Provision of Source Code Sample Clauses

Provision of Source Code. EDS' ability to utilize adequately Licensed ------------------------ Software will be seriously jeopardized if Chordiant fails to maintain or support such Licensed Software unless complete Source Code and related Documentation is made available to EDS for EDS' use in satisfying EDS' maintenance and support requirements. Therefore, Chordiant agrees that if an "Event of Default" occurs, then Chordiant will provide to EDS one copy of the most current version of the Source Code for the affected Licensed Software and associated Documentation in accordance with the following: (a) An Event of Default shall be deemed to have occurred if Chordiant: (i) ceases to market or make available maintenance or support Services for the Licensed Software during a period in which EDS has a License or Licenses and is receiving, or is entitled to receive as per Section 4.8 of this Agreement, such maintenance and support for such License(s) and Chordiant has not promptly cured such failure despite EDS' demand that Chordiant make available or perform such maintenance and support, (ii) ceases business operations generally or (iii) has transferred all or substantially all of its assets or obligations set forth in this Agreement to a third party which has not assumed all of the obligations of Chordiant set forth in this Agreement. (b) Chordiant will promptly and continuously update and supplement the Source Code as necessary with all revisions, Corrections, enhancements, and other changes developed for the Licensed Software and Documentation. Such Source Code shall be in a form suitable for reproduction and use by computer and photocopy equipment, and shall consist of a full source language statement of the program or programs comprising the Licensed Software and complete program maintenance Documentation which comprise the pre-coding detail design specifications, and all other material necessary to allow a reasonably skilled programmer or analyst to maintain and enhance the Licensed Software without the assistance of Chordiant or reference to any other materials. (c) Source Code received under this Section becomes a part of Licensed Software. The governing License for the Licensed Software includes the right to use Source Code received under this Section as necessary to modify, maintain, and update the Licensed Software. (d) Upon request by EDS, Chordiant will deposit in escrow with an escrow agent acceptable to EDS and pursuant to a mutually acceptable escrow agreement supplemental...
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs
Provision of Source Code. (i) Within thirty (30) days of the Acceptance Date for a Product, CWC shall place with the GM Legal Staff one complete set of source code with associated documentation for the Product ("Source Materials"). The Source Materials shall include machine-readable, high level language code for the Product, as well as machine-readable listings, tables and references required to use the high level language code and shall be in the form of 3 1/2 inch floppy disks. CWC represents and warrants to GM that: (1) the Source Materials constitute the source code and documentation for the Product licensed to GM pursuant to this Agreement or a Statement of Work; and (2) the Source Materials are in a form suitable for reproduction by computer and/or photocopy equipment, and consist of a full source language statement of the program or programs comprising the Product and complete program maintenance documentation, including all flow charts, schematics and annotations which comprise the precoding detailed design specifications, and all other material necessary to allow a reasonably skilled third party programmer or analyst to maintain or enhance the Product without the help of any other person or reference to any other material. The Source Materials shall be delivered under seal for safekeeping to the GM Legal Staff at P.O. Xxx 00000, Xxx Xxxxxx Xxx Building, 3031 Xxxx Xxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxxx 00000. Source Materials shall not be made available to anyone outside the GM Legal Staff unless and until the occurrence of a Triggering Event (as defined below). CWC agrees to update and maintain the Source Materials held in safekeeping to reflect all changes made thereto through maintenance, enhancements, revisions or otherwise. All such changes to the Source Materials shall also be delivered in the required form to the GM Legal Staff under seal. (ii) GM may break the seal and use the Source Materials five (5) days after written notice to CWC that the GM Legal Staff has made a finding that one of the following "Triggering Events" has occurred: (1) it has established by clear and convincing evidence that CWC is unable to meet its material obligations to develop and/or maintain the Product(s) under any Statement of Work for a running period of thirty (30) days after notice to CWC in writing. (2) CWC has been declared bankrupt, has voluntarily petitioned a court for relief under any bankruptcy laws, has been declared insolvent, has made an assignment for the benefit of creditors, ...
Sample 1Sample 2Sample 3
Provision of Source Code. EDS' ability to utilize adequately Licensed Software will be seriously jeopardized if MigraTEC fails to maintain or support such Licensed Software unless complete Licensed Software source code and related Documentation is made available to EDS for EDS' use in satisfying EDS' maintenance and support requirements. Therefore, MigraTEC agrees that if an "Event of Default" occurs, then MigraTEC will provide to EDS one copy of the most current version of the source code for the affected Licensed Software and associated Documentation in accordance with the following: (a) An Event of Default shall be deemed to have occurred if MigraTEC: (i) ceases to market or make available maintenance or support Services for the Licensed Software during a period in which EDS is entitled to receive or to purchase, or is receiving or purchasing, such maintenance and support and MigraTEC has not promptly cured such failure despite EDS' demand that MigraTEC make available or perform such maintenance and support, (ii) becomes insolvent, executes an assignment for the benefit of creditors, or becomes subject to bankruptcy or receivership proceedings, (iii) ceases business operations generally or (iv) has transferred all or substantially all
Sample 1

Related to Provision of Source Code

  • Provision of Services (a) The HSP will provide the Services in accordance with, and otherwise comply with: (1) the terms of this Agreement; (2) Applicable Law; and

  • Provision of Services by Third Parties The Administrator shall, to the extent it determines that it would be advisable in connection with or incidental to the activities contemplated hereby, arrange for and coordinate the services of other professionals, experts and consultants to provide any or all of the Services, in which case, the costs and expenses of such third parties for providing such services shall be borne by the Administrator other than as set forth in Section 3; it being understood that the Administrator shall not charge to the Issuer any fees in addition thereto with respect to such outsourced Painting-Level Services that are described in Section 1(a)(i) and Entity-Level Services described in Section 1(a)(ii), but the Administrator shall be entitled to reimbursement for third party costs incurred in connection with Non-Routine Services described in Section 1(a)(iii) as set forth in Section 3(b). Reimbursement for Non-Routine Services shall be reimbursed by the Issuer out of the proceeds from a sale of the Painting. In addition, Masterworks may determine to sell the Painting without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting a reasonable fee not to exceed the lowest published buyer’s premium charged by Sotheby’s, Christie’s or Pxxxxxxx in effect at such time.

  • Incorporation of Schedules The schedules attached to this Agreement shall, for all purposes of this Agreement, form an integral part of it.

  • Provision of Service NYISO will provide Developer with interconnection service of the following type for the term of this Agreement.

  • Provision of Access Subject to the terms of this Agreement, Flock hereby grants to Agency a non-exclusive, non-transferable right to access the features and functions of the Services via the Web Interface during the Term, solely for the Authorized End Users. The Footage will be available for Agency’s designated administrator, listed on the Order Form, and any Authorized End Users to access and download via the Web Interface for thirty (30) days. Authorized End Users will be required to sign up for an account and select a password and username (“User ID”). Flock will also provide Agency with the Documentation to be used in accessing and using the Services. Agency shall be responsible for all acts and omissions of Authorized End Users, and any act or omission by an Authorized End User which, if undertaken by Agency, would constitute a breach of this Agreement, shall be deemed a breach of this Agreement by Agency. Agency shall undertake reasonable efforts to make all Authorized End Users aware of the provisions of this Agreement as applicable to such Authorized End User’s use of the Services and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or more third parties to deliver any part of the Services, (such as using a third party to host the Web Interface for cloud storage or a cell phone provider for wireless cellular coverage) which makes the Services available to Agency and Authorized End Users. Warranties provided by said third party service providers are the agency’s sole and exclusive remedy and Xxxxx’s sole and exclusive liability with regard to such third-party services, including without limitation hosting the Web Interface. Agency agrees to comply with any acceptable use policies and other terms of any third-party service provider that are provided or otherwise made available to Agency from time to time.

  • Provision of Multiple Services If the Sub-Advisor shall have provided both investment advisory services under subparagraph (a) and investment management services under subparagraph (b) of paragraph (1) for the same portion of the investments of the Portfolio for the same period, the fees paid to the Sub-Advisor with respect to such investments shall be calculated exclusively under subparagraph (b) of this paragraph 4.

  • Provision of Funds (a) GMAC agrees to contribute and deposit in the Certificate Account on behalf of Residential Funding (or otherwise provide to Residential Funding, or to cause to be made available to Residential Funding), either directly or through a subsidiary, in any case prior to the related Distribution Date, such moneys as may be required by Residential Funding to perform its Subordinate Certificate Loss Obligation when and as the same arises from time to time upon the demand of the Trustee in accordance with Section 13.01 of the Servicing Agreement. (b) The agreement set forth in the preceding clause (a) shall be absolute, irrevocable and unconditional and shall not be affected by the transfer by GMAC or any other person of all or any part of its or their interest in Residential Funding, by any insolvency, bankruptcy, dissolution or other proceeding affecting Residential Funding or any other person, by any defense or right of counterclaim, set-off or recoupment that GMAC may have against Residential Funding or any other person or by any other fact or circumstance. Notwithstanding the foregoing, GMAC's obligations under clause (a) shall terminate upon the earlier of (x) substitution for this Limited Guaranty pursuant to Section 13.01(f) of the Servicing Agreement, or (y) the termination of the Trust Fund pursuant to the Servicing Agreement.

  • Provision of Data 26.1 The Supplier shall submit all information required under applicable law and regulations, such as but not limited to information required to meet financial and administrative obligations. If Wavin has not received one or more of the requested documents within ten (10) days of making the request, Wavin shall be entitled to suspend payment until the moment of receipt, or to terminate the Agreement without any liability. 26.2 Every change in the data submitted under clause 26.1 must be immediately reported to Xxxxx in writing.

  • Incorporation of Exhibits The Exhibits attached to this Agreement are incorporated herein and shall be considered a part of this Agreement for all purposes.

  • PROVISION OF MANAGEMENT INFORMATION 24.1.1 The Supplier shall, at no charge to the Authority, submit to the Authority complete and accurate Management Information in accordance with the provisions of Framework Schedule 9 (Management Information). 24.1.2 The Supplier grants the Authority a non-exclusive, transferable, perpetual, irrevocable, royalty free licence to: (a) use and to share with any Other Contracting Body and Relevant Person; and/or (b) publish (subject to any information that is exempt from disclosure in accordance with the provisions of FOIA being redacted), any Management Information supplied to the Authority for the Authority's normal operational activities including but not limited to administering this Framework Agreement and/or all Call Off Agreements, monitoring public sector expenditure, identifying savings or potential savings and planning future procurement activity. 24.1.3 The Authority shall in its absolute and sole discretion determine whether any Management Information is exempt from disclosure in accordance with the provisions of the FOIA. 24.1.4 The Authority may consult with the Supplier to help with its decision regarding any exemptions under Clause 24.1.3 but, for the purpose of this Framework Agreement, the Authority shall have the final decision in its absolute and sole discretion.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!