Intellectual Property; IT Security Sample Clauses
Intellectual Property; IT Security. (a) Except as provided in the Services Schedules, the Monthly Costs shall include the allocable portion of any amounts that are required to be paid by Service Provider to any third party licensors of software that is used by Service Provider in connection with the provision of any Services hereunder, including (i) license, right-to-use and royalty fees and (ii) any amounts required to obtain the consent of such licensors to allow Service Provider to provide any of the Services hereunder. Service Recipient agrees to comply and cause its Subsidiaries to comply with the terms of any license or other agreement of Service Provider or any of its Subsidiaries relating to software that is provided to Service Recipient and is used in connection with the provision of any Services hereunder; provided that in the event that Service Provider enters into new software licenses after the Distribution Date, Service Recipient shall have the prior opportunity to review and confirm its ability to comply therewith, which it shall do in good faith. In the event that Service Recipient provides notice of its inability to comply therewith, Service Provider may at its sole discretion discontinue its provision of any Services under such new software licenses effective after thirty (30) days notice of the same, and Service Recipient shall indemnify Service Provider for any claims by third parties arising out of or in connection with Service Recipient’s noncompliance or violation of such software licenses. Subject to the foregoing, Service Provider shall use commercially reasonable efforts to obtain any consent that may be required from such licensors in order to provide any of the Services hereunder and the Parties shall cooperate to identify any material licenses or consents necessary for such provision and shall use commercially reasonable efforts to minimize the costs associated therewith.
(b) If the receipt or provision of any Service hereunder requires the use by a Party of the Intellectual Property (other than Trademarks) of the other Party, then such Party and its Subsidiaries shall have the non-exclusive, royalty-free, non-sublicensable (except as required for its and its Subsidiaries’ receipt or provision of Services) right and license to use such Intellectual Property for the sole purpose of, and only to the extent necessary for, the receipt or provision of such Services hereunder, pursuant to the terms and conditions of this Agreement. This license does not permit a Party ...
Intellectual Property; IT Security. (a) Schedule 3.10(a) contains a true, correct and complete list of all of the following Intellectual Property: (i) all registered Trademarks and pending Trademark applications owned by any of the Group Companies, including, as appropriate, the current owner, registration and application dates and numbers; (ii) all registered copyrights owned by any of the Group Companies; including, as appropriate, the current owner, registration dates and registration numbers; (iii) all material domain names owned by the Group Companies, including the registrant and domain name registrar; (iv) all issued patents and pending applications owned by the Group Companies, including, as appropriate, the current owner, issuance and application dates and numbers; and (v) material social media accounts and handles owned by any of the Group Companies.
(b) The Company Software (i) performs in material conformance with its documentation, (ii) is free from any material software defect, and (iii) to the Knowledge of the Company, does not contain any virus, malicious code, or device designed to permit unauthorized access to or disable or otherwise harm any computer, systems or software, or back door or other software routine that allows unauthorized access to, viewing, manipulation, modification or other changes to, or is designed to disable, a computer program automatically with the passage of time or under the positive control of a Person other than the user of the program. The Group Companies have possession of, or access to, the source code for each material version of Company Software as well as all documentation related thereto. No Group Company has disclosed to any Person any source code for any Company Software or agreed to or permitted the disclosure of any such source code to any Person other than to a contractor or vendor providing services to a Group Company pursuant to a written confidentiality agreement pursuant to which such third party agrees not to disclose and to protect such source code, or has entered any escrow agreements pertaining to source code for any Company Software. No Group Company uses or has used any Open Source Software or any modification or derivative thereof (a) in a manner that would grant or purport to grant to any Person any rights to or immunities under any of the Company Owned Intellectual Property, or (b) under any license requiring any Group Company to disclose or distribute the source code to any of any Company Software, to license or provide th...