Computer Programs. Computer programs are protected as literary works within the meaning of Article 2 of the Berne Convention. Such protection applies to computer programs, whatever may be the mode or form of their expression.3 Compilations of data or other material, in any form, which by reason of the selection or arrangement of their contents constitute intellectual creations, are protected as such. This protection does not extend to the data or the material itself and is without prejudice to any copyright subsisting in the data or material contained in the compilation.4
Computer Programs. (a) Set forth in the Disclosure Schedule is a list and brief description of the computer programs (other than off-the-shelf computer programs) owned, licensed or otherwise used by the Company that are material in the continued operation of its business as currently conducted or proposed to be conducted (such computer programs being referred to herein as the "Company Software"), identifying with respect to each such Computer Program whether it is owned, licensed or otherwise used by the Company. The Disclosure Schedule identifies all material agreements relating to the Company Software (the "Software Contracts") and further classifies each such Software Contract under one of the following categories: (A) license to use third party software; (B) development contract, work-for-hire agreement, or consulting agreement; (C) distributor, dealer or value added reseller agreement; (D) license or sublicense to a third party (including agreements with end-users); (E) maintenance, support or enhancement agreement; or (F) other.
(b) The computer programs included in the Company Software are (i) owned by the Company, (ii) currently in the public domain or otherwise available to the Company without the approval or consent of any third party, or (iii) licensed or otherwise used by the Company pursuant to the terms of valid, binding written agreements.
(c) The Company Software owned, designed or developed by the Company or any of its employees, consultants or agents conforms in all material respects to the technical specifications for the design, performance, operation, test, support and maintenance of the Software, and all other documentation relating to such technical specifications. No portion of the Company Software sold or licensed by the Company directly or indirectly to end users contained, on the date of shipment by the Company, no portion of the Company Software currently for sale or license directly or indirectly to end users contains, and, to the knowledge of the Company, no portion of any other Company Software contains any software routines or hardware components designed to permit unauthorized access; to disable or erase software, hardware or data; or to perform any other such actions.
(d) All personnel, including employees, agents, consultants, and contractors, who have contributed to or participated in the conception and development of any of the Company Software either (i) have been party to a "work-for-hire" arrangement or agreement with the Company, whet...
Computer Programs. Set forth in Section 3.20 of the Disclosure Schedule is a list of the Computer Programs owned, licensed or otherwise used by the Company (excluding off-the-shelf software programs licensed by the Company pursuant to “shrink wrap” or “click through” licenses) in connection with the operation of its business as currently conducted or proposed to be conducted identifying with respect to each such Computer Program whether it is owned, licensed or otherwise used by the Company. The Company does not own, license or otherwise use any Computer Programs (other than off-the-shelf computer programs) that is material to the conduct of its business as currently conducted or proposed to be conducted.
Computer Programs applies to computer programs, whatever may be the mode or form of their expression.
Computer Programs. If Agent provides the computer program C3 or similar software for which Agent holds a license(s), implemented on-site and connected to Agent’s computer network, such program shall remain the exclusive property of Agent at all times, and the Association will not take actions or introduce software or other features which may be deemed by Agent to jeopardize any part of Agent’s computer network. The Association will confer with Agent before instituting any changes to the Association’s network. The Association will not make changes that may cause Agent’s software to be inoperable on the site or violate the security of the system or data, or cause Agent to incur additional expense to protect Agent’s network, or may interfere with Agent’s software requirements necessary to meet the requirements contained in this Agreement. If Agent’s employees are required to respond to software or hardware issues at the Association’s site that are found to be unrelated to the reliable functioning of Agent’s software, an hourly charge in accordance with Exhibit A will be incurred.
Computer Programs. Physicians Care covenants and agrees that any and all computer programs and computer software developed or utilized by Manager in order to fulfill Manager's responsibilities specified herein shall remain the property of Manager, or shall be used by Manager pursuant to appropriate authorization, and that Physicians Care shall not use such programs and software for any purpose other than the activities of Physicians Care without the express written consent of Manager; provided, however, that if Physicians Care funds the development cost of any such program, whether in whole or in part, then such program shall be the property of Physicians Care and Manager shall have a license to use such program, which license shall automatically terminate upon termination of this Agreement for any reason.
Computer Programs. All of each Seller's rights, if any, in computer programs and computer software, along with license rights pertaining thereto, to the extent relating or pertaining to the Business and or the Assets.
Computer Programs. 1 Contract.......................................................................................................2
Computer Programs. Title to and right of possession of any Computer Programs licensed hereunder shall remain with Seller, or its licensor, except that Buyer shall have the right of possession and use of the Computer Programs provided hereunder at no cost for the term of the license set forth in Section 6.4. Nothing in this Contract shall be construed as limiting Seller, or its licensors, from using and licensing the Computer Programs to any third party.
Computer Programs. (a) Schedule 3.11(a) contains a complete and accurate list of all Computer Programs owned by the Companies and, in the case of Sellers, used primarily in the Business (the “Owned Computer Programs”), and identifies the Company (if not a Purchased Company) that owns each such program. Except as set forth in Schedule 3.11(a), the relevant Company has the sole, full and clear title to the Owned Computer Programs, free of all claims, including claims, liens or encumbrances or rights of employees, agents, consultants, customers, licensees, or other parties involved in the development, creation, marketing, maintenance, enhancement or licensing of such computer software, and owns all right to xxx and keep any damage awards for any past infringements by any Person of any Owned Computer Programs.
(b) Schedule 3.11(b) contains a complete and accurate list of all Computer Programs under which a Company is a licensee, lessee, or otherwise has obtained the right to use the Computer Programs and, in the case of Sellers, used primarily in the Business (the “Licensed Computer Programs”), and identifies the Company (if not a Purchased Company) that has obtained the right to use such program. Each such license, contract or agreement governing the Licensed Computer Programs is hereinafter referred to as the “Licensed Computer Program License.” Except as set forth on Schedule 3.11(b), the relevant Company (i) has the right and license to use each Licensed Computer Program, free and clear of any limitations or encumbrances except as may be set forth in any licenses, contracts or other agreements listed in Schedule 3.11(b) or, in the case of licensed “shrink-wrap” computer software identified as such on Schedule 3.11(b), as may be set forth on the documentation relating to such software; (ii) has the right to use the Licensed Computer Programs, free and clear of any claims of infringement or alleged infringement or other Lien of any kind (other than any Permitted Lien), except for license fees or royalties or other payments required under the terms of the licenses, contracts or other agreements governing the Licensed Computer Programs; (iii) in the case of Licensed Computer Programs licensed by Sellers, has the right to assign to Purchaser without the prior consent of any Person; (iv) in the case of Licensed Computer Programs licensed by a Purchased Company, has the right to continue to use such Licensed Computer Program after the Closing without the prior consent of any Person...
