Vendor Software Clause Samples

Vendor Software. All software and related documentation (1) (a) owned by Vendor or its affiliates prior to the Effective Date or of which Vendor or its affiliates acquire ownership of after the Effective Date, which is used in connection with the Services and (b) developed by Vendor after the Effective Date which is not Developed Materials, and (2) licensed or leased from a third party by Vendor prior to or after the Effective Date which will be used in connection with the Services ((1) and (2) collectively, the "Vendor Software") is, or will be, and shall remain, the exclusive property of Vendor or its third-party licensor and AMEX shall have no rights or interests to the Vendor Software except as described in this Section 9.01. Vendor shall use the Vendor Software to provide the Services to AMEX during the Term for use in connection with the Services at no additional cost to AMEX other than as expressly provided in this Agreement.

Vendor Software. Vendor Software shall be provided to Customer in accordance with the Vendor’s standard software license agreement, copies of which agreement(s) will be provided at six (6) months after CDR, and the software license will be transferred to Customer upon installation of such Vendor Software. Customer shall use Vendor Software in accordance with the provisions of such software license agreements.

Vendor Software. (a) Subject to Section 7.4, Vendor retains all right, title and interest in and to Vendor Software, including all modifications, enhancements and derivative works relating thereto. In providing the Services, Vendor shall not use any Vendor Software without ACI’s prior written approval, which approval shall not be unreasonably withheld; provided, however that Vendor may use any Vendor Software to be used as Shared Software without approval from ACI. Vendor shall be responsible for installing, operating and maintaining Vendor Software at its own expense. (b) As and to the extent necessary for ACI to receive the Services and otherwise obtain the benefits as specified this Agreement, Vendor grants to ACI a worldwide, fully paid-up, nonexclusive license during the Term to use Vendor Software as it exists from time to time during the Term to receive the Services during the Term and otherwise obtain the benefits as specified this Agreement. Subject to the execution of reasonable confidentiality agreements with the third party, Vendor also grants to ACI the right to sublicense Vendor Software to a third party for such third party to perform work as permitted under Section 21.9 of this Agreement solely for the benefit of ACI, ACI’s Affiliates and End Users. (c) For generally commercially available Vendor Software which on the date of expiration or termination of this Agreement Vendor, ACI and ACI Affiliates are using: (i) solely to provide the Services to ACI: (A) which Vendor licenses from a third party, subject to the consent of the third party, Vendor will assign its license, if any, to such software to ACI or its designee upon ACI’s reimbursement to Vendor of any transfer fees imposed by a third party for ISV Software, and any one-time license or purchase charges in an amount equal to the remaining unamortized value, if any, for the software, depreciated over a period beginning on the date such charges were incurred and ending on the Termination/Expiration Date (as of the date such charges were incurred); and (B) which is Vendor Software, Vendor will provide ACI under Vendor’s standard terms and conditions, a license to such Software upon ACI’s reimbursement to Vendor of any one-time license fees in an amount equal to the lower of (a) Vendor’s commercially available price at the time or (b) the discount generally applicable to ACI based on the discount it generally receives at the time the Agreement is terminated, in each case of (a) and (b) prorated over a per...

Vendor Software. Each Work Order shall list the Vendor Software and Vendor Third Party Software, if any, that will be incorporated into any Deliverable or that will be necessary to be used by Phoenix or any Phoenix Affiliate in order to access, modify, maintain, enhance or use the Deliverable, each such Work Order to be updated from time to time as needed with the prior approval of the Phoenix Contract Executive. Without Phoenix’s prior written consent, Vendor shall not incorporate into any Deliverable under a Work Order any (i) Third Party Software; or (ii) Vendor Proprietary Materials even if such Third Party Software or Vendor Proprietary Material is generally commercially available. Only for so long as Vendor Software is incorporated into a particular Deliverable or is necessary to be used by Phoenix or any Phoenix Affiliate in order to access, modify, maintain, enhance or use such Deliverable, Vendor hereby grants to Phoenix and Phoenix Affiliates a nonexclusive, fully paid, perpetual and worldwide license to use, execute, reproduce, display, perform, distribute, create derivative works of, and make modifications and improvements to (and authorize others to do any, some or all of the foregoing) any Vendor Software and Vendor Third Party Software that is incorporated into any Deliverables or that is necessary to be used by Phoenix or any Phoenix Affiliate in order to access, modify, maintain, enhance or use the Deliverables (such derivative works, modifications and improvements made by Phoenix or by another party on behalf of Phoenix other than Vendor, (“Phoenix Modifications”) only to the extent necessary for Phoenix and Phoenix Affiliates to have full use of the Deliverables. In no event shall Phoenix commercially exploit the license or the Vendor Software separate and apart from the Deliverable. Phoenix shall own all right, title and interest in and to any Phoenix Modifications, including without limitation all Intellectual Property Rights in and to such Phoenix Modifications. Notwithstanding anything to the contrary herein, the foregoing provisions in this Section 7.5(b) shall not apply to any Third Party Software used by Vendor to provide the Services solely from within its own computing environment, provided that (A) such Third Party Software is not incorporated into any Deliverable; and (B) is not otherwise required by Phoenix or any Phoenix Affiliate to access, modify, maintain, enhance or use the Deliverable under a Work Order. For purposes of this Section 7.5...

Vendor Software. Providers may use vendor software to access TMHP electronic services. There are hundreds of vendors with a wide assortment of services that have been approved to submit electronic files to TMHP. A complete list of vendors who have completed the testing process and been certified by TMHP can be accessed by clicking the Approved Vendors link found on the EDI web page at ▇▇▇.▇▇▇▇.

Vendor Software. Schedule I, by reference to Venezuela, contains a list of all the Vendor Software applicable hereto.

Vendor Software. As of the Effective Date, subject to the terms and conditions of this Agreement, Del Monte will transfer to EDS all of its rights to Access the Vendor Software licensed to Del Monte, except the Vendor Software identified in Schedule 7.1, to which EDS will not have access. Prior to completion of the Migration, Del Monte will operate and maintain the Vendor Software identified in Section 1 of Schedule 7.1 and provide to EDS the Del Monte data being processed by such Vendor Software for conversion of such data for processing on substitute Software products and Del Monte will deinstall such Vendor Software prior to the completion of the Migration. Until the completion of the Migration, Del Monte will continue to operate and maintain the Vendor Software identified in Section 2 of Schedule 7.1, which Vendor Software will not be migrated to the EDS Data Center. Del Monte and EDS will each perform its obligations as specified in Section IX-2 of the Response to obtain any consents from third parties necessary for the transfer of all of Del Monte's rights to access the Vendor Software except the Vendor Software identified in Schedule 7.1. The Vendor Software licensed to Del Monte so transferred to EDS will be made available to EDS in such form and on such media as it exists on the Effective Date, together with appropriate documentation and other materials. Nothing contained in this Agreement will require EDS or Del Monte to violate the proprietary rights of any third party in any Software. In the event that Del Monte is unable to transfer to EDS such rights to Access the Vendor Software licensed to Del Monte, except the Vendor Software identified in Schedule 7.1, then Del Monte and EDS will negotiate in good faith to agree upon the terms of mutually agreeable alternatives to enable EDS to provide the Services hereunder. Until the parties have agreed upon the terms of such alternatives, EDS will not be required to perform any of the Services which require EDS to Access such Vendor Software the rights to which Del Monte is unable to transfer to EDS.

Vendor Software. As part of Support Services, and provided they are --------------- available for the form of Vendor Software licensed, OSI will procure for Licensee's benefit annual maintenance agreements with its Vendors for all Vendor Software.

Vendor Software. Vendor Technology and Vendor Intellectual Property (except to the extent that rights in respect of the foregoing, in whole or in part, are granted to Purchaser pursuant to the Technology License Agreement);