Common use of Third Party Changes Clause in Contracts

Third Party Changes. Subject to the provisions of this Section 9.5, in the event MCI desires to make or to have a third party make software changes to the RMH Equipment, RMH LAN and/or RMH file server, RMH agrees to allow MCI, under RMH’s supervision, to install or to have installed at the RMH Centers all such software changes, provided such changes do not invalidate any warranties on the RMH Equipment. MCI’s right to such changes is subject to RMH’s consent, which shall not be unreasonably withheld. If approval of the provider of RMH Equipment is required, RMH shall use reasonable efforts to obtain approval and shall provide MCI with a written copy of any approval or disapproval. MCI will be responsible for maintaining any such software changes and RMH shall not be responsible for any failure to meet its obligations under the Agreement in the event that such failure is caused by the MCI-initiated software changes. RMH shall have no legal obligations with respect to the MCI-initiated changes except as set forth in this Section 9.5, and, notwithstanding any limitations or exclusions of liability under this Agreement, MCI shall indemnify, defend and hold harmless RMH from and against all claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising in any way out of such MCI-initiated changes or the installations thereof. MCI hereby grants RMH, or shall cause the third party to grant to RMH, for the term of this Agreement and any renewals hereof, a non-transferable, royalty-free, non-exclusive license to use such software at its RMH Centers only and only in conjunction with the provision of Services. All such MCI-initiated software changes (except those made to MCI Proprietary Software) shall be the exclusive property of RMH or its licensors, and MCI hereby assigns, and shall cause any third parties contemplated by this Section 9.5 to assign, all right, title and interest in and to such software changes to RMH or its licensors, as applicable.

Third Party Changes. Subject to the provisions of this Section 9.5Section, in ------------------- the event MCI UPS desires to make or to have a third party make software changes to the RMH Equipmentequipment, RMH LAN and/or RMH file server, RMH agrees to allow MCIUPS, under RMH’s 's supervision, to install or to have installed at the RMH Centers all such software changes, provided such changes do not invalidate any warranties on the RMH Equipment. MCI’s UPS' right to such changes is subject to RMH’s 's consent, which shall not be unreasonably withheld. If approval of the provider of RMH Equipment is required, RMH shall use reasonable efforts to obtain approval and shall provide MCI UPS with a written copy of any approval or disapproval. MCI UPS will be responsible for maintaining any such software changes and RMH shall not be responsible for any failure to meet its obligations under the Agreement in the event that such failure is caused by the MCI-UPS- initiated software changes. RMH shall have no legal obligations with respect to the MCIUPS-initiated changes except as set forth in this Section 9.5Section, and, notwithstanding any limitations or exclusions of liability under this Agreement, MCI UPS shall indemnify, defend and hold harmless RMH from and against all claims, damages, liabilities, costs and expenses (including reasonable attorneys’ ' fees) arising in any way out of such MCIUPS-initiated changes or the installations thereof. MCI UPS hereby grants RMH, or shall cause the third party to grant to RMH, for the term of this Agreement and any renewals hereof, a non-non- transferable, royalty-free, non-exclusive license to use such software at its RMH Centers only and only in conjunction with the provision of Services. All such MCIUPS-initiated software changes (except those made to MCI UPS Proprietary Software) shall be the exclusive property of RMH or its licensors, and MCI UPS hereby assigns, and shall cause any third parties contemplated by this Section 9.5 8.4 to assign, all right, title and interest in and to such software changes to RMH or its licensors, as applicable.

Third Party Changes. Subject to the provisions of this Section ------------------- 9.5, in the event MCI desires to make or to have a third party make software changes to the RMH Equipment, RMH LAN and/or RMH file server, RMH agrees to allow MCI, under RMH’s 's supervision, to install or to have installed at the RMH Centers all such software changes, provided such changes do not invalidate any warranties on the RMH Equipment. MCI’s 's right to such changes is subject to RMH’s 's consent, which shall not be unreasonably withheld. If approval of the provider of RMH Equipment is required, RMH shall use reasonable efforts to obtain approval and shall provide MCI with a written copy of any approval or disapproval. MCI will be responsible for maintaining any such software changes and RMH shall not be responsible for any failure to meet its obligations under the Agreement in the event that such failure is caused by the MCI-initiated software changes. RMH shall have no legal obligations with respect to the MCI-initiated changes except as set forth in this Section 9.5, and, notwithstanding any limitations or exclusions of liability under this Agreement, MCI shall indemnify, defend and hold harmless RMH from and against all claims, damages, liabilities, costs and expenses (including reasonable attorneys’ ' fees) arising in any way out of such MCI-MCI- initiated changes or the installations thereof. MCI hereby grants RMH, or shall cause the third party to grant to RMH, for the term of this Agreement and any renewals hereof, a non-transferable, royalty-free, non-exclusive license to use such software at its RMH Centers only and only in conjunction with the provision of Services. All such MCI-initiated software changes (except those made to MCI Proprietary Software) shall be the exclusive property of RMH or its licensors, and MCI hereby assigns, and shall cause any third parties contemplated by this Section 9.5 to assign, all right, title and interest in and to such software changes to RMH or its licensors, as applicable.