Documentation, Security and Ownership of Software Sample Clauses

Documentation, Security and Ownership of Software. Except as set forth on Schedule 3.16(d), Percon and its subsidiaries have user installation and operation manuals for all Software used in the development of or incorporated in Product Software that is critical to the development of products offered by Percon and its subsidiaries and for all Operations Software. Except as set forth on Schedule 3.16(d), all Product Software is documented through flow charts, designs, database models, entity relationship diagrams or business processes and user installation and procedure manuals that are sufficient to enable Percon and its subsidiaries to offer such Software to its customers and support such Software. Except as set forth on Schedule 3.16(d), neither Percon nor any of its subsidiaries has disclosed or delivered to any person, or permitted the disclosure or delivery to any escrow agent or other person, of the source code, or any portion or aspect of the source code, or any proprietary information or algorithm contained in any source code, of any Software. Except for Software that Percon and its subsidiaries license on a nonexclusive basis to its customers in the ordinary course of business and except as set forth on Schedule 3.16, Percon and its subsidiaries have not conveyed or granted any other rights to such Software, nor are Percon and its subsidiaries obligated to convey or grant any rights to license, market, incorporate in other Software, sell or otherwise use such Software to third parties, and to the knowledge of Percon, no third party has unauthorized access to such Software. Percon and its subsidiaries possess the original of all documentation, including without limitation all source codes, for all Software owned outright by it. Except as disclosed on Schedule 3.16(d), upon consummation of the transactions contemplated hereby, Percon and its subsidiaries or Surviving Corporation will continue to own all of the Software owned outright by Percon and its subsidiaries prior to the Closing, free and clear of all claims, liens, encumbrances, obligations and liabilities except for such claims, liens, encumbrances, obligations and liabilities of Percon and its subsidiaries (A) applicable to Software licensed to third parties and (B) as may be granted by Percon and its subsidiaries or Surviving Corporation after the Closing Date. Percon and its subsidiaries have provided to PSC or Newco access to or copies of Percon and its subsidiaries' customer support log and trouble shooting tools and solutions relating t...
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Related to Documentation, Security and Ownership of Software

  • Ownership of Software Except as disclosed on Company Disclosure --------------------- ------------------ Schedule 5.14(d), all persons who have contributed to or participated in the ---------------- conception and development of the Software on behalf of the Company have been full-time employees of the Company hired to prepare such works within the scope of employment. As a consequence, the Company has all ownership interests in the Software.

  • INFORMATION SECURITY SCHEDULE All capitalized terms not defined in this Information Security Schedule (this “Security Schedule”) shall have the meanings ascribed to them in the Transfer Agency and Service Agreement by and between DST and each of the funds listed on Exhibit A thereto (each such fund, or series thereof, severally, and not jointly, the “Fund”) dated March 1, 2022 (the “Agreement”). DST and Fund hereby agree that DST shall maintain and comply with an information security policy (“Security Policy”) that satisfies the requirements set forth below; provided, that, because information security is a highly dynamic space (where laws, regulations and threats are constantly changing), DST reserves the right to make changes to its information security controls at any time and at the sole discretion of DST in a manner that it believes does not materially reduce the protection it applies to Fund Data. From time to time, DST may subcontract services performed under the Agreement (to the extent provided for under the Agreement) or provide access to Fund Data or its network to a subcontractor or other third party; provided, that, such subcontractor or third party implements and maintains security measures DST believes are at least as stringent as those described in this Security Schedule. For the purposes of this Schedule “prevailing industry practices and standards” refers to standards among financial institutions, including mutual funds, and third parties providing financial services to financial institutions.

  • Security and Safeguarding Information (a) Confidential Information that contains Non-Public Personal Information about customers is subject to the protections created by the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the “Act”) and under the standards for safeguarding Confidential Information, 16 CFR Part 314 (2002) adopted by Federal Trade Commission (“FTC”) (the “Safeguards Rule”). Additionally, state specific laws may regulate how certain confidential or personal information is safeguarded. The parties agree with respect to the Non-Public Personal Information to take all appropriate measures in accordance with the Act, and any state specific laws, as are necessary to protect the security of the Non-Public Personal Information and to specifically assure there is no disclosure of the Non-Public Personal Information other than as authorized under the Act, and any state specific laws, and this Agreement. With respect to Confidential Information, including Non-Public Personal Information and Personally Identifiable Financial Information as applicable, each of the parties agrees that:

  • Security and Access The Executive agrees and covenants (a) to comply with all Company security policies and procedures as in force from time to time including without limitation those regarding computer equipment, telephone systems, voicemail systems, facilities access, monitoring, key cards, access codes, Company intranet, internet, social media and instant messaging systems, computer systems, e-mail systems, computer networks, document storage systems, software, data security, encryption, firewalls, passwords and any and all other Company facilities, IT resources and communication technologies (“Facilities Information Technology and Access Resources”); (b) not to access or use any Facilities and Information Technology Resources except as authorized by the Company; and (iii) not to access or use any Facilities and Information Technology Resources in any manner after the termination of the Executive’s employment by the Company, whether termination is voluntary or involuntary. The Executive agrees to notify the Company promptly in the event he learns of any violation of the foregoing by others, or of any other misappropriation or unauthorized access, use, reproduction or reverse engineering of, or tampering with any Facilities and Information Technology Access Resources or other Company property or materials by others.

  • Ownership of Software and Related Material All computer programs, magnetic tapes, written procedures, and similar items purchased and/or developed and used by Price Associates in performance of this Agreement shall be the property of Price Associates and will not become the property of the Funds.

  • Ownership of Software and Related Materials All computer programs, written procedures and similar items developed or acquired and used by the Administrator in performing its obligations under this Agreement shall be the property of the Administrator, and no Series will acquire any ownership interest therein or property rights with respect thereto.

  • Information Security 10.1 The Transfer Agent shall maintain reasonable safeguards for maintaining in confidence any and all Fund Confidential Information, including, without limitation, the policies and procedures described in Section 10.2. The Transfer Agent shall not, at any time, use any such Fund Confidential Information for any purpose other than as specifically authorized by this Agreement, or in writing by the Fund.

  • Intellectual Property and Confidentiality 3.1 Party A shall have exclusive and proprietary rights and interests to all the rights, ownership, interests and intellectual property rights arising from or created by either Party as a result of its performance of this Agreement, including but not limited to copyright, patent, patent application rights, trademark rights, software, technical secrets, trade secrets and other intellectual properties.

  • Custodian to Deliver Security and Transaction Information On each Business Day that the Federal Reserve Bank is open, the Custodian shall furnish the Trust with a detailed statement of monies held for the Fund under this Agreement and with confirmations and a summary of all transfers to or from the account of the Fund. At least monthly and from time to time, the Custodian shall furnish the Trust with a detailed statement of the Securities held for the Fund under this Agreement. Where Securities are transferred to the account of the Fund without physical delivery, the Custodian shall also identify as belonging to the Fund a quantity of Securities in a fungible bulk of Securities registered in the name of the Custodian (or its nominee) or shown on the Custodian's account on the books of the Book-Entry System or the Depository. With respect to information provided by this section, it shall not be necessary for the Custodian to provide notice as described by Article XI Section F. Notices to Trust; it shall be sufficient to communicate by such means as shall be mutually agreeable to the Trust and the Custodian.

  • Confidentiality and Security The Service Provider will, and will use reasonable endeavours to ensure that Service Provider Affiliates and Third Party Service Providers will, implement reasonable and appropriate technical and organizational security measures to protect Client Personal Data that is within its or their custody or control against unauthorized or unlawful Processing and accidental destruction or loss.

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