BETA Deferred Gap Resolutions Sample Clauses

BETA Deferred Gap Resolutions. All copyrights, patents, trade secrets, and other intellectual property and proprietary rights associated with any BETA Deferred Gap Resolutions (including design documents, source code, object code, and other work product related to a BETA Deferred Gap Resolution, but excluding any AGE Work Product which has been incorporated into the BETA Deferred Gap Resolutions or any design documents, source code, object code and other work product owned by AGE), shall be owned exclusively by BETA, provided that BETA has incorporated such BETA Deferred Gap Resolutions into the production environments of the BETA Core Systems. For all BETA Deferred Gap Resolutions that are not incorporated into the BETA Core Systems, AGE shall own all copyrights, patents, trade secrets, and other intellectual property and proprietary rights associated therewith and BETA hereby irrevocably assigns, transfers and conveys, and shall cause BETA Agents to assign, transfer and convey, to AGE, at the time of creation of such BETA Deferred Gap Resolutions, and without any requirement of further consideration, all right, title, and interest it or they may have in such BETA Deferred Gap Resolutions, including any copyrights, patents, trade secrets, and other intellectual and proprietary property rights associated therewith. Upon request of AGE, BETA shall take such further actions, and shall cause BETA Agents to take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment, at AGE’s expense.
Sample 1
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BETA Deferred Gap Resolutions. The “BETA Deferred Gaps” are identified in Schedule A. BETA agrees to provide all resources necessary to develop and implement those enhancements to the BETA Core Systems required to resolve and eliminate all BETA Deferred Gaps (“BETA Deferred Gap Resolutions”) in accordance with AGE Deferred Gap Requirements at no development-related cost to AGE. The Parties acknowledge that the [***] FTEs provided to AGE pursuant to Section 3.16 of the Agreement shall not be used or otherwise applied towards BETA’s development and completion of the BETA Deferred Gap Resolutions. Notwithstanding the foregoing, based upon the analysis conducted by the Parties as of the date of this Agreement, the Parties do not anticipate any infrastructure or other costs to AGE related to resolution of the BETA Deferred Gaps. BETA will endeavor to ensure that its approach to resolving the BETA Deferred Gaps will not result in additional costs to AGE. However, if BETA is unable to reasonably resolve a BETA Deferred Gap without incurring infrastructure or other similar costs, the Parties will mutually agree upon what costs, if any, will be payable by AGE. BETA will develop and implement all BETA Deferred Gap Resolutions in accordance with the procedures set forth in Article II.
Sample 1

Related to BETA Deferred Gap Resolutions

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