Proprietary Protection and Restrictions. Licensor shall have sole and exclusive ownership of all right, title, and interest in and to the Licensed Program and all modifications and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto), subject only to the rights and privileges expressly granted to you herein by Licensor. This Agreement does not provide you with title or ownership of the Licensed Program, but only a right of limited use. You must keep the Licensed Program free and clear of all claims, liens, and encumbrances. You may not use, copy, modify, or distribute the Licensed Program (electronically or otherwise), or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by Licensor. You may not reverse assemble, reverse compile, or otherwise translate the Licensed Program. Your rights may not be transferred, leased, assigned, or sublicensed except for a transfer of the Licensed Program in its entirety to (1) a successor in interest of your entire business who assumes the obligations of this Agreement or (2) any other party who is reasonably acceptable to Licensor, enters into a substitute version of this Agreement, and pays an administrative fee intended to cover attendant costs. No service bureau work, multiple-user license, or time-sharing arrangement is permitted, except as expressly authorized by Licensor. You may not install the Licensed Program in any other computer system or use it at any other location without Licensor's express authorization obtained in advance (which will not be unreasonably withheld); provided that you may transfer the Licensed Program to another computer temporarily if the computer specified in Exhibit A is inoperable. If you use, copy, or modify the Licensed Program or if you transfer possession of any copy, adaptation, transcription, or merged portion of the Licensed Program to any other party in any way not expressly authorized by Licensor, your license is automatically terminated. You acknowledge that, in the event of your breach of any of the foregoing provisions, Licensor will not have an adequate remedy in money or damages. Licensor shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. Licensor's right to obtain injunctive relief shall not limit its right to seek further remedies. If a third party claims that the Licensed Program infringes its patent, copyright, or trade secret, or any si...

Proprietary Protection and Restrictions. Ultimate Software has and shall have sole and exclusive ownership of all rights, title, and interest in the UltiPro Software and SaaS Services and all modifications and enhancements thereof (including ownership of all trade secrets copyrights, and intellectual property rights pertaining thereto). Customer is only permitted to use the UltiPro Software, or any services provided by Ultimate Software, for its own employees and is not permitted to provide service bureau, data processing, time sharing services or to otherwise provide payroll or human resource record keeping for third parties. To the extent that any third party software is provided herein, Customer agrees that it shall only use such software in conjunction with the UltiPro Software and SaaS Services. Customer acknowledges that it is prohibited from engaging in, causing, assisting or permitting, the reverse engineering, disassembly, translation, adaption or recompilation of the UltiPro Software, SaaS Services, and any third party software and that it shall not attempt to obtain or create the source code from the object code of the UltiPro Software, SaaS Services, and third party software provided to it pursuant to the Agreement, unless explicitly permitted by applicable and mandatory law. Customer acknowledges that it will not use the UltiPro Software and SaaS Services or any third party software for any illegal purpose or activity. Customer agrees to comply with all applicable laws, rules, and regulations affecting its business. Ultimate Software hereby represents and warrants to Customer that the services provided will not violate the patent, copyright, or other proprietary rights of any third party, and that Ultimate Software will defend, indemnify and hold harmless Customer from any claim of copyright, patent or similar infringement provided Customer notifies Ultimate Software in writing immediately upon notice of such claim and cooperates fully in the defense of such claim. Ultimate Software shall have full and exclusive control of any such defense and settlement of the claim.

Proprietary Protection and Restrictions. (a) Licensee acknowledges and agrees that the Software and Documentation is the sole property of RouteMatch and contains copyrighted, confidential and trade secret information, and that as between RouteMatch and Licensee, RouteMatch shall have the sole and exclusive ownership of all right, title and interest in and to the Software and Documentation, (including ownership of all trade secrets, confidential information and copyrights pertaining thereto), subject only to the rights and privileges expressly granted to Licensee herein by RouteMatch. Licensee must and will keep the Software and Documentation free and clear of all claims, liens and encumbrances of any nature whatsoever. Licensee will keep the Software and Documentation in confidence, and will take all reasonable measures necessary to protect and maintain the confidential and proprietary character of the Software and Documentation. Furthermore, Licensee will indemnify and hold RouteMatch harmless from and against all losses and damages resulting from any unauthorized or improper disclosure, dissemination or use of the Software as a result, in whole or in part, of Licensees action or inaction.

Proprietary Protection and Restrictions. 5.1. Kronos has and shall have sole and exclusive ownership of all rights, title, and interest in the Applications and all modifications and enhancements thereof (including ownership of all trade secrets copyrights, and intellectual property rights pertaining thereto). Customer is only permitted to use the Applications, for its own employees and the employees of its Affiliates and is not permitted to provide service bureau, data processing, time sharing services or to otherwise provide payroll or human resource record keeping for third parties.

Proprietary Protection and Restrictions. 5.1. UKG has and shall have sole and exclusive ownership of all rights, title, and interest in the Applications and all modifications and enhancements thereof (including ownership of all trade secrets copyrights, and intellectual property rights pertaining thereto). Customer is only permitted to use the Applications, for its own employees and the employees of its Affiliates and is not permitted to provide service bureau, data processing, time sharing services or to otherwise provide payroll or human resource record keeping for third parties.

Proprietary Protection and Restrictions. 6.1 Xxxxxxxx shall have sole and exclusive ownership of all rights, title, and interest in and to the Licensed Program and all modifications and enhancements thereof (including ownership of all trade secrets, copyrights and other intellectual property rights pertaining thereto), subject only to the rights and privileges expressly granted to Licensee herein by Xxxxxxxx. The Licensed Program may also include software separately licensed to Xxxxxxxx from third party licensors. Such third party software is sublicensed to Licensee and protected pursuant to the terms of this Agreement, and may be used only in conjunction with Xxxxxxxx’x Licensed Program. This Agreement does not provide Licensee with title or ownership of the Licensed Program or any component thereof, but only a limited license. Xxxxxxxx and its licensors specifically reserve all rights not expressly granted to Licensee in this Agreement. Licensee must keep the Licensed Program free and clear of all claims, liens, and encumbrances.

Proprietary Protection and Restrictions. 6.1. Licensee acknowledges and agrees that the Licensed Program is a proprietary product of Licensor protected under U.S. copyright law and international copyright treaties, as well as other intellectual property laws and treaties. Licensee further acknowledges and agrees that Licensor shall have sole and exclusive ownership of all right, title, and interest in and to the Licensed Program, including associated intellectual property rights, and all modifications and enhancements thereof (including ownership of all intellectual property rights, such as trade secrets and copyrights, pertaining thereto), subject only to the rights and privileges expressly granted to Licensee herein by Licensor. This Agreement does not provide Licensee with title or ownership of the Licensed Program, but only a right of limited use thereof. Licensee agrees to keep the Licensed Program free and clear of all claims, liens, and encumbrances.

Proprietary Protection and Restrictions. APS has and shall have sole and exclusive ownership of all rights, title, and interest in the Products and Services and all modifications and enhancements thereof (including ownership of all trade secrets copyrights, and intellectual property rights pertaining thereto). Client is only permitted to use the Products and Services provided by APS for its own employees and is not permitted to provide data processing services or to otherwise provide payroll or human resource record keeping services for third parties.

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