Common use of Developed Materials Clause in Contracts

Developed Materials. Supplier warrants that Developed Materials that is Software (i) will be free from material errors (with respect to Software) in operation and performance, (ii) will Comply with the applicable documentation and Specifications and, (iii) will provide the applicable functions and features and operate in the applicable manner described in Schedules D and E or otherwise agreed by the Parties for: (A) [**] days from the date such Developed Material is first used for productive business purposes under this Agreement, and (B) the completion of two (2) full production and/or business cycles by Triad and each applicable Eligible Recipient involving the applicable cyclic components (e.g., quarter-end and year-end processing) of such Developed Material. As soon as reasonably practicable after the discovery by Triad of a failure of the Developed Materials to so comply (a “Defect”), Triad will deliver to Supplier a statement and description of the alleged Defect. With respect to any Defect during such warranty period, Supplier shall, without additional Charge (x) correct such Defect as part of the Services, (y) use commercially reasonable efforts to make such correction as expeditiously as possible, and (z) to the extent that such Defect is not promptly corrected, implement appropriate work-arounds without increasing Triad’s or any Eligible Recipients’ retained work efforts or costs. The foregoing warranty will not extend to any Defect to the extent attributable to (i) a change or modification to the Developed Material not contemplated by this Agreement or recommended, performed or approved by Supplier, or (ii) Triad or any Eligible Recipient operating such Developed Material other than (x) in accordance with the applicable documentation and Specifications, (y) for the purpose(s) contemplated by this Agreement, or (z) on types of hardware contemplated by this Agreement or recommended, supplied or approved by Supplier. In the event that Supplier fails or is unable to repair or replace such Developed Material, Triad shall, in addition to any and all other remedies available to it hereunder, be entitled to obtain from Supplier a copy of the source code and/or object code and/or other applicable documentation to such Developed Material. [**] Certain confidential information contained in this document, marked by [**], has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Developed Materials. Supplier warrants that (a) Unless the Parties agree otherwise in writing, all Developed Materials shall be considered works made for hire (as that term is Software (iused in Section 101 of the Copyright Act) will be free from material errors (with respect to Software) in operation and performance, (ii) will Comply with that are owned by UICI or the applicable documentation and Specifications and, (iii) will provide the applicable functions and features and operate in the applicable manner described in Schedules D and E or otherwise agreed by the Parties for: (A) [**] days from the date Eligible Recipient. If any such Developed Material is first used Materials may not be considered a work made for productive business purposes hire under this Agreementapplicable law, Insurdata hereby irrevocably assigns, and (B) shall assign, to UICI or the completion appropriate Eligible Recipient, without further consideration, all of two (2) full production and/or business cycles by Triad Insurdata's right, title and each applicable Eligible Recipient involving the applicable cyclic components (e.g., quarter-end interest in and year-end processing) of to such Developed MaterialMaterials, including United States and foreign intellectual property rights. As soon as Insurdata acknowledges that UICI and the Eligible Recipients and their successors and assigns shall have the right to obtain and hold in their own name any intellectual property rights in and to such Developed Materials. Insurdata agrees to execute any documents and take any other actions reasonably practicable after requested by UICI to effectuate the discovery by Triad purposes of this SECTION 14.2. UICI grants to Insurdata a failure of non-exclusive, non-transferable, worldwide, limited right and license to use, execute, reproduce, display, perform, modify and distribute the Developed Materials and the Existing Materials for the sole purpose of providing the Services during the Term and the Transfer Assistance Period pursuant to so comply this Agreement; provided that this license does not give Insurdata the right, and Insurdata is not authorized, to sublicense such Developed Materials or use them for the benefit of other customers or for any other purpose without UICI's prior written consent. (a “Defect”), Triad will deliver to Supplier a statement and description of the alleged Defect. b) With respect to any Defect during such warranty period, Supplier shallspecified Existing Materials (including, without additional Charge (xlimitation, the sales automation and student administration and claims software solutions) correct such Defect and any specified Developed Materials consisting of custom software solutions developed by Insurdata for UICI as part of Services provided to UICI under this Agreement ("DEVELOPED SOFTWARE"), UICI and Insurdata may, at the Servicesrequest of Insurdata and at the option of UICI, enter into an agreement pursuant to which Insurdata: (ya) may grant to third parties non-exclusive licenses to use commercially reasonable efforts any specified Existing Materials or Developed Software or (b) may obtain from UICI a non-exclusive license to make use any specified Existing Materials or Developed Software for third parties. In either event, UICI shall have the unrestricted right to use the Existing Materials or Developed Software, to own the code for all Existing Materials and Developed Software and shall be entitled to all upgrades and software maintenance as is provided to other third party licensees. For each specified item of Developed Software for which Insurdata and UICI enter into an agreement as herein provided, such correction as expeditiously as possibleagreement shall specify that: (a) 25% of any and all royalty payments due to Insurdata from third-party licensees for the use of Developed Software shall be paid by Insurdata to UICI, such payments to be applied, first, to generate for UICI a twelve percent (12%) annual return on unamortized software development costs for the specified Developed Software and, second, to amortize the software development costs for the specified Developed Software, and (zb) after all software development costs for the specified Developed Software have been fully amortized, ownership of the specified Developed Software shall pass to the extent that such Defect is not promptly correctedInsurdata, implement appropriate work-arounds without increasing Triad’s or any Eligible Recipients’ retained work efforts or costs. The foregoing warranty will not extend subject to any Defect to the extent attributable to (i) a change or modification to the Developed Material not contemplated reservation by this Agreement or recommended, performed or approved by Supplier, or (ii) Triad or any UICI and each Eligible Recipient operating such Developed Material other than (x) in accordance of a non-exclusive license, with the applicable documentation right to grant sublicenses to UICI Affiliates, to use, copy and Specifications, (y) for the purpose(s) contemplated by this Agreement, or (z) on types of hardware contemplated by this Agreement or recommended, supplied or approved by Supplier. In the event that Supplier fails or is unable to repair or replace such Developed Material, Triad shall, in addition to any and all other remedies available to it hereunder, be entitled to obtain from Supplier a copy create derivative works of the source code and/or and object code and/or other applicable documentation to versions of such Developed MaterialSoftware. [**] Certain confidential information contained in this documentIf the parties do not enter into such an agreement for particular Developed Software, marked by [**]UICI shall retain and own all right, has been omitted title and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.interest

Developed Materials. Supplier warrants that (a) Unless the Parties agree otherwise in writing, all ACE Owned Developed Materials shall be considered works made for hire (as that term is Software used in Section 101 of the Copyright Act) owned by ACE or such Eligible Recipient. If any such ACE Owned Developed Materials may not be considered a work made for hire under applicable law, IBM hereby irrevocably assigns, and shall assign, to ACE or the appropriate Eligible Recipient, without further consideration, all of IBM's right, title and interest in and to such ACE Owned Developed Materials, including United States and foreign intellectual property rights. IBM acknowledges that ACE and the Eligible Recipients and their successors and assigns shall have the right to obtain and hold in their own name any intellectual property rights in and to such ACE Owned Developed Materials. IBM agrees to execute any documents and take any other reasonable actions reasonably requested by ACE to effectuate the purposes of this Section 14.2. ACE grants to IBM a non-exclusive, non-transferable, ------------ worldwide, limited right and license to use, execute, reproduce, display, perform, modify and distribute the ACE Ace/IBM Proprietary Information 52 Owned Developed Materials for the sole purpose of providing the Services during the Term and the Transfer Assistance Period pursuant to this Agreement; provided, that this license does not give IBM the -------- right, and IBM is not authorized, to sublicense such ACE Owned Developed Materials or use them for the benefit of other customers or for any other purpose without ACE's prior written consent. ACE may, in its sole discretion and upon such terms and at such prices as ACE and IBM may agree, grant IBM a license to use the ACE Owned Developed Materials for other purposes and to sublicense the ACE Owned Developed Materials. (b) IBM shall provide ACE with the source code and documentation for all such Developed Materials. IBM represents and warrants that: (i) the source code and documentation for such Developed Materials will be free from material errors (with respect sufficient to Software) in operation allow a reasonably knowledgeable and performance, experienced systems programmer to maintain and support such Materials; and (ii) the user documentation for such Materials will Comply with accurately describe in terms understandable by a typical end user the applicable documentation and Specifications and, (iii) will provide the applicable functions and features and operate in the applicable manner described in Schedules D and E or otherwise agreed by the Parties for: (A) [**] days from the date such Developed Material is first used for productive business purposes under this Agreement, and (B) the completion of two (2) full production and/or business cycles by Triad and each applicable Eligible Recipient involving the applicable cyclic components (e.g., quarter-end and year-end processing) of such Developed Material. As soon as reasonably practicable after Materials and the discovery by Triad of a failure of the Developed Materials to so comply (a “Defect”), Triad will deliver to Supplier a statement procedures for exercising such functions and description of the alleged Defect. With respect to any Defect during such warranty period, Supplier shall, without additional Charge (x) correct such Defect as part of the Services, (y) use commercially reasonable efforts to make such correction as expeditiously as possible, and (z) to the extent that such Defect is not promptly corrected, implement appropriate work-arounds without increasing Triad’s or any Eligible Recipients’ retained work efforts or costs. The foregoing warranty will not extend to any Defect to the extent attributable to (i) a change or modification to the Developed Material not contemplated by this Agreement or recommended, performed or approved by Supplier, or (ii) Triad or any Eligible Recipient operating such Developed Material other than (x) in accordance with the applicable documentation and Specifications, (y) for the purpose(s) contemplated by this Agreement, or (z) on types of hardware contemplated by this Agreement or recommended, supplied or approved by Supplier. In the event that Supplier fails or is unable to repair or replace such Developed Material, Triad shall, in addition to any and all other remedies available to it hereunder, be entitled to obtain from Supplier a copy of the source code and/or object code and/or other applicable documentation to such Developed Material. [**] Certain confidential information contained in this document, marked by [**], has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedfeatures.

Developed Materials. Supplier warrants that (a) Unless the Parties agree otherwise in writing, all ACE Owned Developed Materials shall be considered works made for hire (as that term is Software used in Section 101 of the Copyright Act) owned by ACE or such Eligible Recipient. If any such ACE Owned Developed Materials may not be considered a work made for hire under applicable law, IBM hereby irrevocably assigns, and shall assign, to ACE or the appropriate Eligible Recipient, without further consideration, all of IBM’s right, title and interest in and to such ACE Owned Developed Materials, including United States and foreign intellectual property rights. IBM acknowledges that ACE and the Eligible Recipients and their successors and assigns shall have the right to obtain and hold in their own name any intellectual property rights in and to such ACE Owned Developed Materials. IBM agrees to execute any documents and take any other reasonable actions reasonably requested by ACE to effectuate the purposes of this Section 14.2. ACE grants to IBM a non-exclusive, non-transferable, worldwide, limited right and license to use, execute, reproduce, display, perform, modify and distribute the ACE Owned Developed Materials for the sole purpose of providing the Services during the Term and the Transfer Assistance Period pursuant to this Agreement; provided, that this license does not give IBM the right, and IBM is not authorized, to sublicense such ACE Owned Developed Materials or use them for the benefit of other customers or for any other purpose without ACE’s prior written consent. ACE may, in its sole discretion and upon such terms and at such prices as ACE and IBM may agree, grant IBM a license to use the ACE Owned Developed Materials for other purposes and to sublicense the ACE Owned Developed Materials. (b) IBM shall provide ACE with the source code and documentation for all such Developed Materials. IBM represents and warrants that: (i) the source code and documentation for such Developed Materials will be free from material errors (with respect sufficient to Software) in operation allow a reasonably knowledgeable and performance, experienced systems programmer to maintain and support such Materials; and (ii) the user documentation for such Materials will Comply with accurately describe in terms understandable by a typical end user the applicable documentation and Specifications and, (iii) will provide the applicable functions and features and operate in the applicable manner described in Schedules D and E or otherwise agreed by the Parties for: (A) [**] days from the date such Developed Material is first used for productive business purposes under this Agreement, and (B) the completion of two (2) full production and/or business cycles by Triad and each applicable Eligible Recipient involving the applicable cyclic components (e.g., quarter-end and year-end processing) of such Developed Material. As soon as reasonably practicable after Materials and the discovery by Triad of a failure of the Developed Materials to so comply (a “Defect”), Triad will deliver to Supplier a statement procedures for exercising such functions and description of the alleged Defect. With respect to any Defect during such warranty period, Supplier shall, without additional Charge (x) correct such Defect as part of the Services, (y) use commercially reasonable efforts to make such correction as expeditiously as possible, and (z) to the extent that such Defect is not promptly corrected, implement appropriate work-arounds without increasing Triad’s or any Eligible Recipients’ retained work efforts or costs. The foregoing warranty will not extend to any Defect to the extent attributable to (i) a change or modification to the Developed Material not contemplated by this Agreement or recommended, performed or approved by Supplier, or (ii) Triad or any Eligible Recipient operating such Developed Material other than (x) in accordance with the applicable documentation and Specifications, (y) for the purpose(s) contemplated by this Agreement, or (z) on types of hardware contemplated by this Agreement or recommended, supplied or approved by Supplier. In the event that Supplier fails or is unable to repair or replace such Developed Material, Triad shall, in addition to any and all other remedies available to it hereunder, be entitled to obtain from Supplier a copy of the source code and/or object code and/or other applicable documentation to such Developed Material. [**] Certain confidential information contained in this document, marked by [**], has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedfeatures.