Proprietary Rights in Software and Systems Sample Clauses

Proprietary Rights in Software and Systems. 19 9.1. Identification of Software 19 9.2. FNT Software 20 9.3. FIS Proprietary Software. 20 9.4. FIS Third Party Software 21 9.5. Developed Software 22 9.6. Equipment 22 9.7. Systems 23 ARTICLE 10. REQUIRED CONSENTS 23 ARTICLE 11. THIRD PARTY CONTRACT ADMINISTRATION AND MANAGEMENT 23 11.1. FIS Responsibilities 23 11.2. Third Party Invoices 23 ARTICLE 12. DATA 24 12.1. Title to Data 24 12.2. Return of Data 24 12.3. Partial Return of Data 24 12.4. Timing; Expense 24 ARTICLE 13. INVOICES AND PAYMENTS 24 13.1. Fees 24 13.2. Credits 24 13.3. Taxes 24 13.4. Proration 25 13.5. Invoicing and Payment 25 13.6. Rights of Set Off 25 13.7. Refundable Items 25 13.8. Inflation Adjustment. 25 13.9. Pass-Through Expenses 26 ARTICLE 14. AUDITS 26 14.1. Processing 26 14.2. Fee Audit 27
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Proprietary Rights in Software and Systems. 19 9.1. Identification of Software 19 9.2. FNF Software 20 9.3. LPS Proprietary Software 20 9.4. LPS Third Party Software 21 9.5. Enhancements and Modifications 21 9.6. Newly Developed Software 22 9.7. Equipment 22 9.8. Systems 22 ARTICLE 10. REQUIRED CONSENTS 22 ARTICLE 11. THIRD PARTY CONTRACT ADMINISTRATION AND MANAGEMENT 23 11.1. LPS Responsibilities 23 11.2. Third Party Invoices 23 ARTICLE 12. DATA 23 12.1. Title to Data 23 12.2. Return of Data 24 12.3. Partial Return of Data 24 12.4. Timing; Expense 24 ARTICLE 13. INVOICES AND PAYMENTS 24 13.1. Fees 24 13.2. Penalties 24 13.3. Taxes 24 13.4. Proration 25 13.5. Invoicing and Payment 25 13.6. Rights of Set Off 25 13.7. Refundable Items 25 13.8. Inflation Adjustment 25 13.9. Pass-Through Expenses 25 ARTICLE 14. AUDITS 26 14.1. FNF Audit Rights 26 14.2. Fee Audit 26 ARTICLE 15. FORCE MAJEURE; TIME OF PERFORMANCE 27 15.1. Force Majeure 27 15.2. Time of Performance and Increased Costs 27 15.3. Sole and Exclusive 28 ARTICLE 16. CONFIDENTIALITY 28 16.1. Confidential Information 28 16.2. Work Product Privilege 29 16.3. Injunctive Relief 30 16.4. Unauthorized Acts 30 LPS Contract 16.5. Publicity 30 16.6. Data Privacy 31 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1. Representations and Warranties 33 17.2. Disclaimer 36 ARTICLE 18. TERMINATION 36 18.1. Termination for Convenience 36 18.2. Termination 36 18.3. Termination for Insolvency 37 18.4. Termination Assistance 38 ARTICLE 19. EXIT PLAN 39 19.1. Description of Termination Assistance Services 39 19.2. Implementation 39 ARTICLE 20. INDEMNIFICATION 40 20.1. Indemnification by LPS 40 20.2. Indemnification by FNF 41 20.3. LPS Intellectual Property Indemnification 41 20.4. FNF Intellectual Property Indemnification 42 20.5. Indemnification Procedures 42 20.6. Contribution 43 20.7. Limitation of Liability 43 20.8. Exclusions 44 ARTICLE 21. WAIVER 44 ARTICLE 22. INSURANCE 44 22.1. Coverage Required 44 22.2. Insurance Documentation 45 ARTICLE 23. MISCELLANEOUS PROVISIONS 45 23.1. Notices 45 23.2. Counterparts 46 23.3. Headings 46 23.4. Relationship 46 23.5. Severability 46 23.6. Entire Agreement 47 23.7. Amendments 47 23.8. Governing Law 47 23.9. Survival 47 23.10. Third Party Beneficiaries 47 23.11. Acknowledgment 48 23.12. Covenant of Further Assurances 48 23.13. Assignment 48 LPS Contract This MASTER INFORMATION TECHNOLOGY AND APPLICATION DEVELOPMENT SERVICES AGREEMENT (“Agreement”), dated as of July 2, 2008 (the “Effective Date”), by and between Fidelity Na...
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Proprietary Rights in Software and Systems 
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Related to Proprietary Rights in Software and Systems

  • Intellectual Property; Software (a) Schedule 4.12 contains a list and description (showing in each case any product, device, process, service, business or publication covered thereby, the registered or other owner, expiration date and number, if any) of all Copyrights, Patent Rights and Trademarks owned by, licensed to or used by the Company.

  • 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.

  • 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.

  • Third Party Software Customer acknowledges that in order for MyEcheck to perform the Consulting Services, Customer may need to obtain additional third party services ("Third Party Services") or third party technology ("Third Party Technology"). Customer agrees that the rights and licenses with respect to Third Party Technology and Third Party Services shall be under terms set forth in the pertinent purchase, license or services agreements between Customer and the vendors of such Third Party Software or Third Party Services. Customer shall execute and comply with appropriate purchase, license, or services agreements with respect to any Third Party Software or Third Party Services. Any amounts payable to third party vendors or service providers under such agreements are the sole responsibility of Customer and shall be paid directly by Customer to such third party vendors or service providers. MyEcheck Services Agreement

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

  • 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.

  • Computer Software All computer applications software, owned or licensed, whether for general business usage (e.g., accounting, word processing, graphics, spreadsheet analysis, etc.), or specific, unique-to-the-business usage, and all computer operating, security or programming software, owned or licensed by Seller and used in the operation of the Business; and

  • Third Party Intellectual Property Rights 10.7.1 Each Party shall give prompt written notice to the other of any intellectual property rights of any third party which could reasonably be considered as constituting impediment on the use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event the Parties shall agree on the strategy and procedural steps to be taken in respect of opposing and/or settling such potential impediment.

  • Company Software “Company Software” shall mean any software (including software development tools and software embedded in hardware devices, and all updates, upgrades, releases, enhancements and bug fixes) owned, developed (or currently being developed), used, marketed, distributed, licensed or sold by an Acquired Corporation at any time (other than non-customized third-party software that is not incorporated into any Company Product and is licensed to an Acquired Corporation solely in object code form and solely for internal use on a non-exclusive basis).

  • Software Additional provisions relating to software.

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