Channel Partners. Except as set forth in Section 2.20 of the Disclosure Schedule, (i) no Channel Partner is authorized to distribute the Company Products on an exclusive basis, whether in an exclusive field, territory, region or market; and (ii) the Company may terminate the authority of its Channel Partners to resell and distribute the Company Products under a Material Contract upon ninety (90) days’ notice or less (without penalty or cost). Section 2.20 of the Disclosure Schedule sets forth (a) each Channel Partner that has entered into a Material Contract with a Group Company and that has access to the source code of any Company Product and (b) a brief description of any modifications and/or derivative works of the Company Products that have been created, developed or reduced to practice by or on behalf of any Channel Partner (collectively, the “Channel Partner Derivatives”). Except as set forth in Section 2.20 of the Disclosure Schedule, all Intellectual Property in and to the Channel Partner Derivatives has been irrevocably assigned to any of the Group Companies, and no Channel Partner has any exclusive rights with respect thereto.
Appears in 2 contracts
Sources: Share Purchase and Transfer Agreement, Share Purchase and Transfer Agreement (Reval Holdings Inc)