Common use of Developed Materials Clause in Contracts

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. Supplier warrants that (a) Unless the Parties agree otherwise in writing, all ACE Owned Developed Materials shall be considered works made for hire (as that term is Software used in Section 101 of the Copyright Act) owned by ACE or such Eligible Recipient. If any such ACE Owned Developed Materials may not be considered a work made for hire under applicable law, IBM hereby irrevocably assigns, and shall assign, to ACE or the appropriate Eligible Recipient, without further consideration, all of IBM’s right, title and interest in and to such ACE Owned Developed Materials, including United States and foreign intellectual property rights. IBM acknowledges that ACE 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 ACE Owned Developed Materials. IBM agrees to execute any documents and take any other reasonable actions reasonably requested by ACE to effectuate the purposes of this Section 14.2. ACE grants to IBM a non-exclusive, non-transferable, worldwide, limited right and license to use, execute, reproduce, display, perform, modify and distribute the ACE Owned Developed 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 IBM the right, and IBM is not authorized, to sublicense such ACE Owned Developed Materials or use them for the benefit of other customers or for any other purpose without ACE’s prior written consent. ACE may, in its sole discretion and upon such terms and at such prices as ACE and IBM may agree, grant IBM a license to use the ACE Owned Developed Materials for other purposes and to sublicense the ACE Owned Developed Materials. (b) IBM shall provide ACE with the source code and documentation for all such Developed Materials. IBM represents and warrants that: (i) the source code and documentation for such Developed Materials will be free from material errors (with respect sufficient to Software) in operation allow a reasonably knowledgeable and performance, experienced systems programmer to maintain and support such Materials; and (ii) the user documentation for such Materials will Comply with accurately describe in terms understandable by a typical end user 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 Materials and the discovery by Triad of a failure of the Developed Materials to so comply (a “Defect”), Triad will deliver to Supplier a statement procedures for exercising such functions 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 amendedfeatures.

Developed Materials. Supplier warrants that (a) All Developed Materials shall be considered works made for hire that are owned by Healthaxis. If any such Developed Materials may not be considered a work made for hire under applicable law, TakCo hereby irrevocably assigns to Healthaxis, without further consideration, all right, title and interest, including any copyright interest, TakCo may have to such Developed Materials, including United States and foreign intellectual property rights, including copyrights. TakCo acknowledges that Healthaxis and its successors and assigns shall have the right to obtain and hold in their own name any intellectual property rights, including copyright, in and to such Developed Materials. TakCo agrees to execute any documents and take any other actions reasonably requested by Healthaxis to effectuate the purposes of this Section 14.2 at Healthaxis’ expense. Healthaxis grants to TakCo a non-exclusive, non-transferable, worldwide, limited right and license to use, execute, reproduce, display, perform, modify and distribute the Developed 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 TakCo the right, and TakCo is not authorized, to sublicense such Developed Materials or use them for the benefit of other customers or for any other purpose without Healthaxis’ prior written consent. (b) TakCo shall provide Healthaxis with the source code and documentation for all Developed Materials which are created in accordance with this Agreement. TakCo shall provide documentation for all Software 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 part of the Developed Materials sufficient to so comply (allow a “Defect”), Triad will deliver reasonably knowledgeable and experienced systems programmer to Supplier a statement maintain and description of the alleged Defect. With respect to any Defect during support 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 Materials; (ii) Triad or any Eligible Recipient operating the user documentation for such Materials will accurately describe in terms understandable by a typical end user the functions and features of such Materials and the procedures for exercising such functions and features; and (iii) all Developed Material other than (x) in accordance Materials shall have the appropriate source code which matches 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 executable 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 amendedversion.

Developed Materials. Supplier warrants that (a) Unless the Parties agree otherwise in writing, all ACE Owned Developed Materials shall be considered works made for hire (as that term is Software used in Section 101 of the Copyright Act) owned by ACE or such Eligible Recipient. If any such ACE Owned Developed Materials may not be considered a work made for hire under applicable law, IBM hereby irrevocably assigns, and shall assign, to ACE or the appropriate Eligible Recipient, without further consideration, all of IBM's right, title and interest in and to such ACE Owned Developed Materials, including United States and foreign intellectual property rights. IBM acknowledges that ACE 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 ACE Owned Developed Materials. IBM agrees to execute any documents and take any other reasonable actions reasonably requested by ACE to effectuate the purposes of this Section 14.2. ACE grants to IBM a non-exclusive, non-transferable, ------------ worldwide, limited right and license to use, execute, reproduce, display, perform, modify and distribute the ACE Ace/IBM Proprietary Information 52 Owned Developed 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 IBM the -------- right, and IBM is not authorized, to sublicense such ACE Owned Developed Materials or use them for the benefit of other customers or for any other purpose without ACE's prior written consent. ACE may, in its sole discretion and upon such terms and at such prices as ACE and IBM may agree, grant IBM a license to use the ACE Owned Developed Materials for other purposes and to sublicense the ACE Owned Developed Materials. (b) IBM shall provide ACE with the source code and documentation for all such Developed Materials. IBM represents and warrants that: (i) the source code and documentation for such Developed Materials will be free from material errors (with respect sufficient to Software) in operation allow a reasonably knowledgeable and performance, experienced systems programmer to maintain and support such Materials; and (ii) the user documentation for such Materials will Comply with accurately describe in terms understandable by a typical end user 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 Materials and the discovery by Triad of a failure of the Developed Materials to so comply (a “Defect”), Triad will deliver to Supplier a statement procedures for exercising such functions 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 amendedfeatures.