Newly Developed Software and Materials Sample Clauses

Newly Developed Software and Materials. Software and Materials developed pursuant to this Agreement by Acxiom or Authorized Subcontractors (alone or jointly with others) (“Developed D&B Materials”) shall include the following: (i) newly developed Software and Materials that do not modify or enhance then existing Software and Materials; provided however, that: (A) this shall not include any newly developed Software or Materials (including open source Software) to the extent such newly developed Software or Materials are installed within *** (such items installed within ***, the “Developed *** Materials”); (B) prior to their development, as part of a joint design review pursuant to an SOW (the “Joint Review Meeting”), D&B and Acxiom shall review whether any of the proposed solution’s newly developed Software or Materials will be installed in whole or in part ***; (C) if, as a result of the Joint Review Meeting pursuant to item (B) above, D&B has a reasonable concern about whether any such newly developed Software or Materials should be installed *** (i.e., since D&B does not own, by definition, any such newly developed Software or Materials installed *** except as otherwise provided in this Agreement (e.g., modifications to D&B Software as set forth in Section 8.5(a)(iii))), the parties shall mutually resolve such concern prior to the development of such Software or Materials at issue. For purposes of clarification, no newly developed Software or Materials (except for Standard *** Software Changes, as defined below) shall be installed *** without disclosure to and approval by D&B pursuant to a Joint Review Meeting; and (D) if (1) any Software or Materials are developed pursuant to this Agreement and are installed in whole or in part ***, (2) such Software or Materials are not disclosed to and approved by D&B pursuant to the Joint Review Meeting described in items (B) and (C) above, and (3) such installation is not a Standard *** Software Change, as defined below (such Software or Materials described in items (1) – (3), the “Without Notice Material”), then upon either party’s written notice to the other that such an event has occurred, which notice is sent during the Term (including during any period of Termination/Expiration Assistance) or within eighteen (18) months after the effective date of termination or expiration, Acxiom shall (unless D&B instructs Acxiom, in its sole discretion, that any of the following actions are not necessary in order to provide D&B the same functionality and rights wi...
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Related to Newly Developed Software and Materials

  • Licensed Software Computer program(s) provided by Contractor in connection with the Deliverables, subject to Section 14 of this Contract.

  • Hardware and Software In order to use the Services, you must obtain and maintain, at your expense, compatible hardware and software as specified by Credit Union from time to time. Credit Union is not responsible for any third party software you may need to use the Services. Any such software is accepted by you as is and is subject to the terms and conditions of the software agreement you enter into directly with the third party software provider at time of download and installation.

  • Licensed Materials The materials that are the subject of this Agreement are set forth in Appendix A ("Licensed Materials").

  • Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: xxxxx://xxxxxxx.xxxxxxxx.xxx/guides/signer-guide- signing-system-requirements.

  • Embedded Software To the extent any goods contain Embedded Software (defined below) that is not Buyer’s Property, no title to such Embedded Software shall pass to Buyer, and Supplier shall grant Buyer, its customers and all other users a non-exclusive worldwide, irrevocable, perpetual, royalty-free right to use, load, install, execute, demonstrate, market, test, resell, sublicense and distribute such Embedded Software as an integral part of such goods or for servicing the goods (the “Buyer-Required License”). If such Embedded Software or any part thereof is owned by a third party, prior to delivery, Supplier shall obtain the Buyer-Required License from such third-party owner. “Embedded Software” means software necessary for operation of goods and embedded in and delivered as an integral part of goods.

  • Antivirus software All workstations, laptops and other systems that process and/or store PHI COUNTY discloses to CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of COUNTY must have installed and actively use comprehensive anti-virus software solution with automatic updates scheduled at least daily.

  • Third Party Software 1. The Software may contain third party software that requires and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located at xxxx://xxx.xxxxxxxxx.xxx/thirdparty/index.html and are made a part of and incorporated by reference into this XXXX. By accepting this XXXX, You are also accepting the additional terms and conditions, if any, set forth therein.

  • Software Products Save as otherwise set forth in the Agreement, the right to use any Software Product is personal to the Licensee, for its own internal use, and is non-transferable, except with the Licensor’s prior written consent, in which case the Licensee shall cause the assignee or sub-licensee to agree to the terms of this Software License.

  • Equipment and Materials CONTRACTOR shall provide all equipment, materials, and supplies necessary for the performance on the Agreement except:

  • 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.

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