Common use of Open Source Code Clause in Contracts

Open Source Code. Section 2.13(l) of the Disclosure Schedule lists all Open Source Materials that the Company has utilized in any way in the Exploitation of Company Offerings or Internal Systems and describes generally the manner in which such Open Source Materials have been utilized by the Company, including, without limitation, whether and how the Open Source Materials have been modified and/or distributed by the Company. The Company has not (i) incorporated Open Source Materials into, or combined Open Source Materials with, the Customer Offerings or the Internal Systems; (ii) distributed Open Source Materials in conjunction with any other software developed or distributed by the Company; or (iii) used Open Source Materials that create, or purport to create, obligations for the Company with respect to the Customer Offerings or the Internal Systems or grant, or purport to grant, to any third party, any rights or immunities under Intellectual Property rights (including, but not limited to, using any Open Source Materials that require, as a condition of Exploitation of such Open Source Materials, that other Software incorporated into, derived from or distributed with such Open Source Materials be (x) disclosed or distributed in source code form, (y) licensed for the purpose of making derivative works, or (z) redistributable at no charge or minimal charge).

Appears in 1 contract

Samples: Agreement and Plan of Merger (TechTarget Inc)

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Open Source Code. Section 2.13(l3.11(k) of the Disclosure Schedule lists all Open Source Materials that the Company Seller has utilized in any way in the Exploitation of Company the Customer Offerings or Internal Systems and describes generally the manner in which such Open Source Materials have been utilized by the Companyutilized, including, without limitation, including whether and how the Open Source Materials have been modified and/or distributed by the CompanySeller. The Company Except as described in Section 3.11(k) of the Disclosure Schedule, the Seller has not (i) incorporated Open Source Materials into, or combined Open Source Materials with, the Customer Offerings or the Internal SystemsOfferings; (ii) distributed Open Source Materials in conjunction with any other software developed or distributed by the CompanySeller; or (iii) used Open Source Materials that create, or purport to create, obligations for the Company Seller with respect to the Customer Offerings or the Internal Systems or grant, or purport to grant, to any third party, any rights or immunities under Intellectual Property rights (including, but not limited to, including using any Open Source Materials that require, as a condition of Exploitation of such Open Source Materials, that other Software incorporated into, derived from or distributed with such Open Source Materials be (x) disclosed or distributed in source code form, (y) licensed for the purpose of making derivative works, or (z) redistributable at no charge or minimal charge).

Appears in 1 contract

Samples: Asset Purchase Agreement (Constant Contact, Inc.)

Open Source Code. Section 2.13(l2.9(k) of the Disclosure Schedule lists all Open Source Materials that the Company Seller has utilized in any way in the Exploitation of Company Offerings the Software or Documentation included in the Internal Systems and describes generally the manner in which such Open Source Materials have been utilized by the Companyutilized, including, without limitation, whether and how the Open Source Materials have been modified and/or distributed by the CompanySeller. The Company Seller has not (i) incorporated Open Source Materials into, or combined Open Source Materials with, the Customer Offerings or the Internal SystemsAcquired Assets; (ii) distributed Open Source Materials in conjunction with any other software developed or distributed by the CompanySeller; or (iii) used Open Source Materials that create, or purport to create, obligations for the Company Seller with respect to the Customer Offerings or the Internal Systems Acquired Assets or grant, or purport to grant, to any third party, any rights or immunities under Intellectual Property rights (including, but not limited to, using any Open Source Materials that require, as a condition of Exploitation of such Open Source Materials, that other Software incorporated into, derived from or distributed with such Open Source Materials be (x) disclosed or distributed in source code form, (y) licensed for the purpose of making derivative works, or (z) redistributable at no charge or minimal charge).

Appears in 1 contract

Samples: Asset Purchase Agreement (Momenta Pharmaceuticals Inc)

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Open Source Code. Section 2.13(l4.22(k) of the Disclosure Schedule lists all Open Source Materials that the Company has utilized in any way in the Exploitation of Company Offerings or Internal Systems and describes generally the manner in which such Open Source Materials have been utilized by the Companyutilized, including, without limitation, whether and how the Open Source Materials have been modified and/or distributed by the Company. The Except as specifically disclosed in Section 4.22(k) of the Disclosure Schedule, the Company has not (i) incorporated Open Source Materials into, or combined Open Source Materials with, the Customer Offerings or the Internal SystemsOfferings; (ii) distributed Open Source Materials in conjunction with any other software developed or distributed by the Company; or (iii) used Open Source Materials that create, or purport to create, obligations for the Company with respect to the Customer Offerings or the Internal Systems or grant, or purport to grant, to any third party, any rights or immunities under Intellectual Property rights (including, but not limited to, using any Open Source Materials that require, as a condition of Exploitation of such Open Source Materials, that other Software incorporated into, derived from or distributed with such Open Source Materials be (x) disclosed or distributed in source code form, (y) licensed for the purpose of making derivative works, or (z) redistributable at no charge or minimal charge).

Appears in 1 contract

Samples: Agreement and Plan of Merger (WebMD Health Corp.)

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