Ownership of Licensed Software and Modifications Sample Clauses

Ownership of Licensed Software and Modifications. The Licensed Software ------------------------------------------------ shall be and remain the property of Chordiant or third parties which have granted Chordiant the right to license the Licensed Software and EDS shall have no rights or interests therein except as set forth in this Agreement. EDS shall be entitled to modify the Licensed Software and to develop software interfacing with the Licensed Software. All modifications of and interfaces to the Licensed Software developed by EDS shall be and remain the property of EDS, and Chordiant and its Employees shall have no rights or interests therein. Except in connection with Chordiant's performance of warranty Service obligations or pre-paid support Services, all modifications of and interfaces to the Licensed Software developed at EDS' expense by Chordiant and its Employees shall be considered Work Product and EDS shall have rights in such Work Product as established in the Section titled "Ownership of Intellectual Property Rights" elsewhere in this Agreement. Upon payment of the development software license fees set forth in the then-current price list (reduced by any applicable discounts), EDS shall have a non-exclusive license to use the development software at one (1) development center per development license for the sole purpose of providing development, customization and integration services for EDS Customers who have already entered into a Chordiant End User Software License Agreement or an EDS customer agreement. All such modifications of the Licensed Software developed by EDS shall be and remain the property of EDS. Chordiant will provide support Services for modifications owned by EDS on a case-by-case basis under terms mutually agreed to in writing by the parties.
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Ownership of Licensed Software and Modifications. The Licensed Software shall be and remain the property of Supplier or third parties which have granted Supplier the right to license the Licensed Software and EDS shall have no rights or interests therein except Supplier shall not be prohibited from independently developing and implementing any similar functions or capabilities to the functions or capabilities provided in the EDS Modifications or Work Product, provided that Supplier independently develops such functions or capabilities without use of the EDS Modifications or Work Product.
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Ownership of Licensed Software and Modifications. The Licensed Software shall be and remain the property of ASI or third parties which have granted ASI the right to license the Licensed Software and EDS shall have no rights or interests therein except as set forth in this Agreement. EDS shall be entitled to modify the Licensed Software and to develop software derivative of or interfacing with the Licensed Software. All modifications of and software derivative of the Licensed Software developed by EDS shall be and remain the property of EDS, and ASI and its Employees shall have no rights or interests therein. Except in connection with ASI's Performance of warranty Service obligations or pre-paid support Services, all modifications of and software derivative of the Licensed Software developed at EDS' expense by ASI and its Employees shall be considered Work Product and EDS shall have rights in such Work Product as established in the Section titled "Ownership of Intellectual Property Rights" elsewhere in this Agreement.
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Ownership of Licensed Software and Modifications. The Licensed Software shall be and remain the property of MigraTEC or third parties which have granted MigraTEC the right to license the Licensed Software and EDS shall have no rights or interests therein except as set forth in this Agreement. EDS shall be entitled to (i) modify the Licensed Software and to develop software derivative of the Licensed Software provided EDS has access to the source code as per this Agreement, or (ii) develop interfaces with the Licensed Software. All modifications of and software derivative of the Licensed Software developed by EDS, pursuant to EDS' access to the source code pursuant to the Section of this Agreement titled "Provision of Source Code", shall be and remain the property of EDS, and MigraTEC and its Employees shall have no rights or interests therein. Except in connection with MigraTEC's performance of warranty Service obligations, pre-paid Licensed Software support Services, development efforts of MigraTEC which are independent of this Agreement or written agreement by the parties prior to the commencement of Services that specifies payment is being made by EDS to MigraTEC to expedite the release of specific maintenance related Updates and/or Improvements to the Licensed Software, all modifications of and software derivative of the Licensed Software developed at EDS' expense by MigraTEC and its Employees, pursuant to the terms of this Agreement, shall be considered Work Product and EDS shall have rights in such Work Product as established in the Section titled "Ownership of Intellectual Property Rights" elsewhere in this Agreement.
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Ownership of Licensed Software and Modifications. The Licensed Software shall be and remain the property of Network-1 or third parties which have granted Network-1 the right to license the Licensed Software and EDS shall have no rights or interests therein except as set forth in this Agreement. EDS shall be entitled to develop interfaces to the Licensed Software and all such software interfaces to the Licensed Software developed by EDS shall be and remain the property of EDS, and Network-1 and its Employees shall have no rights or interests therein. Except with respect to software interfaces to the Licensed Software developed by EDS as provided above, or pursuant to ss.4.11(c) Provision of Source Code of this Agreement, EDS may not modify, enhance or otherwise change the Licensed Software. Except in connection with Network-1's performance of warranty Service obligations or pre-paid support Services, all modifications of and software derivative of the Licensed Software developed at EDS' expense by Network-1 and its Employees shall be considered Work Product, the ownership of which shall be determined as set forth in ss.3.7(g)
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Ownership of Licensed Software and Modifications. The Licensed Software shall be and remain the property of Anacomp or third parties which have granted Anacomp the right to license the Licensed Software and EDS shall have no rights or interests therein except as set forth in this Agreement.
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Related to Ownership of Licensed Software and Modifications

  • Ownership of Software and Related Materials All computer programs, written procedures and similar items developed or acquired and used by the Administrator in performing its obligations under this Agreement shall be the property of the Administrator, and no Series will acquire any ownership interest therein or property rights with respect thereto.

  • Ownership of Software and Related Material All computer programs, magnetic tapes, written procedures, and similar items purchased and/or developed and used by Price Associates in performance of this Agreement shall be the property of Price Associates and will not become the property of the Funds.

  • Licensed Software Section 3.17(f).......................................27

  • Ownership of Software Except as disclosed on Company Disclosure --------------------- ------------------ Schedule 5.14(d), all persons who have contributed to or participated in the ---------------- conception and development of the Software on behalf of the Company have been full-time employees of the Company hired to prepare such works within the scope of employment. As a consequence, the Company has all ownership interests in the Software.

  • License for Use of Software and Other Intellectual Property Unless expressly prohibited by the licensor thereof or any provision of applicable law, if any, the Borrower hereby grants to the Administrative Agent on behalf of the Secured Parties a limited license to use, without charge, the Borrower’s and the Servicer’s computer programs, software, printouts and other computer materials, technical knowledge or processes, data bases, materials, trademarks, registered trademarks, trademark applications, service marks, registered service marks, service xxxx applications, patents, patent applications, trade names, rights of use of any name, labels, fictitious names, inventions, designs, trade secrets, goodwill, registrations, copyrights, copyright applications, permits, licenses, franchises, customer lists, credit files, correspondence, and advertising materials or any property of a similar nature, as it pertains to the Borrower Collateral, or any rights to any of the foregoing, only as reasonably required in connection with the collection of the Transferred Receivables and the advertising for sale, and selling any of the Borrower Collateral, or exercising of any other remedies hereto, and the Borrower agrees that its rights under all licenses and franchise agreements shall inure to the Administrative Agent’s benefit (on behalf of the Secured Parties) for purposes of the license granted herein. Except upon the occurrence and during the continuation of a Termination Event, the Administrative Agent and the Lenders agree not to use any such license without giving the Borrower prior written notice.

  • Ownership of Work Product The Employer shall own all Work Product arising during the course of the Executive’s employment (prior, present or future). For purposes hereof, “Work Product” shall mean all intellectual property rights, including all Trade Secrets, U.S. and international copyrights, patentable inventions, and other intellectual property rights in any programming, documentation, technology or other work product that relates to the Employer, its business or its customers and that the Executive conceives, develops, or delivers to the Employer at any time during his employment, during or outside normal working hours, in or away from the facilities of the Employer, and whether or not requested by the Employer. If the Work Product contains any materials, programming or intellectual property rights that the Executive conceived or developed prior to, and independent of, the Executive’s work for the Employer, the Executive agrees to point out the pre-existing items to the Employer and the Executive grants the Employer a worldwide, unrestricted, royalty-free right, including the right to sublicense such items. The Executive agrees to take such actions and execute such further acknowledgments and assignments as the Employer may reasonably request to give effect to this provision.

  • Grant of License to Use Intellectual Property For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent shall be exercised, at the option of the Collateral Agent, upon the occurrence and during the continuation of an Event of Default; provided that any license, sub-license or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

  • Software Modifications Company may request that BNYM, at Company’s expense, develop modifications to the software constituting a part of the Licensed System that BNYM generally makes available to customers for modification (“Software”) that are required to adapt the Software for Company’s unique business requirements. Such requests, containing the material features and functionalities of all such modifications in reasonable detail, will be submitted by Company in writing to BNYM in accordance with the applicable, commercially reasonable procedures maintained by BNYM at the time of the request. Company shall be solely responsible for preparing, reviewing and verifying the accuracy and completeness of the business specifications and requirements relied upon by BNYM to estimate, design and develop such modifications to the Software. BNYM shall have no obligation to develop modifications to the Licensed System requested by Company, but may in its discretion agree to develop requested modifications which it, in its sole discretion, reasonably determines it can accomplish with existing resources or with readily obtainable resources without disruption of normal business operations provided Company agrees at such time in writing to pay all costs and expenses, including out-of-pocket expenses, associated with the customized modification. BNYM shall be obligated to develop modifications under this Section 2.16 only upon the execution of and in accordance with a writing containing, to BNYM’s reasonable satisfaction, all necessary business and technical terms, specifications and requirements for the modification as determined by BNYM in its sole judgment (“Customization Order”) and Company’s agreement to pay all costs and expenses, including out-of-pocket expenses, associated with the customized modification (“Customization Fee Agreement”). All modifications developed and incorporated into the Licensed System pursuant to a Customization Order are referred to herein as “Company Modifications”. BNYM may make Company Modifications available to all users of the Licensed System, including BNYM, at any time after implementation of the particular Company Modification and any entitlement of Company to reimbursement on account of such action must be contained in the Customization Fee Agreement.

  • Software Licenses Seller has all necessary licenses to use all material third-party software used in Seller's business, and Seller's use of third-party software does not infringe the rights of any Person.

  • Software License Agreement McDATA agrees that all Licensed Software will be distributed to Customers subject to a Software License Agreement (including warranty statement), along with a McDATA Manual, in a manner which is (a) no less protective of BROCADE's Intellectual Property Rights in the Licensed Software than the form attached hereto as Exhibit D, and (b) legally enforceable in the jurisdictions in which the Licensed Software, as incorporated into the McDATA Products, is distributed.

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