Custom Software. For all custom software furnished by the Provider as part of this agreement, the following terms and conditions shall apply:
1. The Department shall own all custom software. The Department shall grant all appropriate Federal and State agencies a royalty-free, non-exclusive, and irrevocable license to reproduce, modify, publish, or otherwise use, and to authorize others to do so, all custom software. Such custom software shall include, but not be limited to, all source, object and executable code, operating system instructions for execution, data files, user and operational/administrative documentation, and all associated administrative, maintenance, and test software that are relevant to this Agreement.
2. A fundamental obligation of the Provider is the delivery to the Department of all ownership rights to the complete system, free of any claim or retention of rights thereto by the Provider. The Provider acknowledges that this system shall henceforth remain the sole and exclusive property of the Department, and the Provider shall not use or describe such software and materials without the written permission of the Department. This obligation to transfer all ownership rights to the Department on the part of the Provider is not subject to any limitation in any respect.
Custom Software. The Parties agree that any Deliverable, including without limitation any software, developed by CONTRACTOR in connection with the Agreement (the “Custom Software”), will be the exclusive property of HHSC.
Custom Software. 1. Contractor warrants that Software Deliverables shall operate in all material respects as described in the applicable specification documentation for one hundred and eighty (180) days after Acceptance. The Authority shall notify Contractor of any Software deficiency within one hundred and eighty (180) days after Acceptance of the Software Deliverable.
2. Contractor warrants that, at the time of Acceptance of the Software Deliverable provided pursuant to the contract, its product shall be free of what are commonly defined as viruses, backdoors, worms, spyware, malware and other malicious code that will hamper performance of the Software, collect unlawful personally identifiable information on users, or prevent the Software from performing as required under the contract. Under no circumstances does this warranty provision limit the Contractor’s obligation in the event of a breach of confidentiality.
3. In the event of any breach of this warranty, Contractor shall correct the Software errors that caused the breach of warranty, or if Contractor cannot substantially correct such breach in a commercially reasonable manner, the Authority may recover a portion of the fees paid to Contractor for the Software Deliverable to reflect any reduction in the value of the Software Deliverable as a result of the uncorrected defect. Under no circumstances does this warranty provision limit the Contractor’s obligations in the event of a breach of confidentiality.
4. Contractor does not warrant that Software is error-free or that it will operate uninterrupted.
Custom Software a. Unless the Contractor Standard Form Agreement provides greater coverage, as determined by the State, in its sole discretion, the contractor warrants that Custom Software Deliverables shall operate in all material respects as described in the applicable specification documentation for one hundred and eighty (180) days after Acceptance. The State shall notify the contractor of any Custom Software deficiency within one hundred and eighty (180) days after Acceptance of the Custom Software Deliverable (the "Notice Period”). Where the contractor is providing multiple Custom Software Deliverables over the term of the Contract, the Notice Period shall begin to run after the Acceptance of the final Custom Software Deliverable under the Contract. At that time, the State may assert defect claims relating to any and all of the Custom Software Deliverables provided under the Contract; however, the State may also assert claims earlier, in its discretion, without waiving the Notice Period.
b. For a Contract requiring the delivery of COTS or Customized Software and Custom Software, a notice within one hundred eighty (180) days that describes a deficiency in functional terms without specifying whether the deficiency is with COTS, Customized Software or Custom Software shall be deemed a notice that triggers the warranty provisions in both Section 5.11(a) and 5.11(b) of this Supplement.
c. The contractor warrants that, at the time of Acceptance of the Custom Software Deliverable provided pursuant to the Contract, its product shall be free of what are commonly defined as viruses, backdoors, worms, spyware, malware and other malicious code that will hamper performance of the Custom Software, collect unlawful personally identifiable information on users, or prevent the Custom Software from performing as required under the Contract. Under no circumstances does this warranty provision limit the contractor’s obligation in the event of a breach of confidentiality.
d. In the event of any breach of this warranty, the contractor shall correct the Custom Software errors that caused the breach of warranty, or if the contractor cannot substantially correct such breach in a commercially reasonable manner, the State may recover a portion of the fees paid to the contractor for the Custom Software with the uncorrected defect or in the event that the Custom Software is still deemed, by the State in its sole discretion, to be usable by the State even with the uncorrected defect, the State m...
Custom Software. Unless the Contractor Standard Form Agreement provides greater coverage, as determined by the State, in its sole discretion, the contractor warrants that Custom Software Deliverables shall operate in all material respects as described in the applicable specification documentation for one hundred and eighty (180) days after Acceptance. The State shall notify the contractor of any Custom Software deficiency within one hundred and eighty (180) days after Acceptance of the Custom Software Deliverable (the "Notice Period”). Where the contractor is providing multiple Custom Software Deliverables over the term of the Contract, the Notice Period shall begin to run after the Acceptance of the final Custom Software Deliverable under the Contract. At that time, the State may assert defect claims relating to any and all of the Custom Software Deliverables provided under the Contract; however, the State may also assert claims earlier, in its discretion, without waiving the Notice Period.
Custom Software. (a) Customer shall provide to Scootable in accordance with Scootable's requirements the Customer Branding to be incorporated as part of the Custom Application.
(b) Customer shall provide such input and assistance as Scootable may reasonably require in relation to its development of the Custom Application.
(c) Scootable shall provide the Custom Application to Customer within 30-45 days of its receipt of Customer Branding.
(d) Customer shall have a period of 10 days from the delivery of the Custom Application ("Review Period") in which to request (acting reasonably) that Scootable make changes to the Custom Application. Such request for changes shall be limited to changes solely related to the incorporation of Customer Branding ("Requested Change") as part of the Custom Application. Scootable shall use its reasonable endeavours to make any Requested Change to the Custom Application within a reasonable period.
(e) The Custom Application shall be deemed to have been accepted by Customer either (i) if Customer does not request a Requested Change by the expiry of the Review Period; or (ii) where the Customer does request a change, once Scootable has used its reasonable endeavours to make the Requested Change to the Custom Application or has, acting reasonably, informed Customer that the Requested Change is not possible.
(f) Customer shall not store, distribute or transmit any Virus, or any material through the Hosting Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; or promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities.
Custom Software. 13.5.1 Custom software as used herein shall mean software requested by Siemens and developed exclusively by Company for Siemens.
13.5.2 Siemens shall provide specifications to Company as part of a request for Company to develop custom software. Company shall notify Siemens, in writing, within the time frame specified in the request for acceptance or rejection of such request. Should Company accept such request, Company shall submit, within a mutually agreed upon time and at no cost or obligation to Siemens, a Firm Price Quote (FPQ) including, but not limited to: (a) a final summary of such customer software specification; (b) output formats; (c) description of documentation to be furnished; (d) fixed fee or other fees and charges, if any, for development of such custom software; (e) scheduled installation dates; and (f) a listing and goals of each task to be performed by Company, when each shall be performed and the order of performance (herein "Schedule"). Siemens and Company shall mutually agree to payment terms and the rights of the Parties to such custom software prior to the commencing of development work by Company on a request by request basis.
13.5.3 Siemens may, at its option, either withdraw its request, counter with another request for Company's consideration, or accept the FPQ and if accepted, thereafter issue an order to Company for the custom software. Prior to issuance of the order, Siemens shall incur no obligation to Company because of any withdrawal of Siemens' request.
13.5.4 After the completion of the development, Company shall deliver to Siemens on or before the applicable scheduled date all written custom software, source code, records of test data related thereto and all associated documentation.
13.5.5 After such delivery and installation, Siemens and Company shall jointly test the custom software to determine if it conforms to specifications. Upon successful completion of said acceptance testing, Siemens shall notify Company in writing of Siemens' acceptance or rejection of the custom software, after such determination relative to conformance to the specification is made. If correctly rejected for non-conformance, Company shall, at no additional charge, promptly take such action as may be required to correct the deficiency.
Custom Software. There are no Software Properties that APC and its Subsidiaries have had written or developed by any Person not an employee of APC or its Subsidiaries.
Custom Software. Vendor shall ensure that any custom Software developed and/or deployed for USAC, whether on USAC premise, on a USAC or Vendor cloud, or a hybrid infrastructure:
4.2.1 Meets all USAC architecture, standards, and IT security guidelines and standards. This includes, but is not limited to, the ability to achieve an Authority to Operate based on all applicable OMB, NIST, and FISMA guidelines.
4.2.2 Reuses available USAC technology services (microservices, application programming interfaces) unless Vendor demonstrates in writing that those services are unable to meet the requirements and USAC agrees to the substitute solution in writing with Vendor.
4.2.3 Uses the USAC technical stack unless Vendor demonstrates in writing that those components are unable to meet the requirements and USAC agrees in writing with Vendor. Details of USAC’s technical stack and service architecture will be provided as appropriate.
