Software Source Code Sample Clauses
Software Source Code. The Corporation has not disclosed, delivered, licensed or made available to any Person or agreed or obligated itself to disclose, deliver, license or make available to any Person, or permitted the disclosure or delivery to any escrow agent or other Person of, any Company Source Code, other than disclosures to employees and consultants involved in the development of Company Products under binding written agreements that prohibit use or disclosure except in the performance of services for the Corporation. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, result in the disclosure, delivery or license by the Corporation of any Company Source Code, other than disclosures to employees and consultants involved in the development of Company Products under binding written agreements that prohibit use or disclosure except in the performance of services for the Corporation. Without limiting the foregoing, neither the execution of this Agreement nor any of the transactions contemplated by this Agreement will result in a release from escrow or other delivery to any other Person of any Company Source Code; provided that the foregoing representations and warranties shall not be deemed breached by the operation of any Contract either (i) to which Purchaser or any of its Affiliates is a party prior to the Closing or (ii) that is entered into after the Closing. The software used by the Corporation in the provision of any Company Product: (i) has sufficiently documented source code enabling a reasonably skilled software developer to understand, modify, compile and otherwise utilize the related technology; and (ii) does not contain any disabling mechanisms or protection features which are designed to disrupt, disable, harm or otherwise impede in any manner the operation of, or provide unauthorized access to, a computer system or network or other device on which Company Product software is stored or installed or damage or destroy any data or file without the user’s consent. The Corporation has implemented procedures consistent with standard industry practices to ensure that each Company Product and any software included in the Company Owned Intellectual Property are free from viruses, disabling or other malicious codes. The Company Products and the software included in the Company Owned Intellectual Property do not contain any errors or bugs that adversely affect, or...
Software Source Code. 25.1 Seller agrees that it will at all times maintain a complete package of source code or programs, statements, and software documentation (the "Documentation Package") corresponding to the software which AT&T does not have in its possession. Seller further agrees to maintain the aforementioned source programs, statements, and documentation current by updating the Documentation Package to include any modifications, improvements, enhancements or replacement programs within [*] after their availability.
25.2 In the event that Seller ceases to carry on business on a regular basis, or fails or is unable to maintain any software licensed under this Agreement for any reason for a period of [*], Seller will deliver the Documentation Package(s) to AT&T. Delivery of the deposited materials will be made to AT&T after written request by AT&T, stating the grounds upon which the request is made. Once the deposited materials have been delivered to AT&T, AT&T will have the non-exclusive right to use the materials, [*], to maintain the software and software documentation for its present customer base. If Seller disagrees with AT&T's determination that the Documentation Package should be delivered, the matter will be submitted for dispute resolution in accordance with Section 9.7 of the Purchase and Sale Agreement, provided; however, that (a) the "Senior Executives" identified in Section 9.7(b) will be senior members of the Seller's OEM sales business, and the Buyer's supply line management or purchasing organizations; (b) the time period specified in Section 9.7(c) will apply; and (c) the parties shall request hearing pursuant to the AAA's rules for expedited hearing.
25.3 In the event that AT&T reasonably believes that Seller will either cease carrying on business on a regular basis, or fail to provide software support as required by this Agreement, then AT&T may request, and Seller will agree, to negotiate in good faith the terms of an escrow agreement governing the Documentation Package(s).
Software Source Code. 4.2.1 Subject to compliance by the Customer with the terms hereof, Softsense hereby grants to the Customer, a non-exclusive, nontransferable and non-assignable (except as permitted by Section 19) limited license in the source code versions of the Software, all protocols regarding Software and Equipment not otherwise provided to Customer pursuant to this Agreement and all associated documentation (collectively, the "Source Code"), for the purposes of supporting customer's internal use of the Software licensed to Customer under Paragraph 4.1.1 hereof under those circumstances where Customer would be entitled to receive copies of the Source Code versions of the Software and all associated documentation. Nothing in the limited license granted in this Paragraph 4.1.5 shall entitle Customer to make copies of the Software other than as may be permitted under the terms of this Agreement without paying the appropriate license fee to Softsense or to its successors or assigns. Customer shall be entitled to receive a copy of the Source Code version of each Software program then currently licensed and installed at Licensed Sites and at its office location(s) (along with any protocols and associated documentation) only in the event that Softsense is unable or unwilling to (i) substantially fulfill its obligations under the terms of its warranty set forth in Paragraph 4.4.1 hereof or (ii) substantially fulfill its obligations to provide Software support services under the provisions of Section 6 hereof including, without limitation, Softsense's termination, pursuant to Section 11 hereof, of the Software maintenance and support provisions other than for cause, and fulfillment of such obligations are not available from a successor or assignee of Softsense acceptable to Customer (which acceptance shall be in writing and which acceptance shall not be unreasonably withheld) under terms and conditions substantially the same as set forth herein as pertains to the fulfillment of such obligations. Upon receipt of the Source Code version of any Software program, Customer agrees to protect same in accordance with the provisions of Section 8 hereof, specifically taking such action as may be reasonably required to preserve the confidential and trade secret nature of any Source Code.
4.2.2 Until such time as Customer shall become entitled to receive the Source code version of any or all Software licensed and installed at a Licensed Site or at Customer's office location(s), as applicab...
Software Source Code a) Sabre shall xxxx the Software Source Code as confidential before delivery to TRX, and TRX shall take reasonable step to properly xxxx or otherwise appropriately identify that all copies made thereof as Sabre Highly Confidential Information before being made available to Authorized Employees and Authorized Contractors hereunder.
b) TRX shall take the same degree of care to prevent the unauthorized use, dissemination, or publication of the Software Source Code as it uses to protect its own confidential information of a like nature, but in no event shall the safeguards for protecting such Software Source Code be less than a reasonably prudent business would exercise under similar circumstances. The TRX shall take prompt and appropriate action to prevent unauthorized use or disclosure of the Software Source Code.
c) TRX shall instruct Authorized Employees and Authorized Contractors not to copy the Software Source Code on their own, and not to disclose the Software Source Code to anyone not authorized to receive it.
d) The Software Source Code shall be handled, used, and stored solely at the TRX development site.
Software Source Code. Neither Seller nor any affiliate of Seller shall use the AQS software source code for the purpose of developing any new products. 9 11.
Software Source Code. The original and underlying code, scripts, algorithms, and program logic developed by the software development provider to create the software.
Software Source Code. Following the Effective Date, Incyte shall upon request by Novartis and in any event no less frequently than every [***] transfer to Novartis any Software Source Code that has not previously been provided to Novartis, including updates and bug fixes to previously provided Software Source Code.
Software Source Code. The Vendor shall provide the source code and documentation for all Vendor-developed software to the City. The City shall provide a structured system to safeguard and provide security for the software source code. The Vendor shall promptly supplement the source code and documentation provided to the City hereunder with all revisions, corrections, enhancements or other changes so that the source code and documentation constitutes a human readable program for the current release of all software.
Software Source Code. Subject to all of the terms and conditions of this Agreement, Spider grants to Intek a nonexclusive, royalty-free, fully paid- up, non-sublicensable (except as permitted under Section 3.8 below), and worldwide license (the "Software Source Code License") to use the source code of the Software:
(i) subject to Section 6.3 for a period of eighteen (18) months following the Effective Date, to prepare minor modifications of the Software (including bug fixes, patches, and interfaces) as permitted under Section 4.1 below; provided, however, that the right under this license to prepare minor modifications of the Software in connection with providing integrated systems or integrating services shall be for a period of twenty (20) years from the Effective Date; and Intek shall be entitled to so much of the Software Source Code as is reasonably necessary for interfacing or linking the Software to, or otherwise working with the Software in support of, an integrated system or otherwise as necessary to support integrating services:
(ii) In the event (but only in the event) of Abandonment of the Software, as defined in Section 3.7 below, for so long as Intek uses the Software in its business of providing the Operational Services, to produce the object code of the Software, to correct errors and otherwise to maintain and support the Software, to host the Software for Intek customers who are customers (or have executed an agreement to become a customer) as of the date of the notice from Intek to Spider that Intek is exercising its rights upon abandonment (an "Abandonment Existing Customer"), and to create derivative works of the Software (but only to the extent necessary to correct errors of any type in the Software, to create new applications whether requested by Intek or an Abandonment Existing Customer, and to modify the Software so that the Software will interoperate with computer hardware, firmware, and third party software (including operating systems) that Intek or an Abandonment Existing Customer may use in relation to the Software from time to time) solely for Intek's own use or use by or with an Abandonment Existing Customer provided further that, in the event (but only in the event) that Spider dissolves its business, is liquidated, or there is an Abandonment under Section 3.7. (ii) or (iii), Intek shall have the right to create any type of derivative work whatsoever.
Software Source Code. The source code for Pixaya UK’s “Survayacam” software product on CD or DVD; and