Vendor Software. Vendor hereby grants, and will cause to be granted, to Prudential and its Affiliates and Prudential Agents an irrevocable, worldwide, royalty-free, non-transferable (except as transferable under the Agreement), non-exclusive license to Use the Vendor Software during the Term and the Termination Assistance Period, solely to the extent that such Use is reasonably required in connection with the use of the Services by Prudential and its Affiliates and, in the case of the Vendor Third Party Software, to the extent such Use is permitted under applicable third party agreements.
Vendor Software. All software and related documentation (1) (a) owned by Vendor or its affiliates prior to the Effective Date or of which Vendor or its affiliates acquire ownership of after the Effective Date, which is used in connection with the Services and (b) developed by Vendor after the Effective Date which is not Developed Materials, and (2) licensed or leased from a third party by Vendor prior to or after the Effective Date which will be used in connection with the Services ((1) and (2) collectively, the "Vendor Software") is, or will be, and shall remain, the exclusive property of Vendor or its third-party licensor and AMEX shall have no rights or interests to the Vendor Software except as described in this Section 9.01. Vendor shall use the Vendor Software to provide the Services to AMEX during the Term for use in connection with the Services at no additional cost to AMEX other than as expressly provided in this Agreement.
Vendor Software. Vendor Software shall be provided to Customer in accordance with the Vendor’s standard software license agreement, copies of which agreement(s) will be provided at six (6) months after CDR, and the software license will be transferred to Customer upon installation of such Vendor Software. Customer shall use Vendor Software in accordance with the provisions of such software license agreements.
Vendor Software. (a) Subject to Section 7.4, Vendor retains all right, title and interest in and to Vendor Software, including all modifications, enhancements and derivative works relating thereto. In providing the Services, Vendor shall not use any Vendor Software without ACI’s prior written approval, which approval shall not be unreasonably withheld; provided, however that Vendor may use any Vendor Software to be used as Shared Software without approval from ACI. Vendor shall be responsible for installing, operating and maintaining Vendor Software at its own expense.
(b) As and to the extent necessary for ACI to receive the Services and otherwise obtain the benefits as specified this Agreement, Vendor grants to ACI a worldwide, fully paid-up, nonexclusive license during the Term to use Vendor Software as it exists from time to time during the Term to receive the Services during the Term and otherwise obtain the benefits as specified this Agreement. Subject to the execution of reasonable confidentiality agreements with the third party, Vendor also grants to ACI the right to sublicense Vendor Software to a third party for such third party to perform work as permitted under Section 21.9 of this Agreement solely for the benefit of ACI, ACI’s Affiliates and End Users.
(c) For generally commercially available Vendor Software which on the date of expiration or termination of this Agreement Vendor, ACI and ACI Affiliates are using:
(i) solely to provide the Services to ACI:
(A) which Vendor licenses from a third party, subject to the consent of the third party, Vendor will assign its license, if any, to such software to ACI or its designee upon ACI’s reimbursement to Vendor of any transfer fees imposed by a third party for ISV Software, and any one-time license or purchase charges in an amount equal to the remaining unamortized value, if any, for the software, depreciated over a period beginning on the date such charges were incurred and ending on the Termination/Expiration Date (as of the date such charges were incurred); and
(B) which is Vendor Software, Vendor will provide ACI under Vendor’s standard terms and conditions, a license to such Software upon ACI’s reimbursement to Vendor of any one-time license fees in an amount equal to the lower of (a) Vendor’s commercially available price at the time or (b) the discount generally applicable to ACI based on the discount it generally receives at the time the Agreement is terminated, in each case of (a) and (b) prorated over a per...
Vendor Software. (a) Subject to Section 7.4, Vendor retains all right, title and interest in and to Vendor Software, including all modifications, enhancements, and derivative works relating thereto. In providing the Services, Vendor shall not introduce any Vendor Software without Phoenix's prior written approval, which approval Phoenix may withhold in its sole discretion; provided, however that Vendor may introduce any Vendor Software to be used as Shared Software without approval from Phoenix. Vendor shall be responsible for installing, operating and maintaining Vendor Software at its own expense.
(b) As and to the extent necessary for Phoenix to perform work as permitted under this Agreement for the benefit of Phoenix, Vendor grants to Phoenix a worldwide, fully paid-up, nonexclusive license during the Term to use Vendor Software as it exists from time to time during the Term to perform such work during the Term. Subject to the execution of reasonable confidentiality agreements with the third party, Vendor also grants to Phoenix the right to sublicense Vendor Software to a third party for such third party to perform work as permitted under Sections 3.6 and 21.9 of this Agreement for the benefit of Phoenix.
(c) Within thirty (30) days of the last Service Tower Commencement Date, Vendor shall deposit a copy of the source code and object code of the Vendor Software, along with programmer interfaces, available documentation, manuals and other materials necessary for the Use thereof (collectively, the "Deposit Materials") with a third party escrow agent designated by Phoenix pursuant to an escrow agreement entered into by and among the Parties and such escrow agent, which escrow agreement shall be substantially in the form of Schedule T (Escrow Agreement). For no additional consideration, Vendor grants to Phoenix, for the purpose of providing services similar to the Services to Phoenix (but in no event shall Phoenix have the right to commercially exploit such license or Vendor Software), a perpetual, worldwide, fully paid-up, nonexclusive license to Use Vendor Software (including the Deposit Materials), provided, however, that Phoenix shall not exercise the licenses granted to it in this Section 7.2(c) until the earlier of: (i) the expiration or termination of this Agreement; or (ii) the occurrence of any of the events listed in Section 21.6 of this Agreement; or (iii) the failure to meet its obligations with respect to Vendor Software under Sections 3.6 or 21.9 of this Agree...
Vendor Software. Schedule I, by reference to Colombia, contains a list of all the Vendor Software applicable hereto.
Vendor Software. Providers may use vendor software to access TMHP electronic services. There are hundreds of vendors with a wide assortment of services that have been approved to submit electronic files to TMHP. A complete list of vendors who have completed the testing process and been certified by TMHP can be accessed by clicking the Approved Vendors link found on the EDI web page at xxx.xxxx.
Vendor Software. Computer code, modules, programs, data files or rules --------------- listed as Vendor Software on the Price List or provided to Licensee by OSI as separately packaged software in connection with Services or otherwise.
Vendor Software. As part of Support Services, and provided they are --------------- available for the form of Vendor Software licensed, OSI will procure for Licensee's benefit annual maintenance agreements with its Vendors for all Vendor Software.
Vendor Software. For Vendor Software where a support agreement is in --------------- place between OSI and the Vendor, OSI will use best efforts to verify all Defects in the Vendor Software as quickly as is commercially reasonable and to obtain a prompt resolution of the Defect from the Vendor.
