PROPRIETARY SOFTWARE USED IN THE BUSINESS Sample Clauses

PROPRIETARY SOFTWARE USED IN THE BUSINESS. Section 3.28 to the Target Company Disclosure Schedules contains a description of all material non-licensed computer software products and software programs (collectively, "Software Programs"), both generally available in a Target Company's business and under development (in all stages of development), that are used or intended for use in the business and operations of each Target Company. To the extent any Software Program has been developed by a third party for the benefit of, or in accordance with specifications provided by, a Target Company, Section 3.28 to the Target Company Disclosure Schedules sets forth the form and placement of the proprietary legends and/or copyright notices displayed in or on the Software Programs. To the knowledge of the Target Companies, in no instance has the eligibility of any such Software Program for protection under applicable copyright law been forfeited to the public domain by omission of any required notice or any other action or inaction by a Target Company unless such forfeiture would not have a Target Company Adverse Effect. Except as provided in Section 3.28 of the Target Company Disclosure Schedules, to the knowledge of the Target Companies, the source code for such Software Programs has at all times been maintained in strict confidence and the only individuals or entities who have access to such source code are parties to written nondisclosure agreements with the Target Company.
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PROPRIETARY SOFTWARE USED IN THE BUSINESS. Section 3.27 to the Target Company Disclosure Schedule contains a description of all material non-licensed computer software products and software programs (collectively, "Software Programs"), both generally available in a Target Company's business and under development (in all stages of development), that are used or intended for use in the business and operations of each Target Company. To the extent any Software Program has been developed by a third party for the benefit of, or in accordance with specifications provided by, a Target Company, the Target Company Disclosure Schedule sets forth the form and placement of the proprietary legends and/or copyright notices displayed in or on the Software Programs. To the Target Companies' knowledge, in no instance has the eligibility of any such Software Program for protection under applicable copyright law been forfeited to the public domain by omission of any required notice or any other action or inaction by a Target Company unless such forfeiture would not have a Target Company Material Effect. Except as provided in Section 3.27 of the Target Company Disclosure Schedule, the source code for such Software Programs has at all times been maintained in strict confidence and the only individuals or entities who have access to such source code are parties to written nondisclosure agreements with the Target Company. Section 3.27 to the Target Company Disclosure Schedule also sets forth all individuals and entities, including employees, agents, consultants and contractors, who have contributed to or participated in the conception and development of such Software Programs. All individuals so listed in such Schedule have either (i) been party to a "work-for-hire" arrangement or agreement with a Target Company, in accordance with applicable national and state law, or (ii) have executed appropriate instruments of assignment in favor of such Target Company as assignee, conveying to such Target Company full, effective and exclusive ownership of all tangible and intangible property rights thereunder arising.
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Related to PROPRIETARY SOFTWARE USED IN THE BUSINESS

  • 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.

  • 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

  • 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.

  • Trade Secrets and Customer Lists Officer agrees to hold in strict confidence all information concerning any matters affecting or relating to the business of Corporation and its subsidiaries and affiliates, including, without limiting the generality of the foregoing, its manner of operation, business plans, business prospects, agreements, protocols, processes, computer programs, customer lists, market strategies, internal performance statistics, financial data, marketing information and analyses, or other data, without regard to the capacity in which such information was acquired. Officer agrees that he will not, directly or indirectly, use any such information for the benefit of any person or entity other than Corporation or disclose or communicate any of such information in any manner whatsoever other than to the directors, officers, employees, agents, and representatives of Corporation who need to know such information, who shall be informed by Officer of the confidential nature of such information and directed by Officer to treat such information confidentially. Such information does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by Officer or his representatives, or (ii) was or becomes available to Officer on a non-confidential basis from a source other than Corporation or its advisors provided that such source is not known to Officer to be bound by a confidentiality agreement with Corporation, or otherwise prohibited from transmitting the information to Officer by a contractual, legal or fiduciary obligation; notwithstanding the foregoing, if any such information does become generally available to the public, Officer agrees not to further discuss or disseminate such information except in the performance of his duties as Officer. Upon Corporation’s request, Officer will return all information furnished to him related to the business of Corporation. The parties hereto stipulate that all such information is material and confidential and gravely affects the effective and successful conduct of the business of Corporation and Corporation’s goodwill, and that any breach of the terms of this Section 6 shall be a material breach of this Agreement. The terms of this Section 6 shall remain in effect following the termination of this Agreement.

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

  • 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).

  • USE OF THIRD PARTY SYSTEMS-LEVEL SOFTWARE State Street and the Fund acknowledge that in connection with the Data Access Services provided under this Addendum, the Fund will have access, through the Data Access Services, to Fund Data and to functions of State Street’s proprietary systems; provided, however that in no event will the Fund have direct access to any third party systems-level software that retrieves data for, stores data from, or otherwise supports the System.

  • Company Products Schedule 2.10(d) of the Company Disclosure Letter lists all Company Products, and for each such product or feature (and each version thereof) identifying its release date.

  • Assumed Business Names Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: None.

  • 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.

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