Software Source Code Clause Samples

Software Source Code. Seller has not disclosed, delivered, licensed or made available to any Person or agreed or obligated itself to disclose, deliver, license or make available to any Person, or permitted the disclosure or delivery to any escrow agent or other Person of, any Business Source Code, other than disclosures to employees and consultants involved in the development of Business Products under binding written agreements that prohibit use or disclosure except in the performance of services for Seller. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, result in the disclosure, delivery or license by Seller of any Business Source Code, other than disclosures to employees and consultants involved in the development of Business Products under binding written agreements that prohibit use or disclosure except in the performance of services for Seller. Without limiting the foregoing, neither the execution of this Agreement nor any of the transactions contemplated by this Agreement will result in a release from escrow or other delivery to a third party of any Business Source Code. The software used by Seller in the provision of any Business Product: (i) to the knowledge of Seller, has sufficiently documented source code enabling a reasonably skilled software developer to understand, modify, compile and otherwise utilize the related technology; and (ii) does not contain any disabling mechanisms or protection features which are designed to disrupt, disable, harm or otherwise impede in any manner the operation of, or provide unauthorized access to, a computer system or network or other device on which Business Product software is stored or installed or damage or destroy any data or file without the user's consent. Seller has implemented procedures consistent with standard industry practices to ensure that each Business Product and any software included in the Business Intellectual Property are free from viruses, disabling or other malicious codes. The Business Products and the software included in the Business Intellectual Property do not contain any errors or bugs that adversely affect, or may reasonably be expected to adversely affect, the value, functionality or fitness for the intended purpose of such Business Products or software included in the Business Intellectual Property. None of the software used in the provision of any Business Product fails to comply with an...

Software Source Code. The Vendor shall provide the source code and documentation for all Vendor-developed software to the City. The City shall provide a structured system to safeguard and provide security for the software source code. The Vendor shall promptly supplement the source code and documentation provided to the City hereunder with all revisions, corrections, enhancements or other changes so that the source code and documentation constitutes a human readable program for the current release of all software.

Software Source Code. A. The hardware procured and installed hereunder may be accompanied by computer software copyrighted by the CONTRACTOR or its subcontractor(s). The CONTRACTOR or its subcontractor(s) grant YCTD a perpetual, paid-up, non-exclusive, non-transferable license to use the software. The YCTD shall be placed on the CONTRACTOR’s regular mailing list to receive all announcements, including updates and upgrades to the software furnished under this Agreement; this shall include application software, system software, and software which the CONTRACTOR develops for this Project. “Updates” are those enhancements to the software that the CONTRACTOR generally makes available as part of the annual maintenance program. “Upgrades” are any new feature or major enhancement of the software that the CONTRACTOR markets and licenses for additional fees separately from the updates. For three years or during the warranty period, whichever is longer, any software updates or upgrades which become available and are applicable to the functionality of the supplied software on this Project shall be provided and installed to the YCTD’s system within a mutually agreed upon timeframe. For three years or during the warranty period, whichever is longer, solutions to problems with the CONTRACTOR-supplied software hereunder, whether discovered and corrected on this Project or elsewhere, shall be documented and supplied to the YCTD without additional charge. After three years or during the warranty period, whichever is longer, the YCTD shall have the option of purchasing future upgrades at fair market price. The CONTRACTOR shall also provide announcements pertaining to CONTRACTOR-produced software ten years after Final System Acceptance and shall include announcements pertaining to software produced by third-party suppliers during the warranty period.

Software Source Code. 25.1 Seller agrees that it will at all times maintain a complete package of source code or programs, statements, and software documentation (the "Documentation Package") corresponding to the software which AT&T does not have in its possession. Seller further agrees to maintain the aforementioned source programs, statements, and documentation current by updating the Documentation Package to include any modifications, improvements, enhancements or replacement programs within [*] after their availability. 25.2 In the event that Seller ceases to carry on business on a regular basis, or fails or is unable to maintain any software licensed under this Agreement for any reason for a period of [*], Seller will deliver the Documentation Package(s) to AT&T. Delivery of the deposited materials will be made to AT&T after written request by AT&T, stating the grounds upon which the request is made. Once the deposited materials have been delivered to AT&T, AT&T will have the non-exclusive right to use the materials, [*], to maintain the software and software documentation for its present customer base. If Seller disagrees with AT&T's determination that the Documentation Package should be delivered, the matter will be submitted for dispute resolution in accordance with Section 9.7 of the Purchase and Sale Agreement, provided; however, that (a) the "Senior Executives" identified in Section 9.7(b) will be senior members of the Seller's OEM sales business, and the Buyer's supply line management or purchasing organizations; (b) the time period specified in Section 9.7(c) will apply; and (c) the parties shall request hearing pursuant to the AAA's rules for expedited hearing. 25.3 In the event that AT&T reasonably believes that Seller will either cease carrying on business on a regular basis, or fail to provide software support as required by this Agreement, then AT&T may request, and Seller will agree, to negotiate in good faith the terms of an escrow agreement governing the Documentation Package(s).

Software Source Code. 4.2.1 Subject to compliance by the Customer with the terms hereof, Softsense hereby grants to the Customer, a non-exclusive, nontransferable and non-assignable (except as permitted by Section 19) limited license in the source code versions of the Software, all protocols regarding Software and Equipment not otherwise provided to Customer pursuant to this Agreement and all associated documentation (collectively, the "Source Code"), for the purposes of supporting customer's internal use of the Software licensed to Customer under Paragraph 4.1.1 hereof under those circumstances where Customer would be entitled to receive copies of the Source Code versions of the Software and all associated documentation. Nothing in the limited license granted in this Paragraph 4.1.5 shall entitle Customer to make copies of the Software other than as may be permitted under the terms of this Agreement without paying the appropriate license fee to Softsense or to its successors or assigns. Customer shall be entitled to receive a copy of the Source Code version of each Software program then currently licensed and installed at Licensed Sites and at its office location(s) (along with any protocols and associated documentation) only in the event that Softsense is unable or unwilling to (i) substantially fulfill its obligations under the terms of its warranty set forth in Paragraph 4.4.1 hereof or (ii) substantially fulfill its obligations to provide Software support services under the provisions of Section 6 hereof including, without limitation, Softsense's termination, pursuant to Section 11 hereof, of the Software maintenance and support provisions other than for cause, and fulfillment of such obligations are not available from a successor or assignee of Softsense acceptable to Customer (which acceptance shall be in writing and which acceptance shall not be unreasonably withheld) under terms and conditions substantially the same as set forth herein as pertains to the fulfillment of such obligations. Upon receipt of the Source Code version of any Software program, Customer agrees to protect same in accordance with the provisions of Section 8 hereof, specifically taking such action as may be reasonably required to preserve the confidential and trade secret nature of any Source Code. 4.2.2 Until such time as Customer shall become entitled to receive the Source code version of any or all Software licensed and installed at a Licensed Site or at Customer's office location(s), as applicab...

Software Source Code a) Sabre shall ▇▇▇▇ the Software Source Code as confidential before delivery to TRX, and TRX shall take reasonable step to properly ▇▇▇▇ or otherwise appropriately identify that all copies made thereof as Sabre Highly Confidential Information before being made available to Authorized Employees and Authorized Contractors hereunder. b) TRX shall take the same degree of care to prevent the unauthorized use, dissemination, or publication of the Software Source Code as it uses to protect its own confidential information of a like nature, but in no event shall the safeguards for protecting such Software Source Code be less than a reasonably prudent business would exercise under similar circumstances. The TRX shall take prompt and appropriate action to prevent unauthorized use or disclosure of the Software Source Code. c) TRX shall instruct Authorized Employees and Authorized Contractors not to copy the Software Source Code on their own, and not to disclose the Software Source Code to anyone not authorized to receive it. d) The Software Source Code shall be handled, used, and stored solely at the TRX development site.

Software Source Code. Neither Seller nor any affiliate of Seller shall use the AQS software source code for the purpose of developing any new products.

Software Source Code. Following the Effective Date, Incyte shall upon request by Novartis and in any event no less frequently than every [***] transfer to Novartis any Software Source Code that has not previously been provided to Novartis, including updates and bug fixes to previously provided Software Source Code.

Software Source Code. (i) Except as provided in Section 2.8(l) of the Company Disclosure Schedule, the Company has not disclosed, delivered, licensed or made available to any Person or agreed or obligated itself to disclose, deliver, license or make available to any Person, or permitted the disclosure or delivery to any escrow agent or other Person of, any Company Source Code, other than disclosures to employees and individual independent contractors involved in the development of Company Products under binding written agreements that prohibit use or disclosure except in the performance of services for the Company. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, result in the disclosure, delivery or license by the Company of any Company Source Code, other than disclosures to employees and individual independent contractors involved in the development of Company Products under binding written agreements that prohibit use or disclosure except in the performance of services for the Company. Without limiting the foregoing, neither the execution of this Agreement nor any of the transactions contemplated by this Agreement will result in a release from escrow or other access by a third party of any Company Source Code. (ii) The Company has implemented procedures consistent with standard industry practices to ensure that Company Product and other software constituting Company Owned Intellectual Property are free from viruses, disabling or other malicious codes. (iii) None of the software used in the provision of any Company Product fails to generally comply with any applicable warranty or other contractual commitment relating to the use, functionality, or performance of such Company Product or any product or system containing or used in conjunction with such Company Product.