Common use of Modifications and Extensions Clause in Contracts

Modifications and Extensions. (a) Licensee may make Modifications and Extensions to the Software for Use on the Designated Unit(s) under the terms set forth in this Section 6.4. (b) In the event Licensee without SAP's participation develops any Modification or Extension (hereinafter referred to as "Licensee Extension" or "Licensee Modification") to the Software, Licensee shall have all rights, title, and interest in such Licensee Modification or Licensee Extension will be used solely in connection with Licensee and its Affiliates' business operations, and that such Licensee Modification or Licensee Extension will not be marketed, licensed or sublicensed, sold, assigned, or otherwise transferred or made available to any third party or other entity, without the express prior written consent of SAP, which consent shall not be unreasonably withheld. Licensee agrees to offer SAP the right of first refusal to any license or to assignment of such Licensee Modification or Licensee Extension and SAP agrees to negotiate in good faith a mutually agreeable license or other arrangement for such rights. (c) In the event SAP develops either independently, or jointly with Licensee, any Modification or Extension to the licensed Software, such Modifications or Extensions will be the exclusive property of SAP and SAP AG, and Licensee will not grant, either expressly or impliedly, any rights, title, interest, or licenses to such Modifications or Extensions to any third party. Licensee shall be entitled to Use such Modifications and Extensions on the Designated Unit(s) at the Designated Site(s) under the terms set forth in this Agreement. (d) The parties hereto agree that the granting of any rights, title, or interest to Licensee in any Modification or Extension (including Licensee Modifications and Licensee Extensions) shall not be construed by the parties hereto, or any court of law or equity, to mean that SAP has granted or given up any rights, title, or interest in or to the SAP Proprietary Information or any part thereof. (e) Licensee agrees that it will not to modify any provided third-party software hereunder, unless expressly authorized in writing by such third-party vendor. (f) Licensee shall register all Modifications to the Software, using OSS (Online Software Service), with SAP prior to making such Modifications. Modifications may be used only on the Designated Unit(s). (g) Licensee agrees to: (i) keep and maintain adequate and current records of all Licensee Modifications or Licensee Extensions (which records shall be made reasonably available to SAP); (ii) promptly disclose to SAP and provide copies to SAP of any Licensee Modifications or Licensee Extensions in which SAP has ownership rights; and (iii) insert in all copies of the Software as modified all copyright, trade secret, or other notices thereon or therein as SAP may from time to time direct.

Modifications and Extensions. (a) Licensee and at Licensee's direction, its authorized Affiliates and Outsourcers may make Modifications and Extensions to the Software developed by or for SAP and/or SAP AG other than third party software, for Use on the Designated Unit(s) under the terms set forth in this Section 6.4section. Licensee shall register all Modifications to the Software with SAP prior to making such Modifications through the SAPNet R/3 Frontend [formerly known as On-line Software Services (OSS)]. Licensee agrees to insert in all copies of the Software as modified all copyright, trade secret, or other notices thereon or therein as SAP may from time to time direct. (b) In the event Licensee without SAP's participation develops any Modification or Extension (hereinafter referred to as "Licensee Extension" or "Licensee Modification") to the Software, Licensee shall have all rights, title, and interest in such Licensee Modification or Licensee Extension subject to SAP's rights in the Software. Such Licensee Extension or Licensee Modification shall be Licensee's Proprietary Information subject to SAP's rights in the Software. Licensee agrees to offer SAP the first right to negotiate a license to or assignment of such Licensee Modification or Licensee Extension and the parties agree to negotiate such rights in good faith. Should Licensee desire to initiate such negotiation, Licensee shall provide to SAP all documentation and material pertaining to such Licensee Modification or Licensee Extension necessary to permit SAP to determine if it desires to exercise its right to negotiate. SAP shall advise Licensee of its decision within 120 days after receipt of all such information. In the event SAP declines or fails to exercise its right to negotiate, within the 120 day period, Licensee shall be free to enter into an agreement with a third party on terms no more favorable than those offered to SAP. Licensee agrees that prior to SAP's waiver of its first right to negotiate, such Licensee Modification or Licensee Extension will be used solely in connection with Licensee and its Affiliates' business operations, and that such Licensee Modification or Licensee Extension will not be marketed, licensed or sublicensed, sold, assigned, or otherwise transferred or made available to any third party or other entityentity except as expressly permitted in this Agreement, without the express prior written consent including Section 2 and Section 10 of SAP, which consent shall not be unreasonably withheld. Licensee agrees to offer SAP the right of first refusal to any license or to assignment of such Licensee Modification or Licensee Extension and SAP agrees to negotiate in good faith a mutually agreeable license or other arrangement for such rightsthis Agreement . (c) In Unless otherwise agreed to in writing by the parties, in the event SAP develops either independently, or jointly with Licensee, any Modification or Extension to the licensed Software, such Modifications Modification or Extensions Extension and all rights associated therewith will be the exclusive property of SAP and SAP AG, and Licensee will not grant, either expressly or impliedly, any rights, title, interest, or licenses to such Modifications or Extensions to any third party. Licensee shall be entitled to Use such Modifications and Extensions developed for or with Licensee on the Designated Unit(s) at the Designated Site(s) under the terms set forth in this Agreement. Licensee agrees to assign all right, title and interest in and to jointly developed Modifications and Extensions to SAP. Licensee agrees to execute, acknowledge and deliver to SAP all documents and do all reasonable things necessary, at SAP's expense, to enable SAP to obtain and secure such Modifications or Extensions throughout the world. Licensee agrees to take all reasonable action within its control to secure the necessary rights and obligations from relevant employees, or third parties in order to satisfy the above obligations. (d) The parties hereto agree that the granting of any rights, title, or interest to Licensee in any Modification or Extension (including Licensee Modifications and Licensee Extensions) shall not be construed by the parties hereto, or any court of law or equity, or any arbitration panel to mean that SAP has granted or given up any rights, title, or interest in or to the SAP Proprietary Information or any part thereofInformation. (e) Licensee agrees that it will not to modify take any provided third-party software hereunderaction that would limit SAP's independent development, unless expressly authorized in writing by such third-party vendor. (f) Licensee shall register all Modifications to the Softwaresale, using OSS (Online assignment, licensing or use of its own Software Service), with SAP prior to making such Modifications. Modifications may be used only on the Designated Unit(s). (g) Licensee agrees to: (i) keep and maintain adequate and current records of all Licensee or Modifications or Extensions thereto. Notwithstanding the foregoing, in the event SAP does not exercise its first right of refusal or waives such right, Licensee Extensions (which records shall be made reasonably available to SAP); (ii) promptly disclose to SAP and provide copies to SAP of any may sell, assign or license the Licensee Modifications Modification or Licensee Extensions Extension without being in which SAP has ownership rights; and (iii) insert in all copies breach of the Software as modified all copyright, trade secret, or other notices thereon or therein as SAP may from time to time directAgreement.

Modifications and Extensions. (a) Licensee may make Modifications and Extensions to the Software for Use on the Designated Unit(s) Units under the terms set forth in this Section 6.4. (b) In the event Licensee without SAP's participation develops any Extension or Modification or Extension (hereinafter referred to as "Licensee Extension" or a "Licensee Modification".) to the Software, Licensee shall have all rights, title, title and interest in such Licensee Modification Extension or Licensee Modification subject to SAP's rights in the Software. Licensee agrees, however, that such Licensee Extension or Licensee Modification will be used solely in connection with Licensee Licensees and its Affiliates' business operations, and that such Licensee Modification Extension or Licensee Extension Modification will not be marketed, licensed or sublicensed, sold, assigned, or otherwise transferred or made available to any third party or other entity, without the express prior written consent of SAP, which consent shall not be unreasonably withheld. Licensee agrees to offer SAP the right of first refusal to any license to or to assignment of such Licensee Modification Extension or Licensee Extension Modification and SAP agrees to negotiate in good faith for a mutually agreeable license or other arrangement for such rights. (c) In the event SAP develops either independently, or jointly with Licensee, any Extension or Modification or Extension to the licensed Software, such Modifications Extension or Extensions will Modification shall be the exclusive property of SAP and SAP AG, and Licensee will not grant, grant either expressly or impliedlyimplicitly, any rights, title, interest, interest or licenses to such Modifications or Extensions to any third party. Licensee shall be entitled to Use such Modifications and Modification or Extensions on the Designated Unit(sUnit (s) at the Designated Site(s) under the terms set forth in this Agreement. (d) The parties hereto agree that the granting of any rights, title, or interest to Licensee in any Extension or Modification or Extension (including Licensee Modifications Extensions and Licensee ExtensionsModifications) shall not be construed by the parties hereto, or any court of law or equitylaw, to mean that SAP has granted or given up any rights, title, or interest in or to the SAP Proprietary Information or any part thereof. (e) Licensee agrees that it will not to modify the Third Party Database and any other provided third-party software hereunder, unless expressly authorized in writing by such third-party vendor. (f) In the event when Licensee carries out Modifications, Licensee shall require a set up code from SAP for each Modification and shall register all Modifications to the Software, using OSS (Online Software Service), with to SAP prior to making such Modifications. Modifications may be used only on the Designated Unit(sUnits). (g) Licensee agrees to: (i) keep and maintain adequate and current records of all Licensee Modifications or Licensee Extensions (which records shall be made reasonably available to SAP); (ii) promptly disclose to SAP and provide copies to SAP of any Licensee Modifications or Licensee Extensions in which SAP has ownership rights; and (iii) insert in all copies of the Software as modified all copyright, trade secret, or other notices thereon or therein as SAP may from time to time direct.

Modifications and Extensions. (a) Licensee may make Modifications and Extensions to the Software Software, other than third party software, for Use on the Designated Unit(s) under the terms set forth in this Section 6.4section. Licensee shall register all Modifications to the Software with SAP prior to making such Modifications. Licensee agrees to insert in all copies of the Software as modified all copyright, trade secret, or other notices thereon or therein as SAP may from time to time direct. (b) In the event Licensee without SAP's participation develops any Modification or Extension (hereinafter referred to as "Licensee Extension" or "Licensee Modification") to the Software, Licensee shall have all rights, title, and interest in such Licensee Modification or Licensee Extension subject to SAP's rights in the Software. Licensee agrees to offer SAP the first right to negotiate a license to or assignment of such Licensee Modification or Licensee Extension and the parties agree to negotiate such rights in good faith. Licensee agrees that prior to SAP's termination or waiver of its first right to negotiate, such Licensee Modification or Licensee Extension will be used solely in connection with the business operations of Licensee and its Affiliates' business operations, and that such Licensee Modification or Licensee Extension will not be marketed, licensed or sublicensed, sold, assigned, or otherwise transferred or made available to any third party or other entity, without . All notices concerning the express prior written consent SAP's first right to negotiate shall be provided in writing to the attention of SAP's Vice President, which consent Solutions and Partner Support, Assistant General Counsel, and the Licensee's Chief Financial Officer. Should Licensee desire to initiate such negotiation, Licensee shall not be unreasonably withheld. Licensee agrees provide to offer SAP the right of first refusal all documentation and material pertaining to any license or to assignment of such Licensee Modification or Licensee Extension reasonably necessary to permit SAP to determine if it desires to exercise its right to negotiate. SAP shall advise Licensee of its decision in writing within one hundred and eighty (180) days after receipt of all such information. In the event SAP declines, in writing, or fails to exercise its right to negotiate, within the one hundred and eighty (180) day period, Licensee shall be free to enter into an Agreement with a third party. Licensee agrees that prior to negotiate the passing of one hundred and eighty (180) days or SAP's waiver of its first right to negotiate, such Licensee Modification or Licensee Extension will be used solely in good faith a mutually agreeable license connection with the business operations of Licensee and its Affiliates, and that such Licensee Modification or other arrangement for such rightsLicensee Extension will not be marketed, licensed, or sublicensed, sold, assigned, or otherwise transferred or made available to any third party. (c) In the event SAP develops either independently, or jointly with Licensee, any Modification or Extension to the licensed Software, such Modifications Modification or Extensions and all rights associated therewith will be the exclusive property of SAP and SAP AG, and Licensee will not grant, either expressly or impliedly, any rights, title, interest, or licenses to such Modifications or Extensions to any third party. Licensee shall be entitled to Use such Modifications and Extensions developed for or with Licensee on the Designated Unit(s) at the Designated Site(s) under the terms set forth in this Agreement. Licensee agrees to assign all right, title and interest in and to jointly developed Modifications and Extensions to SAP. Licensee agrees to execute, acknowledge and deliver to SAP all documents and do all things necessary, at SAP's expense, to enable SAP to obtain and secure such Modifications or Extensions throughout the world. Licensee agrees to secure the necessary rights and obligations from relevant employees, or third parties in order to satisfy the above obligations. (d) The parties hereto agree that the granting of any rights, title, or interest to Licensee in any Modification or Extension (including Licensee Modifications and Licensee Extensions) shall not be construed by the parties hereto, or any court of law or equity, or any arbitration panel to mean that SAP has granted or given up any rights, title, or interest in or to the SAP Proprietary Information or any part thereofInformation. (e) Licensee agrees that it will not to modify any provided third-party software hereunder, unless expressly authorized in writing by such third-party vendor. (f) Licensee shall register all Modifications to the Software, using OSS (Online Software Service), with SAP prior to making such Modifications. Modifications may be used only on the Designated Unit(s). (g) Licensee agrees to: (i) keep and maintain adequate and current records of all Licensee Modifications or Licensee Extensions (which records shall be made reasonably available to SAP); (ii) promptly disclose to SAP and provide copies to SAP of any Licensee Modifications or Licensee Extensions in which SAP has ownership rights; and (iii) insert in all copies of the Software as modified all copyright, trade secret, or other notices thereon or therein as SAP may from time to time direct.

Modifications and Extensions. (a) Licensee may make Modifications and Extensions to the Software Software, other than third party software, for Use on the Designated Unit(s) under the terms set forth in this Section 6.4Section. Licensee shall register all Modifications to the Software with SAP prior to making such Modifications. Licensee agrees to insert in all copies of the Software as modified all copyright, trade secret, or other notices thereon or therein as SAP may from time to time direct. (b) In the event Licensee without SAP's ’s participation develops any Modification or Extension (hereinafter referred to as "“Licensee Extension" ” or "“Licensee Modification"”) to the Software, Licensee shall have all rights, title, and interest in such Licensee Modification or Licensee Extension subject to SAP’s rights in the Software. Licensee agrees to offer SAP the first right to negotiate a license to or assignment of such Licensee Modification or Licensee Extension and the parties agree to negotiate such rights in good faith. Licensee agrees that prior to SAP’s exercise or waiver of its first right to negotiate, such Licensee Modification or Licensee Extension will be used solely in connection with Licensee and its Affiliates' ’ business operations, and that such Licensee Modification or Licensee Extension will not be marketed, licensed or sublicensed, sold, assigned, or otherwise transferred or made available to any third party or other entity, without the express prior written consent of SAP, which consent shall not be unreasonably withheld. Licensee agrees to offer SAP the right of first refusal to any license or to assignment of such Licensee Modification or Licensee Extension and SAP agrees to negotiate in good faith a mutually agreeable license or other arrangement for such rights. (c) In the event SAP develops either independently, or jointly with Licensee, any Modification or Extension to the licensed Software, such Modifications Modification or Extensions and all rights associated therewith will be the exclusive property of SAP and SAP AG, and Licensee will not grant, either expressly or impliedly, any rights, title, interest, or licenses to such Modifications or Extensions to any third party. Licensee shall be entitled to Use such Modifications and Extensions developed for or with Licensee on the Designated Unit(s) at the Designated Site(s) under the terms set forth in this Agreement. Licensee agrees to assign all right, title and interest in and to jointly developed Modifications and Extensions to SAP. Licensee agrees to execute, acknowledge and deliver to SAP all documents and do all things necessary, at SAP’s expense, to enable SAP to obtain and secure such Modifications or Extensions throughout the world. Licensee agrees to secure the necessary rights and obligations from relevant employees, or third parties in order to satisfy the above obligations. (d) The parties hereto agree that the granting of any rights, title, or interest to Licensee in any Modification or Extension (including Licensee Modifications and Licensee Extensions) shall not be construed by the parties hereto, or any court of law or equity, or any arbitration panel to mean that SAP has granted or given up any rights, title, or interest in or to the SAP Proprietary Information or any part thereofInformation. (e) Licensee agrees that it will not to modify take any provided third-party software hereunderaction that would limit SAP’s independent development, unless expressly authorized in writing by such third-party vendor. (f) Licensee shall register all Modifications to the Softwaresale, using OSS (Online assignment, licensing or use of its own Software Service), with SAP prior to making such Modifications. Modifications may be used only on the Designated Unit(s). (g) Licensee agrees to: (i) keep and maintain adequate and current records of all Licensee or Modifications or Licensee Extensions (which records shall be made reasonably available to SAP); (ii) promptly disclose to SAP and provide copies to SAP of any Licensee Modifications or Licensee Extensions in which SAP has ownership rights; and (iii) insert in all copies of the Software as modified all copyright, trade secret, or other notices thereon or therein as SAP may from time to time directthereto.