NEW DEVELOPMENT COMMITMENTS Clause Samples

NEW DEVELOPMENT COMMITMENTS. In the event Oracle believes that it is appropriate that a modification, enhancement, localization or extension (which is not specified in the Development Plan) be incorporated into the supported ISI Member Program, then: a. ISI Member shall have the right to undertake such development commitment pursuant to an amendment to the Development Plan. b. If ISI Member elects not to undertake such development commitment, and such modification, enhancement, localization or extension goes to the core ISI Member Program and cannot readily be separated from such Program without requiring re-coding of any portion of the Program, then Oracle, only with ISI Member's prior written consent and subject to the provisions of this Agreement related to ownership, may develop or fund development of such modification, enhancement, localization or extension to ISI Member Program and license it to existing and prospective Customers. In the event ISI Member provides such consent and Oracle performs or funds such development, Oracle shall be entitled to recover its investment in such development [ * ]. Oracle shall have the right to offset such amounts against the sublicense and technical support fees payable to ISI Member hereunder; provided, however, that the rate of such offset shall be as agreed to by the parties in a schedule at the time ISI Member provides consent to Oracle for the relevant development commitment. c. If ISI Member elects not to undertake such development commitment, and such development (i) is a "bolt-on" which can readily be separated from the ISI Member Program and (ii) does not contain the same functionality of the ISI Member Program(s) which it modifies, localizes, enhances or extends, then Oracle, without ISI Member's consent, (x) shall have the right to develop such development to the ISI Member Program, (y) shall retain ownership of the Intellectual Property Rights in such bolt-on, and (z) shall have the right to license it to existing and prospective Customers. In the event that the creation of the foregoing bolt-on by Oracle requires the creation of an application programming interface ("API") or the creation of changes to an ISI Member Program, then Oracle shall so notify ISI Member and ISI Member agrees at its own expense to use commercially reasonable efforts to create the necessary API or to create the changes to the applicable ISI Member Program. ISI Member shall own all Intellectual Property Rights in the API and the changes made to the ISI Memb...