SOFTWARE AND COMPUTER PROGRAMS Sample Clauses

SOFTWARE AND COMPUTER PROGRAMS. From the date of this Agreement ------------------------------ through the date which is ninety (90) days after the Closing Date, each Seller, Southeast and the Partnership, as applicable, agree to engage in discussions with the licensors of applicable software and computer programs and seismic data and processing identified in a written notice provided to Seller by Buyer on or prior to the Closing Date, the purpose of which discussions shall be to assist Buyer in its efforts to obtain a license with respect to such software and/or computer programs and seismic data and processing with terms acceptable to Buyer. Buyer will pay all fees (including fees agreed to as part of a settlement) required to transfer or retain such records, programs and data that Buyer chooses to retain after Closing.
Sample 1See All (8)
AutoNDA by SimpleDocs
SOFTWARE AND COMPUTER PROGRAMS. The Product includes circuitry and software programs in binary code form which are designed for use with the Product (the "Circuitry" and the "Software"). For the purpose of this Agreement, the Circuitry and the Software shall not include any portion of the Product which is proprietary to NK or which is developed by or licensed to NK, independently of Rights and Technical Information provided by Aspect hereunder. Aspect hereby grants to NK a non-exclusive and non-transferable worldwide license, without the right to sublicense (except to purchasers of the Product and NK's Affiliates which become sublicensees pursuant to Section 2.4 above), during the Agreement Term to use the Circuitry, the Software and related documentation provided by Aspect (the "Documentation") solely in connection with operation of the Product. NK shall not disclose, furnish, transfer or otherwise make available the Circuitry, the Software, the Documentation or any portion thereof in any form to any third party (other than to purchasers of the Product and NK's Affiliates which becomes sublicensees pursuant to Section 2.4 above) and shall not duplicate the Circuitry, the Software, the Documentation or any Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. part thereof, except in connection with NK's manufacture and assembly of the Product in accordance with this Agreement. Title to and ownership of and all proprietary rights in or related to the Circuitry, the Software, the Documentation and all partial or complete copies thereof shall at all times remain with Aspect or its licensor(s). This Agreement shall not be construed as a sale of any rights in the Circuitry, the Software, the Documentation, any copies thereof or any part thereof. All references in this Agreement to sale, resale or purchase of the Products, or references of like effect, shall, with respect to the Circuitry, the Software and the Documentation mean licenses or sublicenses of the Circuitry, the Software and the Documentation pursuant to this Section 2.6. NK shall not disassemble, decompile or reverse engineer the Circuitry, the Software or any part thereof (except in the European Union and Norway, and only to the extent that it has the right to do so pursuant to applicable law in order to ensure interoperability with other software programs). NK shall retain and shall not alter or obscure any notices, markings or other insignia which are affixe...
Sample 1Sample 2Sample 3See All (5)
SOFTWARE AND COMPUTER PROGRAMS. Philips shall retain and shall not, without the express written consent of Aspect, alter or obscure any notices, markings or other insignia which are affixed to the Software, the Documentation or any part thereof at the time of delivery of such Software or such Documentation. The Software shall be considered to be the Proprietary Information of Aspect for the purposes of Section 8.
Sample 1
SOFTWARE AND COMPUTER PROGRAMS. In order for the Distributor to sell and for any end-user to use any software listed on Exhibit "A" and/or incorporated into any Product (the "Software"), Distributor shall be required to have each end-user execute an appropriate Software License Agreement submitted by the Company and Distributor shall timely deliver to Company a fully-executed original of the Software License Agreement signed by each such end-user.
Sample 1
SOFTWARE AND COMPUTER PROGRAMS. From the date of this Agreement through the date which is ninety (90) days after the Closing Date, each of the Principal and EPC agrees to engage in discussions with the licensors of applicable software and computer programs and seismic data and processing identified in written notices provided to EPC by the Principal and by the Principal to EPC, in each case on or prior to the Closing Date, the purpose of which discussions shall be to assist EPGC and Westport, as applicable, in their efforts to obtain a license with respect to such software and/or computer programs and seismic data and processing on reasonably acceptable terms. The Combined Entity will pay all fees (including fees agreed to 56 63 as part of a settlement) required to transfer or retain such records, programs and data that the such entity chooses to retain after Closing.
Sample 1
SOFTWARE AND COMPUTER PROGRAMS. From the Agreement Date through the date which is 90 days after the Closing Date, BHP Hawaii and BHP Pacific, as applicable, agree to engage in discussions with the licensors of the software and computer programs (i) listed in Disclosure Schedule 4.18(a) and (ii) identified in a written notice provided to BHP Hawaii by Buyer on or prior to the Closing Date, the purpose of which discussions shall be to assist Buyer in its efforts to obtain a license with respect to such software and/or computer programs with terms acceptable to Buyer. Notwithstanding the foregoing, Buyer acknowledges and agrees that there can be no assurance that such discussions will achieve the results desired by Buyer and neither BHP Hawaii nor BHP Pacific make any representation or warranty with respect thereto; provided, however, that BHP Hawaii and BHP Pacific represent to Buyer that Subsidiary will be able to obtain the benefit of the understanding set forth in the letter, dated Marcx 00, 0000, xxxx XXX Xxxxxxxxx xx BHP Petroleum.
Sample 1
SOFTWARE AND COMPUTER PROGRAMS. Buyer acknowledges and agrees that all title to the software or firmware constituting part of the Goods shall remain vested in Midwest Valve Services or the applicable third party and shall be furnished to and used by Buyer only after execution of, and subject to, a separate license agreement. Buyer's sole and exclusive remedy with respect to any software or firmware provided hereunder shall be limited to the warranties, if any, of the manufacturer or licensor of such software or firmware. Buyer shall have no right to alter, modify, copy or prepare derivative works of any software or firmware except in accordance with such license agreement.
Sample 1
AutoNDA by SimpleDocs

Related to SOFTWARE AND COMPUTER PROGRAMS

  • Computer Software The Grantee certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this Grant Agreement for the acquisition, operation, or maintenance of computer software in violation of copyright laws.

  • Software Title and ownership to Existing Software Product(s) delivered by Contractor under the Contract that is normally commercially distributed on a license basis by the Contractor or other independent software vendor proprietary owner (“Existing Licensed Product”), embedded in the Custom Products, shall remain with Contractor or the proprietary owner of other independent software vendor(s) (ISV). Effective upon acceptance, such Product shall be licensed to Authorized User in accordance with the Contractor or ISV owner’s standard license agreement, provided, however, that such standard license, must, at a minimum: (a) grant Authorized User a non-exclusive, perpetual license to use, execute, reproduce, display, perform, adapt (unless Contractor advises Authorized User as part of Contractor’s proposal that adaptation will violate existing agreements or statutes and Contractor demonstrates such to the Authorized User’s satisfaction) and distribute Existing Licensed Product to the Authorized User up to the license capacity stated in the Purchase Order or work order with all license rights necessary to fully effect the general business purpose(s) stated in the Bid or Authorized User’s Purchase Order or work order, including the financing assignment rights set forth in paragraph (c) below; and (b) recognize the State of New York as the licensee where the Authorized User is a state agency, department, board, commission, office or institution. Where these rights are not otherwise covered by the ISV’s owner’s standard license agreement, the Contractor shall be responsible for obtaining these rights at its sole cost and expense. The Authorized User shall reproduce all copyright notices and any other legend of ownership on any copies authorized under this clause. Open source software is developed independently of Contractor and may be governed by a separate license (“open source software”). If the open source software is governed by a separate License and provided under this Contract, Contractor shall provide a copy of that license in the applicable Documentation and the Authorized User's license rights and obligations with respect to that open source software shall be defined by those separate license terms and subject to the conditions, if any, therein. Nothing in this Contract shall restrict, limit, or otherwise affect any rights or obligations the Authorized User may have, or conditions to which the Authorized User may be subject, under such separate open source license terms.

  • Software Licenses Seller has all necessary licenses to use all material third-party software used in connection with the Purchased Assets, and to Sellers’ knowledge, Sellers’ use of third-party software does not infringe the rights of any Person or Entity.

  • Hardware and Software Requirements In order to access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the Internet; an email account and related software capable of receiving email through the Internet; a web browser which is SSL-compliant and supports secure sessions, and hardware capable of running this software.

  • Third Party Software 1. The Software may contain third party software that requires and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located at xxxx://xxx.xxxxxxxxx.xxx/thirdparty/index.html and are made a part of and incorporated by reference into this XXXX. By accepting this XXXX, You are also accepting the additional terms and conditions, if any, set forth therein.

  • Company Software “Company Software” shall mean any software (including software development tools and software embedded in hardware devices, and all updates, upgrades, releases, enhancements and bug fixes) owned, developed (or currently being developed), used, marketed, distributed, licensed or sold by an Acquired Corporation at any time (other than non-customized third-party software that is not incorporated into any Company Product and is licensed to an Acquired Corporation solely in object code form and solely for internal use on a non-exclusive basis).

  • Company Products Section 2.7(c) of the Company Disclosure Letter sets forth a list (by name and version number) of all products, software or service offerings of the Company or any of its Subsidiaries (collectively, “Company Products”) that are currently being sold, distributed, provided or otherwise disposed of, or which the Company or any of its Subsidiaries currently supports or is obligated to support or maintain, or any products or services under development which the Company intends to make commercially available within 12 months of the date hereof.

  • License for Use of Software and Other Intellectual Property Unless expressly prohibited by the licensor thereof or any provision of applicable law, if any, the Borrower hereby grants to the Administrative Agent on behalf of the Secured Parties a limited license to use, without charge, the Borrower’s and the Servicer’s computer programs, software, printouts and other computer materials, technical knowledge or processes, data bases, materials, trademarks, registered trademarks, trademark applications, service marks, registered service marks, service xxxx applications, patents, patent applications, trade names, rights of use of any name, labels, fictitious names, inventions, designs, trade secrets, goodwill, registrations, copyrights, copyright applications, permits, licenses, franchises, customer lists, credit files, correspondence, and advertising materials or any property of a similar nature, as it pertains to the Borrower Collateral, or any rights to any of the foregoing, only as reasonably required in connection with the collection of the Transferred Receivables and the advertising for sale, and selling any of the Borrower Collateral, or exercising of any other remedies hereto, and the Borrower agrees that its rights under all licenses and franchise agreements shall inure to the Administrative Agent’s benefit (on behalf of the Secured Parties) for purposes of the license granted herein. Except upon the occurrence and during the continuation of a Termination Event, the Administrative Agent and the Lenders agree not to use any such license without giving the Borrower prior written notice.

  • Proprietary Software Depending upon the products and services You elect to access through Electronic Access, You may be provided software owned by BNY Mellon or licensed to BNY Mellon by a BNY Mellon Supplier (“Proprietary Software”). You are granted a limited, non-exclusive, non-transferable license to install the Proprietary Software on Your authorized computer system (including mobile devices registered with BNY Mellon) and to use the Proprietary Software solely for Your own internal purposes in connection with Electronic Access and solely for the purposes for which it is provided to You. You and Your Users may make copies of the Proprietary Software for backup purposes only, provided all copyright and other proprietary information included in the original copy of the Proprietary Software are reproduced in or on such backup copies. You shall not reverse engineer, disassemble, decompile or attempt to determine the source code for, any Proprietary Software. Any attempt to circumvent or penetrate security of Electronic Access is strictly prohibited.

  • Computer Systems (a) The Computer Systems adequately meet the data processing and other computing needs of the Business as presently conducted. The Computer Systems function, operate, process and compute in accordance with all Applicable Laws, industry standards and trade practices. The Computer Systems operate and perform in all material respects in accordance with their documentation and functional specifications. The Computer Systems have not materially malfunctioned or failed within the past three years.

Time is Money Join Law Insider Premium to draft better contracts faster.