Common use of MODIFICATION BY CUSTOMER Clause in Contracts

MODIFICATION BY CUSTOMER. In the event that Customer exercises its option for the Source Code Buyout Option, Customer shall have the right to modify the MPOWER Software for Customer Processing without notifying MPOWER and without obtaining MPOWER's consent provided that (i.) Customer's ownership of such modifications shall be subject to MPOWER's proprietary rights in the MPOWER Software and to the provisions of this Section, (ii.) MPOWER's warranties and support obligations related to the MPOWER Software shall apply only to the Shelf Version, and (iii.) Customer shall not market or distribute such modifications (except Customer may distribute descriptions and/or documentation of such modifications to Related Parties and non-Related Parties) which distribution or marketing shall be deemed a violation of MPOWER's proprietary rights in the MPOWER Software. If Customer desires MPOWER to continue to provide support services, Customer shall offer all modifications made by Customer to MPOWER for inclusion in the MPOWER Software, subject to the mutual agreement by the parties as to the consideration, if any, to be paid to Customer in return for Customer costs and efforts in development of such modification(s). MPOWER shall have the right to distribute such modifications as General System Enhancements, and if MPOWER does so, such modification shall be covered by the MPOWER warranty and support obligations as set forth in this Agreement. Subject to the foregoing, Customer agrees that all modifications accepted by MPOWER in writing shall be owned by MPOWER. All right, tide and interest in such accepted modifications are hereby irrevocably assigned by Customer to MPOWER. All such modifications shall belong exclusively to MPOWER, with MPOWER having the right to obtain and to hold in its own name copyright registrations, patents and such other intellectual property protection as may be appropriate to the subject matter and any extensions and renewals thereof. Customer agrees to give MPOWER reasonable assistance, at MPOWER's expense, required to perfect MPOWER's rights set forth herein.

MODIFICATION BY CUSTOMER. In the event that Customer exercises its option for the Source Code Buyout Option, Customer shall have the right to modify the MPOWER Software for Customer Processing without notifying MPOWER and without obtaining MPOWER's consent provided that (i.) Customer's ownership of such modifications shall be subject to MPOWER's proprietary rights in the MPOWER Software and to the provisions of this Section, (ii.) MPOWER's warranties and support obligations related to the MPOWER Software shall apply only to the Shelf Version, and (iii.) Customer shall not market or distribute such modifications (except Customer may distribute descriptions and/or documentation of such modifications to Related Parties and nonNon-Related Parties) which distribution or marketing shall be deemed a violation of MPOWER's proprietary rights in the MPOWER Software. If Customer desires MPOWER to continue to provide support services, Customer shall offer all modifications made by Customer to MPOWER for inclusion in the MPOWER Software, subject to the mutual agreement by the parties as to the consideration, if any, to be paid to Customer in return for Customer costs and efforts in development of such modification(s). MPOWER shall have the right to distribute such modifications as General System Enhancements, and if MPOWER does so, such modification shall be covered by the MPOWER warranty and support obligations as set forth in this Agreement. Subject to the foregoing, Customer agrees that all modifications accepted by MPOWER in writing shall be owned by MPOWER. All right, tide title and interest in such accepted modifications are hereby irrevocably assigned by Customer to MPOWER. All such modifications shall belong exclusively to MPOWER, with MPOWER having the right to obtain and to hold in its own name copyright registrations, patents and such other intellectual property protection as may be appropriate to the subject matter and any extensions and renewals thereof. Customer agrees to give MPOWER reasonable assistance, at MPOWER's expense, required to perfect MPOWER's rights set forth herein.