Use of Existing Materials. To the extent that Work Product(s) under ------------------------- development may incorporate or require the use of Existing Materials, or to the extent Chordiant intends, in its performance of Services, to utilize any such Existing Materials (except as such are utilized by Chordiant in the performance of warranty Service obligations or pre-paid support Services), Chordiant shall: (i) notify EDS of such intent prior to commencement of performance of Services; (ii) identify to EDS the ownership of such Existing Materials; (iii) describe the use to which Chordiant intends to put such Existing Materials; and (iv) explain Chordiant's ability to proceed with performance of the Services without the use of such Existing Materials. EDS may require that Chordiant perform Services without the use of such Existing Materials. If any such Existing Material is owned by a third party and/or is used in the performance of Services, Chordiant warrants that it has acquired all licenses and authorizations necessary to utilize the Existing Material in the manner and for the purpose intended by Chordiant in its actual use of such Existing Material in the performance of Services. To the extent that Existing Materials are incorporated in Work Products, Chordiant grants to EDS and its Affiliates a royalty-free, irrevocable, worldwide, non-exclusive, perpetual right to use, modify and prepare derivative works of such Existing Materials and to use and display such Existing Materials, with full rights to authorize others to do the same but only to the extent required to utilize the Work Product in accordance with the Ownership Rights granted in this Agreement, unless otherwise agreed to in writing by the parties for specific Work Product(s).
Use of Existing Materials. City shall provide for the transfer of all information and construction documentation in City’s possession, custody or control to Authority and CAM-Carson for XXX-Xxxxxx’x use in completing the Remaining Horizontal Work on behalf of Authority as provided in the Conveyancing Agreement as amended. City agrees that CAM-Xxxxxx may use, and City shall make, or cause to be made, available to CAM-Xxxxxx, at no additional cost or expense, any existing systems or improvements at the Cell 2 Site in the possession, custody or control of City and any materials acquired, held or controlled by City for the Remedial Systems and Site
Use of Existing Materials. To the extent that Work Product(s) under development may incorporate or require the use of Existing Materials, or to the extent Supplier intends, in its performance of Services, to utilize any such Existing Materials (except as such are utilized by Supplier in the performance of warranty Service obligations or pre-paid support Services), Supplier shall: (i) notify EDS of such intent prior to commencement of performance of Services; and (ii) identify to EDS the ownership of such Existing Materials. EDS may require that Supplier perform Services without the use of such Existing Materials. If any such Existing Material is owned by a third party and/or is used in the performance of Services, Supplier warrants that it has acquired all licenses and authorizations necessary to utilize the Existing Material in the manner and for the purpose intended by Supplier in its actual use of such Existing Material in the performance of Services. To the extent that Existing Materials are incorporated in Work Products, Supplier grants to EDS and its affiliates a royalty-free, irrevocable, worldwide, non-exclusive, perpetual right to use, modify and prepare derivative works of such Existing Materials and to use and display such Existing Materials, with full rights to authorize others to do the same but only to the extent required to utilize the Work Product in accordance with the Ownership Rights granted in this Agreement.
Use of Existing Materials. For purposes of this Agreement, "Existing Materials" means any confidential or proprietary materials which belong to third parties or in which Network-1 has a pre-existing intellectual property interest. To the extent that Work Product(s) under development may incorporate or require the use of Existing Materials, or to the extent Network-1 intends, in its performance of Services, to utilize any such Existing Materials (except as such are utilized by Network-1 in the performance of warranty Service obligations or pre-paid support Services), Network-1 shall: (i) notify EDS of such intent prior to commencement of performance of Services; (ii) identify to EDS the ownership of such Existing Materials; (iii) describe the use to which Network-1 intends to put such Existing Materials; and (iv) explain Network-1's ability to proceed with performance of the Services without the use of such Existing Materials. EDS may require that Network-1 perform Services without the use of such Existing Materials. If any such Existing Material is owned by a third party and/or is used in the performance of Services, Network-1 warrants that it has acquired all licenses and authorizations necessary to utilize the Existing Material in the manner and for the purpose intended by Network-1 in its actual use of such Existing Material in the performance of Services. To the extent that Existing Materials are incorporated in Work Products, Network-1 grants to EDS and its affiliates a royalty-free, irrevocable, worldwide, non-exclusive, perpetual right to use the Work Product together with the Licensed Software in accordance with the terms and conditions of this Agreement or in a separate agreement supplemental to this Agreement.
