Shared Software Clause Samples
The Shared Software clause defines the terms under which software is jointly used, developed, or maintained by multiple parties. It typically outlines the rights and responsibilities of each party regarding access, modification, distribution, and support of the shared software. For example, it may specify how updates are managed or how intellectual property rights are handled among collaborators. The core function of this clause is to ensure clear expectations and prevent disputes by establishing a framework for cooperative software use and development.
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Shared Software. Prior to the Effective Date, Provider had internally developed certain software, some of which was used to support the Health Business, some of which was used to support the eCommerce Business, and some of which (including, but not limited to, the FrontEnd switch) was used to support both the Health Business and the eCommerce Business (the "Shared Software"). Upon the Effective Date, each Party will have joint ownership in all Shared Software.
Shared Software. On or before the expiration or termination of the period during which services are being provided among the Parties pursuant to the Transition Services Agreement, Seller and Purchasers agree:
(a) with respect to licenses governing software used by the Company pursuant to a license from a third party to which a member of the Company Group is not a party (the “Shared Third Party Software”) located on Company premises, to the extent permitted by the relevant license terms, and subject to the consent of the relevant third party licensor, Seller or an Affiliate of Seller shall use reasonable commercial efforts to assign to Purchasers or a member of the Company Group specified by Purchasers the Company-specific portion or portions of such licenses that can be identified (eg., by licensed site or location, number of licensed seats, number of licensed concurrent users, or otherwise ) as used solely and exclusively by or for Company Group; and
(b) with respect to software used by the Company that is owned by Seller or an Affiliate of Seller other than any member of the Company Group (the “Shared BP Software”), Seller or a Seller Affiliate shall grant to Purchasers or a member of the Company Group specified by Purchasers a non-exclusive, paid up right and license to access and use such Shared BP Software (including source code) solely in connection with the business and operation of Company , provided however, that no license shall be granted under this Section 6.21(b) to selected items of Shared BP Software for which Seller or a Seller Affiliate determines in its sole discretion and in good faith that such software provides significant competitive advantage to retained businesses or operations of Seller or any Seller Affiliate; and
(c) with respect to any software owned by a member of the Company Group that is also used by or on behalf of Seller or an Affiliate of Seller that is not a member of the Company Group (the “Shared Company Software”), Purchasers shall cause the relevant Company Group Members to grant to Seller or Seller’s designee a non-exclusive, paid up right and license to access and use such Shared Company Software (including source code) solely in connection with the business and operation of Seller or any Seller Affiliate.
Shared Software. The Parties acknowledge and agree that (a) the SpinCo Licensed Software may include discrete Software code (including routines, drivers and linked libraries) that originated from, or was adapted from, Software created by Parent or its Subsidiaries prior to the Distribution and (b) such discrete items of SpinCo Licensed Software, derivatives of such SpinCo Licensed Software, and Software from which such SpinCo Licensed Software were derived, are being used or are held for use by Parent and its Subsidiaries in their products other than the SpinCo Products (such Software as described in clauses (a) and (b), the “Shared Software”). Accordingly, the Parties agree that the Intellectual Property Rights embodied in or by such Shared Software shall be considered “SpinCo Licensed Other IP” for purposes of this Agreement and a license shall be granted to or reserved by Parent, as applicable, on behalf of itself and the other members of the Parent Group, pursuant to Section 3.6 of this Agreement.
Shared Software. The Parties acknowledge and agree that (i) each of the three categories of ▇▇▇▇ Core Software set forth in the definition of such term may include discrete Software code (e.g., routines, drivers and linked libraries) that originated from, or were adapted from Software created by NETGEAR prior to the Separation Time, and (ii) such discrete items of ▇▇▇▇ Core Software, derivatives of such ▇▇▇▇ Core Software, and Software from which such ▇▇▇▇ Core Software was derived, are being used or are held for use by NETGEAR in its products other than the ▇▇▇▇ Products (such Software as described in clauses (i) and (ii), the “Shared Software”). Accordingly, the Parties agree that the Other IP embodied in or by such Shared Software shall be considered “▇▇▇▇ Other IP” for purposes of this Agreement and licensed to NETGEAR pursuant to Section 2.5 of this Agreement.
Shared Software. The Parties acknowledge and agree that (a) the Warehouse Management Platforms may include discrete Software code (including routines, drivers and linked libraries) that originated from, or were adapted from Software created by Parent or its Subsidiaries prior to the Distribution, and (b) such discrete items of Warehouse Management Platforms, derivatives of such Warehouse Management Platforms, and Software from which such Warehouse Management Platforms were derived, are being used or are held for use by Parent and its Subsidiaries in their products other than the SpinCo Products (such Software as described in clauses (a) and (b), the “Shared Software”). Accordingly, the Parties agree that the Intellectual Property Rights embodied in or by such Shared Software shall be considered “SpinCo Licensed Other IP” for purposes of this Agreement and licensed to Parent Licensees pursuant to Section 3.5 of this Agreement.
Shared Software. Section 11.2
Shared Software. 12 Section 11.3 Use and Licensing Restrictions on Shared Software........................ 12 Section 11.4
Shared Software. The Parties acknowledge and agree that the members of the Seller Group and the Acquired Companies may each require rights to use the Software set forth in Section 6.4(b) of the Sellers Disclosure Letter currently owned or licensed by the applicable members of the Seller Group (the “Shared Software”). Notwithstanding anything to the contrary set forth in this Agreement, the Parties acknowledge and agree that, following the Closing Date, the Shared Software shall continue to be owned by the applicable members of the Seller Group or licensed to the applicable members of the Seller Group by a third party.
(i) With respect to Shared Software that is owned by a member of the Seller Group and freely transferable to an Acquired Company (“Proprietary Shared Software”), notwithstanding anything herein to the contrary, at or prior to the Closing, the applicable member of the Seller Group shall transfer or cause to be transferred to one or more Acquired Companies selected by Parent an equal and undivided joint ownership interest, without any duty to account to each other for the exploitation thereof, in and to all such Proprietary Shared Software. At or prior to the Closing, Liz Foreign shall, or shall cause the applicable members of the Seller Group (solely with respect to the Proprietary Shared Software) to, cause one working copy of the then-current version of all Proprietary Shared Software (including all source code and associated documentation related thereto) to be delivered to an Acquired Company selected by Parent. The Acquired Companies shall be free to use, distribute, reproduce, modify, create derivative works of and otherwise exploit the Proprietary Shared Software for any purposes, without restriction of any kind, and without any duty to account to the other (it being understood that each Party shall use reasonable best efforts to maintain the confidentiality of the source code to such Proprietary Shared Software and only disclose such source code to third parties on a need to know basis in the ordinary course of business). Following the Closing, the members of the Seller Group, on the one hand, and the Acquired Companies, on the other hand, shall retain ownership of all modifications or derivative works made by such party to the Proprietary Shared Software, or on such party’s behalf, with no obligation to disclose or license such modifications or derivative works to the other party. The Acquired Companies, on the one hand, and the members of the Seller ...