SIEBEL SOFTWARE, DOCUMENTATION AND ASSISTANCE Sample Clauses

SIEBEL SOFTWARE, DOCUMENTATION AND ASSISTANCE. From the Agreement Date to the Critical Milestone Date for the Nasdaq Siebel System, Nasdaq shall provide Amex reasonable assistance and training, as set forth in this Agreement, to allow Amex to prepare for the installation, operation, and maintenance of a copy of the Siebel System, including the Nasdaq-developed “many to many” and “power query” functions (“Nasdaq-Developed Functions”) not on Nasdaq’s premises. Upon delivery of the Nasdaq-Developed Functions Software and Documentation to Amex, Nasdaq hereby grants to Amex, a perpetual, non-exclusive, non-transferable, non-sublicensable, royalty-free personal right and license to use, copy as needed, modify and create Derivative Works based upon, the Nasdaq-Developed Functions and related Documentation owned by Nasdaq and provided by Nasdaq for the sole purpose of Amex installing, operating, and maintaining Amex’s copy of the Nasdaq-Developed Functions for its own internal use with the Amex system that will replace the Nasdaq Siebel System. Amex will not be entitled to any other functionality, improvement, enhancement, or modification made by or for Nasdaq to the Nasdaq Siebel System after delivery to Amex. Amex shall own the modifications, improvements and enhancements that it creates to the extent that such modifications, improvements and enhancements do not copy, duplicate, reveal or otherwise incorporate Nasdaq’s Intellectual Property or Confidential Information. Nasdaq shall own (and be provided a copy of) the modifications, improvements and enhancements that Amex creates to the extent that such modifications, improvements and enhancements do copy, duplicate, reveal or otherwise incorporate Nasdaq’s Intellectual Property or Confidential Information and the Derivative Works that Amex creates. To the extent such modifications, improvements and enhancements do copy, duplicate, reveal or otherwise incorporate Nasdaq’s Intellectual Property or Confidential Information or to the extent Amex creates a Derivative Work, Nasdaq hereby grants to Amex a non-exclusive, non-transferable, non-sublicensable, royalty-free personal right and license to use such modifications, improvements and enhancements or Derivative Work for the sole purpose of Amex installing, operating, and maintaining the Nasdaq-Developed Functions for Amex’s own internal use. Amex represents that it has obtained its own license from Siebel Systems, Inc. in order to operate Amex’s replacement for the Nasdaq Siebel System.
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Related to SIEBEL SOFTWARE, DOCUMENTATION AND ASSISTANCE

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