SOURCE PROGRAMS AND TECHNICAL DOCUMENTATION Sample Clauses

SOURCE PROGRAMS AND TECHNICAL DOCUMENTATION. Supplier shall, at Company's request, enter into an Escrow Agreement to safeguard Supplier's Software Specifications and source code as long as Supplier has obligations to Company per this Agreement relevant to said Software. Both parties shall negotiate in good faith such Escrow Agreement to be agreed upon by March 15, 1998. If the parties have not entered into an Escrow Agreement then the following clause shall apply: If Supplier, among other things, becomes insolvent, ceases to carry on business on a regular basis or fails to perform its obligations under the Order, Supplemental Agreement or TCL, and during a period of thirty (30) days thereafter Supplier (or some other financially and technically responsible successor in interest acceptable to Company which assumes in writing Supplier's obligations under the Order, Supplemental Agreement or TCL) does not continue to perform those obligations, then (a) Supplier, or others acting on behalf of Supplier, shall furnish to Company all Software source materials and (b) Supplier will be deemed to have granted to Company a perpetual non-exclusive royalty-free right to Use the Software and the Software Source Materials under the provisions of the Order, Supplemental Agreement or TCL. If Company's use of the Software source materials involves use or copying of copyrighted material or the practice of any invention covered by a patent, Supplier shall not assert the copyright or patent against Company.
Sample 1
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SOURCE PROGRAMS AND TECHNICAL DOCUMENTATION. Supplier shall, at Company’s request, enter into an Escrow Agreement substantially the same in form and substance to the form in Exhibit E to this Agreement to safeguard Supplier’s Software Specifications and source program at any time during the duration of this Agreement. Both parties shall negotiate in good faith such Escrow Agreement. If the parties have not entered into an Escrow Agreement then the following clause shall apply: If Supplier, among other things, [CONFIDENTIAL TREATMENT REQUESTED] /*/ Supplier (or some other financially and technically responsible successor in interest acceptable to Company which assumes in writing Supplier’s obligations under the Agreement) -, then (a) Supplier, or others acting on behalf of Supplier, shall furnish to Company [CONFIDENTIAL TREATMENT REQUESTED] /*/ and (b) Supplier will be deemed to have granted to Company [CONFIDENTIAL TREATMENT REQUESTED] /*/. All materials received will be deemed Confidential and Company will use the same care as it does with its Confidential Material. [CONFIDENTIAL TREATMENT REQUESTED] /*/. Company will return [CONFIDENTIAL TREATMENT REQUESTED] /*/ as soon as Supplier is in compliance. Supplier may use 3rd party software and cannot guarantee that said 3rd party will agree to grant a [CONFIDENTIAL TREATMENT REQUESTED] /*/.
Sample 1
SOURCE PROGRAMS AND TECHNICAL DOCUMENTATION. 30.1 Supplier shall, at Company's request, enter into an Escrow Agreement using the format defined in Attachment E to safeguard Software Specifications or Supplier Specifications for Software, as applicable, and source program at any time during the duration of this Agreement. Both parties shall negotiate in good faith such Escrow Agreement in which Supplier shall agree to deposit, with a third party escrow agent of Supplier's choice, the Software Source Material and sufficient documentation to support the Software as described on Attachment E. Supplier shall update the deposit for each major release of Software but not less than annually.
Sample 1
SOURCE PROGRAMS AND TECHNICAL DOCUMENTATION. In the event that Ericsson commits an act of bankruptcy or defaults in performance of its obligation to furnish, maintain, modify or correct the most current version of the Software provided to ITC under this Agreement, Ericsson agrees to furnish to ITC all source programs, Related Documentation and other information ("Software Source Materials") required for maintenance, modification or correction of such Software. Should ITC's use of the Software Source Materials require the use of any invention covered by a United States patent held by Ericsson, Ericsson agrees not to assert such patent against ITC for the use of the Software Source Materials provided to ITC. ITC's use of the Software Source Materials shall be limited to such use described in the section entitled "RIGHTS IN SOFTWARE" and to -------------------------------------------------------------------------------- Software previously purchased from Ericsson. ITC shall not license any of the Software Source Materials to any third party. ITC agrees that the Software Source Materials are Ericsson's Proprietary Information.
Sample 1
SOURCE PROGRAMS AND TECHNICAL DOCUMENTATION. Within sixty (60) days of the Effective Date of this Agreement, Notify and AT&T shall enter into a source code escrow agreement with DSI, Fort Xxxx, or other mutually AT&T Proprietary Page 15 of 27 Use pursuant to AT&T instructions agreeable third party escrow agent ("Escrow Agreement"), pursuant to which Notify shall make AT&T a beneficiary of the source code embodying the Software ("Source Code") and Notify shall deposit such Source Code with such escrow agent within such sixty (60) day period. The Escrow Agreement shall govern the maintenance and release of the Source Code and shall include provisions that the Source Code shall be released by the escrow agent to AT&T in the event that Notify, among other things, becomes insolvent, ceases to carry on business on a regular basis or fails to perform its obligations under this Agreement or is subject to a formal bankruptcy, insolvency or liquidation proceeding (whether voluntary or involuntary) which is not dismissed within sixty (60) days of filing of such proceeding. With respect to such Source Code, Notify hereby grants to AT&T a non-exclusive, non-transferable, non-sub-licensable and restricted license only in the Territory to use the Source Code strictly for the purposes of performing error correction or fixes to the Software so that the Software functions as described within the applicable Documentation, provided however that such license shall only be effective and AT&T may only exercise such license right in the event of a release of the Source Code pursuant to the Escrow Agreement. AT&T shall pay for all costs and expenses associated with the establishment, deposit and maintenance of such escrow account. AT&T acknowledges and agrees that it has no ownership or proprietary interest or right in or to such Source Code, and that in the event of a release of the Source Code to AT&T, AT&T shall acquire only the restricted license rights granted under this Article. AT&T acknowledges and agrees that such Source Code is Notify confidential information, shall be held by AT&T under strict obligations of non-disclosure and confidentiality, and that AT&T shall not distribute, sell, sublicense or disclose such Source Code to any third party. Where this Agreement expires or is terminated for any reason, then AT&T's right hereunder to receive or possess the Source Code shall immediately terminate, as shall the Escrow Agreement and all obligations of Notify hereunder respecting such Source Code. If the parties have...
Sample 1
SOURCE PROGRAMS AND TECHNICAL DOCUMENTATION. Sycamore shall, at Sprint’s request, enter into an Escrow Agreement to safeguard Sycamore’s Software Specifications and source program at any time during the duration of this Exhibit. Both parties shall negotiate in good faith such Escrow Agreement under this Exhibit. In the absence of such Escrow Agreement, there will be no transfer of source code.
Sample 1

Related to SOURCE PROGRAMS AND TECHNICAL DOCUMENTATION

  • Technical Documentation Prior to commencement of the Tests on Completion, the Contractor shall supply to the Engineer the technical documentation as specified in the Employer’s Requirements. The Works or Section shall not be considered to be completed for the purposes of taking- over under sub-clause 10.1 [Taking Over of the Works and Sections] until the Engineer has received the technical documentation as defined in this sub-clause 5.7, the "history file" including design calculations and certain certification as well as any other documents required to meet the CE Marking requirements.

  • Software and Documentation Licensee may make as many copies of the Software necessary for it to use the Software as licensed. Each copy of the Software made by Licensee must contain the same copyright and other notices that appear on the original copy. Licensee will not modify the Documentation. Documentation may: (a) only be used to support Licensee’s use of the Software; (b) not be republished or redistributed to any unauthorized third party; and (c) not be distributed or used to conduct training for which Licensee, or any other party, receives a fee. Licensee will not copy any system schema reference document related to the Software.

  • Licensed Documentation If commercially available, Licensee shall have the option to require the Contractor to deliver, at Contractor’s expense: (i) one (1) hard copy and one (1) master electronic copy of the Documentation in a mutually agreeable format; (ii) based on hard copy instructions for access by downloading from the Internet

  • Medical Documentation The teacher must supply a letter from a medical 3 doctor, who treated the patient, stating that in his/her opinion, there is a strong 4 probability that the illness was contracted at school.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you.

  • Antivirus software All workstations, laptops and other systems that process and/or store PHI COUNTY discloses to CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of COUNTY must have installed and actively use comprehensive anti-virus software solution with automatic updates scheduled at least daily.

  • Product Documentation You should review the policy documents carefully to ensure they accurately reflect the cover, conditions, limits and other terms that you require. Particular attention should be paid to policy conditions and warranties as failure to comply with these could invalidate your policy. Claims can arise, under certain types of insurance contract, long after the expiry of the policy. It is therefore important that you retain and keep safely all documents associated with your policy.

  • Licensed Software Computer program(s) provided by Contractor in connection with the Deliverables, subject to Section 14 of this Contract.

  • Source Documentation Accounting records must be supported by such source documentation as canceled checks, bank statements, invoices, paid bills, donor letters, time and attendance records, activity reports, travel reports, contractual and consultant agreements, and subaward documentation. All supporting documentation should be clearly identified with the Award and general ledger accounts which are to be charged or credited. (i) The documentation standards for salary charges to grants are prescribed by 2 CFR 200.430, and in the cost principles applicable to the entity’s organization (Paragraphs 7.4 through 7.7). (ii) If records do not meet the standards in 2 CFR 200.430, then Grantor may notify Grantee in PART TWO, PART THREE or Exhibit G of the requirement to submit Personnel activity reports. See 2 CFR 200.430(i)(8). Personnel activity reports shall account on an after-the-fact basis for one hundred percent (100%) of the employee's actual time, separately indicating the time spent on the grant, other grants or projects, vacation or sick leave, and administrative time, if applicable. The reports must be signed by the employee, approved by the appropriate official, and coincide with a pay period. These time records should be used to record the distribution of salary costs to the appropriate accounts no less frequently than quarterly. (iii) Formal agreements with independent contractors, such as consultants, must include a description of the services to be performed, the period of performance, the fee and method of payment, an itemization of travel and other costs which are chargeable to the agreement, and the signatures of both the contractor and an appropriate official of Grantee. (iv) If third party in-kind (non-cash) contributions are used for Grant purposes, the valuation of these contributions must be supported with adequate documentation.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

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