CUSTOMER SOFTWARE SPECIFICATIONS Sample Clauses

CUSTOMER SOFTWARE SPECIFICATIONS. (a) If Licensee desires that the Licensed Software be modified, customized or adapted in any respect to suit Licensee's specific requirements through the development of Custom Software Modules, Licensee shall deliver to Licensor written notice thereof, in the form of EXHIBIT D attached hereto, specifying Licensee's requirements in as much detail as possible. Upon receipt of such notice, Licensor and Licensee shall cooperate in good faith to agree upon the scope of such Services, the Custom Software Specifications, any portions of the Custom Software Module to be deemed a Proprietary Component of the Custom Software Module, timetable for development and implementation and cost therefor, provided, however, that nothing in this Agreement shall be deemed to (i) obligate Licensor to perform any Services in excess of those available by way of Licensee's then available Service Hours or (ii) provide Services related to Custom Software Modules which are infeasible. Such agreement shall be set forth in writing referencing this Agreement and shall be incorporated herein as EXHIBIT D. If the parties are unable to agree on the number of Service Hours needed for a particular project or projects after good faith discussions over a thirty (30) day period, the Licensee shall have the right to either drop the request for services or submit the matter to the System Committee (as defined in Section 10.10 of this Agreement) for dispute resolution as provided for thereunder. If the matter cannot be resolved by the System Committee within five (5) business days of submission, each Party shall pick a final reasonable estimate of the Services Hours they estimate for the project, and the two estimates shall be considered by the officers designated in Section 10.10. If such officers cannot resolve the matter within five (5) business days, each Party's final reasonable estimate shall be provided to a mutually agreeable expert within ten (10) additional days. The parties shall promptly meet with the expert and explain the basis for their estimates, and the expert shall pick the estimate that he or she determines is most reasonable and shall not be authorized to fashion an alternate solution. The selection of one Party's estimate shall be a final and binding decision on the number of Service Hours to be charged for the project. If the expert selects Licensor's final estimate, Licensee shall have the right to rescind the request for such Services. In the event Licensee rescinds such req...
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  • Licensed Software Section 3.17(f).......................................27

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