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? [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [*** Yes / No ***] The SERVICE PROVIDER will develop Software to meet the CUSTOMERSERVICE PROVIDER’s requirements. The following components will be modified to create the Specially Written Software: [*** insert all details ***] SERVICE PROVIDER SOFTWARE 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? [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] THIRD PARTY SOFTWARE 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? [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] Annex A SERVICE PROVIDER Software [*** insert licence terms ***] Annex B Third Party Software [*** insert licence terms ***] SCHEDULE 2-18 NOT USEDPENSIONS - optional – to be used where a TUPE staff transfer is envisaged as a consequence of the Customer and the Service provider entering into the Contract (including its termination/expiry). PURPOSE AND STRUCTURE OF THIS SCHEDULE This Schedule sets out the pension arrangements for employees whose employment is compulsorily transferred to the SERVICE PROVIDER whether from the CUSTOMER or an Outgoing Service Provider or with effect on and from the Service Commencement Date. This Schedule comprises five parts: Part A contains definitions which apply for the purposes of this Schedule only; Part B contains provisions governing the pensions aspects of any compulsory transfer of any Transferring Pensionable Customer Employee; Part C contains provisions governing the pensions aspects of any compulsory transfer of any Second Generation Fair Deal Employee to the SERVICE PROVIDER from any Outgoing Service Provider; Part D contains provisions governing the resolution of any dispute relating to actuarial calculations required under this Schedule; and Part E contains provisions governing the pensions aspects of the termination of the Ordered Software Application Solutions or any part of them.
Appears in 1 contract
SPECIALLY WRITTEN SOFTWARE. The Specially Written Software shall consist of any programs, codes and software written by or on behalf of the SERVICE PROVIDER Supplier for use by the SERVICE PROVIDER Supplier specifically in the provision of the Ordered Software Application Solutions Goods and Services (including any modifications or enhancements made to such software Specially Written Software during the Contract Term) and including (but not limited to) the following items: [*** insert all details in this table ***] Software Supplier (if Affiliate of the SERVICE PROVIDER) Purpose To be deposited in Escrowescrow? [TBA] [TBA] [TBA*** Yes / No ***] [*** Yes / No ***] [TBA] [TBA] [TBA*** Yes / No ***] [*** Yes / No ***] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [*** Yes / No ***] The SERVICE PROVIDER Supplier will develop the Specially Written Software to meet the CUSTOMERSERVICE PROVIDERCustomer’s requirements. The following components will be modified to create the Specially Written Software: [*** insert all details ***] SERVICE PROVIDER PROJECT SPECIFIC IPR The Project Specific IPR shall consist of any programs, codes and software written by or on behalf of the Supplier for use by the Supplier specifically in the provision of the Goods and Services (including any modifications or enhancements made to such software during the Contract Period) and including the following items: [*** insert all details in this table ***] Software Supplier Purpose To be deposited in escrow? [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] The Supplier will develop Project Specific IPR to meet the Customer’s requirements. The following components will be modified to create the Project Specific IPR: [*** insert all details ***] SUPPLIER SOFTWARE The SERVICE PROVIDER Supplier 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 Escrowescrow? [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA*** Yes / No ***] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA*** Yes / No ***] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] THIRD PARTY SOFTWARE The Third Party Software shall [*** include ***] [*** consist of ***] comprises 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 Escrowescrow? [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA*** Yes / No ***] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] ANNEX A STANDARD LICENCE TERMS SCOPE OF THE LICENCE TERMS This Annex A SERVICE PROVIDER Software [*** insert licence terms ***] Annex B sets out the Standard Licence Terms granted by the Supplier to the Customer in respect of the Supplier’s Software, Third Party Software [*** insert licence terms ***] SCHEDULE 2and Supplier’s Pre-18 NOT USEDPENSIONS - optional – to be used where a TUPE staff transfer is envisaged Existing IPR. The Supplier warrants and represents that the Supplier Software, Third Party Software and the Supplier’s Pre-Existing IPR comprises, as a consequence minimum, the licences granted pursuant to Clause 19.4 and this Annex A of this Schedule 7 (Software and Software Licence Terms) will enable the Customer (and any Replacement Suppliers) all rights necessary to Use and enjoy the benefit of the Customer provided Goods and the Service provider entering into the Contract (including its termination/expiry). PURPOSE AND STRUCTURE OF THIS SCHEDULE This Schedule sets out the pension arrangements for employees whose employment is compulsorily transferred Services to the SERVICE PROVIDER whether from extent set out in this Annex A of this Schedule 7. [Guidance Note: This warranty is required to ensure that the CUSTOMER or an Outgoing Service Provider or with effect on Customer receives the benefit of all licences it needs to use the Goods and from the Service Commencement DateServices. This Schedule warranty may be adjusted if the Supplier's Solutions comprises five parts: Part A contains definitions which apply of a different combination of software components than we have assumed for the purposes of this Schedule only; Part B contains provisions governing procurement.] LICENCE TERMS Each licence granted under the pensions aspects Standard Licence Terms pursuant to Clause 19.4 (Licences Granted by the Supplier) shall be: for the Contract Period, royalty free and non-exclusive and shall allow the Customer to Use the Supplier’s Software, Third Party Software and Supplier’s Pre-Existing IPR (as relevant) for any purpose relating to the Services in furtherance of the Customer’s ability to receive the Goods and Services. for the duration of any compulsory transfer Replacement Services period, and shall allow the Customer to Use the Supplier’s Software, Third Party Software and Supplier’s Pre-Existing IPR to the extent necessary to tender for replacement services and/or effect an orderly transition to a Replacement Supplier. as otherwise anticipated by paragraph 4 below (Termination). The Customer may sub-licence the rights granted to it pursuant to paragraphs 2.1.1 and 2.1.2 to a third party (including for the avoidance of doubt any Replacement Supplier) provided that: such sub-licence only permits such associated body to Use the Supplier’s Software, [Third Party Software and Supplier’s Pre-Existing IPR] for receipt or operation of the Services; and the sub-licence only authorises such third party to Use the Supplier Software, [Third Party Software and Supplier’s Pre-Existing IPR] for the benefit of the Customer. Where so required, the third party shall enter into a confidentiality undertaking with the Customer. The Customer may copy the Supplier’s Software, the Third Party Software and the Supplier’s Pre-Existing IPR (as relevant) in order to create an archival copy and a back‑up copy of it. When copying the Supplier's Software, [Third Party Software and Supplier’s Pre-Existing IPR], the Customer shall include the original machine readable copyright notice, and a label affixed to the media identifying the Software and stating: "This medium contains an authorised copy of copyrighted software which is the property of [insert name of owner]." The Customer may assign, novate or otherwise dispose of its rights and obligations in relation to the licence granted under paragraph 2.1: to any other body (including any private sector body) that substantially performs a similar function to the Customer, at no charge save any necessitated by the usage restrictions associated with this Contract; to any other body that substantially performs the specific functions previously performed by the Customer (the “Successor Body”). For the avoidance of doubt, where the legal status of the Customer changes, the Successor Body shall automatically be granted a licence to Use the Supplier’s Software in accordance with paragraph 2.1.1 at no charge save any necessitated by the usage restrictions associated with this Contract. For the avoidance of doubt, any change in the legal status of the Customer which means that it ceases to be a Contracting Body shall not affect the validity of any Transferring Pensionable licence granted under the Standard Licence Terms or any sublicense granted pursuant to paragraph 2.2. If the Customer Employee; Part C contains provisions governing ceases to be a Contracting Body, the pensions aspects of Standard Licence Terms and any compulsory transfer of sublicense granted pursuant to paragraph 2.2 shall be binding on any Second Generation Fair Deal Employee Successor Body to the SERVICE PROVIDER from any Outgoing Service Provider; Part D contains provisions governing Customer. If a licence under the resolution of any dispute relating Standard Licence Terms is novated pursuant to actuarial calculations required under this Schedule; and Part E contains provisions governing the pensions aspects paragraph 2.4 above or there is a change of the termination Customer's status pursuant to paragraphs 2.4.2 and 2.5 above, (in the remainder of this paragraph both such bodies are referred to as the Ordered Software Application Solutions "Transferee"): the Transferee may only assign, novate or otherwise dispose of its rights and obligations under the Standard Licence Terms (or any part of themit) with the prior written consent (not to be unreasonably withheld or delayed) of the Supplier; and the rights acquired by the Transferee relating to such licence shall not extend beyond those previously enjoyed by the Customer. The Supplier shall provide regular reports to the Customer recording the use of the licences granted pursuant to this Contract including the volumes, timing and trends relating to such licence use and such other detail as the Customer may request from time to time.
Appears in 1 contract
Samples: Cooperation Agreement
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? [TBA] [TBA] [TBA*** Yes / No ***] [*** Yes / No ***] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [*** Yes / No ***] The SERVICE PROVIDER will develop Software to meet the CUSTOMERSERVICE SERVICE PROVIDER’s requirements. The following components will be modified to create the Specially Written Software: [*** insert all details ***] SERVICE PROVIDER SOFTWARE 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? [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA*** Yes / No ***] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA*** Yes / No ***] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] THIRD PARTY SOFTWARE 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? [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA*** Yes / No ***] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] Annex A SERVICE PROVIDER Software [*** insert licence terms ***] Annex B Third Party Software [*** insert licence terms ***] SCHEDULE 2-18 NOT USEDPENSIONS - optional – USED SCHEDULE 2-19 INSURANCES INTRODUCTION This Schedule contains the list of insurances to be used where maintained by the SERVICE PROVIDER. The SERVICE PROVIDER shall: maintain these insurances with a TUPE staff transfer is envisaged reputable insurance company on terms that are as favourable to those generally available to a consequence 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 and the Service provider entering into the Contract (including its termination/expiry)CUSTOMER. PURPOSE AND STRUCTURE OF THIS SCHEDULE This Schedule sets out the pension arrangements for employees whose employment is compulsorily transferred to the The SERVICE PROVIDER whether from 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 or an Outgoing Service Provider or with effect on and from the Service Commencement Date. This Schedule comprises five parts: Part A contains definitions which apply for the purposes of this Schedule only; Part B contains provisions governing the pensions aspects (subject to third party confidentiality obligations) as soon as practicable when it becomes aware of any compulsory transfer of relevant fact, circumstance or matter which has caused, or is reasonably likely to provide grounds to, the relevant insurer to give notice to cancel, rescind, suspend or avoid any Transferring Pensionable Customer Employee; Part C contains provisions governing the pensions aspects of any compulsory transfer of any Second Generation Fair Deal Employee to the SERVICE PROVIDER from any Outgoing Service Provider; Part D contains provisions governing the resolution of any dispute relating to actuarial calculations required under this Schedule; and Part E contains provisions governing the pensions aspects of the termination of the Ordered Software Application Solutions insurance, or any part of themcover or claim under any insurance in whole or in part.
Appears in 1 contract
SPECIALLY WRITTEN SOFTWARE. The Specially Written Software shall consist of any programs, codes and software written by or on behalf of the SERVICE PROVIDER Supplier for use by the SERVICE PROVIDER Supplier specifically in the provision of the Ordered Software Application Solutions Services (including any modifications or enhancements made to such software Specially Written Software during the TermContract Period) and including (but not limited to) the following items: [*** insert all details in this table ***] Software Supplier (if Affiliate of the SERVICE PROVIDER) Purpose To be deposited in Escrowescrow? [TBA] [TBA] [TBA*** Yes / No ***] [*** Yes / No ***] [TBA] [TBA] [TBA*** Yes / No ***] [*** Yes / No ***] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [*** Yes / No ***] The SERVICE PROVIDER Supplier will develop the Specially Written Software to meet the CUSTOMERSERVICE PROVIDERCustomer’s requirements. The following components will be modified to create the Specially Written Software: [*** insert all details ***] SERVICE PROVIDER PROJECT SPECIFIC IPR The Project Specific IPR shall consist of 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 Contract Period) and including the following items: [*** insert all details in this table ***] Software Supplier Purpose To be deposited in escrow? [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] [*** Yes / No ***] The Supplier will develop Project Specific IPR to meet the Customer’s requirements. The following components will be modified to create the Project Specific IPR: [*** insert all details ***] SUPPLIER SOFTWARE The SERVICE PROVIDER Supplier 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 Escrowescrow? [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA*** Yes / No ***] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA*** Yes / No ***] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] THIRD PARTY SOFTWARE The Third Party Software shall [*** include ***] [*** consist of ***] comprises 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 Escrowescrow? [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA*** Yes / No ***] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [TBA] [*** Yes / No ***] Annex A SERVICE PROVIDER CUSTOMER SOFTWARE The Customer Software comprises the following items: [*** insert licence terms all details in this table ***] Software Supplier Purpose ANNEX A STANDARD LICENCE TERMS SCOPE OF THE LICENCE TERMS This Annex B A sets out the Standard Licence Terms granted by the Supplier to the Customer in respect of the Supplier’s Software, Third Party Software [*** insert licence terms ***] SCHEDULE 2and Supplier’s Pre-18 NOT USEDPENSIONS - optional – to be used where a TUPE staff transfer is envisaged Existing IPR. The Supplier warrants and represents that the Supplier Software, Third Party Software and the Supplier’s Pre-Existing IPR comprises, as a consequence of minimum, the Customer licences granted pursuant to Clause 23.4 and the Service provider entering into the Contract (including its termination/expiry). PURPOSE AND STRUCTURE OF THIS SCHEDULE This Schedule sets out the pension arrangements for employees whose employment is compulsorily transferred to the SERVICE PROVIDER whether from the CUSTOMER or an Outgoing Service Provider or with effect on and from the Service Commencement Date. This Schedule comprises five parts: Part this Annex A contains definitions which apply for the purposes of this Schedule only; Part B contains provisions governing 6 (Software and Software Licence Terms) will enable the pensions aspects Customer (and any Replacement Suppliers) all rights necessary to Use and enjoy the benefit of any compulsory transfer of any Transferring Pensionable Customer Employee; Part C contains provisions governing the pensions aspects of any compulsory transfer of any Second Generation Fair Deal Employee provided Services to the SERVICE PROVIDER from any Outgoing Service Provider; Part D contains provisions governing the resolution extent set out in this Annex A of any dispute relating to actuarial calculations required under this Schedule; and Part E contains provisions governing the pensions aspects of the termination of the Ordered Software Application Solutions or any part of themSchedule 6.
Appears in 1 contract
Samples: Cooperation Agreement
