Common use of Third Party Changes Clause in Contracts

Third Party Changes. Subject to the provisions of this Section, in ------------------- the event UPS 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 UPS, under RMH's supervision, to install or to have installed at the Centers all such software changes, provided such changes do not invalidate any warranties on the RMH Equipment. UPS' right to such changes is subject to RMH's consent. If approval of the provider of RMH Equipment is required, RMH shall use reasonable efforts to obtain approval and shall provide UPS with a written copy of any approval or disapproval. 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 UPS- initiated software changes. RMH shall have no legal obligations with respect to the UPS-initiated changes except as set forth in this Section, and, notwithstanding any limitations or exclusions of liability under this Agreement, 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 UPS-initiated changes or the installations thereof. 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- transferable, royalty-free, non-exclusive license to use such software at its Centers only and only in conjunction with the provision of Services. All such UPS-initiated software changes (except those made to UPS Proprietary Software) shall be the exclusive property of RMH or its licensors, and UPS hereby assigns, and shall cause any third parties contemplated by this Section 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 SectionSection 9.5, in ------------------- the event UPS MCI 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 UPSMCI, 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. UPS' MCI’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 UPS MCI with a written copy of any approval or disapproval. UPS 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 UPS- MCI-initiated software changes. RMH shall have no legal obligations with respect to the UPSMCI-initiated changes except as set forth in this SectionSection 9.5, and, notwithstanding any limitations or exclusions of liability under this Agreement, UPS 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 UPSMCI-initiated changes or the installations thereof. UPS 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- 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 UPSMCI-initiated software changes (except those made to UPS MCI Proprietary Software) shall be the exclusive property of RMH or its licensors, and UPS MCI hereby assigns, and shall cause any third parties contemplated by this Section 8.4 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 SectionSection ------------------- 9.5, in ------------------- the event UPS MCI 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 UPSMCI, 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. UPS' 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 UPS MCI with a written copy of any approval or disapproval. UPS 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 UPS- MCI-initiated software changes. RMH shall have no legal obligations with respect to the UPSMCI-initiated changes except as set forth in this SectionSection 9.5, and, notwithstanding any limitations or exclusions of liability under this Agreement, UPS 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 UPS-MCI- initiated changes or the installations thereof. UPS 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- 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 UPSMCI-initiated software changes (except those made to UPS MCI Proprietary Software) shall be the exclusive property of RMH or its licensors, and UPS MCI hereby assigns, and shall cause any third parties contemplated by this Section 8.4 9.5 to assign, all right, title and interest in and to such software changes to RMH or its licensors, as applicable.