Business Proprietary Software definition
Examples of Business Proprietary Software in a sentence
Licensee is willing to convey or cause its Subsidiaries to convey to Licensor and its Affiliates (i) a nonexclusive limited license to Designated Spinco Statutory Intellectual Property, (ii) all right, title and interest of Licensee and its Subsidiaries, if any, in and to Customer Listing Data, and (iv) an undivided joint ownership interest to the Spinco Non-Statutory Intellectual Property, Business Proprietary Software and Proprietary Business Information.
The foregoing shall not apply to Designated Spinco Statutory Intellectual Property, Spinco Non-Statutory Intellectual Property, Business Proprietary Software (except as otherwise provided in Section 2.4) or Proprietary Business Information which may be assigned and conveyed to any third party by Spinco or its Subsidiaries without restriction.
None of the Business Proprietary Software or any other Software used, licensed or distributed by the Business requires any Transferred Intellectual Property be disclosed or distributed in source code form or for free to recipients, or requires Seller or any Seller Subsidiary to permit recipients to modify, make derivative works of, reverse engineer, or redistribute any Business Proprietary Software.
The Parties intend for (i) this Agreement to be a “technology transfer agreement” as defined in California Revenue and Taxation Code section 6012(c)(10) and California Sale and Use Tax Regulations 1507 and (ii) the Business Proprietary Software transferred pursuant to this Agreement to constitute “intangible personal property” (within the meaning of the California Revenue and Taxation Code section 6012(c)(10)), in each case, to the extent permitted by applicable law.
No Open Source Materials that are governed by the Affero GPL or the Server Side Public License have been incorporated into, integrated with, combined with or linked to any Business Proprietary Software.
To the Knowledge of Seller, the Business Proprietary Software does not contain any virus, Trojan horse, worm, time bomb, trap door, disabling device, or other harmful code that may cause the unauthorized destruction or corruption of Software or data.
The Parties agree to use reasonable best efforts to prepare and provide each other with such written documentation as may be necessary to comply with the requirements for exempting the transfer of the Business Proprietary Software from any retail sales and use Tax imposed under Chapter 6 of Title 58.1 of the Code of Virginia and/or under Division 2, Part 1 of the California Revenue and Taxation Code to the extent such exemption is available to the Parties under applicable law.
Establish Performance Standards and Minimum Service Levels related to X Applications Software - Certegy performance E.
Seller possesses all source code and other documentation and materials necessary or useful to compile and operate the Business Proprietary Software.
The Business Proprietary Software is stored solely on servers located in California and/or northern Virginia.