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see it, a helpful voice on the phone is always welcomed. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity. The Nok Nok S3 Authentication Suite integrates into existing security environments to deliver a proven, cost-effective, future-proof and standards-based passwordless consumer authentication solution. The collaboration seeks to increase the security, privacy and cardholder experience associated with both companies' current financial market and cryptocurrency customers. As a founder of the FIDO Alliance and an inventor of FIDO specifications, Nok Nok is the expert in deploying standards-based authentication, and its industry leading customers and partners include BBVA, DDS, Inc., Ericsson, Fujitsu Limited, Hitachi, Intuit, Lenovo, MTRIX GmbH, NTT DATA, NTT DOCOMO, OneSpan, SoftBank, T-Mobile and Verizon. 601 - 15 Toronto Street Section 2.8(d) devotes a whole section to having Company represent that it possesses valid licenses for all software on computers and software-enabled electronic devices owned or leased by the company. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond Roman DBDR's and CompoSecure's control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Our commitment to delivering the best personal service Anti-Spam Policy "Commission staff and the Office of Inspector General have already been developing recommendations to better safeguard taxpayer funds," he said in a statement. an accredited source of business newsmaking every There may be additional risks that none of Roman DBDR or CompoSecure presently know or that Roman DBDR or CompoSecure currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Recommended Revisions to Model Form: (g) The Company has not embedded, used or distributed any open source, copyleft or community source code (including but not limited to any libraries or code, software, technologies or other materials that are licensed or distributed under any General Public License, Lesser General Public License or similar license arrangement or other distribution model described by the Open Source Initiative at www.opensource.org, collectively Open Source Software)in connection with any of its products or services that are generally available or in developmentin any manner that would materially restrict the ability of the Company to protectintellectual propertyowned in any manner by the Companyproprietary interestsin any such product or serviceor in any manner that requires, or purports to require (i) any CompanyIPIntellectual Property[iii](other than the Open Source Software itself) be disclosed or distributed in source code form or be licensed for the purpose of making derivative works; (ii) any restriction on the consideration to be charged for the distribution of any CompanyIPIntellectual Property; (iii) the creation of any obligation for the Company with respect to CompanyIPIntellectual Propertyowned by the Company, or the grant to any third party of any rights or immunities under CompanyIPIntellectual Propertyowned by the Company; or (iv) any other limitation, restriction or condition on the right of the Company with respect to its use or distribution of any CompanyIPIntellectual Property (other than the Open Source Software itself).. The purpose of the open source representation in Section 2.8(g) is to elicit disclosures of use of open source software used in connection with any of its products or services that are generally available or in development that would require Company to undertake certain obligations that may diminish the value of proprietary Company Intellectual Property. For more information, please visit Sarson Funds online at www.sarsonfunds.com. | translate }}, {{ "Is One Degree free? Copyright 2022 Newsfile Corp. All rights reserved. Since a drafting option under the Model Form for Section 2.8(a) and the definition of Company Intellectual Property creates a sufficiency representation that the Company has or can obtain all necessary rights in intellectual property for the conduct of the Companys business, the additional language in Section 2.8(d) may not add much value if Companys business is not materially affected by the status of their software licenses. CompoSecure, Roman DBDR and our respective directors, executive officers, other members of management and employees may be deemed to be participants in the solicitation of proxies from Roman DBDR's stockholders in connection with the proposed merger. Company is not in a realistic position to know about Encumbrances on licensed intellectual property, such as any other licenses that may have been granted in the same intellectual property or any liens that a third party may have granted in their intellectual property. Your membership has expired - last chance for uninterrupted access to free CLE and other benefits. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. For any of these, substituting a more focused representation would be more valuable. Somerset, New Jersey--(Newsfile Corp. - August 12, 2021) - On Wednesday, August 11th, Roman DBDR Tech Acquisition Corp. (DBDR) SPAC merger partner CompoSecure Holdings announced a strategic partnership with NokNok Labs to build a FIDO-extended solution to expand consumer protections of CompoSecure's Arculus cryptocurrency hardware cold-storage wallet through NokNok's passwordless authentication services. If a software use representation is still needed, it would be better to substitute the Model Form software representation with something not limited to certain hardware in order to definitely capture software that may be used in cloud services and that specifies that Company has adequately broad license rights in such software. If such language to cover the concept of Company having sufficient intellectual property already exists, consider substituting a different representation to cover an intellectual property risk that is not addressed in any manner by the existing Model Form language. To address the potential holes and ambiguities of the existing Model Form open source representation, the suggested revisions take away the qualifier that the use of open source software was done in conjunction only with any currently available product or service and simply reference any actions that would cause any Company Intellectual Property (besides the Open Source Software itself in some situations) to be subject to certain obligations. Whether past actions unrelated to currently available products diminish the value of Company owned intellectual property will always be a very fact-based analysis and having an overly narrow open source representation would eliminate certain disclosures that should be subject to further analysis by investors counsel. Toronto, ON, Canada In undercover tests, the GAO found thatphone companies approved Lifeline applicants with false personal information nearly two-thirds of the time (63%). For more information, please visit www.composecure.com. 2500 - 500 4th Ave SW Company is not in material breach of any licenses in intellectual property.". As part of that Lifeline modernization measure, the FCC also approved Lifeline funds be used for mobile and fixed broadband service. You should carefully consider the risks and uncertainties described in the "Risk Factors" section of the preliminary proxy statement on Schedule 14A (the "Proxy Statement") relating to the proposed merger filed by Roman DBDR with the U.S. Securities and Exchange Commission (the "SEC") and the definitive proxy statement and other documents filed by Roman DBDR from time to time with the SEC. These documents can be obtained free of charge from the sources indicated above. 380 - 1100 Melville Street T2P 2V6 While the Company may pursue an initial business combination target in any stage of its corporate evolution or in any industry or sector, it intends to focus its search on companies in the technology, media and telecom ("TMT") industries. The Model Form defines the term Company Intellectual Property to include most of the traditional categories of intellectual property with an option to include mask works. Sarson Funds is an independent provider of blockchain technology and cryptocurrency marketing and educational services. Christine Lenzo +1 (917) 428-8923 info@kmslmedia.com, To view the source version of this press release, please visit https://www.newsfilecorp.com/release/92920. So, there are inherent limitations in any attempt to craft language that can be used in all scenarios. Were currently letting phone companies cash a government check every month with little more than the honor system to hold them accountable, and that simply cant continue.. The Company is led by its Co-Chief Executive Officers, Dr. Donald G. Basile and Dixon Doll, Jr. 10005 The right to use software generally is not considered to cover modifying or distributing such software. 2022 USA TODAY, a division of Gannett Satellite Information Network, LLC. Headquartered in Silicon Valley, California, the company has delivered unique inventions and innovations that are protected by a robust global patent portfolio. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Accordingly, undue reliance should not be placed upon the forward-looking statements. | translate }}, {{ "Why should I sign up for an account?" According to the GAO's new report, Lifeline households numbered 12.3 million during the fourth quarter of 2016, with disbursements of about $1.5 billion. There is not universal agreement as to whether rights of publicity are intellectual property rights, so the catch-all language in the definition of Company Intellectual Property referencing similar or other intellectual property rights does not provide certainty as to whether the representations for intellectual property would also cover rights of publicity. However, even with all of the above understandings, these proposed revisions will for each modified representation, address at least one and often multiple of the following: Ideally, this article should be read with a copy of the Model Form handy as some suggestions and comments below apply based upon specific word choices in the Model Form. How can I contact you?" The GAO also found that $1.2 million annually went to fictitious identities or recipients who were dead. About CompoSecure: Founded in 2000, CompoSecure is a pioneer and category leader in premium payment cards and an emergent provider of cryptocurrency and digital asset storage and security solutions. The agency's three-year audit of the Lifeline program, begun in June 2014 to May 2017, found that more than one-third (36%) of Lifeline customers could not be confirmed as actually eligible for the program. However, while Roman DBDR and CompoSecure may elect to update these forward-looking statements at some point in the future, Roman DBDR and CompoSecure specifically disclaim any obligation to do so. So a distribution of open source software that is made as part of a contribution by Company employees to an open source project may have negative effects on the Company while not requiring any sort of breach of the Model Form open source representation. Delivering the most innovative authentication solutions in the market today, Nok Nok empowers global organizations to improve the user experience to access digital services, while meeting the most advanced privacy and regulatory requirements. Any model forms project will cause reasonable and sophisticated practitioners to disagree as to whether certain proposed language is fair and would push companies and venture capitalists to reduce transaction costs by bringing the parties toward a middle ground that adequately protects and benefits both sides. Rather than devote a whole section to licenses of only one type of intellectual property (software) and even then, only software used on certain machines, investors counsel should consider substituting Section 2.8(d) with a more targeted and applicable representation regarding the type of intellectual property that is material to Companys business. Click image above to view full announcement. The company offers secure, innovative, and durable proprietary products that implement leading-edge engineering capabilities and security. These documents (when they are available) can also be obtained free of charge by contacting CompoSecure at: William Maina, ICR for CompoSecure, (646) 277-1236, CompoSecure-IR@icrinc.com. Stephen T. Kong is a partner in the corporate group at Troutman Pepper where he focuses on intellectual property and technology transactions and advises on the intellectual property aspects of investment financings and mergers and acquisitions. These forward-looking statements should not be relied upon as representing Roman DBDR's and CompoSecure's assessments as of any date subsequent to the date of this Press Release. For more information, please visit www.romandbdr.com. The Model Form intellectual property representations could be edited to be more accurate or applicable in almost all venture capital transactions. Of course, Company may certainly disclose the existence of such licenses as an exception, but given that almost every entity conducting business of any type licenses at least some software, the representation would better reflect reality by asking Company to schedule out material third party licenses and represent that Company is not in breach of such third party licenses. Recommended Revisions to Model Form: 2.8(c) Other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating totheCompany Intellectual Propertythat is owned in any manner by the company, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person. About Roman DBDR Tech Acquisition Corp.: Roman DBDR is a special purpose acquisition company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities. Certain market data information in this Press Release is based on the estimates of CompoSecure and Roman DBDR management. "Since 2005, GAO has recommended that the FCC move these federal funds to the U.S. Treasury, but so far no change has been made," noted McCaskill, who is the top-ranking Democrat on the Senate Homeland Security and Governmental Affairs Committee. Include the following explanatory footnote:This Section 2.8(d) is less critical if there is language in Section 2.8(a) that the company has obtained all rights in Company Intellectual Property necessary to conduct its business. Together, CompoSecure and NokNok seek to equip banks, financial services, and fintech companies alike with a financial security service that will provide consumers with unique digital identities. Recommended Revisions to Model Form: (d) The Company has obtainedand possessesvalid licensestouseforall of the software programsthat are used, modified or distributed by the Company in the conduct of its business and such licenses allow Company to exercise all rights exercised by the Company in such software programs when conducting its businesspresent on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with the Companys business.. service representative will contact you to answer your questions. Upon closing of the proposed merger, the combined company will operate as CompoSecure, Inc. and plans to trade on the Nasdaq stock market. The National Venture Capital Association (NVCA)model stock purchase agreement form(Model Form) was recently updated in August 2020. While it is true that there must be a distribution of GPL licensed software[ii]in order for certain terms of the GPL 2.0 or GPL 3.0 license to apply, neither GPL 2.0 nor GPL 3.0 require that such distribution be made within a product. It is not uncommon for software developers to contribute modifications of open source software for use by other developers even if such modifications are not used within a product commercialized by such developers employer. So all of the representations in Section 2.8(c) must be analyzed as to whether it is reasonable for Company to make representations about intellectual property Company doesnt own. Vancouver There is a similar uncertainty as to whether the language in Sections 2.8(a) and 2.8(b) of the Model Form that reference violation of proprietary rights and intellectual property rights by Company would cover any violations by Company of an individuals right of publicity. These statements are based on various assumptions, whether or not identified in this Press Release, and on the current expectations of CompoSecure's and Roman DBDR's management and are not predictions of actual performance. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Section 2.8(b) and Section 2.8(a) both deal with Company infringement of intellectual property, but the language in these sections is inconsistent. CompoSecure Holdings, LLC is a leading premium financial payment cards provider and an emerging provider of cryptocurrency storage and security, while NokNok Labs is an architect of passwordless authentication services. Participants in the Solicitation: This communication is not a solicitation of a proxy from any security holder of Roman DBDR. The term use is considered imprecise in the context of software licensing since Company may need to do a broad range of activities with licensed software such as modifying, distributing and reproducing such software. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. The language in Section 2.8(b) should be made more consistent with the language in Section 2.8(a) that addresses whether Company has received any notices alleging that Company (or its conduct of the business) has violated various intellectual property rights. The way we These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, a prediction or a definitive statement of fact or probability. Recommended Revisions to Model Form: (b) [To the Companys knowledge,]no product or service marketed or sold (or proposed to be marketed or sold) by theCompanys conduct of its business (or proposed conduct of its business) does not or will notviolatesor will violateany license or infringesor willinfringeany intellectual property rights of anyotherparty.. When it was created three decades ago, Lifeline provided assistance for low-income homes to get landline telephone service. The legal effects of using open source software is one of the most asked about diligence items for investors in technology companies or any company that has proprietary software; it is not surprising that there is an entire section of the Model Form devoted to this topic. Phone: 604-609-0244, Calgary CompoSecure and NokNok's solution will provide financial services customers and cryptocurrency holders with easy-to-use authentication services for their digital wallets. Roman DBDR raised $236 million in its initial public offering (inclusive of underwriter's exercise of over-allotment option) in November 2020 and is listed on Nasdaq under the symbol "DBDR". A definitive proxy statement will be sent to stockholders of Roman DBDR seeking approval of the proposed merger. Using the same language in both Section 2.8(a) and 2.8(b) as recommended below would bring the language in Section 2.8(b) more in line with the more accurate view that infringement occurs as a result of actions taken with regard to intellectual property and not by the intellectual property itself. https://www.newsfilecorp.com/release/92920, Boston Realty Advisors Offers 95 Sam Fonzo Dr. in Beverly for Sale, Boll Safety Launches New Range of Lens Filtering Technologies: Comfort Sense Perception, Boston Realty Advisors Offers 81 Amory Street for Sale. 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