently utilized to operate the ChoicePoint
Business (as defined below), and to receive in exchange therefor the
consideration described in the Distribution Agreement (as defined below).

C. The parties intend that the Distribution (as defined in the
Distribution Agreement) not be taxable to Equifax or its shareholders pursuant
to Section 355 of the Code (as defined below).

D. Equifax and its Affiliates (as defined below) own certain intellectual
property that is used in, or may be useful in, the conduct of the business
operations of the Equifax Group (as defined below) and/or the ChoicePoint
Group. Equifax and ChoicePoint have determined that (1) ownership of certain of
such intellectual property shall be transferred to the entity specified in this
Agreement on or before the Distribution Date (as defined below); (2) certain
intellectual property owned by Equifax and/or its Affiliates shall be licensed
to the entity(ies) specified in this Agreement on or before the Distribution
Date; and (3) the respective rights and obligations of Equifax and/or its
Affiliates under certain Third Party Agreements shall be acquired, assumed or
otherwise transferred to the entity(ies) specified in this Agreement, subject
to the consent of the applicable Third Party Provider.

E. The parties have determined that it is necessary and desirable to
describe the principal transactions required to effect the allocation of their
respective intellectual property rights in conjunction with the Distribution
and to set forth other agreements that will govern certain other matters
regarding the parties' respective intellectual property rights following the
Distribution.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual
agreements and covenants contained in this Agreement, and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:



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ARTICLE I

DEFINITIONS

Section 1.1. Definitions.

As used herein, the following terms have the following meanings:

(a) "Action" means any claim, suit, arbitration, inquiry, proceeding
or investigation by or before any court, governmental or other regulatory or
administrative agency or commission or any other tribunal.

(b) "Affiliate" means, with respect to Equifax, any Person, which,
whether directly or indirectly, is Controlled by or is under common Control
with Equifax prior to the Distribution Date.

(c) "Ancillary Agreements" means all of the written agreements,
instruments, understandings, assignments or other arrangements entered into in
connection with the transactions contemplated hereby, including without
limitation, the Distribution Agreement, Intercompany Information Services
Agreement and Transition Support Agreement.

(d) "Assets" means (i) all intellectual property rights in and to any
ideas, trade secrets, specifications, designs, masks, mask works, copyrights,
patents, Marks and other proprietary rights, of every kind and description,
wherever located, including without limitation, all electronic circuit designs,
works of authorship, databases, compositions of matter, computer software,
algorithms, and works of authorship expressing such algorithms, (ii) all
service, support and maintenance rights related thereto or attendant therewith,
and (iii) all contractual rights, commitments, undertakings and obligations
(including service, data processing, support and maintenance rights and
obligations) attendant therewith or directly related thereto, excluding the
ChoicePoint Marks.

(e) "ChoicePoint Business" means the businesses conducted by the
members of the ChoicePoint Group as of the Distribution Date and the
ChoicePoint UK Business.

(f) "ChoicePoint Copyrights" means the copyrights set forth on
Exhibit F.

(g) "ChoicePoint Databases" means the Databases set forth on Exhibit
D, that includes a listing of such Databases by name, by ChoicePoint
Application Code and/or by system identification designation.

(h) "ChoicePoint Enhancements" means software and/or associated
documentation created by or for any member of the ChoicePoint Group on or after
the Distribution Date, that provides processing capabilities, functionality or
efficiencies, maintenance, bug fixes or updates not contained in the
Transferred Equifax Assets on the Distribution Date and which is intended for
use with and requires a portion of the Transferred Equifax Assets in order to
function properly.


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(i) "ChoicePoint Group" means the entities set forth on Exhibit A.

(j) "ChoicePoint Indemnitees" has the meaning given in Section 7.2.

(k) "ChoicePoint Liabilities" means all unsatisfied Liabilities,
whether arising before, on or after the Distribution Date, based upon or
arising out of the use or possession by the ChoicePoint Group or ownership of
the Transferred Equifax Assets, the Licensed Equifax Materials or the Equifax
Marks, but excluding all liability arising out of or in connection with the
processing of data for members of the Equifax Group on the machine designated
the "REDD machine" in contravention of the terms of any license for software
program(s) operating on that machine at any time prior to the Distribution
Date.

(l) "ChoicePoint Marks" means the marks set forth on Exhibit E.

(m) "ChoicePoint UK" means ChoicePoint Limited, a corporation formed
under the laws of England.

(n) "ChoicePoint UK Business" means the business(es) intended by
ChoicePoint and Equifax to be conducted by ChoicePoint UK on the day after the
Distribution Date.

(o) "Closing Date" means the date designated by the Board of
Directors of Equifax to effect the transactions described in this Agreement.

(p) "Code" means the Internal Revenue Code of 1986, as amended.

(q) "Company Information" means collectively the Proprietary
Information and the Confidential Information of the disclosing party. Company
Information also includes information that has been disclosed to Equifax or any
of its Affiliates prior to the Distribution Date, or to any member of either
Group after the Distribution Date, by a third party subject to an obligation to
treat such information as confidential or secret.

(r) "Confidential Information" means any and all confidential
business information of the disclosing party that does not constitute
Proprietary Information and that is the subject of efforts by the disclosing
party that are reasonable under the circumstances to maintain its secrecy and
confidentiality, including without limitation, the existence and nature of the
relationship between the parties, employees of the disclosing party, and any
and all additional information disclosed by the disclosing party to the
receiving party as a result of the receiving party's access to and presence at
the disclosing party's facilities.

(s) "Control" means the ownership, directly or indirectly, of more
than fifty percent (50%) of the voting shares of an entity, or otherwise
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of an entity, or the power to veto
major policy decisions of any such entity, whether through the ownership of
voting securities by contract, or otherwise.

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(t) "Database" means a collection of data and/or files contained on
media, electronic or hardcopy, active or archived, constructed of fields of a
particular type, together with a collection of operations that facilitate
searching, sorting, recombination and similar activities.

(u) "Derivative Work" means a work based on one or more pre-existing
works, including without limitation, a condensation, transformation, expansion
or adaptation, that would constitute a _ infringement if prepared
without authorization of the owner of the _ of such pre-existing work.

(v) "Designated ChoicePoint Member" means a member of the ChoicePoint
Group, as designated by ChoicePoint in its sole discretion from time to time.

(w) "Designated Equifax Member" means a member of the Equifax Group,
as designated by Equifax in its sole discretion from time to time.

(x) "Disputes" has the meaning given in Section 11.10.

(y) "Distribution Agreement" means that certain Distribution
Agreement entered into on or prior to the Distribution Date between Equifax and
ChoicePoint, as amended from time to time.

(z) "Distribution Date" means the day as of which the Distribution
shall be effective, as determined by the Board of Directors of Equifax.

(aa) "Divested Business" means the sale or other transfer of a member
of either Group, or a portion of the business operations of any such member, to
an unrelated third party after the Distribution Date.

(bb) "Equifax Business" means the businesses now or formerly
conducted by Equifax and its present and former Affiliates, other than the
ChoicePoint Business, on the Distribution Date.

(cc) "Equifax Enhancements" means software and/or associated
documentation created by or for any member of the Equifax Group on or after the
Distribution Date, that provides processing capabilities, functionality or
efficiencies, maintenance, bug fixes or updates not contained in the
Transferred ChoicePoint Assets on the Distribution Date and which is intended
for use with and requires a portion of the Transferred ChoicePoint Assets in
order to function properly.

(dd) "Equifax Group" means Equifax and its Affiliates existing on the
Distribution Date and as modified from time to time thereafter, excluding all
members of the ChoicePoint Group.

(ee) "Equifax Indemnitees" has the meaning given in Section 7.1.

(ff) "Equifax Liabilities" means all unsatisfied Liabilities, whether
arising before, on or after the Distribution Date, based upon or arising out of
the use or possession by the Equifax


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Group or ownership of the Transferred ChoicePoint Assets or the Licensed
ChoicePoint Materials.

(gg) "Equifax Marks" means the Marks of the members of the Equifax
Group.

(hh) "Equifax Services" means Equifax Services Inc. (Georgia).

(ii) "Equifax Services Business" means the businesses conducted by
Equifax Services Inc. (Georgia) as of the Distribution Date and the ChoicePoint
UK Business, but excluding all of the businesses conducted by all other
Affiliates of Equifax Services Inc. (Georgia), including, without limitation,
subsidiaries of Equifax Services Inc. (Georgia).

(jj) "Excluded Assets" means assets which shall be excluded from the
Assets transferred to the ChoicePoint Group pursuant to this Agreement, even
though such Assets would qualify for transfer under the terms of this
Agreement, as set forth on Exhibit B.

(kk) "Group" means the ChoicePoint Group and/or the Equifax Group.

(ll) "Indemnifiable Losses" has the meaning given in Section 7.1.

(mm) "Indemnified Party" has the meaning given in Section 8.1.

(nn) "Indemnifying Party" has the meaning given in Section 8.1.

(oo) "Intercompany Information Services Agreement" means that certain
Intercompany Information Services Agreement entered into on or prior to the
Distribution Date between Equifax and ChoicePoint, as amended from time to
time.

(pp) "Liabilities" means any and all claims, debts, liabilities and
obligations, absolute or contingent, matured or not matured, liquidated or
unliquidated, accrued or unaccrued, known or unknown, whenever arising, with
respect to a specified object, matter, contract, commitment or undertaking,
including without limitation, all claims, debts, liabilities and obligations
arising under any law, rule, regulation, action, order or consent decree of any
governmental entity or any award of any arbitrator of any kind, related thereto
or arising under any contract, commitment or undertaking relating to such
specified object, matter, contract, commitment or undertaking.

(qq) "Licensed ChoicePoint Materials" means that portion of the
Assets held by the ChoicePoint Group (excluding Third Party Rights and the
ChoicePoint Marks) after the Distribution Date (as such Assets are described in
this Agreement) that satisfy each of the following criteria: (i) such Assets
were used in the Equifax Business during the twelve (12) calendar months prior
to the Distribution Date and for which a continuing business requirement exists
on the Distribution Date, and (ii) such Assets or the services, information or
deliverables produced with such Assets (A) are not made commercially available
by the ChoicePoint Group to third parties on the Distribution Date, and (B) are
not made available to the Equifax Group after the Distribution Date pursuant to
the Intercompany Information Agreement or the Transition Support Agreement.


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(rr) "Licensed Equifax Materials" means that portion of the Assets
held by the Equifax Group (excluding Third Party Rights and the Equifax Marks)
after the Distribution Date (as such Assets are described in this Agreement)
that satisfy each of the following criteria: (i) such Assets were used in the
ChoicePoint Business during the twelve (12) calendar months prior to the
Distribution Date and for which a continuing business requirement exists on the
Distribution Date, and (ii) such Assets or the services, information or
deliverables produced with such Assets (A) are not made commercially available
by the Equifax Group to third parties on the Distribution Date, and (B) are not
made available to the ChoicePoint Group after the Distribution Date pursuant to
the Intercompany Information Agreement or the Transition Support Agreement.

(ss) "Licensed Materials" means the Licensed ChoicePoint Materials
and/or Licensed Equifax Materials.

(tt) "Marks" means trademarks, tradenames, and other slogans, designs
and distinctive advertising, whether or not registered or filed with any
governmental agency.

(uu) "Person" means an individual, partnership, joint venture,
association, corporation, limited liability company, trust or any other legal
entity.

(vv) "Proprietary Information" means all non-public information
whether tangible or intangible related to the services or business of the
disclosing party that (i) derives economic value, actual or potential, from not
being generally known to or readily ascertainable by another Person who can
obtain economic value from its disclosure or use; and (ii) is the subject of
efforts by the disclosing party that are reasonable under the circumstances to
maintain its secrecy, including without limitation, (A) marking any information
reduced to tangible form clearly and conspicuously with a legend identifying
its confidential or proprietary nature; (B) identifying any oral communication
as confidential immediately before, during, or after such oral communication;
or (C) otherwise treating such information as confidential or secret. Assuming
the criteria in clauses (i) and (ii) above are met, Proprietary Information
includes information, without regard to form, including, but not limited to,
technical and nontechnical data, databases, formulas, patterns, designs,
compilations, computer programs and software, devices, inventions, methods,
techniques, drawings, processes, financial data, financial plans, product
plans, lists of actual or potential customers and suppliers (which are not
commonly known by or available to the public), research, development, and
existing and future products.

(ww) "Representatives" means, individually and collectively,
officers, directors, employees, agents, and/or independent contractors of the
members of the Group.

(xx) "Required Consents" means any consents or approvals required to
be obtained (i) to allow the transfer of any Assets to and the assumption of
the obligations attendant therewith by a party and release of the transferring
party from such obligations; (ii) to allow a party to assume financial,
support, operational, management and/or administrative responsibility for the
Third Party Rights and the Third Party Software utilized in the operation of
the Equifax Business or ChoicePoint Business, respectively; (iii) for the
licensing, transfer and/or grant of the rights to the Equifax Group or
ChoicePoint Group, respectively, to use the Third Party Rights


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and the Third Party Software as contemplated by this Agreement; and/or (iv) for
a party to have access to and use of the space, equipment, software and/or
third party services provided under the Third Party Agreements entered into by
the other party as contemplated by this Agreement.

(yy) "Third Party Agreements" means those arrangements under which
Equifax or its Affiliates are provided and/or granted Third Party Rights
immediately prior to the Distribution Date.

(zz) "Third Party Claim" has the meaning given in Section 8.2.

(aaa) "Third Party Provider" means a Person other than a member of
either Group that provides products, software, services, maintenance and/or
support under a Third Party Agreement.

(bbb) "Third Party Rights" means rights to Assets (however described)
licensed or otherwise provided to Equifax and/or any of its Affiliates by Third
Party Providers.

(ccc) "Third Party Software" means all software programs (however
described) licensed to Equifax and/or any of its Affiliates by third parties
which are not members of either Group, and which are used internally by any
member of either Group.

(ddd) "Transferred Assets" means the Transferred Equifax Assets and
Transferred ChoicePoint Assets.

(eee) "Transferred Equifax Assets" means the Assets described in
Section 2.1.2.

(fff) "Transferred ChoicePoint Assets" means the Assets described in
Section 2.1.3.

(ggg) "Transition Support Agreement" means that certain Transition
Support Agreement entered into on or prior to the Distribution Date between
Equifax and ChoicePoint, as amended from time to time.

(hhh) "Utility Software Programs" means the software programs set
forth on Exhibit G.

ARTICLE II

CONVEYANCE OF CERTAIN ASSETS; ASSUMPTION OF
CERTAIN LIABILITIES

Section 2.1. Conveyance of Transferred Assets.

2.1.1. General Intent.

Except as otherwise expressly provided herein or in any of the
Ancillary Agreements, on the Distribution Date:


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(a) all Assets held by Equifax and its Affiliates that are used (i)
exclusively in the conduct of the ChoicePoint Business, (ii) primarily in the
conduct of the ChoicePoint Business, secondarily in the conduct of the Equifax
Business and scheduled on an Exhibit, (iii) as Databases supporting the
ChoicePoint Business scheduled on an Exhibit, and (iv) the ChoicePoint Marks,
are intended to be and shall become Assets of the ChoicePoint Group, except for
the Excluded Assets;

(b) all Liabilities held in the name of members of the ChoicePoint
Group or otherwise incurred with respect to the Assets described in Section
2.1.1.(a) above are intended to be and shall become exclusively the Liabilities
of ChoicePoint or the Designated ChoicePoint Member; and

(c) all other Assets and Liabilities of Equifax and its Affiliates
are intended to be and shall remain exclusively the Assets and Liabilities of
the Equifax Group.

2.1.2. Transferred Equifax Assets.

As of the Distribution Date and subject to Sections 2.1.4 and 2.1.5
and Article III hereof, Equifax agrees, at its expense, (i) to transfer, or
cause to be transferred, to ChoicePoint or to the Designated ChoicePoint Member
all right, title and interest held by Equifax and/or its Affiliates as of the
Distribution Date in and to each of the Assets (excluding Third Party Rights
and Marks) utilized by the members of the ChoicePoint Group described in each
of (A) through (C): (A) Assets used exclusively in the conduct of the
ChoicePoint Business immediately preceding the Distribution Date including the
ChoicePoint Copyrights listed on Exhibit F hereto, (B) Assets used primarily in
the ChoicePoint Business listed on Exhibit C hereto, and (C) Assets used as
ChoicePoint Databases supporting the ChoicePoint Business listed on Exhibit D
hereto; (ii) to transfer, or cause to be transferred, to or otherwise acquire,
purchase or secure for Equifax Services or ChoicePoint UK, as appropriate, all
Third Party Rights and Third Party Agreements, as appropriate, held by Equifax
and/or any of its Affiliates to the extent necessary to the conduct of the
Equifax Services Business during the twelve (12) calendar months prior to the
Distribution Date and for which a continuing business requirement exists on the
Distribution Date; and (iii) to transfer, or cause to be transferred, to
ChoicePoint or to the Designated ChoicePoint member all right, title and
interest held by Equifax and/or its Affiliates as of the Distribution Date in
and to the ChoicePoint Marks. In each of cases (i), (ii) and (iii), the
transfers shall be exclusive of the Excluded Assets.

2.1.3. Transferred ChoicePoint Assets.

As of the Distribution Date, and subject to Sections 2.1.4 and 2.1.5
and Article III hereof, ChoicePoint agrees to transfer, or cause to be
transferred, to Equifax or to the Designated Equifax Member all right, title
and interest held by the members of the ChoicePoint Group in and to all Assets
that (i) are not used by the members of the ChoicePoint Group exclusively in
the conduct of the ChoicePoint Business immediately preceding the Distribution
Date or listed on Exhibits C, D or F, and (ii) were used by members of the
Equifax Group in the conduct of the Equifax Business during the twelve (12)
calendar months prior to the Distribution Date and for which a continuing
business requirement exists on the Distribution Date. The expenses payable


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to third parties that are not members of either Group to effect such transfers
shall be the financial responsibility of Equifax.

2.1.4. Assumption of Liabilities

(a) As of the Distribution Date, Equifax shall, or shall cause the
Designated Equifax Member to, assume all payment and performance obligations
attendant with the Transferred ChoicePoint Assets and the Equifax Liabilities.

(b) As of the Distribution Date, ChoicePoint shall, or shall cause
the Designated ChoicePoint Member to, assume all payment and performance
obligations attendant with the Transferred Equifax Assets and the ChoicePoint
Liabilities.

2.1.5. Completion of Transactions.

(a) In the event that any conveyance of an Asset, provision of Third
Party Rights or Third Party Software, or assumption of any Liability, required
by this Agreement is not effected on the Distribution Date, the obligation to
transfer such Asset, provide such Third Party Rights or Third Party Software,
and assume such Liability shall continue past the Distribution Date and shall
be effected by the parties as soon thereafter as practicable.

(b) If any Transferred Asset may not be transferred or acquired by
reason of a requirement to obtain a Required Consent or any other approval of
any third party and such Required Consent or other approval has not been
obtained by the Distribution Date, then such Transferred Asset shall not be
transferred until such Required Consent or other approval has been obtained.
Equifax and ChoicePoint shall, and as the case may be, shall cause the member
of its respective Group which is the holder of such Transferred Asset prior to
transfer, to use all reasonable efforts to provide to the designated member of
the other Group, all the rights and benefits under such Transferred Asset and
cause such holder to enforce such Transferred Asset for the benefit of such
member of the other Group. Moreover, if any transfer of a Transferred Asset or
provision of a Third Party Right is not completed by the Distribution Date in
accordance with this Agreement for any reason, Equifax and ChoicePoint shall,
and shall cause the members of its Group to, cooperate in achieving a
reasonable alternative arrangement for the affected members of the Groups to
obtain the economic and operational equivalent of the intended transfer of such
Transferred Assets and/or provision of such Third Party Right and assumption of
the attendant Liabilities, with minimum interference to such members' business
operations until such transfer of such Transferred Assets and/or provision of
such Third Party Right is completed. The costs payable to third parties that
are not members of either Group to achieve any such reasonable alternative
arrangement shall be the financial responsibility of Equifax.

(c) From time to time on and after the Distribution Date, each party
shall promptly transfer, and cause the appropriate members of its Group
promptly to transfer, to the other party, or the designated member of the other
party's Group, any property and other benefits received by such party, or the
members of its Group, that are intended to be or are a Transferred Asset of the
other party under this Agreement. Without limiting the foregoing, funds
received by a member of either Group that belong to a member of the other Group
(whether by payment of accounts


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receivable, credits, rebates or other amounts, however described) shall be
delivered to the other Group by wire transfer not more than five (5) business
days after receipt of such payment.

(d) The obligation of Equifax to transfer, or cause to be
transferred, to or otherwise secure for Equifax Services and ChoicePoint UK the
Third Party Rights described in Section 2.1.2(ii) shall terminate with respect
to all such Third Party Rights held by Equifax and/or any of its Affiliates not
identified by Equifax Services to Equifax as necessary to the conduct of the
Equifax Services Business within twelve (12) months after the Distribution
Date.

ARTICLE III

THIRD PARTY AGREEMENTS

Section 3.1. Third Party Agreements.

(a) As a part of its obligations under Section 2.1.2(ii), Equifax
shall transfer, or cause to be transferred to Equifax Services or ChoicePoint
UK, as appropriate, the rights and obligations of Equifax and its Affiliates in
and to the Third Party Agreements that are a part of the Transferred Equifax
Assets, or otherwise secure appropriate rights to Third Party Software which is
the subject of such agreements for Equifax Services or ChoicePoint UK, as
appropriate, to the extent required by Section 2.1.2(ii) hereof.

(b) As part of its obligation under Section 2.1.3, ChoicePoint shall
transfer, or cause to be transferred, to Equifax or to a Designated Equifax
Member, the rights and obligations of the members of the ChoicePoint Group in
and to the Third Party Agreements that are a part of the Transferred
ChoicePoint Assets to the extent required by Section 2.1.3 hereof.

Section 3.2. Required Consents.

(a) Equifax with respect to Third Party Agreements in its name that
are a part of the Transferred Equifax Assets, and ChoicePoint with respect to
Third Party Agreements in its name that are a part of the Transferred
ChoicePoint Assets, shall, or shall cause the appropriate member of its
respective Group with respect to Third Party Agreements in their names that are
a part of the Transferred Assets to, use its best efforts to obtain the grant
to the appropriate member of the other Group, the Required Consents from the
Third Party Providers under such Third Party Agreements as necessary to effect
the provisions of this Agreement. Each party will provide the other party with
advice on its experience and agreements with the Third Party Providers with
regard to obtaining any Required Consent under such Third Party Agreements.
Equifax and ChoicePoint will each have management and administrative
responsibilities for obtaining all Required Consents under such Third Party
Agreements existing as of the Distribution Date to which a member of its
respective Group is a party. Equifax shall have the right of prior approval of
the terms upon which all Required Consents are obtained.

(b) Equifax shall bear the costs payable to third parties that are
not members of either Group, if any, of obtaining all Required Consents,
including without limitation, all charges and fees


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related to obtaining the Required Consents for the Third Party Agreements that
are a part of the Transferred Assets pursuant to this Agreement.

(c) Equifax and ChoicePoint shall use reasonable commercial efforts
to obtain all Required Consents with regard to Third Party Agreements that are
a part of the Transferred Assets within one hundred eighty (180) days after the
Distribution Date, unless otherwise agreed by the parties in writing. Until all
Required Consents are obtained, Equifax and ChoicePoint shall each periodically
publish a list setting forth the status of each Required Consent for which a
member of its respective Group is the contracting party immediately prior to
the Distribution Date. Equifax and ChoicePoint shall timely cooperate with each
other in order to facilitate the proper and timely publication of such periodic
Required Consents list. If any Required Consent is not obtained with respect to
any of the Third Party Agreements that are a part of the Transferred Assets,
the parties shall cooperate with each other in achieving a reasonable
alternative arrangement for the affected Group to continue to process its work
with minimum interference to its business operations until such Required
Consents are obtained, including without limitation, implementing the
provisions of Section 2.1.5(b). The cost payable to third parties that are not
a member of either Group of achieving such reasonable alternative arrangements
with respect to Third Party Rights that are a part of the Transferred Assets
shall be borne by Equifax.

(d) The financial obligations of Equifax under Sections 3.2(b) and
(c) for Required Consents and alternative arrangements, shall terminate with
respect to all such Required Consents and alternative arrangements not
identified by the parties to each other in a writing within twelve (12) months
after the Distribution Date, and for all Required Consents and alternative
arrangements identified thereafter, all such financial obligations shall be
borne by the party needing the Required Consent or alternative arrangement to
operate under or take assignment of the Third Party Agreement or to obtain such
Third Party Right for which such Required Consent or alternative arrangement is
required.

(e) After the Distribution Date, except as set forth in Sections
3.2(b) and 3.2(c) for Required Consent and alternative arrangements, Equifax
and ChoicePoint shall each bear financial responsibility and pay the Third
Party Providers, directly or indirectly through a third party, under all Third
Party Agreements transferred to its respective Group pursuant to Sections
3.1(a) and 3.1(b) above.


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<PAGE> 15

(f) Equifax shall obtain all Required Consents necessary for the
Equifax Group to continue to have its data processed on the machine designated
the "REDD machine" after the Distribution Date. ChoicePoint shall, and shall
cause the members of the ChoicePoint Group to, cooperate with Equifax to secure
all such consents. ChoicePoint and members of ChoicePoint Group shall provide
such cooperation without charge to Equifax; provided, however, that Equifax
shall have the financial responsibility for all fees and charges payable to
third parties that are not members of either Group to obtain such Required
Consents.

Section 3.3. Discharge of Liabilities.

(a) ChoicePoint agrees that on and after the Distribution Date it
will timely pay, perform and discharge, or cause to be timely paid, performed
and discharged, all of the ChoicePoint Liabilities.

(b) Equifax agrees that on and after the Distribution Date it will
timely pay, perform and discharge, or cause to be timely paid, performed and
discharged, all of the Equifax Liabilities.

ARTICLE IV

LICENSED MATERIALS

Section 4.1. Grant of Licenses by Equifax.

(a) Equifax hereby grants, and will cause the other members of the
Equifax Group to grant, to ChoicePoint a fully paid, non-exclusive, perpetual,
worldwide, non-transferable source and object code license to use, modify,
improve, create Derivative Works and ChoicePoint Enhancements from, and
sublicense, the Licensed Equifax Materials (excluding the Utility Software
Programs) solely for use in the ChoicePoint Business and as that business may
evolve and change in the future, subject to the following:

(i) ChoicePoint shall not sublicense, or otherwise
disclose or distribute, or permit any Person to
use, the Licensed Equifax Materials (excluding
the Utility Software Programs), except in
accordance with Section 4.1(b);

(ii) ChoicePoint shall hold the Licensed Equifax
Materials (excluding the Utility Software
Programs) in strict confidence; will not remove
or destroy any proprietary markings of the
Equifax Group on or contained in the Licensed
Equifax Materials (excluding the Utility Software
Programs); and will include the _ and
patent notices of the licensor as specified from
time to time by the licensor for the Licensed
Equifax Materials (excluding the Utility Software
Programs) on and in all copies of the Licensed
Equifax Materials (excluding the Utility Software
Programs);

12
<PAGE> 16

(iii) ChoicePoint shall not export or re-export the
Licensed Equifax Materials (excluding the Utility
Software Programs) without the appropriate United
States or foreign government licenses; and

(iv) all sublicenses from ChoicePoint to members of
the ChoicePoint Group (A) shall contain the
rights and restrictions set forth in this Section
4.1(a) with respect to the license granted to
ChoicePoint and comply with Sections 4.1(b)
through (d) hereof and (B) shall be diligently
enforced by ChoicePoint.

(b) The sublicense rights granted to ChoicePoint pursuant to Section
4.1(a) include the right for ChoicePoint to grant sublicenses to the Licensed
Equifax Materials (excluding the Utility Software Programs) to the members of
the ChoicePoint Group, which sublicenses may include the right to further
sublicense such Licensed Equifax Materials (excluding the Utility Software
Programs) to such Group member's customers solely for each such customer's
internal business purposes to the extent related to the ChoicePoint Business.
All sublicensing by ChoicePoint and other members of the ChoicePoint Group to
their customers shall be pursuant to written agreements with such customer,
executed before or at the time of furnishing each copy of the Licensed Equifax
Materials (excluding the Utility Software Programs) to such customer, and which
provide at a minimum that such customer:

(i) receives only a personal, non-transferable and
nonexclusive right to use such copy of the
Licensed Equifax Materials (excluding the Utility
Software Programs);

(ii) receives no title in the intellectual property
contained in the Licensed Equifax Materials
(excluding the Utility Software Programs);

(iii) will not copy the Licensed Equifax Materials
(excluding the Utility Software Programs), except
as necessary to use such Licensed Equifax
Materials (excluding the Utility Software
Programs) in accordance with the license grant
and to make one archival copy;

(iv) will not export or re-export the Licensed Equifax
Materials (excluding the Utility Software
Programs) without the appropriate United States
or foreign government licenses;

(v) will hold the Licensed Equifax Materials
(excluding the Utility Software Programs) in
confidence; will not reverse compile or
disassemble the Licensed Equifax Materials
(excluding the Utility Software Programs); will
not remove or destroy any proprietary markings of
the Group on or contained in the Licensed Equifax
Materials (excluding the Utility Software
Programs), and will include the _ and
patent notices of the licensor as specified from
time to time by the licensor for the Licensed
Equifax Materials (excluding the Utility Software
Programs) on and in all


13
<PAGE> 17

copies of the Licensed Equifax Materials
(excluding the Utility Software Programs); and

(vi) will not sublicense, assign or otherwise transfer
the Licensed Equifax Materials (excluding the
Utility Software Programs) to any other Person.

(c) In the event any member of the ChoicePoint Group sublicenses any
portion of the Licensed Equifax Materials (excluding the Utility Software
Programs) to any third party pursuant to Section 4.1(a) and (b) above,
ChoicePoint agrees to ensure that such member shall diligently enforce the
terms and conditions of all sublicenses granted pursuant to this Section 4.1.

(d) In the event that ChoicePoint, or another member of the
ChoicePoint Group, shall enter into a Divested Business transaction with
respect to the ChoicePoint Group, and the scope of permitted use or other terms
applicable to the Licensed Equifax Materials (excluding the Utility Software
Programs) under the license or sublicenses granted in this Section 4.1 are
required to be modified to effect such transaction, Equifax will, or will cause
the sublicensor under the applicable sublicense to, agree to such modifications
to the extent (i) required for the transaction to be effected and (ii) not
materially detrimental to the interests of the Equifax Group. Such
modifications shall not be effective until the Divested Business or the
acquiror thereof, as required by Equifax, has entered into a license agreement
with the appropriate member of the Equifax Group incorporating the terms of
Section 4.1 and Section 4.2 and such other terms as Equifax reasonably deems
appropriate for the protection of its interests in the Licensed Equifax
Materials (excluding the Utility Software Programs).

(e) Equifax hereby grants, and will cause the other members of the
Equifax Group to grant, to ChoicePoint a fully paid, non-exclusive, perpetual,
worldwide, transferable, source and object code license to use, modify,
improve, create Derivative Works and ChoicePoint Enhancements from, and
sublicense, the Licensed Equifax Materials that are comprised of the Utility
Software Programs for any and all fields of use and to any and all Persons.

(f) The Licensed Equifax Materials may be marketed under such name
and in such manner as ChoicePoint chooses, consistent with the terms and
conditions of this Agreement.

(g) Except for the ChoicePoint Group's rights described in Section
4.1(a), (b) and (e) above, the Equifax Group's rights in and to the Licensed
Equifax Materials shall be and remain the exclusive property of Equifax or the
Designated Equifax Member.


14
<PAGE> 18


Section 4.2. Ownership of Enhancements by ChoicePoint.

(a) ChoicePoint, or the Designated ChoicePoint Member, shall own all
the modifications and improvements to, and the ChoicePoint Enhancements and/or
Derivative Works made from, the Licensed Equifax Materials developed by any
member of the ChoicePoint Group, or by any party other than a member of the
Equifax Group at the expense of the ChoicePoint Group. Equifax hereby assigns,
and shall cause each member of the Equifax Group to assign, to ChoicePoint, or
the Designated ChoicePoint Member, all right, title and interest it may hold in
such modifications, improvements, ChoicePoint Enhancements and Derivative
Works. ChoicePoint shall, or shall cause the Designated ChoicePoint Member to,
have the right to make and file all applications and other documents required
to register the _(s) and file for patents for such modifications,
improvements, ChoicePoint Enhancements and Derivative Works in its discretion
and at its sole cost and expense.

(b) Should ChoicePoint elect to file any application for the
registration, perfection or protection of any modifications, improvements,
ChoicePoint Enhancements or Derivative Works described in Section 4.2(a), under
any _, patent, semi-conductor chip protection or other law of any
country or jurisdiction, Equifax will, at the request and expense of
ChoicePoint, do all things and sign all documents or instruments reasonably
necessary in the opinion of ChoicePoint to assist in the registration of such
claims, file such applications, and obtain, defend and enforce such _,
patent, mask work and other rights.

(c) Subject to the license rights granted in Section 4.1, the Licensed
Equifax Materials shall be and shall remain the sole and exclusive property of
the Equifax Group and the members of the Equifax Group may make any internal
use and may commercially exploit any enhancements to the Licensed Materials
made or caused to be made by members of the Equifax Group, as they shall deem
appropriate without any obligation to any member of the ChoicePoint Group or
other restriction. The Equifax Group may in particular distribute and
manufacture, or cause to be manufactured or distributed by any third party, any
such enhancements and/or the Licensed Equifax Materials.

Section 4.3. License to Equifax Marks.

Equifax hereby grants, and will cause each member of the Equifax Group
to grant, to ChoicePoint and each member of the ChoicePoint Group a fully paid,
non-exclusive, worldwide, non-transferable right to continue to use the Equifax
Marks employed in the ChoicePoint Business, but only to the extent such Equifax
Marks were displayed by the ChoicePoint Group prior to the Distribution Date
(a) on the Transferred Equifax Assets, (b) on premises jointly occupied with
Equifax, and (c) on letterhead, product and services documentation, invoices,
software programs, packaging and similar materials used by the members of the
ChoicePoint Group, and such Equifax Marks are used in accordance with the
guidelines for usage of the Equifax Marks published and amended by Equifax from
time to time. ChoicePoint will terminate the use of such Equifax Marks as soon
as commercially practical but in any event within twelve (12) months after the
Distribution Date.



15
<PAGE> 19

Section 4.4. Grant of License by ChoicePoint.

(a) ChoicePoint hereby grants, and will cause the other members of the
ChoicePoint Group to grant, to Equifax a fully paid, non-exclusive, perpetual,
worldwide, non-transferable license to use, modify, improve, create Derivative
Works and Equifax Enhancements from, and sublicense, the Licensed ChoicePoint
Materials (excluding the Utility Software Programs) solely for use in the
Equifax Business and as that business may evolve and change in the future,
subject to the following:

(i) Equifax shall not sublicense, or otherwise
disclose or distribute, or permit any Person to
use, the Licensed ChoicePoint Materials
(excluding the Utility Software Programs), except
in accordance with Section 4.4(b);

(ii) Equifax shall hold the Licensed ChoicePoint
Materials (excluding the Utility Software
Programs) in strict confidence; will not remove
or destroy any proprietary markings of the
ChoicePoint Group on or contained in the Licensed
ChoicePoint Materials (excluding the Utility
Software Programs); and will include the
_ and patent notices of the licensor as
specified from time to time by the licensor for
the Licensed ChoicePoint Materials (excluding the
Utility Software Programs) on and in all copies
of the Licensed ChoicePoint Materials (excluding
the Utility Software Programs);

(iii) Equifax shall not export or re-export the
Licensed ChoicePoint Materials (excluding the
Utility Software Programs) without the
appropriate United States or foreign government
license; and

(iv) all sublicenses from Equifax to members of the
Equifax Group (A) shall contain the rights and
restrictions set forth in this Section 4.4(a)
with respect to the license granted to Equifax
and comply with Sections 4.4(b) through (d)
hereof and (B) shall be diligently enforced by
Equifax.

(b) The sublicense rights granted to Equifax pursuant to Section
4.4(a) include the right for Equifax to grant sublicenses to the Licensed
ChoicePoint Materials (excluding the Utility Software Programs) to the members
of the Equifax Group, which sublicenses may include the right to further
sublicense such Licensed ChoicePoint Materials (excluding the Utility Software
Programs) to such Group member's customers solely for each such customer's
internal business purposes to the extent related to the Equifax Business. All
sublicensing by Equifax and other members of the Equifax Group to their
customers shall be pursuant to written agreements with such customer, executed
before or at the time of furnishing each copy of the Licensed ChoicePoint
Materials (excluding the Utility Software Programs) to such customer, and which
provide at a minimum that such customer:

(i) receives only a personal, non-transferable and
nonexclusive right to use such copy of the
Licensed ChoicePoint Materials (excluding the
Utility Software Programs);


16
<PAGE> 20

(ii) receives no title in the intellectual property
contained in the Licensed ChoicePoint Materials
(excluding the Utility Software Programs);

(iii) will not copy the Licensed ChoicePoint Materials
(excluding the Utility Software Programs), except
as necessary to use such Licensed ChoicePoint
Materials (excluding the Utility Software
Programs) in accordance with the license grant
and to make one archival copy;

(iv) will not export or re-export the Licensed
ChoicePoint Materials (excluding the Utility
Software Programs) without the appropriate United
States or foreign government licenses;

(v) will hold the Licensed ChoicePoint Materials
(excluding the Utility Software Programs) in
confidence; will not reverse compile or
disassemble the Licensed ChoicePoint Materials
(excluding the Utility Software Programs); will
not remove or destroy any proprietary markings of
the Group on or contained in the Licensed
ChoicePoint Materials (excluding the Utility
Software Programs); and will include the
_ and patent notices of the licensor as
specified from time to time by the licensor for
the Licensed ChoicePoint Materials (excluding the
Utility Software Programs) on and in all copies
of the Licensed ChoicePoint Materials (excluding
the Utility Software Programs); and

(vi) will not sublicense, assign or otherwise transfer
the Licensed ChoicePoint Materials (excluding the
Utility Software Programs) to any other Person.

(c) In the event any member of the Equifax Group sublicenses any
portion of the Licensed ChoicePoint Materials (excluding the Utility Software
Programs) to any third party pursuant to Section 4.4(a) and (b) above, Equifax
agrees to ensure that such member shall diligently enforce the terms and
conditions of all sublicenses granted pursuant to this Section 4.4.

(d) In the event that Equifax, or another member of the Equifax Group,
shall enter into a Divested Business transaction with respect to the Equifax
Group, and the scope of permitted use or other terms applicable to the Licensed
ChoicePoint Materials (excluding the Utility Software Programs) under the
license or sublicenses granted in this Section 4.4 are required to be modified
to effect such transaction, ChoicePoint will, or will cause the sublicensor
under the applicable sublicense to, agree to such modifications to the extent
(i) required for the transaction to be effected and (ii) not materially
detrimental to the interests of the ChoicePoint Group. Such modifications shall
not be effective until the Divested Business or the acquiror thereof, as
required by ChoicePoint, has entered into a license agreement with the
appropriate member of the ChoicePoint Group incorporating the terms of Section
4.4 and Section 4.5 and such other terms as ChoicePoint reasonably deems
appropriate for the protection of its interests in the Licensed ChoicePoint
Materials (excluding the Utility Software Programs).

(e) ChoicePoint hereby grants, and will cause the other members of the
ChoicePoint Group to grant, to Equifax a fully paid, non-exclusive, perpetual,
worldwide, transferable, source



17
<PAGE> 21

and object code license to use, modify, improve, create Derivative Works and
ChoicePoint Enhancements from, and sublicense, the Licensed ChoicePoint
Materials that are comprised of the Utility Software Programs for any and all
fields of use and to any and all Persons.

(f) The Licensed ChoicePoint Materials may be marketed under such name
and in such manner as Equifax chooses, consistent with the terms and conditions
of this Agreement.

(g) Except for the Equifax Group's rights described in Section 4.4(a),
(b) and (e) above, the ChoicePoint Group's rights in and to the Licensed
ChoicePoint Materials shall be and remain the exclusive property of ChoicePoint
or the Designated ChoicePoint Member.

Section 4.5. Ownership of Enhancements by Equifax.

(a) Equifax, or the Designated Equifax Member, shall own all the
modifications and improvements to, and the Equifax Enhancements and/or
Derivative Works made from, the Licensed ChoicePoint Materials developed by any
member of the Equifax Group, or by any party other than a member of the
ChoicePoint Group at the expense of the Equifax Group. ChoicePoint hereby
assigns, and shall cause each member of the ChoicePoint Group to assign, to
Equifax, or the Designated Equifax Member, all right, title and interest it may
hold in such modifications, improvements, Equifax Enhancements and Derivative
Works. Equifax shall, or shall cause the Designated Equifax Member to, have the
right to make and file all applications and other documents required to
register the _(s) and file for patents for such modifications,
improvements, Equifax Enhancements and Derivative Works in its discretion and
at its sole cost and expense.

(b) Should Equifax elect to file any application for the registration,
perfection or protection of any modifications, improvements, Equifax
Enhancements or Derivative Works described in Section 4.5(a), under any
_, patent, semi-conductor chip protection or other law of any country
or jurisdiction, ChoicePoint will, at the request and expense of Equifax, do
all things and sign all documents or instruments reasonably necessary in the
opinion of Equifax to assist in the registration of such claims, file such
applications, and obtain, defend and enforce such _, patent, mask work
and other rights.

(c) Subject to the license rights granted in Section 4.4, the Licensed
ChoicePoint Materials shall be and shall remain the sole and exclusive property
of the ChoicePoint Group and the members of the ChoicePoint Group may make any
internal use and may commercially exploit any enhancements to the Licensed
Materials made or cause to be made by members of the Equifax Group, as they
deem appropriate without any obligation to any member of the Equifax Group or
other restriction. The ChoicePoint Group may in particular distribute and
manufacture, or cause to be manufactured or distributed by any third party, any
such enhancements and/or Licensed ChoicePoint Materials.

Section 4.6. Data.

In no event shall any member of the Group be deemed to have been
granted any rights under this Agreement in or to any data owned or maintained
by any other member of the Group,


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<PAGE> 22

except as specifically provided in Section 2.1.2. The respective rights of the
members of the Group in and to such data shall be governed exclusively by
Section 2.1.2 and the Intercompany Information Services Agreement.

Section 4.7. Mutual Obligations.

(a) The parties acknowledge that the Licensed Materials are
"intellectual property" within the meaning of Section 101 of the Federal
Bankruptcy Act and shall be subject to Section 365(n) thereof, all as set forth
in the Intel

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