SOURCE PROGRAMS AND TECHNICAL DOCUMENTATION Sample Clauses

SOURCE PROGRAMS AND TECHNICAL DOCUMENTATION. 30.1 Supplier shall, at Company's request, enter into an Escrow Agreement using the format defined in Attachment E to safeguard Software Specifications or Supplier Specifications for Software, as applicable, and source program at any time during the duration of this Agreement. Both parties shall negotiate in good faith such Escrow Agreement in which Supplier shall agree to deposit, with a third party escrow agent of Supplier's choice, the Software Source Material and sufficient documentation to support the Software as described on Attachment E. Supplier shall update the deposit for each major release of Software but not less than annually.
Sample 1
AutoNDA by SimpleDocs
SOURCE PROGRAMS AND TECHNICAL DOCUMENTATION. Supplier shall, at Company’s request, enter into an Escrow Agreement substantially the same in form and substance to the form in Exhibit E to this Agreement to safeguard Supplier’s Software Specifications and source program at any time during the duration of this Agreement. Both parties shall negotiate in good faith such Escrow Agreement. If the parties have not entered into an Escrow Agreement then the following clause shall apply: If Supplier, among other things, [CONFIDENTIAL TREATMENT REQUESTED] /*/ Supplier (or some other financially and technically responsible successor in interest acceptable to Company which assumes in writing Supplier’s obligations under the Agreement) -, then (a) Supplier, or others acting on behalf of Supplier, shall furnish to Company [CONFIDENTIAL TREATMENT REQUESTED] /*/ and (b) Supplier will be deemed to have granted to Company [CONFIDENTIAL TREATMENT REQUESTED] /*/. All materials received will be deemed Confidential and Company will use the same care as it does with its Confidential Material. [CONFIDENTIAL TREATMENT REQUESTED] /*/. Company will return [CONFIDENTIAL TREATMENT REQUESTED] /*/ as soon as Supplier is in compliance. Supplier may use 3rd party software and cannot guarantee that said 3rd party will agree to grant a [CONFIDENTIAL TREATMENT REQUESTED] /*/.
Sample 1
SOURCE PROGRAMS AND TECHNICAL DOCUMENTATION. Within sixty (60) days of the Effective Date of this Agreement, Notify and AT&T shall enter into a source code escrow agreement with DSI, Fort Xxxx, or other mutually AT&T Proprietary Page 15 of 27 Use pursuant to AT&T instructions agreeable third party escrow agent ("Escrow Agreement"), pursuant to which Notify shall make AT&T a beneficiary of the source code embodying the Software ("Source Code") and Notify shall deposit such Source Code with such escrow agent within such sixty (60) day period. The Escrow Agreement shall govern the maintenance and release of the Source Code and shall include provisions that the Source Code shall be released by the escrow agent to AT&T in the event that Notify, among other things, becomes insolvent, ceases to carry on business on a regular basis or fails to perform its obligations under this Agreement or is subject to a formal bankruptcy, insolvency or liquidation proceeding (whether voluntary or involuntary) which is not dismissed within sixty (60) days of filing of such proceeding. With respect to such Source Code, Notify hereby grants to AT&T a non-exclusive, non-transferable, non-sub-licensable and restricted license only in the Territory to use the Source Code strictly for the purposes of performing error correction or fixes to the Software so that the Software functions as described within the applicable Documentation, provided however that such license shall only be effective and AT&T may only exercise such license right in the event of a release of the Source Code pursuant to the Escrow Agreement. AT&T shall pay for all costs and expenses associated with the establishment, deposit and maintenance of such escrow account. AT&T acknowledges and agrees that it has no ownership or proprietary interest or right in or to such Source Code, and that in the event of a release of the Source Code to AT&T, AT&T shall acquire only the restricted license rights granted under this Article. AT&T acknowledges and agrees that such Source Code is Notify confidential information, shall be held by AT&T under strict obligations of non-disclosure and confidentiality, and that AT&T shall not distribute, sell, sublicense or disclose such Source Code to any third party. Where this Agreement expires or is terminated for any reason, then AT&T's right hereunder to receive or possess the Source Code shall immediately terminate, as shall the Escrow Agreement and all obligations of Notify hereunder respecting such Source Code. If the parties have...
Sample 1
SOURCE PROGRAMS AND TECHNICAL DOCUMENTATION. In the event that Ericsson commits an act of bankruptcy or defaults in performance of its obligation to furnish, maintain, modify or correct the most current version of the Software provided to ITC under this Agreement, Ericsson agrees to furnish to ITC all source programs, Related Documentation and other information ("Software Source Materials") required for maintenance, modification or correction of such Software. Should ITC's use of the Software Source Materials require the use of any invention covered by a United States patent held by Ericsson, Ericsson agrees not to assert such patent against ITC for the use of the Software Source Materials provided to ITC. ITC's use of the Software Source Materials shall be limited to such use described in the section entitled "RIGHTS IN SOFTWARE" and to -------------------------------------------------------------------------------- Software previously purchased from Ericsson. ITC shall not license any of the Software Source Materials to any third party. ITC agrees that the Software Source Materials are Ericsson's Proprietary Information.
Sample 1
SOURCE PROGRAMS AND TECHNICAL DOCUMENTATION. Sycamore shall, at Sprint’s request, enter into an Escrow Agreement to safeguard Sycamore’s Software Specifications and source program at any time during the duration of this Exhibit. Both parties shall negotiate in good faith such Escrow Agreement under this Exhibit. In the absence of such Escrow Agreement, there will be no transfer of source code.
Sample 1
SOURCE PROGRAMS AND TECHNICAL DOCUMENTATION. Supplier shall, at Company's request, enter into an Escrow Agreement to safeguard Supplier's Software Specifications and source code as long as Supplier has obligations to Company per this Agreement relevant to said Software. Both parties shall negotiate in good faith such Escrow Agreement to be agreed upon by March 15, 1998. If the parties have not entered into an Escrow Agreement then the following clause shall apply: If Supplier, among other things, becomes insolvent, ceases to carry on business on a regular basis or fails to perform its obligations under the Order, Supplemental Agreement or TCL, and during a period of thirty (30) days thereafter Supplier (or some other financially and technically responsible successor in interest acceptable to Company which assumes in writing Supplier's obligations under the Order, Supplemental Agreement or TCL) does not continue to perform those obligations, then (a) Supplier, or others acting on behalf of Supplier, shall furnish to Company all Software source materials and (b) Supplier will be deemed to have granted to Company a perpetual non-exclusive royalty-free right to Use the Software and the Software Source Materials under the provisions of the Order, Supplemental Agreement or TCL. If Company's use of the Software source materials involves use or copying of copyrighted material or the practice of any invention covered by a patent, Supplier shall not assert the copyright or patent against Company.
Sample 1

Related to SOURCE PROGRAMS AND TECHNICAL DOCUMENTATION

  • Technical Documentation Subject to the terms of this Agreement, BROCADE hereby grants to McDATA a nonexclusive, nontransferable, worldwide license to reproduce and use BROCADE's technical documentation provided to McDATA by BROCADE hereunder, solely for McDATA's internal purposes in connection with the manufacture, marketing and support of the McDATA Products into which the Products are incorporated as set forth herein. Modifications to such technical documentation by McDATA shall require BROCADE's prior written authorization, which authorization will not be unreasonably withheld.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you. [ ] List here previous Inventions which you desire to have specifically excluded from the operation of this Agreement. Continue on reverse side if necessary.

  • Product Documentation Supplier shall produce and deliver to Sony Ericsson Product Documentation fulfilling the requirements set out in templates included in Enclosure 2.3.

  • Licensed Software Section 3.17(f).......................................27

  • Licensed Technology The term "Licensed Technology" shall mean the ------------------- Licensed Patents, plus all improvements thereto developed by Licensor, and all related data, know-how and technology.

  • License for Use of Software and Other Intellectual Property Unless expressly prohibited by the licensor thereof or any provision of applicable law, if any, the Borrower hereby grants to the Administrative Agent on behalf of the Secured Parties a limited license to use, without charge, the Borrower’s and the Servicer’s computer programs, software, printouts and other computer materials, technical knowledge or processes, data bases, materials, trademarks, registered trademarks, trademark applications, service marks, registered service marks, service xxxx applications, patents, patent applications, trade names, rights of use of any name, labels, fictitious names, inventions, designs, trade secrets, goodwill, registrations, copyrights, copyright applications, permits, licenses, franchises, customer lists, credit files, correspondence, and advertising materials or any property of a similar nature, as it pertains to the Borrower Collateral, or any rights to any of the foregoing, only as reasonably required in connection with the collection of the Transferred Receivables and the advertising for sale, and selling any of the Borrower Collateral, or exercising of any other remedies hereto, and the Borrower agrees that its rights under all licenses and franchise agreements shall inure to the Administrative Agent’s benefit (on behalf of the Secured Parties) for purposes of the license granted herein. Except upon the occurrence and during the continuation of a Termination Event, the Administrative Agent and the Lenders agree not to use any such license without giving the Borrower prior written notice.

  • Technical Data For the purpose of this Agreement, "TECHNICAL DATA" shall mean all information of the Company in written, graphic or tangible form relating to any and all products which are developed, formulated and/or manufactured by the Company, as such information exists as of the Effective Date or is developed by the Company during the term hereof.

  • Background IP Each Party will own all right, title and interest in its Background IP.

  • Clinical Data The descriptions of the results of any studies and tests conducted by or on behalf of, or sponsored by, the Company or its subsidiaries, or in which the Company has participated, that are described in the Disclosure Package and the Prospectus, or the results of which are referred to in the Disclosure Package and the Prospectus do not contain any misstatement of material fact or omit to state a material fact necessary to make such statements not misleading. The Company has no knowledge of any studies or tests not described in the Disclosure Package and the Prospectus the results of which reasonably call into question in any material respect the results of the studies, tests and trials described in the Disclosure Package or Prospectus.

  • Technology For purposes of this Agreement, “Technology” means all Software, information, designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how, research and development, technical data, programs, subroutines, tools, materials, specifications, processes, inventions (whether or not patentable and whether or not reduced to practice), apparatus, creations, improvements and other similar materials, and all recordings, graphs, drawings, reports, analyses, and other writings, and other embodiments of any of the foregoing, in any form or media whether or not specifically listed herein. Further, for purposes of this Agreement, “Software” means any and all computer programs, whether in source code or object code; databases and compilations, whether machine readable or otherwise; descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing; and all documentation, including user manuals and other training documentation, related to any of the foregoing.

Time is Money Join Law Insider Premium to draft better contracts faster.