Software and Information Technology Clause Samples
The "Software and Information Technology" clause defines the terms and conditions governing the use, licensing, and management of software and IT systems within an agreement. It typically outlines the rights and restrictions related to software access, intellectual property ownership, permitted uses, and responsibilities for maintenance or support. For example, it may specify whether the client receives a license to use certain software, who is responsible for updates, or how data security is handled. This clause ensures both parties understand their obligations and rights regarding technology assets, reducing the risk of disputes over software usage or IT responsibilities.
Software and Information Technology. (a) The Software that is owned or currently used or held by each member of the Company Group is either: (i) owned by such member of the Company Group (under copyright and/or other intellectual property law including, to the extent not publicly registered, as a Trade Secret); (ii) currently in the public domain or otherwise available to such member of the Company Group without the license, lease or consent of any Person; or (iii) used under rights granted to such member of the Company Group pursuant to an agreement or license that are sufficient in all material respects. Each member of the Company Group possesses or controls the Source Code for all Software owned by such member of the Company Group. Other than any Source Code described in Section 3.15(a) of the Disclosure Schedule as having been disclosed in a public copyright registration, no member of the Company Group has disclosed the Source Code to any Software owned by any member of the Company Group to any Person who is not an authorized employee or independent contractor of any member of the Company Group that is obligated to confidentiality and non-disclosure as set forth herein or who is not a third party Software development service provider with whom such member of the Company Group has a written agreement containing such obligations. No Software owned by any member of the Company Group is subject to any Copyleft License, or any other obligation that would require such member of the Company Group to divulge to any Person any Source Code of any Software owned by such member of the Company Group. No event has occurred, and no circumstance or condition exists, that (whether with or without the passage of time, the giving of notice or both) will, or would reasonably be expected to, result in a requirement that any such Source Code be disclosed, licensed, released, distributed, escrowed or made available to or for, or any other grant of any right be made with respect thereto, any other Person.
(b) Each member of the Company Group uses commercially reasonable practices that are designed to: (i) identify Open Source Materials used by such member of the Company Group, internally or as part of any Software included in the Company Services and Products (including the manner of use(s) of such software by such member of the Company Group, whether such software has been modified, and the applicable Open Source License for each such item of software); and (ii) avoid the unintended release or required release ...
Software and Information Technology. (i) Each Member of the Company Group is in material compliance with the terms under which such Member of the Company Group has licensed any Open Source Software.
(ii) No litigation is pending or, to the Knowledge of the Company Group, has been threatened against any Member of the Company Group which challenges the legality, validity, enforceability or ownership of any license, sublicense or other Contract covering or relating to any software used by any Member of the Company Group.
(iii) Each Member of the Company Group has sufficient rights to use all software, information technology equipment, databases, websites, content, social media accounts, e-commerce platforms and associated documentation used or held for use in connection with the operation of such Member of the Company Group as presently conducted and as proposed to be conducted under an Active Government Contract or Active Government Bid (the “IT Assets”), all of which rights shall survive unchanged immediately following the consummation and performance of the transactions contemplated hereby. The IT Assets are sufficient to conduct the Business as currently conducted and as proposed to be conducted under an Active Government Contract or Active Government Bid. Each Member of the Company Group has reasonable written agreements in place with respect to the third party owners and operators of all data centers which provide material services to such Member of the Company Group.
Software and Information Technology. (a) Seller does not own or use any proprietary, custom or internally developed Software.
(b) No Software owned or used by Seller or the Business contains, and Seller has taken reasonable precautions to prevent the presence of, any malicious code, program, or other internal component (e.g., computer virus, computer worm, computer time bomb, or similar component) that would damage, destroy, or alter the Software or databases (including any content therein) or other Software, firmware, or hardware used by Seller or Seller’s customers, or that could, in any unintended manner, reveal, damage, destroy, or alter any data or other information accessed through or processed by the Software. (c) Seller is not, and to Seller’s Knowledge no other party is, in breach or default under any Assigned Contracts, license, sublicense or other contract covering or relating to the Software and has not performed any act or omitted to perform any act which, with notice or lapse of time or both, will become or result in a violation, breach or default thereunder. No litigation is pending or, to Seller’s Knowledge, has been threatened against Seller which challenges the legality, validity, enforceability or ownership of any license, sublicense or other contract covering or relating to any Software.
Software and Information Technology. Since January 1, 2004, the Company has complied in all material respects with all license agreements relating to all software programs used by the Company, and the Company has obtained the appropriate number of licenses for their proper use. Except for (x) any Licensed Intellectual Property and (y) commonly available software licensed in the ordinary course of business, there are no fixed or contingent amounts payable by the Company to any Person for any software used by the Company. To the Knowledge of the Seller, there are no defects in any material software used by the Company that would prevent such software from performing its intended functions. The Company has taken commercially reasonable steps (i) to protect its interests in the software used or held for use by the Company and (ii) to protect all information technology systems and equipment used or held for use by the Company from loss (including data corruption), misuse or unauthorized access. Since January 1, 2004, the Company has not, with respect to its software and computer systems, experienced any loss (including data corruption), misuse or unauthorized access.
Software and Information Technology. (a) Section 4.13(a) of the Company Disclosure Letter sets forth a true, correct and complete list, for each item of Company Software, of all Open Source Software that (i) is incorporated in or bundled with such Company Software, or from which any portion of such Company Software is derived, or (ii) is used in connection with the development of such Company Software. Section 4.13(a) of the Company Disclosure Letter also lists, for each such item of Open Source Software, the agreement under which such item is licensed to Company. Company is in compliance with the terms under which Company has licensed any Open Source Software. Company’s use of Open Source Software has not had the effect and, to the extent Surviving Corporation continues to use the Open Source Software consistent with the Ordinary Course of Business following the Merger, will not, immediately following the Merger, have the effect of requiring any Company Software, or any portions thereof, modifications thereto or derivative works thereof, to be (A) disclosed or distributed in source code form to any third party (including making the source code publicly available), (B) licensed to third parties for the purpose of making derivative works or redistributing such Company Software, or (C) licensed or otherwise distributed to third parties at no charge.
(b) Except as set forth on Section 4.13(b) of the Company Disclosure Letter, all right, title and interest in and to the Company Software is (and immediately after giving effect to the Merger, will be) owned by Company free and clear of all Liens (other than Permitted Liens), and, to Company’s Knowledge, no other party other than Company, including any employee or independent contractor utilized by Company in the development of such Company Software, has any interest in the Company Software, including any security interest, license, contingent interest or otherwise, except for licenses granted in the Ordinary Course of Business.
(c) Company has taken reasonable measures to protect, preserve and maintain the secrecy and confidentiality of, and has not disclosed the source code for, the Company Software or any other confidential material or trade secret pertaining to the Company Software to any third party. No source code (or any aspect or portion thereof) for any Company Software has been provided to any escrow agent or other third party. (d) Company has not received any written communication from any third party indicating that the Company Software,...
Software and Information Technology. (a) Seller does not own or use any proprietary, custom or internally developed Software.
(b) To Seller’s Knowledge, no Software owned or used by Seller or the Business contains, and Seller has taken reasonable precautions to prevent the presence of, any malicious code, program, or other internal component (e.g., computer virus, computer worm, computer time bomb, or similar component) that would damage, destroy, or alter the Software or databases (including any content therein) or other Software, firmware, or hardware used by Seller or Seller’s customers, or that could, in any unintended manner, reveal, damage, destroy, or alter any data or other information accessed through or processed by the Software.
(c) Seller is not, and to Seller’s Knowledge no other party is, in breach or default under any Assigned Contracts, license, sublicense or other contract covering or relating to the Software and has not performed any act or omitted to perform any act which, with notice or lapse of time or both, will become or result in a violation, breach or default thereunder. No litigation is pending or, to Seller’s Knowledge, has been threatened against Seller which challenges the legality, validity, enforceability or ownership of any license, sublicense or other contract covering or relating to any Software.
(d) Seller has sufficient rights to use all Software, information technology equipment, databases, websites, content, e-commerce platforms, Software as a service and associated documentation used or held for use in connection with the operation of the Business as presently conducted (the “IT Assets”), all of which rights are included in the Purchased Assets and will survive unchanged after the consummation of the transactions contemplated hereby. The IT Assets are sufficient to conduct the Business as currently conducted and presently proposed to be conducted without material malfunction or failure. The IT Assets have not materially malfunctioned or failed and, to the Knowledge of Seller, do not contain any viruses, bugs, faults or other devices or effects that (i) enable or assist any Person to access without authorization the IT Assets, or (ii) otherwise significantly adversely affect the functionality of the IT Assets, except as disclosed in their documentation. Seller uses commercially reasonable efforts to secure and protect the IT Assets. To Seller’s Knowledge, no Person has gained unauthorized access to any IT Assets. Seller has implemented reasonable business...