Customer Contracts 6.2.1 The Redistributor should ensure that its contracts with its Customers give it all necessary rights to control and monitor Data use. 6.2.2 The Redistributor is obliged to make the contents of this Schedule available to its customers.
License to Customer Vendor grants to Customer, a perpetual, irrevocable, royalty free license, solely for the Customer’s internal business purposes, to use, copy, modify, display, perform (by any means), transmit and prepare derivative works of any Vendor IP embodied in or delivered to Customer in conjunction with the Work Product. The foregoing license includes the right to sublicense third parties, solely for the purpose of engaging such third parties to assist or carryout Customer’s internal business use of the Work Product. Except for the preceding license, all rights in Vendor IP remain in Vendor.
Service Locations ▇. ▇▇▇▇▇▇ maintains various operational/service centers and locations in the United States and other jurisdictions. The services provided under this Agreement may be provided from one or more such locations. ▇.▇. ▇▇▇▇▇▇ may change the operational/service centers and locations as it deems necessary or appropriate for its business concerns.
Customer Content As part of the Services provided under this Agreement, Customer Data will be stored and processed in the data center region specified in the applicable Ordering Document. Axway shall not access Customer Content except in response to support or technical issues where Customer provides Axway with prior Customer’s written authorization required to access such Customer Content. Axway is not responsible for unauthorized access, alteration, theft or destruction of Customer Content arising from Customer’s own or its authorized users’ actions or omissions in contravention of the Documentation. Customer’s ability to recover any lost data resulting from Axway’s misconduct is limited to restoration by Axway from the most recent back-up.
Business Contracts (a) Schedule 2.13(a) sets forth a true, complete and correct list of the following Contracts (x) to which any of the Companies are a party as of the date of this Agreement or (y) by which any of the Companies are otherwise bound (other than (I) Contracts for commercially available software or any clickwrap, shrinkwrap or other similar standard form electronic Contracts and Company Benefit Plans and (II) the Leases) (the “Business Contracts”): (i) any Contract providing for aggregate annual payments to or by the Companies in excess of One Hundred Thousand Dollars ($100,000); (ii) any Contract that relates to the sale of any of the Companies, in whole or in part, directly or indirectly, or a material portion of the Companies’ assets, other than the sale of tangible personal property in the Ordinary Course of Business; (iii) any property management, leasing, brokerage or similar Contract with respect to the Real Property; (iv) any Contract relating to indebtedness (including, without limitation, guarantees) of any Company, in each case having an outstanding principal amount in excess of One Hundred Thousand Dollars ($100,000), other than indebtedness that is being paid in full at the Closing; (v) all collective bargaining agreements or agreements with any labor organization, union or association to which any Company is a party; (vi) any Contract under which any Company grants any exclusive rights, noncompetition rights, rights of first refusal, rights of first offer or rights of first negotiation to any Person; (vii) any Contract that contains a covenant not to compete that restricts the Business of the Companies or their Subsidiaries in any geographic location; (viii) all partnership agreements, limited liability company agreements and joint venture agreements relating to the Companies; and (ix) any Contract relating to the acquisition or sale of a business (or all or substantially all of the assets thereof) by the Companies. (b) HoldCo has made available or has caused to be made available to the Buyer Parties, prior to the date hereof, true, correct and complete copies of each Business Contract, together with all amendments or supplements thereto. There exist no defaults under any Business Contract by any of the Companies, or, to HoldCo’s Knowledge, by any other Person that is a party to any Business Contract. To HoldCo’s Knowledge, no party to any Business Contract other than the Companies intends to terminate any Business Contract.