Common use of PROPRIETARY SYSTEMS Clause in Contracts

PROPRIETARY SYSTEMS. Systems Integrator acknowledges that all of the software systems and components utilized by Netgateway in the Netgateway ICC, including all enhancements thereto and the Intellectual Property Rights (as defined in Section 1.2(c)), and all screens and formats used in connection therewith are and shall be the exclusive proprietary property of Netgateway, and Systems Integrator shall not publish, disclose, display, provide access to or otherwise make available any Netgateway software or products thereof, or any screens, formats, reports or printouts used, provided, produced or supplied from or in connection therewith, to any person or entity other than an employee of Systems Integrator without the prior written consent of, and on terms acceptable to Netgateway, which consent shall not be unreasonably withheld; PROVIDED, HOWEVER, that Systems Integrator may disclose to a governmental or regulatory agency or to customers of Systems Integrator any information expressly prepared and acknowledge in writing by Netgateway as having been prepared for disclosure to such governmental or regulatory agency or to such customers. Except as provided in Sections 1.2(d) and 11.3, neither party shall disclose Systems Integrator's provision of eCommerce Services in any advertising or promotional materials without the prior written consent to such use, and approval of such materials, by the other. In addition, this is a contract for access to the Netgateway ICC and the software comprising the Netgateway ICC will be installed, accessed and maintained only by or for Netgateway and no license is granted to Systems Integrator with respect thereto. Systems Integrator will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Netgateway ICC or any software, documentation or data related thereto ("Software"); modify, translate, or create derivative works based on the Netgateway ICC or any Software; or copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Netgateway ICC or any Software; or, except as contemplated herein, use the Netgateway ICC or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

PROPRIETARY SYSTEMS. Systems Integrator (a) Except as set forth in Section 10.1(b) hereof, Subscriber acknowledges that all of the software systems and components utilized by Netgateway in the Netgateway ICCprovision of Internet Services hereunder, including all enhancements thereto and the Intellectual Property Rights (as defined in Section 1.2(c))thereto, and all screens and formats used in connection therewith are and shall be the exclusive proprietary property of Netgateway, and Systems Integrator Subscriber shall not publish, disclose, display, provide access to or otherwise make available any Netgateway software or products thereof, or any screens, formats, reports or printouts used, provided, produced or supplied from or in connection therewith, to any person or entity other than an employee of Systems Integrator Subscriber without the prior written consent of, and on terms acceptable to Netgateway, which consent shall not be unreasonably withheld; PROVIDEDprovided, HOWEVERhowever, that Systems Integrator Subscriber may disclose to a governmental or regulatory agency or to customers of Systems Integrator Subscriber any information expressly prepared and acknowledge in writing by Netgateway as having been prepared for disclosure to such governmental or regulatory agency or to such customers. Except as provided in Sections 1.2(d) and 11.3, neither Neither party shall disclose Systems IntegratorSubscriber's provision use of eCommerce Internet Services in any advertising or promotional materials without the prior written consent to such use, and approval of such materials, by the other. In addition. (b) If Netgateway's business operations shall cease for any reason other than in connection with a sale of all or substantially all of its capital stock or assets, this is a contract for access then solely with respect to the Internet Services that are being provided to Subscriber pursuant to the eCommerce Services Order Form No. 1 (the "Licensed Services"), and at any time with respect to the license granted under Paragraph 1.5(d), Netgateway ICC hereby grants to Subscriber, subject to the terms and conditions of this Agreement, the non-exclusive, non-transferable right to use and to permit third parties to use in connection with providing Internet services in perpetuity the software comprising the Netgateway ICC will be installed, accessed and maintained only by or for Netgateway and no license is granted to Systems Integrator with respect thereto. Systems Integrator will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Netgateway ICC or any software, documentation or data systems related thereto ("Software"); modify, translate, or create derivative works based on the Netgateway ICC or any Software; or copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Netgateway ICC or any Software; orLicensed Services, except as contemplated hereinincluding all software source for compiled programs, use the Netgateway ICC or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labelsall stored procedures and application files and databases and all documentation and relevant explanations relating thereto.