Vendor’s Proprietary Software and Pre-Existing IP Sample Clauses

Vendor’s Proprietary Software and Pre-Existing IP. The Customer acknowledges and agrees that this is a professional services agreement and this Agreement is not intended to be used for licensing of any Vendor’s proprietary software or tools. If the Vendor and the Customer mutually agree that the Vendor provide to the Customer any proprietary software or tools of the Vendor, the Parties shall negotiate and set forth the applicable terms and conditions in a separate license agreement and the provisions of this section 3 shall not apply to any Deliverables related to any customization or implementation of any such proprietary software or products of the Vendor. Further, the Customer acknowledges that in performing Services under this Agreement, the Vendor may use the Vendor’s proprietary methodology, process, ideas, know-how and technology or any improvements thereof (“Vendor Background Technology”). The Vendor agrees that except with prior consent of the Customer , the Vendor shall not embed or incorporate any product, independent utilities, tools, programs or components that are or were developed or owned by the Vendor prior to or independent of Services performed hereunder or any enhancements or improvements thereof made as part of the Services hereunder (“Vendor Pre- existing IP”). Notwithstanding anything to the contrary contained in this Agreement, the Vendor shall continue to retain the ownership and title to all Vendor Background Technology and Vendor Pre- existing IP and nothing contained herein shall be construed as preventing or restricting Vendor from using Vendor Background Technology or Vendor Pre-existing IP in any matter and the assignment provisions set forth in this Agreement shall not apply to Vendor Background Technology and Vendor Pre-existing IP. To the extent that any Vendor Background Technology or Vendor Preexisting IP or a portion thereof is incorporated or contained in a Deliverable under a Statement of Work under this Agreement, Vendor hereby grant to the Customer a non-exclusive, perpetual, royalty free, fully paid up irrevocable license, with the right to sublicense through multiple tiers, to use, copy, install, perform, display, modify and create derivative works of any such Vendor Background Technology and Vendor Pre-existing IP in connection with the Deliverables in which they are incorporated or embedded. The foregoing license does not authorize the Customer to separate Vendor Background Technology or Vendor Pre-existing IP from the Deliverable in which they are incorporated ...
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Related to Vendor’s Proprietary Software and Pre-Existing IP

  • Third Party Software 1. The Software may contain third party software that requires and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located at xxxx://xxx.xxxxxxxxx.xxx/thirdparty/index.html and are made a part of and incorporated by reference into this XXXX. By accepting this XXXX, You are also accepting the additional terms and conditions, if any, set forth therein.

  • Software Licenses Seller has all necessary licenses to use all material third-party software used in connection with the Purchased Assets, and to Sellers’ knowledge, Sellers’ use of third-party software does not infringe the rights of any Person or Entity.

  • Software License Agreement 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License Agreement set forth in Appendix D of this Contract. No changes to the Software License Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix D; provided however, that a Customer and Vendor may agree to additional terms and conditions that do not diminish a term or condition in the Software License Agreement, or in any manner lessen the rights or protections of Customer or the responsibilities or liabilities of Vendor. Order Fulfiller shall make the Software License Agreement terms and conditions available to all Customers at all times.

  • Software Licence The following licence terms apply whether HP provides software to Customer as part of a managed service or as a separate software transaction.

  • Intellectual Property Warranty CONTRACTOR represents and warrants that its performance of all obligations under this Contract does not infringe in any way, directly or contributorily, upon any third party’s intellectual property rights, including, without limitation, patent, copyright, trademark, trade secret, right of publicity and proprietary information.

  • Software License Terms (a) Software that is made available by a Provider to Recipient in connection with any Service (any such Software being referred to herein as “TSA-Licensed Software”) provided hereunder will be subject to the terms set forth in this Section 3.5 except as otherwise provided in the applicable Service Schedule. The Provider hereby grants to the Recipient a non-exclusive, non-transferable license to use, in object code form, any TSA-Licensed Software that is made available by the Provider pursuant to a Service Schedule. For the avoidance of doubt, the Provider that makes available any TSA-Licensed Software in connection with the provision of any Service retains the unrestricted right to enhance or otherwise modify such TSA-Licensed Software at any time, provided that such enhancements or other modifications do not disrupt the provision of such Service to the Recipient.

  • Software License Subject to the terms of this Agreement, Viasat grants to you a personal, non-exclusive, non-assignable and non-transferable license to use and display the software provided by or on behalf of Viasat (including any updates) only for the purpose of accessing the Service ("Software") on any computer(s) on which you are the primary user or which you are authorized to use. Our Privacy Policies provide important information about the Software applications we utilize. Please read the terms very carefully, as they contain important disclosures about the use and security of data transmitted to and from your computer. Unauthorized copying of the Software, including, without limitation, software that has been modified, merged or included with the Software, or the written materials associated therewith, is expressly forbidden. You may not sublicense, assign, or transfer this license or the Software except as permitted in writing by Viasat. Any attempt to sublicense, assign or transfer any of the rights, duties or obligations under this license is void and may result in termination by Viasat of this Agreement and the license. You agree that you shall not copy or duplicate or permit anyone else to copy or duplicate any part of the Software, or create or attempt to create, or permit others to create or attempt to create, by reverse engineering or otherwise, the source programs or any part thereof from the object programs or from other information made available under this Agreement.

  • Licensed Software Computer program(s) provided by Contractor in connection with the Deliverables, subject to Section 14 of this Contract.

  • Documents & Data; Licensing of Intellectual Property This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically, electronically or otherwise recorded or stored, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City's express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication. In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of five (5) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. In addition, before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

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