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. 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.
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.
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. 9.1 Intellectual Property Rights Existing at the Signature Date
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.
Software and Proprietary Rights. 18 9.01 Vendor Software 18 9.02 Changes and Upgrades to Hardware or Software 19 9.03 AMEX Rights 20 9.04 AMEX Marks 20 ARTICLE 10. DATA AND REPORTS 21 10.01 Ownership of AMEX Data 21 10.02 Return of Data 21 ARTICLE 11. CONTINUED PROVISION OF SERVICES. 21 11.01 Disaster Recovery Plan 21 11.02 Force Majeure 22 11.03 Allocation of Resources 24 ARTICLE 12. PAYMENTS TO VENDOR 24 12.01 Fees 24 12.02 Rate Adjustments 24 12.03 Expenses 25 12.04 Rights of Set-Off 25 12.05 Unused Credits 25 12.06 Performance Incentives/Credits 26 ARTICLE 13. PAYMENT SCHEDULE AND INVOICES 26 13.01 Fees 26 13.02 Time of Payment 26 13.03 Fee Dispute 26 ARTICLE 14. DISPUTE RESOLUTION 27 ARTICLE 15. TAXES 28 ARTICLE 16. AUDITS 28 16.01 Processing 29 16.02 Charges 29 ARTICLE 17. CONFIDENTIALITY 30 17.01 General Obligations 30 17.02 Unauthorized Acts 32 17.03 Remedy 32 ARTICLE 18. INSURANCE 33 ARTICLE 19. REPRESENTATION AND WARRANTIES 34 19.01 By AMEX 34 19.02 By Vendor 35 ARTICLE 20. TERMINATION 37 20.01 Termination for Change of Control/Business of Vendor 37 20.02 Termination for Cause 38 20.03 Termination for Insolvency 38 20.04 Other Terminations 39 20.05 No Further Obligations 39 ARTICLE 21. TERMINATION ASSISTANCE 39 ARTICLE 22. EXIT PLAN 41 ARTICLE 23. INDEMNITIES AND DAMAGES 41 23.01 Indemnity by AMEX 41 23.02 Indemnity by Vendor 42 23.03 Indemnification Procedures 43 23.04 Damages 44 23.05 Remedies 45 ARTICLE 24. LOSS OF MATERIALS; UNAUTHORIZED ACTS 45 24.01 Loss of Materials 45 24.02 Unauthorized Acts 46 ARTICLE 25. MISCELLANEOUS PROVISIONS 46 25.01 Assignment and Subcontracting 46 25.02 Notices 47 25.03 Counterparts 49 25.04 Headings/Exhibits 49 25.05 Relationship 49 25.06 Consents, Approvals and Requests 50 25.07 Severability 50 25.08 Waiver 50 25.09 Publicity 50 25.10 Entire Agreement 51 25.11 Amendments 51 25.12 Survival 51 25.13 Third Party Beneficiaries 51 25.14 Governing Law 51 25.15 Covenant of Further Assurances 52 25.16 Construction 52 25.17 Interpretation of Documents 52 LIST OF EXHIBITS Exhibit A Services Exhibit B Performance Standards; Incentives/Credits Exhibit C Security Requirements Exhibit D Migration Plan Exhibit E Compensation Exhibit F Invoices Exhibit G Subcontractors This agreement (the “Agreement”) is dated as of October 25, 1999 (the “Effective Date”), between American Express Travel Related Services Company, Inc., a New York corporation, having its principal place of business at American Express Tower, World Financial Center, Xxx Xxxx, Xxx Xxxx 00000 (“AM...
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.
Software and Proprietary Rights. 12 11.01 Rights in Residuals.................................................................12
Software and Proprietary Rights. (a) Upon the latter of the expiration or termination of this Agreement and the last day of the Termination-Expiration Period, the rights granted to TCS in Section 14 shall immediately terminate and TCS shall:
