Provider Software. Provider shall, in each Work Order, list the Provider Owned Software and Provider Licensed Software (subject to the restrictions set forth in the second to last sentence of this Section 9.3), if any, that will be incorporated into any Deliverable or that will be necessary to be used by Xxxxxxx or any Xxxxxxx Affiliate in order to Use the Services or the Deliverables, each such SOW to be updated from time to time by Provider as needed with the prior approval of the applicable Xxxxxxx SOW Manager. Unless otherwise stated in a Work Order, Provider shall be solely responsible for obtaining, installing, operating and maintaining at its expense any Provider Software needed to provide the Services or the Deliverables or necessary for Xxxxxxx to Use the Services or the Deliverables, including the payment of all applicable fees and obtaining applicable Permits. Without Xxxxxxx prior written consent, Provider shall not incorporate into any Deliverable or otherwise use in performing the Services any (i) Third Party Software including any Provider Licensed Software; or (ii) Provider Proprietary Materials (as defined in Section 9.4 below) even if such Third Party Software or Provider Proprietary Material is generally commercially available. Provider hereby grants to Xxxxxxx and Xxxxxxx Affiliates a nonexclusive, irrevocable, fully paid, perpetual and worldwide license to Use any Provider Software that is incorporated into any Deliverables or that is necessary to be used by Xxxxxxx or any Xxxxxxx Affiliate in order to Use the Services or the Deliverables, and any resulting Xxxxxxx Modifications, and to sublicense or authorize any third parties to do, at Xxxxxxx election, any, some or all of the foregoing, solely to the extent necessary to Use the Services and/or Deliverables. Provider shall clearly identify, in the Deliverables software code itself, all Provider Software that is so incorporated in any Deliverables. The foregoing license shall not authorize Xxxxxxx to knowingly separate the Provider Software from the Work Product for the purpose of selling or licensing such Provider Software in any way as a stand-alone product or development tool to third parties (other than Xxxxxxx Affiliates) for value. “
Provider Software. With respect to Provider Software to be licensed or provided pursuant to the Agreement, at no time shall Company or any Company Entity be prevented from using and accessing such Provider Software. The use of such Provider Software shall be without disruption to the operations of the Company Entities, which means that hosting, installation and support of the Provider Software would not change or require any change.
Provider Software. For clarity, Provider Software may be Provider Pre-Existing Intellectual Property or Provider New Intellectual Property. “Provider Personnel” shall mean those employees, representatives and agents of Provider and Provider Agents who perform any Services under the Agreement. “Provider Pre-Existing Intellectual Property” shall mean all Intellectual Property that (a) is owned or licensed by Provider and in existence in electronic or written form on or prior to the Master Effective Date, including Provider Third-Party Software licensed by Provider prior to the Master Effective Date; or (b) is acquired, developed or licensed by Provider independently of the work undertaken pursuant to the Agreement, in each case that is used in connection with the Services. “Provider Proprietary Tools” shall mean the Provider Software identified in the SOW that Provider shall use to deliver the Services. “Provider Sites” shall mean the facilities listed in Exhibit 13 and such other facilities owned or leased by Provider that are approved by Company and used in connection with the provision of the Services. “Provider Software” shall mean Software owned by, licensed, provided, used or managed by Provider or Provider Agents arising out or in any way in connection with the Services or the Agreement (excluding any Software expressly licensed by the Company Entities under a separate agreement or any Software licensed by the Company Entities to Provider and excluding any Software that is Company Intellectual Property).
Provider Software. Subject to this Agreement, Customer may install, copy and use the Provider Software for its own business purposes in accordance with the Permitted Use.
Provider Software
