Specially Written Software Clause Samples
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Specially Written Software. The Specially Written Software shall consist of any programs, codes and software written by or on behalf of the SERVICE PROVIDER for use by the SERVICE PROVIDER specifically in the provision of the Ordered Software Application Solutions (including any modifications or enhancements made to such software during the Term) and including the following items: [*** insert all details in this table ***] Software Supplier (if Affiliate of the SERVICE PROVIDER) Purpose To be deposited in Escrow? [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] The SERVICE PROVIDER will develop Software to meet the SERVICE PROVIDER’s requirements. The following components will be modified to create the Specially Written Software: [*** insert all details ***] The SERVICE PROVIDER Software comprises the following items: [*** insert all details in this table ***] Software Supplier (if Affiliate of the SERVICE PROVIDER) Purpose [Number of Licences] [Restrictions] [Number of Copies] [Other] To be deposited in Escrow? [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] The Third Party Software shall [*** include ***] [*** consist of ***] the following items, including any Open Source Ordered Software: [*** insert all details in this table ***] Third Party Software Supplier Purpose [Number of Licences] [Restrictions] Number of Copies] [Other] To be deposited in Escrow? [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [*** insert licence terms ***] [*** insert licence terms ***] SCHEDULE 2-18 NOT USED SCHEDULE 2-19 INSURANCES This Schedule contains the list of insurances to be maintained by the SERVICE PROVIDER. The SERVICE PROVIDER shall: maintain these insurances with a reputable insurance company on terms that are as favourable to those generally available to a prudent service provider in respect of risks insured in the international insurance market; and not cancel these insurances or make any material change to them without the express written consent of the CUSTOMER. The SERVICE PROVIDER shall procure that nothing is done which would entitle the relevant insurer to cancel, rescind or suspend any insurance or cover, or to treat any insurance, cover or claim as avoided in whole or part. The SERVICE PROVIDER shall use reasonable endeavours to notify the CUSTOMER (subject to third party confidentiality obligations) as soon as practicable when it becomes aware of any relevant ...
Specially Written Software. The Specially Written Software shall include any programs, codes and software written by or on behalf of the Supplier for use by the Supplier specifically in the provision of the Services (including any modifications or enhancements made to such software during the term of this Agreement) and including (but not limited to) the following types of items:
Specially Written Software. The Supplier assigns (by present assignment of future rights to take effect immediately on it coming into existence) to the Buyer with full guarantee (or shall procure assignment to the Buyer), title to and all rights and interest in the Specially Written Software together with and including:
Specially Written Software. 2.1 The Specially Written Software includes: Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted Redacted
Specially Written Software. 2.1. The Specially Written Software shall consist of any programs, codes and software written by or on behalf of the SERVICE PROVIDER for use by the SERVICE PROVIDER specifically in the provision of the Ordered Software Application Solutions (including any modifications or enhancements made to such software during the Term) and including the following items: Software Supplier (if Affiliate of the SERVICE PROVIDER) Purpose To be deposited in Escrow? [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***]
2.2. The SERVICE PROVIDER will develop Software to meet the SERVICE PROVIDER’s requirements. The following components will be modified to create the Specially Written Software: [*** insert all details ***]
Specially Written Software. The Contractor may also argue that it has not recouped all of its investment costs in the IPRs it has developed for the Authority and therefore should not pay for the licence. The Authority will want to consider the extent to which the Contractor will be able to recoup its capital if it was permitted to commercially exploit the IPRs and, therefore, whether some payment to the Authority is justified.]
Specially Written Software. The CONTRACTOR shall make available to the REPLACEMENT CONTRACTOR at the time or times set out in the Detailed Transition Plan (or as otherwise agreed in writing by the Parties) the source code and object code held by the CONTRACTOR in respect of the Specially Written Software and all documentation relating thereto (as identified in the Detailed Transition Plan).
Specially Written Software. 2.1.1 The Authority may require ownership of the Specially Written Software to have complete control over how that software may be used or developed. This point should be carefully considered in view of the general principle that IPR should reside with the party who is best able to exploit it. Given that the Specially Written Software may be proprietary to the project (i.e. it is either not suitable or appropriate for wider commercial use) it may be that the Authority is the party best able to exploit the IPRs.
2.1.2 If the IPRs are not assigned to the Authority, clause 35 of the Agreement covers the grant of licence by the Contractor to the Authority in the Specially Written Software. The grant of a licence is to be on Enhanced Licence Terms which should be specified in the schedule.
Specially Written Software. 2.1 The Specially Written Software includes:
Specially Written Software. 4.11.1 Specially Written Software shall be any newly-created software (excluding any modifications or enhancements to the CONTRACTOR Software, CONTRACTOR Third Party Software or AUTHORITY Third Party Software) which is:
4.11.1. 1 requested by the AUTHORITY and which is, following agreement in accordance with the Change Control Procedures, developed by or on behalf of the CONTRACTOR during the term of this Agreement for the provision of the Services; or