Common use of Timeclock Clause in Contracts

Timeclock. Notwithstanding anything to the contrary contained in this Agreement, the proprietary software product developed by the Company known as "Timeclock" shall not be included in the Business or the Company's Assets. The Shareholders shall cause the grant to Sage and its affiliates of an unrestricted perpetual royalty free license to use Timeclock pursuant to a license agreement (the "License Agreement"). After the Closing Date, the Company shall receive from the owner of Timeclock and any transferee thereof all updates, revisions and modifications to Timeclock at no charge and in accordance with the License Agreement. The Shareholders agree that any management time spent on managing the operations of Timeclock shall be billed to and paid by the owner of Timeclock to the Company at the Company's normal full rates.