Shared Software. The Parties acknowledge and agree that (i) each of the three categories of Xxxx 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 Xxxx Core Software, derivatives of such Xxxx Core Software, and Software from which such Xxxx Core Software was derived, are being used or are held for use by NETGEAR in its products other than the Xxxx 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 “Xxxx 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 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 Effective Date 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. 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. 12 Section 11.3 Use and Licensing Restrictions on Shared Software........................ 12 Section 11.4
Shared Software. Section 11.2
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. 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.
Shared Software. The Parties acknowledge and agree that LCCI and CanCo may each require rights to use the Software set forth in Section 6.3(b) of the Sellers Disclosure Letter currently owned or licensed by the Sellers (the “Shared Software”).
Shared Software. 13 Section 11.3 Use and Licensing Restrictions on Shared Software 13 Section 11.4 Derivative Works 14 Section 11.5 Application of Current Technology 14 ARTICLE 12 WARRANTIES AND ADDITIONAL UNDERTAKINGS 15 Section 12.1 By Provider 15 Section 12.2 Security 15 Section 12.3 Virus Avoidance 15 Section 12.4 Disabling Codes 15 Section 12.5 Pass-Through Warranties 15 Section 12.6 Disclaimer of Warranties 15 Section 12.7 Noninfringement 16 Section 12.8 Regulatory Proceedings and Compliance with Laws 16 ARTICLE 13 CONFIDENTIAL INFORMATION 16 Section 13.1 Confidential Information of Recipient 16 Section 13.2 Confidential Information of Provider 16 Section 13.3 Exclusions 16 Section 13.4 Disclosure 17 ARTICLE 14 INDEMNITIES 17 Section 14.1 Losses Defined 17 Section 14.2 Indemnities for Certain Losses 17 Section 14.3 Limitation of Liability 18 Section 14.4 Exclusion of Certain Damages 18 Section 14.5 Duty to Mitigate 18 Section 14.6 Time Limit to Make Claims 19 ARTICLE 15 DISPUTE ESCALATION AND MEDIATION 19 Section 15.1 Resolution of Disputes by Account Managers 19 Section 15.2 Involvement of Senior Representatives 19 Section 15.3 Involvement of Chief Executive Officers 19 Section 15.4 Non-binding Mediation 19 Section 15.5 Expenses of Mediation 20 Section 15.6 Sole Remedy Upon Failure of Mediation 20 Section 15.7 Continuation of Services and Obligations Pending Resolution of Disputes 20 ARTICLE 16 MISCELLANEOUS 20 Section 16.1 General Audit Rights 20 Section 16.2 No Audit Rights for Telecommunication 21 Section 16.3 Recipient Responsible for Third Party Electronic Interfaces 21 Section 16.4 Subcontracting 21 Section 16.5 Assignment 21 Section 16.6 Consents and Approvals 22 Section 16.7 Relationship of the Parties 22 Section 16.8 Non-solicitation or Hiring of Employees 22 Section 16.9 Expenses 22 Section 16.10 Notices 23 Section 16.11 Amendment and Waiver 23 Section 16.12 Entire Agreement 23 Section 16.13 Severability 23 Section 16.14 Governing Law 24 Section 16.15 Force Majeure 24 Section 16.16 Counterparts 24 EXHIBIT 1.01—INDEX OF TERMS DEFINED IN THE AGREEMENT 1 ADDENDUM I—TELECOM SERVICES 1 Telecom Carrier Contract Services 1 Telecom Support Services 1 Charges 1 Expiration / Extension of Current Telecom Carrier Contracts 1 Telecom Locations 1 Overview of Telecom Support Services 1 Specific Telecom Support Services 2 Personnel Levels and Skills Maintenance 3 ADDENDUM II—TANDEM SERVICES 1 General 1 Locations 1 Specific Tandem Services 1 Interface Management 2 Personne...
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:
