TCS Software definition
Examples of TCS Software in a sentence
All TCS Software furnished as part of the Work shall be suitable for its intended purpose and free from programming errors affecting performance and from defects in workmanship and materials and shall operate in conformity with the performance capabilities, specifications, functions and other applicable descriptions and standards set forth in the Contract Documents, and such Software shall conform to the standards generally observed in the industry for similar Software.
The TSP Standards of Performance exclude damage or defect caused by abuse or accidents (unless such accident was due in part to TSP’s failure to comply with the TSP Standards of Performance), adaptations or modifications (including, without limitation, adaptations or modifications of TCS Software) not executed by TSP or its agents, employees, Suppliers and/or Subcontractors, and normal wear and tear under normal usage.
The foregoing license shall not authorize Nielsen to separate the TCS Software or other TCS Intellectual Property Rights from the Developed Software for enhancing or creating derivative works or to exploit or independently offer for sale such TCS Property in any way as standalone Software.
Notwithstanding anything to the contrary contained in this Agreement, TCS shall retain unfettered title and ownership to any and all TCS Software, TCS Background Technology and TCS Project Tools, other TCS Intellectual Property Rights or TCS Third Party Software or any improvement or enhancement of the forgoing used in the performance of Services or incorporated in any Developed Software or Deliverables.
Schedule K lists the TCS Software (including TCS Project Tools and TCS Productivity Tools), and TCS Third Party Software that TCS will provide in connection with the Services at no additional cost.
At ▇▇▇▇▇▇▇’▇ request, TCS shall assign, and shall cause TCS Agents to assign, all right, title, and interest in and to any and all such inventions and improvements (other than modifications to the TCS Software, TCS Project Tools, TCS Productivity Tools or other TCS pre-existing intellectual property) and to execute such documents as may be required to file applications and to obtain patents in the name of Nielsen or its nominees, in any countries, covering such inventions or improvements.
The license granted pursuant to this Section 13.4(b) shall extend perpetually beyond the Term if any such TCS Software and TCS Project Tools described in Schedule K (excluding TCS Productivity Tools described in Schedule K) is a TCS product not commercially available to others.
To be eligible to elect the Future Proof Option with any particular TCS software, a customer must be enrolled in and current on any level of TCS Software Silver Technical Support for such TCS software and the customer must have maintained the Future Proof Option for such TCS software each prior year since installation.
If ▇▇▇▇▇▇▇ provides its approval, TCS may use such TCS Software, TCS Project Tools or TCS Productivity Tools described in Schedule K and charge Nielsen the usage charges described in Schedule K in addition to the Charges and fees for Services.
The license granted pursuant to this Section 14.4(b) shall extend perpetually beyond the Term without charge if any such TCS Software and TCS Project Tools described in Schedule K, and any TCS-made improvements or derivative works thereof (excluding TCS Productivity Tools described in Schedule K), is a TCS product not commercially available to others.