Software, Etc Sample Clauses
The "Software, Etc" clause defines the terms under which software and related materials are provided, used, or licensed within an agreement. It typically outlines the rights and restrictions regarding the use, modification, distribution, or sublicensing of software, and may address issues such as ownership, intellectual property, and support obligations. For example, it might specify whether the client receives a license to use the software or if the software remains the exclusive property of the provider. This clause is essential for clarifying the parties' rights and responsibilities concerning software, thereby preventing disputes over usage, ownership, and liability.
Software, Etc. Escrow. Promptly after the Effective Date, JetFax ---------------------- shall place with an independent third party escrow agent acceptable to Xerox one complete set, under seal, of source code, object code and supporting documentation for any and all Software, ASICS, FPGAS, and any other programmable devices (including their schematic capture and VHDL files, their ACTEL files, test patterns and test parameters and timing diagrams, to the extent available to JetFax, used to confirm the design) included in the JetFax Deliverables (the "Escrowed Materials"). The Escrowed Materials shall be retained in strict confidence by the chosen escrow agent under the terms of the escrow agreement (which escrow agreement shall be mutually acceptable to both JetFax and Xerox and consistent
Software, Etc. TFC holds a valid license or valid licenses to use all of the computer programs and/or software (other than the operating systems related thereto) employed by TFC to service or account for the Contracts and other Collateral.
Software, Etc. (a) All Software that is part of Owned IP has been developed consistent with accepted industry practices, including best practices for reliability, stability and scalability. Seller has documentation meeting industry standards and sufficient to permit users and IT support personnel of average skill to use and support Seller owned Software. To the knowledge of Seller, the Software used in the Seller business is substantially free of any material defects, bugs and errors and does not contain or make available any disabling codes or instructions, spyware, Trojan horses, worms, viruses or other software routines that permit or cause unauthorized access to, or impairment or disablement of Software, data or other materials.
(b) Seller has used commercially reasonable efforts to (i) identify any Open Source used in its Software or otherwise in Seller’s business. No Software included in Owned IP is or has become subject to Open Source disclosure obligations.
Software, Etc. (a) The software listed on Schedule 2.6(a) contains all of the software (the "Software" or "software") that comprises the JFAX products or that supports the services provided by JFAX to its customers. Such services include principally the e-mail accessing of phone mail and fax messages, and the provision of other computer telephony services to individuals or businesses (the "Services"). Such listing includes each of the software modules ("Modules") of JFAX, and such listing is subdivided by the software components that comprise the JFAX software..
(b) To Seller's knowledge, JFAX holds valid title, license to or leasehold interest in all of the Software, Products, Tools and Intellectual Property, free and clear of any mortgages, pledges, liens, security interests, encumbrances, charges or other claims of third parties of any kind (collectively, "Liens"), other than non-exclusive licenses to use the Products granted by Seller to end-users in the ordinary course of business; provided, however, with respect to Software written by or at the direction of JFAX, this representation and warranty shall not be limited to knowledge. For purposes of this Agreement, the terms Products, Tools and Intellectual Property shall be defined in Section 10.1.
(c) Except for end-user, nonexclusive licenses listed in the Seller Disclosure Schedule, Seller has not granted to any Person or entity, and to Seller's knowledge, no Person or entity, other than Seller, holds any rights in, or licenses, or rights to acquire licenses, to produce, distribute, license, sublicense, sell, use in development or otherwise use, any of the Software, Products, Tools or Intellectual Property. Schedule 2.6(c), together with Schedule 2.6(a), lists all the Software, Products, Tools and Intellectual Property of JFAX.
(d) To the knowledge of Seller, the software of JFAX as listed on Schedule 2.6(a) includes software that is sufficient, in all material respects, to run the products/services of JFAX as currently conducted by the existing management of JFAX.
Software, Etc. To the extent transferable, all computer software, computer databases, computer programs, application software, source codes, and object codes owned by the Subsidiary and used, or held for use, by the Subsidiary in connection with the operation of the Subsidiary's business;
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