Common use of Title to Software Clause in Contracts

Title to Software. physical media vests in Licensee upon delivery. PeopleSoft represents that Software contains valuable proprietary information. Software has been developed at private expense and is provided to U.S. Government agencies/ subcontractors subject to applicable restrictions of FAR 52.227-19(c) or DFAR 227.7202-32, for defense-related agencies. The parties' authorized representatives have signed this Agreement: [LICENSEE] PEOPLESOFT USA, INC. ADDRESS: ADDRESS: /s/ Signature Illegible /s/ Signature Illegible Authorized Signature Authorized Signature --------------------------- -------------------------- --------------------------- -------------------------- Printed Name and Title Printed Name and Title EFFECTIVE DATE: [MONTH] [DAY], 1998 APPROVAL: PeopleSoft shall indemnify and defend Licensee against any claims that the Software infringes any United States or Canadian patent or copyright, provided that PeopleSoft is given prompt Notice of such claim and is given information, reasonable assistance, and sole authority to defend or settle the claim. In the defense or settlement of the claim, PeopleSoft may, in its reasonable judgment and at its option and expense: (1) obtain for Licensee the right to continue using the Software; or (2) replace or modify the Software so that it becomes noninfringing while giving equivalent performance. PeopleSoft shall have no liability to indemnify or defend Licensee to the extent the alleged infringement is based on any Software: (a) modification by anyone other than PeopleSoft; or (b) use other than in accordance with the Documentation or this Agreement.