Developed Software. Developed Software" means computer software programs, ------------------ including Development Documents (as later defined in this Agreement), developed or to be developed by Chordiant and/or Employees pursuant to this Agreement. The parties agree that the definition of Work Product(s) shall be modified to include Developed Software.
Developed Software. Except as otherwise agreed by the parties pursuant to the Change Control Procedures, (i) enhancements or modifications to the FNT Software and related documentation and materials FNT specifically retains FIS to create as part of the Services (e.g., under Schedule C-9) shall be and remain the exclusive property of FNT or its third party licensor, (ii) enhancements or modifications to the FIS Software made by (or for) FIS for FNT in connection with the provision of the Services and any related documentation (the "FIS Developed Items") shall be and remain the exclusive property of FIS, and (iii) enhancements or modifications to the FIS Third Party Software shall be and remain the exclusive property of its third party licensor to the extent provided for in the third party license. Except with respect to the Ancillary FIS Proprietary Software, the rights to which are described above in Section 9.3, the parties shall identify all other software developed by FIS upon request of FNT and any related documentation (the "Developed Software") in writing as FNT Proprietary Software, FNT Third Party Software, FIS Proprietary Software, or FIS Third Party Software prior to the time of development of such Developed Software. FNT and FIS shall each be the sole and exclusive owner of all trade secrets, patents, copyrights, and other proprietary rights owned by each of them prior to entering into this Agreement.
Developed Software. All right, title and interest in and to (i) software developed for incorporation into the FPM, (ii) all updates and enhancements of such software, (iii) all documentation and (iv) any and all intellectual property rights relating to the foregoing, does and shall belong exclusively to WVS.
Developed Software. All software that is developed by the Contractor and delivered by the Contractor to RIDOH under this Agreement, and paid for by RIDOH (“Developed Software”) is and shall remain the property of RIDOH. For a period of ninety (90) days following acceptance of any developed software in accordance with the approval procedures adopted by the parties, the Contractor warrants that each item of developed software will conform in all material respects to the written technical specifications agreed to by the parties in accordance with the software development methodologies adopted by the parties and set forth in the procedures manual. As soon as reasonably practicable after discovery by State or Contractor of a failure of the Developed Software to so conform (a “non-conformance”), State or Contractor, as applicable, will deliver to the other a statement and supporting documentation describing in reasonable detail the alleged nonconformance. If Contractor confirms that there is a non-conformance, then Contractor will use commercially reasonable efforts to correct such non-conformance. The methods and techniques for correcting non-conformances will be at the sole discretion of RIDOH. The foregoing warranty will not extend to any non-conformances caused (i) by any change or modification to software without Contractor’s prior written consent; or (ii) by state operating software otherwise than in accordance with the applicable documentation, for the purpose for which it was designed, or on hardware not recommended, supplied or approved in writing by Contractor. Furthermore, if, after undertaking commercially reasonable efforts to remedy a breach by Contractor of the foregoing warranty, Contractor, in the exercise of its reasonable business judgment, determines that any repair, adjustment, modification or replacement is not feasible, or in the event that the developed software subsequent to all repairs, adjustments, modifications and replacements continues to fail to meet the foregoing warranty, RIDOH will return the developed software to Contractor, and Contractor will credit to the State, in a manner and on a schedule agreed to by the parties and as RIDOH’s sole and exclusive remedy for such failure, an amount equal to the charges actually paid by RIDOH to the Contractor for the developed software that has failed to meet the foregoing warranty. Upon written request of RIDOH, the Contractor will use commercially reasonable efforts to correct an alleged non-conformance for...
Developed Software. As between Bottler and CONA, ownership of any (1) software or materials developed by CONA (the “Developed Software”), other than modifications to Bottler Software, and (2) any related documentation, will be governed by Section 6.10.
Developed Software. 22 9.6. Equipment.............................................................................22 9.7. Systems...............................................................................23
Developed Software. Developed Software shall be deemed to be Work Product.
Developed Software. Except with respect to the TAS Software and Windstream Software, the relative rights to which are described above in Section 11, the relative rights of the parties in any other software developed by Windstream upon request of TAS and any related documentation shall be determined by the parties prior to the time of development of such developed Software. TAS and Windstream shall each be the sole and exclusive owner of all trade secrets, patents, copyrights, and other proprietary rights owned by each of them as of the Effective Date.
Developed Software. Except as provided above within this Section 11, Consultant or its Licensors own and retain all rights, title and interests in the Developed Software. This Agreement does not transfer ownership rights of any description in the Developed Software to NYSDOT or any third party. Consultant does however, grant a royalty-free, perpetual, transferable, nonexclusive and irrevocable license for all Intellectual Property related to the Licensed Developed Software provided under this Agreement for authorized users of the NYSDOT CSMIN System to use, modify and reproduce the Consultant-Owned Software in connection with NYSDOT’s authorized use of the NYSDOT CSMIN Software. This license grant also permits NYSDOT to distribute the Consultant-Owned Software provided under this Agreement to cities, counties, and municipalities and other governmental entities within the State of New York, for all NYSDOT-specific Consultant-Owned Software that is not incorporated into the currently- available version of Consultant’s NYSDOT CSMIN System software; unless such other governmental agencies have acquired rights under separate agreement or other legally permissible manner to Consultant’s CSMIN System software.
Developed Software. Except to the extent that Developed Software is ------------------ covered by Section 6.1, 6.2 or 6.3:
