Control of Software and Other Proprietary Material Sample Clauses

Control of Software and Other Proprietary Material. Owner recognizes that the software and other proprietary intellectual software and other intellectual property provided by GEC to Owner as part of the Scope of Work carries with it certain restrictions on use and copying of software and that such software will not be duplicated, used, printed, displayed, modified or disclosed or provided to a third party without the express written authorization of GEC, provided, LIMA/GEC/EPC 68 Confidential Business Information that Owner shall have the right to assign the benefit of such software and other intellectual property and such license to Lender in connection with granting a security interest in the Facility, to a Owner or Utility in connection with a transfer of the Facility, or to any subsequent Owner or assignee of the same. GEC represents and warrants that it has the rights and licenses necessary for it to provide such software and such other intellectual property to Owner as contemplated in this Agreement and grants Owner an irrevocable, non-exclusive and fully paid license for the use of such software in connection with the construction and operation of the Facility. Such license allows Owner only the limited right to use the software as contained herein and shall not convey any title to or ownership in the software to Owner or any Person to whom Owner is permitted to assign its interests therein. Owner agrees to indemnify GEC against any third party claims made against GEC resulting from unauthorized duplication of such software by Owner.
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Control of Software and Other Proprietary Material. GEC recognizes that the software and other proprietary intellectual software and other intellectual property provided by Contractor to GEC as part of the Scope of Work carries with it certain restrictions on use and copying of software and that such software will not be duplicated, used, printed, displayed, modified or disclosed or provided to a third party without the express written authorization of Contractor, provided, that GEC shall have the right to assign the benefit of such software and other intellectual property and such license to Lender in connection with granting a security interest in the Facility, to a GEC or Utility in connection with a transfer of the Facility, or to any subsequent GEC or assignee of the same. Contractor represents and warrants that it has the rights and licenses necessary for it to provide such software and such other intellectual property to GEC as contemplated in this Agreement and grants GEC an irrevocable, non-exclusive and fully paid license for the use of such software in connection with the construction and operation of the Facility. Such license allows GEC only the limited right to use the software as contained herein and shall not convey any title to or ownership in the software to GEC or any Person to whom GEC is permitted to assign its interests therein. GEC agrees to indemnify Contractor against any third party claims made against Contractor resulting from unauthorized duplication of such software by GEC. GEC/ICC/EPC 67 Confidential Business Information
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Control of Software and Other Proprietary Material. Owner recognizes that proprietary software provided by Contractor to Owner as part of the Work carries with it certain restrictions on use and copying of software and that such software shall not be duplicated and provided to a third party without the express prior written authorization of Contractor (except as otherwise provided in this Section 17.2). Owner acknowledges that under the terms of this Agreement it is being provided and shall have access to certain intellectual property rights owned, used or licensed by Contractor, including software, trade secrets, patents, and other proprietary information relating to the specification, design, construction, installation, operation or maintenance and repair of the Work, as well as training processes, and the contents of service and maintenance manuals and test and inspection procedures (collectively, “Intellectual Property Rights”). Owner and Contractor agree that the Agreement provides Owner and its representatives with an irrevocable, permanent, transferable, nonexclusive, royalty-free license to use the Intellectual Property Rights (a) in connection with the Project and (b) in connection with the operation, maintenance, repair, modification or alteration of any other power generating facility to be owned, operated, constructed or developed by Owner or any Affiliate of Owner; provided that, Contractor makes no representation or warranty with respect to the Intellectual Property Rights to the extent that such Intellectual Property Rights is used in any facility other than the Project and; provided, further, that Contractor makes no representation that the Intellectual Property Rights are suitable for reuse by Owner or others on extensions of the Project or on any other project and provided, further, that any such reuse will be at Owner’s sole risk and without liability or legal exposure to Contractor. Owner agrees (i) not to use any such Intellectual Property Rights for any purpose other than as set forth in this Section 17.2, and
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Related to Control of Software and Other Proprietary Material

  • License for Use of Software and Other Intellectual Property Unless expressly prohibited by the licensor thereof or any provision of applicable law, if any, the Borrower hereby grants to the Administrative Agent on behalf of the Secured Parties a limited license to use, without charge, the Borrower’s and the Servicer’s computer programs, software, printouts and other computer materials, technical knowledge or processes, data bases, materials, trademarks, registered trademarks, trademark applications, service marks, registered service marks, service xxxx applications, patents, patent applications, trade names, rights of use of any name, labels, fictitious names, inventions, designs, trade secrets, goodwill, registrations, copyrights, copyright applications, permits, licenses, franchises, customer lists, credit files, correspondence, and advertising materials or any property of a similar nature, as it pertains to the Borrower Collateral, or any rights to any of the foregoing, only as reasonably required in connection with the collection of the Transferred Receivables and the advertising for sale, and selling any of the Borrower Collateral, or exercising of any other remedies hereto, and the Borrower agrees that its rights under all licenses and franchise agreements shall inure to the Administrative Agent’s benefit (on behalf of the Secured Parties) for purposes of the license granted herein. Except upon the occurrence and during the continuation of a Termination Event, the Administrative Agent and the Lenders agree not to use any such license without giving the Borrower prior written notice.

  • Inventions and Other Intellectual Property 14.1 The parties foresee that the Executive may make inventions or create other intellectual property in the course of his duties for the Company and agree that in this respect the Executive has a special responsibility to further the interests of the Company and the Group Companies.

  • Customer Data 5.1 The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

  • Proprietary Materials Each of the Parties shall own its own intellectual property including without limitation all trade secrets, know-how, proprietary data, documents, and written materials in any format. Any materials created exclusively by IPS for the School shall be owned by IPS, and any materials created exclusively by Operator for the School shall be Operator’s proprietary material. The Parties acknowledge and agree that neither has any intellectual property interest or claims in the other Party’s proprietary materials. Notwithstanding the foregoing, materials and work product jointly created by the Parties shall be jointly owned by the Parties and may be used by the individual Party as may be agreed upon by both Parties from time to time.

  • Third Party Software 1. The Software may contain third party software that requires and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located at xxxx://xxx.xxxxxxxxx.xxx/thirdparty/index.html and are made a part of and incorporated by reference into this XXXX. By accepting this XXXX, You are also accepting the additional terms and conditions, if any, set forth therein.

  • Licensed Software Computer program(s) provided by Contractor in connection with the Deliverables, subject to Section 14 of this Contract.

  • Software Title and ownership to Existing Software Product(s) delivered by Contractor under the Contract that is normally commercially distributed on a license basis by the Contractor or other independent software vendor proprietary owner (“Existing Licensed Product”), embedded in the Custom Products, shall remain with Contractor or the proprietary owner of other independent software vendor(s) (ISV). Effective upon acceptance, such Product shall be licensed to Authorized User in accordance with the Contractor or ISV owner’s standard license agreement, provided, however, that such standard license, must, at a minimum: (a) grant Authorized User a non-exclusive, perpetual license to use, execute, reproduce, display, perform, adapt (unless Contractor advises Authorized User as part of Contractor’s proposal that adaptation will violate existing agreements or statutes and Contractor demonstrates such to the Authorized User’s satisfaction) and distribute Existing Licensed Product to the Authorized User up to the license capacity stated in the Purchase Order or work order with all license rights necessary to fully effect the general business purpose(s) stated in the Bid or Authorized User’s Purchase Order or work order, including the financing assignment rights set forth in paragraph (c) below; and (b) recognize the State of New York as the licensee where the Authorized User is a state agency, department, board, commission, office or institution. Where these rights are not otherwise covered by the ISV’s owner’s standard license agreement, the Contractor shall be responsible for obtaining these rights at its sole cost and expense. The Authorized User shall reproduce all copyright notices and any other legend of ownership on any copies authorized under this clause. Open source software is developed independently of Contractor and may be governed by a separate license (“open source software”). If the open source software is governed by a separate License and provided under this Contract, Contractor shall provide a copy of that license in the applicable Documentation and the Authorized User's license rights and obligations with respect to that open source software shall be defined by those separate license terms and subject to the conditions, if any, therein. Nothing in this Contract shall restrict, limit, or otherwise affect any rights or obligations the Authorized User may have, or conditions to which the Authorized User may be subject, under such separate open source license terms.

  • Hardware and Software Requirements In order to access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions, and hardware capable of running this software.

  • Proprietary Software Depending upon the products and services You elect to access through Electronic Access, You may be provided software owned by BNY Mellon or licensed to BNY Mellon by a BNY Mellon Supplier (“Proprietary Software”). You are granted a limited, non-exclusive, non-transferable license to install the Proprietary Software on Your authorized computer system (including mobile devices registered with BNY Mellon) and to use the Proprietary Software solely for Your own internal purposes in connection with Electronic Access and solely for the purposes for which it is provided to You. You and Your Users may make copies of the Proprietary Software for backup purposes only, provided all copyright and other proprietary information included in the original copy of the Proprietary Software are reproduced in or on such backup copies. You shall not reverse engineer, disassemble, decompile or attempt to determine the source code for, any Proprietary Software. Any attempt to circumvent or penetrate security of Electronic Access is strictly prohibited.

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