Improved Technology Clause Samples
The Improved Technology clause defines how advancements or enhancements to existing technology developed during the course of an agreement are handled between the parties. Typically, this clause specifies ownership rights, usage permissions, and obligations regarding any improvements made to the original technology, whether by one party or collaboratively. For example, if a contractor refines a patented process while working for a client, the clause will determine who owns the rights to those refinements and how they may be used or commercialized. Its core function is to allocate rights and responsibilities for technological improvements, preventing disputes and ensuring both parties understand their entitlements regarding new developments.
Improved Technology. BNY Mellon shall: (1) jointly with Voya, identify cost-efficient methods to implement technology changes and proven methodologies and implement such changes and methodologies in accordance with the Change Procedures; (2) use commercially reasonable efforts to maintain a level of technology, in a manner consistent with other top-tier fund administration or business process outsourcing service providers; and (3) as part of the Executive Committee meetings conducted in accordance with Exhibit 5, meet with Voya to discuss any new information processing technology or business process that BNY Mellon is developing or technology or process trends and directions of which BNY Mellon is otherwise aware that could reasonably be expected to have an impact on Voya’s business. To the extent that BNY Mellon establishes an advisory board or other group for the purpose of evaluating and setting policy with regard to then-existing technology and available upgrades applicable to BNY Mellon’s services and such advisory board or other group includes client representatives, BNY Mellon will permit Voya to have at least one representative (to be selected by Voya) on such advisory board or other group, provided that such obligation will not require BNY Mellon to add additional Voya representatives to such board or other group if a Voya or a Voya Affiliate personnel already represents Voya or a Voya Affiliate on such board or other group.
Improved Technology. The SI shall also propose Updates to maintain the currency of the applicable NFPS Software and to take advantage of software engineering and other relevant developments.
Improved Technology. In providing technology and the Services to EMW, IBM shall (1) jointly with a EMW's designee and in accordance with the Procedures Manual, identify the least cost/highest benefit methods to implement technology changes and proven methodologies and, upon EMW's approval, implement technology changes and proven methodologies, (2) at EMW's request, inform EMW about the Improved Technology for EMW's evaluation in connection with the Services and (3) at EMW's request, meet with EMW once during every 60 day period in accordance with the Procedures Manual to inform EMW of any new technology relating to the Services which IBM is developing or of which IBM is otherwise aware that could reasonably be expected to have an impact on EMW's business.
Improved Technology. Commencing on the Cutover Date and continuing throughout the Term and, if applicable, in accordance with the Change Control Procedure, Supplier shall: (a) provide the Services using application management methodologies and processes that (i) allows the PacifiCare Entities to take advantage of technological advances in order to facilitate PacifiCare's goal to remain competitive in the markets that the PacifiCare Entities serve, (ii) are at least current with the methodologies and processes that Supplier uses in providing services to its other customers who receive services substantially comparable to the Services, and (iii) are consistent with the current level of technology generally adopted from time to time in the PacifiCare Entities' industries; (b) jointly, with PacifiCare, continually identify and evaluate the least cost/highest benefit methods to implement technology advancements and improved application management methodologies and processes that represent advancements, improved methods, and processes in addition to the level of technology evolution, advancement and improvement otherwise contemplated by this Agreement (collectively, "IMPROVED TECHNOLOGY"); (c) implement such Improved Technology after obtaining PacifiCare's consent thereto (implementation of which shall be effectuated pursuant to Section 5.1, as agreed by the Parties); and (d) meet with PacifiCare, upon PacifiCare's request and at least once during every ninety (90)-day period, in accordance with the procedures agreed upon by the PacifiCare Supplier Relationship Manager and the Supplier Client Relationship Manager, to inform PacifiCare of any Improved Technology Supplier is developing or technology and application management trends or directions Supplier, in the ordinary course of its business, is aware of, that could reasonably be expected to have an impact on PacifiCare Entities' business, taking into consideration the PacifiCare Entities' use of the Services; provided that if the disclosure of any such Improved Technology are subject to binding nondisclosure agreements between Supplier and a third party, Supplier shall comply with such agreements and only provide information regarding such Improved Technology to the extent permitted by such agreements.
Improved Technology. As part of the Services, Perot Systems shall provide CalPX with information about, an▇ ▇▇▇ommendations regarding, information technology developments that could reasonably be expected to have a favorable impact on CalPXs information technology operations for CalPXs consideration and evaluation, including information regarding any new information technology developments that are not subject to third party confidentiality restrictions made generally available by Perot Systems for use by Perot Systems' customers. In additi▇▇, ▇erot Systems shall m▇▇▇ ▇ith CalPX at least twice per year ▇▇▇▇▇g the Term to inform CalPX of any new information technology developments that are not subject to third party confidentiality restrictions which Perot Systems is developing and any appropriate information ▇▇▇▇▇ssing trends and directions of which Perot Systems is aware.
Improved Technology. 10 3.9 Changes in Law and Regulations .......................................10 3.10 TechnicalStandards ...................................................11 3.11
Improved Technology. Fiserv shall use reasonable efforts to provide Northern Trust access to, for Northern Trust's evaluation and testing, new information technology developments relating to the financial and information services industries, relating to Designated Services ("Improved Technology"), providing such access is not inconsistent with Fiserv's obligations of confidentiality to any unaffiliated third party. All fees and expenses associated with such evaluation and testing shall be borne by the parties as mutually agreed by the parties. Fiserv shall use reasonable efforts to adopt and implement at its cost any Improved Technology that becomes the industry standard for leading technology banking service institutions serving the large corporate market; provided however, that nothing herein shall be understood to mean that any Improved Technology proposed or implemented by Fiserv may not be a New Service hereunder, which New Service is governed by the provisions of Section 4.1 hereof. In addition, to the extent not inconsistent with Fiserv's obligations of confidentiality to any unaffiliated third party, Fiserv shall meet with Northern Trust at least once during every 180 day period to inform Northern Trust of any Improved Technology related to any item or information processing or imaging technology Fiserv is developing, or is considering developing, or is otherwise aware of, that relates to either the financial or information services industries. In general Fiserv covenants and agrees to use reasonable efforts to remain current with respect to new information technology developments relating to the Designated Services, such as investing in new hardware for image based item processing. Notwithstanding the foregoing but in furtherance thereof, the Management Committee shall adopt a plan each year for implementing Improved Technology. Compliance with the plan shall create a strong presumption that Fiserv's agreements with respect to Improved Technology contained in this Section 3.4 have been fully carried out.
Improved Technology. As part of the Core Obligations, PSC shall provide to THC for ▇▇▇▇▇’▇ evaluation and testing in connection with the Services, at the same time as access is provided to other PSC customers, any new, commercially available PSC information processing technology developments, including new software and hardware developments, that could reasonably be expected to have an impact on ▇▇▇▇▇’▇ business. If, after such evaluation and testing, THC requests that PSC provide any Improved Technology to ▇▇▇▇▇ for ▇▇▇▇▇’▇ use, PSC shall provide such Improved Technology to ▇▇▇▇▇ at reasonable commercial rates as may be agreed to by THC and PSC.
Improved Technology. Fiserv shall use reasonable efforts to provide Northern Trust access to, for Northern Trust’s evaluation and acceptance testing, new information technology developments relating to the financial and information services industries or to any Designated Services (“Improved Technology”), provided, that such access is not inconsistent with Fiserv’s obligations of confidentiality to any unaffiliated third party. All costs, fees and expenses associated with such evaluation and testing shall be borne by the parties as mutually agreed by the parties hereto. Fiserv shall use reasonable efforts to adopt and implement at its cost any Improved Technology that becomes the industry standard for leading technology banking service institutions serving the large corporate market. In addition, to the extent not inconsistent with Fiserv’s obligations of confidentiality to any unaffiliated third party, Fiserv shall meet with Northern Trust at least once each Contract Year to inform Northern Trust of any Improved Technology related to any item or information processing or imaging technology Fiserv is developing, or is considering developing, or is otherwise aware of, that relates to either the financial or information services industries or to any Designated Services. Except as otherwise mutually agreed by the parties hereto, Fiserv covenants and agrees (1) that any and all third-party software used by Fiserv to provide the Designated Services shall never be more than one version behind the then-current release of such third-party software available in the marketplace, and (2) that the same software shall be used at each Service Location. Each quarter, Fiserv shall obtain an update from its software vendors that identifies the current released version of third-party software used by Fiserv to provide the Designated Services and such updates shall be discussed in the monthly management meetings described in Exhibit 9.
Improved Technology. 6.1 Licensor agrees that Licensee has the sole and exclusive right in and to the Improved Technology and Licensee has the right to apply for patent, copyright or other intellectual property rights regarding the Improved Technology, and to request Licensor to provide necessary assistance for such application.