Business Software Sample Clauses

Business Software. Royal Philips hereby assigns and transfers, and shall procure that its Associated Companies will assign and transfer, to PSI Group Philips Group’s entire right, title and interest to the Business Software, including all copyrights and trade secrets in the Business Software, for all countries of the world, subject to (i) all prior commitments and prior undertakings, either within Philips Group-Old or vis-à-vis third parties, entered into by Philips Group-Old prior to the Closing Date, and (ii) Philips Group retaining a nonexclusive, irrevocable, world-wide, fully paid-up and royalty-free licence to use (in the broadest sense) such Software within the scope of business of Philips Group, including, without limitation, the right to modify, create derivative works and the right to grant sublicenses for the use of such Software, in the context of and to the extent necessary for marketing or supplying Philips products and provided such Software is available within Philips Group on the Closing Date.
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Business Software. (a) Prior to the Closing Date, Seller shall use commercially reasonable efforts to locate (including in response to specific requests by the Company) and return to the Company all copies of Business Software in the possession of Seller and all of its Affiliates (other than the Company) except for Portions of Business Software.
Business Software. (a) The parties hereto acknowledge and agree that certain components of the Business Software overlap with, and/or are identical to, certain components of a software system retained by Parent and used in connection with the Argus II Retinal Prosthesis System, and, notwithstanding such overlap, the Separation contemplated by this Agreement involves the separation of such software systems.
Business Software. 4.8(c)(i) Licensed-In Intellectual Property 4.8(c)(ii) Licensed-Out Intellectual Property 4.8(e) Intellectual Property Ownership Exceptions 4.8(g) Intellectual Property Legal Proceedings 4.8(i) Intellectual Property License Exceptions 4.8(k) Software Exceptions 4.8(n) Trademark Registration Exceptions 4.9 Material Commitments 4.10 Arrangements with Affiliates 4.11(a) Pending or Threatened Litigation and Claims (Imaging Group) 4.11(b) Pending or Threatened Litigation and Claims (Seller) 4.12
Business Software. (a) The Business Exclusive Software is owned by Seller and the Selling Subsidiary and is all Software that is material to the provision of the Services (other than Software licensed from third parties under the License Agreements or other third party shrink wrap Software). Except as disclosed on Schedule 5.15, each of Seller and the Selling Subsidiary has all rights and powers necessary to make the transfer of the Business Exclusive Software owned by Seller and the Selling Subsidiary. To Seller's Knowledge, except as disclosed on Schedule 5.15, there is no written claim by a third party that the use by Seller or the Selling Subsidiary in the conduct of the Business of the Business Exclusive Software infringes on the intellectual property rights of any third party. Except as disclosed on Schedule 5.15, the Business Exclusive Software is sufficient to permit Seller to provide the Services as currently provided. Notwithstanding anything to the contrary contained herein, none of the representations and warranties set forth above in this Section 5.15(a) shall apply to the Provisioning Software (as defined on Schedule 1.5). Except as set forth herein or in the Transition Services Agreement, the Business Exclusive Software (including but not limited to the Provisioning Software) owned by Seller and the Selling Subsidiary is transferred "As Is," without any support, assistance, maintenance or warranties of any kind. Except as otherwise set forth herein or in the Transition Services Agreement, Buyer assumes all responsibility and risk for its use of any Software covered by this Agreement. Except as otherwise set forth herein or in the Transition Services Agreement, Seller does not make, and expressly disclaims, any express or implied warranties of any kind whatsoever relating to Software, including but not limited to, implied warranties of merchantability or fitness for a particular purpose, warranties of title or non infringement, or any warranties that the Software is error free.
Business Software. The accounting, inventory control and ----------------- other business related software used in connection with Seller's operation of the Business and/or in connection with the Machinery and Equipment and existing on the Closing Date to the extent such software is assignable.
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Business Software. Verizon Companies and their Affiliates shall: (i) secure, or assist Company in securing, United States copyright registrations in the Business Software in the name of the Company; (ii) execute such documents of assignment as may be required to convey and transfer to Company, subject to rights and licenses previously granted to any Person (those rights and licenses that are exclusive being listed in Attachment A to this Intellectual Property Agreement), all interest, if any, subject to the rights and licenses granted pursuant to Section 2.1(a) hereof, that Verizon Companies and their Affiliates may have in Business Software; and (iii) use commercially reasonable efforts to locate (including in response to specific requests by the Company) and return to the Company all copies of Business Software in the possession of Seller and all of its Affiliates (other than the Company) except for Portions of Business Software.
Business Software. “Business Software” has the meaning set forth in Section 2.4(k).

Related to Business Software

  • Computer Software The Grantee certifies that it has appropriate systems and controls in place to ensure that state funds will not be used in the performance of this Grant Agreement for the acquisition, operation, or maintenance of computer software in violation of copyright laws.

  • Company Software “Company Software” shall mean any software (including software development tools and software embedded in hardware devices, and all updates, upgrades, releases, enhancements and bug fixes) owned, developed (or currently being developed), used, marketed, distributed, licensed or sold by an Acquired Corporation at any time (other than non-customized third-party software that is not incorporated into any Company Product and is licensed to an Acquired Corporation solely in object code form and solely for internal use on a non-exclusive basis).

  • Proprietary Software Depending upon the products and services You elect to access through Electronic Access, You may be provided software owned by BNY Mellon or licensed to BNY Mellon by a BNY Mellon Supplier (“Proprietary Software”). You are granted a limited, non-exclusive, non-transferable license to install the Proprietary Software on Your authorized computer system (including mobile devices registered with BNY Mellon) and to use the Proprietary Software solely for Your own internal purposes in connection with Electronic Access and solely for the purposes for which it is provided to You. You and Your Users may make copies of the Proprietary Software for backup purposes only, provided all copyright and other proprietary information included in the original copy of the Proprietary Software are reproduced in or on such backup copies. You shall not reverse engineer, disassemble, decompile or attempt to determine the source code for, any Proprietary Software. Any attempt to circumvent or penetrate security of Electronic Access is strictly prohibited.

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

  • Intellectual Property; Software (a) Schedule 4.12 contains a list and description (showing in each case any product, device, process, service, business or publication covered thereby, the registered or other owner, expiration date and number, if any) of all Copyrights, Patent Rights and Trademarks owned by, licensed to or used by the Company.

  • 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 Title and ownership to Existing Software Product(s) delivered by Contractor under the Contract that is normally commercially distributed on a license basis by the Contractor or other independent software vendor proprietary owner (“Existing Licensed Product”), embedded in the Custom Products, shall remain with Contractor or the proprietary owner of other independent software vendor(s) (ISV). Effective upon acceptance, such Product shall be licensed to Authorized User in accordance with the Contractor or ISV owner’s standard license agreement, provided, however, that such standard license, must, at a minimum: (a) grant Authorized User a non-exclusive, perpetual license to use, execute, reproduce, display, perform, adapt (unless Contractor advises Authorized User as part of Contractor’s proposal that adaptation will violate existing agreements or statutes and Contractor demonstrates such to the Authorized User’s satisfaction) and distribute Existing Licensed Product to the Authorized User up to the license capacity stated in the Purchase Order or work order with all license rights necessary to fully effect the general business purpose(s) stated in the Bid or Authorized User’s Purchase Order or work order, including the financing assignment rights set forth in paragraph (c) below; and (b) recognize the State of New York as the licensee where the Authorized User is a state agency, department, board, commission, office or institution. Where these rights are not otherwise covered by the ISV’s owner’s standard license agreement, the Contractor shall be responsible for obtaining these rights at its sole cost and expense. The Authorized User shall reproduce all copyright notices and any other legend of ownership on any copies authorized under this clause. Open source software is developed independently of Contractor and may be governed by a separate license (“open source software”). If the open source software is governed by a separate License and provided under this Contract, Contractor shall provide a copy of that license in the applicable Documentation and the Authorized User's license rights and obligations with respect to that open source software shall be defined by those separate license terms and subject to the conditions, if any, therein. Nothing in this Contract shall restrict, limit, or otherwise affect any rights or obligations the Authorized User may have, or conditions to which the Authorized User may be subject, under such separate open source license terms.

  • Computer Systems (a) The Computer Systems adequately meet the data processing and other computing needs of the Business as presently conducted. The Computer Systems function, operate, process and compute in accordance with all Applicable Laws, industry standards and trade practices. The Computer Systems operate and perform in all material respects in accordance with their documentation and functional specifications. The Computer Systems have not materially malfunctioned or failed within the past three years.

  • Technology Discoveries, innovations, Know-How and inventions, whether patentable or not, including computer software, recognized under U.S. law as intellectual creations to which rights of ownership accrue, including, but not limited to, patents, trade secrets, maskworks and copyrights developed under this Agreement.

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