Development of Custom Software. M&I reserves the right to determine the programming (whether hardware or software) utilized by M&I with the equipment used in fulfilling its duties under this Agreement. All programs (including ideas and know-how and concepts) developed by M&I are and shall remain M&I's sole property. Any writing or work of authorship created by M&I in the course of performing the Services under this Agreement, even if paid for by Customer, shall be the property of M&I ("Developed Software"). M&I may make such Developed Software available to any of its other customers; provided, however, if Customer has paid for such Developed Software and M&I offers, as part of M&I's standard price list, a separate service resulting exclusively from such Developed Software, M&I will refund, or credit, to Customer a portion of any amounts paid for such Developed Software on terms and conditions agreed to by the parties prior to commencement of work on the Developed Software.
Development of Custom Software. 10.1 In the event that the Agreement relates to the development of Custom Software, CCS and the Client shall jointly specify which Custom Software will be developed. CCS shall carry out the development of the Custom Software with care, on the basis of the data to be provided by the Client, of which the Client guarantees that they are correct and complete. If it has been agreed that the development of Custom Software will be carried out in stages, CCS will postpone the start of the work that is part of a next stage until the Client has approved the results of the preceding stage in writing.
Development of Custom Software. 11. TERMINATION 11.1 For Convenience 11.2 For Cause 11.3 Following Change in Control of Customer 11.4 Termination Assistance 12. EVENTS OF DEFAULT; REMEDIES 12.1 By M&I 12.2 By Customer 12.3 Remedies 13. DAMAGES 13.1 Direct Damages 13.2 No Consequential Damages 13.3 Equitable Relief 13.4 Limitation of Liability 13.5 Liquidated Damages 14. INSURANCE AND INDEMNITY 14.1 Insurance 14.2 Indemnity 14.3 Indemnification Procedures 15. DISPUTE RESOLUTION 15.1 Representatives of Parties 15.2 Continuity of Performance 16. REPRESENTATIONS AND WARRANTIES 16.1 By M&I 16.2 By Customer 17. CONFIDENTIALITY AND OWNERSHIP 17.1 Customer Data 17.2 M&I Systems 17.3 Confidential Information 17.4 Obligations of the Parties 17.5 Security 18. MANAGEMENT OF PROJECT 18.1 Account Representatives 18.2 Change Control Procedures 18.3 Reporting and Meetings 18.4 Development Projects and Technical Support 19. REGULATORY COMPLIANCE 20. DISASTER RECOVERY 20.1 Disaster Recovery Plan 20.2 Relocation 20.3 Resumption of Services 20.4 Annual Test 21. GENERAL TERMS AND CONDITIONS 21.1 Force Majeure 21.2 Transmission of Data 21.3 Equipment and Network 21.4 Reliance on Data 21.5 Data Backup 21.6 Balancing and Controls 21.7 Use of Services 21.8 Regulatory Assurances 21.9 IRS Filing 21.10 Affiliates 21.11 Future Acquisitions 22. MISCELLANEOUS PROVISIONS 22.1 Governing Law 22.2 Venue and Jurisdiction 22.3 Entire Agreement; Amendments 22.4 Assignment 22.5 Relationship of Parties 22.6 Notices 22.7 Headings 22.8 Counterparts 22.9 Waiver 22.10 Severability 22.11 Attorneys' Fees and Costs 22.12 Financial Statements 22.13 Publicity 22.14 Solicitation 22.15 No Third Party Beneficiaries 22.16 Construction 23. SOURCE CODE 23.1 Escrow 23.2 Copy of Source Code 23.3 Cost of Escrow 23.4 Customer's Right to Obtain the Source Code 23.5 Use of Source Code Schedules
Development of Custom Software. 15 10.5 Millennium Modifications..............................16 11.TERMINATION................................................16 11.1 For Convenience of Default By Customer................16 11.2
Development of Custom Software. > <manner of Acceptance whether or not after performance of Acceptance Procedure (see Acceptance Procedure Schedule)> <30 days after Completion (11.1 ARBIT)> <OPTIONAL a different term as referred to in article 11.4 ARBIT>
Development of Custom Software. If IDI desires that Custom Software be created for use on the Smart Cycler Instruments, IDI shall provide Cepheid with written notice. Such written notice shall include The symbol [***] is used to indicate that a portion of the exhibit has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portion.
Development of Custom Software. M&I reserves the right to determine the programming (whether hardware or software) utilized by M&I with the equipment used in fulfilling its duties under this Agreement. All programs
