Computer System. CONTRACTORS are required to transmit performance and outcomes data electronically during the course of the CONTRACT period. CONTRACTOR shall have e-mail service to allow the transmission and receipt of e-mail messages with data attachments. CONTRACTOR shall provide all software necessary to support the operation of the SNEMT program. CONTRACTOR is responsible for providing data in a format compatible with the OoA operating environment. CONTRACTOR shall provide all computer hardware, and network servers to support computing and local network services at CONTRACTOR site. CONTRACTOR shall be responsible for the installation, administration, and maintenance of all computer equipment, computer network, computer software, operating systems, and peripherals at CONTRACTOR’s site.
Computer System. You must purchase and use any computer system that we develop or select for the Restaurant, including all future updates, supplements and modifications (the “Computer System”). The Computer System may include all hardware and software used in the operation of the Restaurant, including electronic point-of-sale cash registers and back office programs used to record, analyze and report sales, labor, inventory and tax information. The computer software package developed for use in the Restaurant may include proprietary software. You may be required to license the proprietary software from us, an affiliate or a third party and you also may be required to pay a software licensing or user fee in connection with your use of the proprietary software. All right, title and interest in the software will remain with the licensor of the software. The computer hardware component of the Computer System must conform to specifications we develop. We reserve the right to designate a single source from whom you must purchase the Computer System. You acknowledge and agree that we will have full and complete access to information and data entered and produced by the Computer System. You must, at all times, have at the Authorized Location internet access with a form of high speed connection as we require and you must maintain: (i) an email account for our direct correspondence with the Control Person; and (ii) a separate email account for the Restaurant.
Computer System. Except as disclosed in Schedule 3.7 (and except for the Excluded Assets), all computer hardware and software and related materials used by Seller and necessary to or relating primarily to the U.S. Business (collectively, "Computer System") are in good working order and condition, and Seller has not experienced any significant defects in design, workmanship or material. Except as disclosed in Schedule 3.7, the Computer System has the performance capabilities, characteristics and functions necessary to the conduct of the U.S. Business as conducted by Seller. To the knowledge of Seller and Parent, the use of the Computer System by the U.S. Business (including any software modifications) (a) has not violated or infringed upon and will not violate or infringe upon the rights of any third parties and (b) has not resulted and will not result in the termination of any maintenance, service or support agreement relating to any part of the Computer System or any reduction in the services provided to the U.S. Business, warranties available to the Business or rights of the Business thereunder. Seller has, and at the Closing will transfer to Purchaser, good and marketable title to (free of any Lien), user and service documentation it possesses for, the Computer System.
Computer System. You agree to use in the development and operation of the STORE the cash register/computer terminals and operating software ("Computer System") that we specify from time to time. You acknowledge that we have developed a Computer System and specifications for certain components of the Computer System and may modify such specifications and the components of the Computer System from time to time. As part of the Computer System, we may require you to obtain specified computer hardware and/or software, including, without limitation, a license to use proprietary software developed by us or others. Our modification of such specifications for the components of the Computer System may require you to incur costs to purchase, lease and/or license new or modified computer hardware and/or software and to obtain service and support for the Computer System during the term of this Agreement. You acknowledge that we cannot estimate the future costs of the Computer System (or additions or modification thereto) and that the cost to you of obtaining the Computer System (including software licenses) (or additions or modification thereto) may not be fully amortizable over the remaining term of this Agreement. Nonetheless, you agree to incur such costs in connection with obtaining the computer hardware and software comprising the Computer System (or additions or modification thereto), provided you shall not be required to spend more than $2,000 annually for such changes. Within sixty (60) days after you receive notice from us, you agree to obtain the components of the Computer System that we designate and require. You further acknowledge and agree that we have the right to charge a reasonable systems fee for software or systems modifications and enhancements specifically made for us that is licensed to you and other maintenance and support services that we or our subsidiary furnish to you related to the Computer System.
Computer System. All computer hardware and related materials used by the Company, including all such computer hardware and related materials (herein collectively referred to as the “Computer System”) are owned by the Company (and not any other Affiliate thereof) and are in good working order and condition. To Sellers’ Knowledge, the use of the Computer System by the Company (a) has not violated or infringed upon and will not violate or infringe upon the rights of any third parties and (b) has not resulted in and will not result in the termination of any maintenance, service or support agreement relating to any part of the Computer System or any reduction in the services provided to the Company, warranties available to the Company or rights of the Company. 34
Computer System. The Computer System will be and remain the Property of Allmerica Financial and Transamerica shall have no rights or interest in the Computer System except as provided in this Agreement. Modifications to the Computer System developed for Transamerica that are mutually agreed to be proprietary to Transamerica shall not be sold, licensed, transferred, assigned or otherwise distributed without the express written consent of Transamerica.
Computer System. Within three (3) months from the date thereof, franchisee must obtain a computer system meeting Franchisor’s specifications and thereafter will be required to update such computer system at such times as Franchisor may reasonably require. Franchisee must establish Internet access and an electronic mail (e-mail) account within fourteen (14) calendar days of obtaining the specified computer system.
Computer System. All computer hardware and software and related materials used by the Company, including all such computer hardware, software and related materials (herein collectively referred to as the “Computer System”) are owned or licensed by the Company (and not any other Affiliate thereof) and are in good working order and condition, subject to normal wear and tear and, in the case of software, with no assurance of being error or virus free. The Computer System has the performance capabilities, processing capacity, resources, characteristics and functions necessary to the conduct of the business and operations of the Company. To the Company’s Knowledge, the use of the Computer System by the Company (including any software modifications) has not violated or infringed upon the rights of any third parties. The Company uses commercially reasonable efforts to maintain Computer System back-up and recovery capabilities to help ensure that a system problem does not impact customer facing capabilities or revenue streams. The Company uses commercially reasonable efforts to maintain Computer System and network security controls that help safeguard such Computer System against the risk of business disruption arising from virus attacks, unauthorized activities of any employee or contractor of the Company, hackers or any other Person.
Computer System. Seller shall continue to provide Purchaser with reasonable access to Seller's computer system (e-mail, tracking system, accounting, etc.) for a period of ninety (90) days after Closing. This access shall be provided with the goal of ensuring an efficient transition of the Business from Seller to Purchaser.