Deposit of YPS Software Programs Sample Clauses

Deposit of YPS Software Programs. Within ninety (90) days of the Effective Date (or within thirty (30) days after completion of development of the Rendering Programs that will not be developed or completed until a later time) YPS will deposit the Rendering Programs with the independent escrow agent Data Securities International, Inc. (“DSI”) pursuant to a written escrow agreement signed by Publisher and YPS. The escrow agreement shall be negotiated by the Parties in good faith, consistent with the terms of this Agreement and the form of Preferred Escrow Agreement attached hereto as Exhibit H, and signed and implemented no later than sixty (60) days from the Effective Date. The cost of establishing and implementing the escrow shall be borne equally by Publisher and YPS, provided however that Publisher shall bear the cost of any optional, technical verification testing of the Deposit Materials (as defined in the form of Preferred Escrow Agreement) conducted by DSI. Additionally, YPS will automatically deposit any updates, upgrades, or other revisions of the Rendering Programs with such escrow agent pursuant to the escrow agreement between the parties. The escrow agent will give Publisher written notice of any deposit by YPS. At Publisher’s request and expense, the escrow agent will also certify that the deposit meets the technical requirements set forth in the escrow agreement, including tests of the deposited Rendering Programs. The Rendering Programs and any updates, upgrades or revisions thereof delivered to the escrow agent will be in a form suitable for reproduction by Publisher. Each deposit will comprise: (i) the full source code and compiled version of the Rendering Programs, (ii) the complete Rendering Programs’ Maintenance and Support Documentation, (iii) all third-party software used in support and maintenance or enhancement of the deposited Rendering Programs; and (iv) all other data and materials necessary to allow a reasonably skilled third-party programmer to maintain, modify, or enhance the deposited Rendering Programs without the assistance of any other person or reference to any other material.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs

Related to Deposit of YPS Software Programs

  • Software Additional provisions relating to software.

  • Licensed Software Section 3.17(f).......................................27

  • 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.

  • Third Party Software Customer acknowledges that in order for MyEcheck to perform the Consulting Services, Customer may need to obtain additional third party services ("Third Party Services") or third party technology ("Third Party Technology"). Customer agrees that the rights and licenses with respect to Third Party Technology and Third Party Services shall be under terms set forth in the pertinent purchase, license or services agreements between Customer and the vendors of such Third Party Software or Third Party Services. Customer shall execute and comply with appropriate purchase, license, or services agreements with respect to any Third Party Software or Third Party Services. Any amounts payable to third party vendors or service providers under such agreements are the sole responsibility of Customer and shall be paid directly by Customer to such third party vendors or service providers. MyEcheck Services Agreement

  • 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.

  • Intellectual Property; Software (a) Schedule 4.12 contains a list and description (showing in each case any product, device, process, service, business or publication covered thereby, the registered or other owner, expiration date and number, if any) of all Copyrights, Patent Rights and Trademarks owned by, licensed to or used by the Company.

  • Software Licenses Seller has all necessary licenses to use all material third-party software used in Seller's business, and Seller's use of third-party software does not infringe the rights of any Person.

  • Company Software “Company Software” shall mean any software (including software development tools and software embedded in hardware devices, and all updates, upgrades, releases, enhancements and bug fixes) owned, developed (or currently being developed), used, marketed, distributed, licensed or sold by an Acquired Corporation at any time (other than non-customized third-party software that is not incorporated into any Company Product and is licensed to an Acquired Corporation solely in object code form and solely for internal use on a non-exclusive basis).

  • Software License ICS will grant the Business Manager a non-exclusive and royalty-free right and license to use and copy software owned by ICS and to use certain third party software according to the terms of the applicable third party licenses to ICS, all in connection with the Business Manager’s obligations under the Agreement. ICS will provide the Business Manager with all upgrades to the licensed software.

  • Software Warranty NETGEAR warrants to the end-user that each item of Software, as delivered or updated by NETGEAR and properly installed and operated on the Hardware or other equipment it is originally licensed for, will function substantially as described in its then-current user documentation during its respective warranty period. If any item of Software fails to so perform during its warranty period, as the sole remedy NETGEAR or NETGEAR's supplier will at its discretion provide a suitable fix, patch or workaround for the problem which may be included in a future revision of the Software. For specific Software which is distributed by NETGEAR as a licensee of third parties, additional warranty terms offered by such third parties to end-users may apply.

Time is Money Join Law Insider Premium to draft better contracts faster.