Unicore Software Clause Samples

Unicore Software. Upon execution of the Purchase Agreement, and subject to the compliance of all terms and conditions therein by Licensee, title and full ownership in Unicore Software will vest to Licensee, and ownership in said Unicore Software and all copies thereof, will remain with Licensee. Licensee retains the right to use, copy, modify, sublicense and distribute the Unicore Software, and modifications and enhancements thereto made by or for Licensee. Phoenix will take no action that, to the best of its knowledge, would infringe upon Licensee's rights to the Unicore Software. Phoenix hereby acknowledges the ownership by Licensee of the intellectual property embodied in the Unicore Software. Phoenix will cooperate with Licensee in the execution of all required documents to ensure that title is perfected and recorded in Licensee's name within two (2) weeks of the Effective Date. Licensee shall supply Phoenix with all such documents. ****** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 3.2.1 Any and all Modifications, including Derivative Works, to the Unicore Software made by or for Phoenix will remain the property and responsibility of Phoenix. Phoenix shall have the right to make, have made, use, demonstrate, sell, sublicense, import, export and otherwise distribute or dispose of the Modification or Derivative Works, in any manner Phoenix deems appropriate in conducting its business. Phoenix will have the right to register copyrights of its Derivative Works (as a derivative work) and will have the responsibility of defending them. Any Derivative Work will contain Licensee's copyright notice embedded in the code and displayed in the Source Code to the Derivative Work.