Software and Proprietary Rights. 13.1 PATHNET SOFTWARE PathNet retains all right, title and interest in and to PathNet Software. As of the Effective Date and pursuant to the PathNet Sublicense Agreement attached hereto as SCHEDULE N, Incumbent is granted a nonexclusive sublicense to use PathNet Software for the sole purpose of receiving the services pursuant to this Agreement. PathNet Software will be made available to Incumbent in such form and on such media as exists on the Effective Date, together with existing documentation and any other related materials. Incumbent shall not be permitted to use PathNet Software for the benefit of any entities other than PathNet without the prior written consent which may be withheld at PathNet's sole discretion. Except as otherwise requested or approved by PathNet, Incumbent shall cease all use of PathNet Software upon expiration of this Agreement.
13.2 PROPRIETARY RIGHTS Incumbent acknowledges and agrees that all or portions of the information and materials, including but not limited to the PathNet Software and related documentation to be supplied by PathNet hereunder are owned by PathNet and/or others and are proprietary in nature. Incumbent also acknowledges and agrees that PathNet and/or its suppliers have and will retain all proprietary rights in such information and materials. Incumbent (i) shall respect such claim of proprietary right, (ii) shall protect such information at least to the extent that it protects its own proprietary information, (iii) shall not use such information except for the purposes for which its is being made available as set forth in this Agreement and (iv) shall not reproduce, print, disclose, or otherwise make said information available to any third party, in whole or in part, in whatever form.
Software and Proprietary Rights. This Article 7 addresses the Parties' respective rights in Software and related materials. Grant by Empire to IBM of a license to Use or of rights of Use pursuant to this Article 7 shall be deemed to include, subject to the other provisions of this Agreement, grant of such license or rights to IBM's subcontractors (subject to Section 10.5). Subject to Section 16.4(b), Software made available by Empire to IBM is made available on an "as is, where is" basis, with no warranties whatsoever.
Software and Proprietary Rights. In the event CreditComm shall directly access AMEX's Cardmember database in order to perform its obligation hereunder, AMEX hereby grants to CreditComm solely for the purpose of providing the Service described herein, a non-exclusive, non-transferable right to have access to and (1) operate (a) the AMEX Cardmember information proprietary software operated by AMEX prior to the Effective Date (or on an interim basis, AMEX will provide CreditComm with a supplementary method of identification of Cardmember information), and (b) to the extent agreed upon by the parties, any AMEX Cardmember information proprietary software acquired or developed by AMEX, or on behalf of AMEX, in AMEX's name after the execution of this Agreement for use in connection with the Services ((a) and (b) collectively, the "AMEX Proprietary Software"), (2) operate (i) the software licensed or leased by AMEX from a third party which was operated by AMEX prior to the date of execution of this Agreement, and (ii) to the extent agreed upon by the parties, any software licensed or leased by AMEX from a third party after the execution of this Agreement ((i) and (ii) collectively, the "AMEX Third Party Software"), and (3) use any related documentation in AMEX's possession on or after the date of execution of this Agreement (the "Documentation"). The AMEX Proprietary Software, the AMEX Third Party Software and the Documentation shall be collectively referred to as the "AMEX Software". As part of the Service, CreditComm shall pay all license and maintenance fees for AMEX Third Party Software that CreditComm elects to use to perform the Service. CreditComm shall notify AMEX in advance in writing if it determines not to pay such license and maintenance fees. In the event that CreditComm desires to use other comparable and compatible third party software and AMEX insists that CreditComm use AMEX Third Party Software, AMEX shall pay the license and maintenance fees for such AMEX Third Party Software. Upon expiration of this Agreement or termination of this Agreement for any reason, the rights granted to CreditComm in this Section shall terminate and immediately revert to AMEX and CreditComm shall deliver to AMEX, at no cost to AMEX, a current copy of all of the AMEX Software in the form in use as of the date of such expiration or termination and CreditComm shall destroy or erase all other copies of the AMEX software in its possession.
(a) For purposes of billing, preauthorization, authorization, enrol...
Software and Proprietary Rights. All software supplied is proprietary to Forcepoint and/or its licensors. Use of the software is subject to the terms of the applicable end user agreement. Forcepoint, its licensors or suppliers retain all proprietary rights in and to any Hardware sold.
Software and Proprietary Rights. (a) Schedule 1.01(a) is a true, correct, and complete listing of the Software. Except as set forth in Schedule 2.06 (a) [attached hereto and made a part hereof, there are no material errors, malfunctions, and/or defects in the Software, and there are no uses of the Software or any portion thereof by any third party.
(b) Schedule 1.01(b) lists all Proprietary Rights owned by Seller and used in the operation of the business of the Divisions. Schedule 2.06(b) lists (i) all licenses and agreements under which Seller, with respect to the business of the Divisions, has given the right to use any of the Software and the Proprietary Rights and (ii) all licenses and agreements under which Seller has the right to use any third party’s similar type of property in connection with the business of the Divisions.
(c) No proceedings have been instituted or are pending or, to the best of Seller’s knowledge, threatened which challenge the validity of the ownership or use by Seller of the Proprietary Rights or any third party’s similar type of property.
(d) Seller has no knowledge of the infringing use or activity, including misappropriation, dilution, impairment, or actions which constitute unfair competition, with respect to any Software and Proprietary Rights or the infringement of any of such Software and Proprietary Rights by any other person, and Seller owns (or possesses adequate and enforceable licenses or other rights to use) all Software and Proprietary Rights now used in the operations of its business of the Divisions, and Seller has not received any notice of conflict with the asserted rights of others with respect to the Software and the Proprietary Rights.
(e) Seller is the sole and exclusive owner of all right, title and interest in and to, and has the right and authority to use, each of the Software and the Proprietary Rights in connection with the operations of the business of the Divisions in the manner presently conducted, and to convey such right, title, interest and authority free and clear of all Liens. Except as set forth on Schedule 2.06(e), there are no royalties, fees, or payments payable by or on behalf of Seller to any person or entity with respect to any Software or Proprietary Right.
(f) Seller has not, given any indemnification against, or has agreed to defend claims for, infringement with respect to the Software and Proprietary Rights.
Software and Proprietary Rights. All software supplied is proprietary to ZIS and/or its licensors. Use of the software is subject to the terms of the applicable end user agreement.
Software and Proprietary Rights. 7
9.1 Intellectual Property Rights Existing at the Effective Date 7
9.2 CCCERA Software and CCCERA Material. 7 9.3 Contractor Software and Contractor Material. 8
Software and Proprietary Rights. 25 13.0 MUTUAL REPRESENTATIONS AND WARRANTIES; DISCLAIMERS..................28 14.0 LAWS AND REGULATIONS................................................30 15.0
Software and Proprietary Rights. 9.1 Intellectual Property Rights Existing at the Signature Date
9.2 Textron Software and Textron Material 9.3 CSC Software and CSC Material 9.4 Third Party Software
Software and Proprietary Rights. 9.1 Intellectual Property Rights Existing at the Signature Date This Agreement shall not be deemed to assign to any Party any Intellectual Property Rights existing at the Signature Date. Neither the existence of this Agreement nor the provision of Services hereunder shall be used as a justification by a Party to contest the other’s ownership of any such Intellectual Property Rights.
