Software Covenants Clause Samples

Software Covenants. Reseller agrees to comply with each of the following requirements: (a) Reseller shall not copy, alter, modify, translate, decompile, disassemble, reverse engineer or otherwise attempt to derive source code, or create derivative works of the Software, or any part thereof, or knowingly allow others to do so, during or after the Term. (b) Except as otherwise specifically provided in this Agreement, Reseller shall not loan, rent, lease, give, sub-license, or otherwise transfer, nor communicate or otherwise disclose, the Software, including any part or any copy thereof, in whole or in part, to any person. Reseller agrees that except for copies of the Software provided to Reseller pursuant to Section 6.1 hereof, all such software provided to Reseller hereunder shall remain in its sealed package, as provided by nFront to Reseller, until delivered to a Bank customer of Reseller. (c) Except with respect to providing access to the nHome System to Bank customers as authorized and specifically provided in this Agreement, Reseller shall not electronically transfer the Software, or any part thereof, from one computer to another over a network, irrespective of how linked. (d) The Software, including all parts thereof, and any copies, in whole or in part, and any and all copyrights thereto, are and remain the property of nFront, irrespective of the ownership of the media on which such Software and any parts or copies thereof are contained. (e) Each copy of the Software sold to Banks shall include a license agreement, the form of which shall be as set forth in the Exhibit E, which license shall be incorporated into any Reseller license given to Banks, provided, however, that nFront shall approve in advance the form of any such license. In addition to the license to be provided to Banks upon delivery of access to the nHome System, Reseller shall include in each invoice for use with such software a statement specifically referring to such license agreement and stating that acceptance and/or any use constitutes an assent to all of the terms and conditions of such license agreement, as limited by terms and conditions included therein. To enable nFront to verify compliance herewith, Reseller shall provide nFront with any form agreements and invoices which Reseller plans to use in connection herewith at least thirty (30) days prior to such use. (f) Reseller acknowledges that the laws and regulations of the United States restrict the export and re-export of commodities and techni...