Developed Materials Sample Clauses

Developed Materials. Supplier warrants that Developed Materials that is Software (i) will be free from material errors (with respect to Software) in operation and performance, (ii) will Comply with the applicable documentation and Specifications and, (iii) will provide the applicable functions and features and operate in the applicable manner described in Schedules D and E or otherwise agreed by the Parties for: (A) [**] days from the date such Developed Material is first used for productive business purposes under this Agreement, and (B) the completion of two (2) full production and/or business cycles by Triad and each applicable Eligible Recipient involving the applicable cyclic components (e.g., quarter-end and year-end processing) of such Developed Material. As soon as reasonably practicable after the discovery by Triad of a failure of the Developed Materials to so comply (a “Defect”), Triad will deliver to Supplier a statement and description of the alleged Defect. With respect to any Defect during such warranty period, Supplier shall, without additional Charge (x) correct such Defect as part of the Services, (y) use commercially reasonable efforts to make such correction as expeditiously as possible, and (z) to the extent that such Defect is not promptly corrected, implement appropriate work-arounds without increasing Triad’s or any Eligible Recipients’ retained work efforts or costs. The foregoing warranty will not extend to any Defect to the extent attributable to (i) a change or modification to the Developed Material not contemplated by this Agreement or recommended, performed or approved by Supplier, or (ii) Triad or any Eligible Recipient operating such Developed Material other than (x) in accordance with the applicable documentation and Specifications, (y) for the purpose(s) contemplated by this Agreement, or (z) on types of hardware contemplated by this Agreement or recommended, supplied or approved by Supplier. In the event that Supplier fails or is unable to repair or replace such Developed Material, Triad shall, in addition to any and all other remedies available to it hereunder, be entitled to obtain from Supplier a copy of the source code and/or object code and/or other applicable documentation to such Developed Material. [**] Certain confidential information contained in this document, marked by [**], has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Developed Materials. CDEX shall own all right, title and interest in and to any Intellectual Property developed by Company in connection with its performance of this Agreement ("Developed Materials"), and all such Developed Materials shall be deemed to be "works made for hire" under the U.S. Copyright laws. To the extent that any such Developed Materials are not deemed to be "works made for hire", then Company hereby assigns to CDEX all right, title and interest in and to any such Developed Materials. Company hereby agrees to execute any documents or instruments reasonably necessary to enable CDEX to secure or perfect any proprietary rights that are assigned to CDEX hereby. CDEX hereby grants to Company, during the term of each applicable Statement of Work, a nonexclusive, non-transferable, paid up license in any CDEX Intellectual Property and Developed Materials, in either case, to the extent necessary to enable Company to perform its obligations under such Statement of Work.

Developed Materials. Other than in respect of any Supplier Background IPR and/or Third Party IPR, Supplier hereby agrees to assign and (in respect of copyright and database rights owned by Supplier arising in the future) hereby assigns, and (in relation to any IPR owned by a member of Supplier Group or Sub-Contractor) to procure the assignment of, the whole legal and beneficial interest in all the IPRs in any Developed Materials to Customer, at no additional charge.

Developed Materials. 7.2.1 DIR Ownership (a) Except as otherwise expressly provided in Section 7.2.3

Developed Materials. Unless expressly stated otherwise in a Statement of Work (the terms of which will prevail in the event of any inconsistency between the Statement of Work and this clause 11.2), the Developed Materials will be owned by ▇▇▇ and the Contractor hereby assigns to REA all right, title, and interest in and to the Developed Materials, including any Intellectual Property Rights in the Developed Materials.

Developed Materials. Insurdata represents and warrants that the Developed Materials will perform and function in conformance with the specifications for the same. Insurdata does not assure uninterrupted or error-free operation of the Developed Materials, or that the Developed Materials will be free of bugs, defects or mistakes, or that Insurdata will correct all defects therein.

Developed Materials. Unless the Parties agree otherwise, and subject to Section 15.2 (OTHER HP-OMS OWNED MATERIALS) above, all Developed Materials created by or for HP-OMS in connection with the Services provided by HP-OMS under this Agreement shall, upon creation, be owned by Customer and considered to be works made for hire. If any such Developed Materials may not be considered a work made for hire under applicable law, HP-OMS hereby irrevocably assigns, and shall assign, to Customer without further consideration, all of HP-OMS' right, title and interest in and to such Developed Materials, including Intellectual Property Rights. HP-OMS agrees to execute any documents and take any other actions reasonably requested by Customer to effectuate the purposes of this Section.

Developed Materials. Developed Materials shall be free from material errors in operation and performance, shall comply with their documentation and the applicable specifications in all material respects and shall provide the functions and features and operate in the manner agreed by the Parties.

Developed Materials. (a) Unless the Parties agree otherwise in writing, all Developed Materials shall be considered works made for hire (as that term is used in Section 101 of the Copyright Act) that are owned by UICI or the applicable Eligible Recipient. If any such Developed Materials may not be considered a work made for hire under applicable law, Insurdata hereby irrevocably assigns, and shall assign, to UICI or the appropriate Eligible Recipient, without further consideration, all of Insurdata's right, title and interest in and to such Developed Materials, including United States and foreign intellectual property rights. Insurdata acknowledges that UICI and the Eligible Recipients and their successors and assigns shall have the right to obtain and hold in their own name any intellectual property rights in and to such Developed Materials. Insurdata agrees to execute any documents and take any other actions reasonably requested by UICI to effectuate the purposes of this SECTION 14.2. UICI grants to Insurdata a non-exclusive, non-transferable, worldwide, limited right and license to use, execute, reproduce, display, perform, modify and distribute the Developed Materials and the Existing Materials for the sole purpose of providing the Services during the Term and the Transfer Assistance Period pursuant to this Agreement; provided that this license does not give Insurdata the right, and Insurdata is not authorized, to sublicense such Developed Materials or use them for the benefit of other customers or for any other purpose without UICI's prior written consent. (b) With respect to any specified Existing Materials (including, without limitation, the sales automation and student administration and claims software solutions) and any specified Developed Materials consisting of custom software solutions developed by Insurdata for UICI as part of Services provided to UICI under this Agreement ("DEVELOPED SOFTWARE"), UICI and Insurdata may, at the request of Insurdata and at the option of UICI, enter into an agreement pursuant to which Insurdata: (a) may grant to third parties non-exclusive licenses to use any specified Existing Materials or Developed Software or (b) may obtain from UICI a non-exclusive license to use any specified Existing Materials or Developed Software for third parties. In either event, UICI shall have the unrestricted right to use the Existing Materials or Developed Software, to own the code for all Existing Materials and Developed Software and shall be entitled...