CGI Software definition
Examples of CGI Software in a sentence
In the event CGI ceases to operate in the ordinary course of business, Customer will be granted a limited license to access and use the CGI Software source code solely for purposes of maintaining the Software, and consistent with the terms of the Proprietary Software License Agreement.
CGI represents and warrants that, to the best of its knowledge, no suit is pending or threatened which challenges the validity, enforceability, ownership or use of the Services, CGI Software, and Works.
Further, CGI represents and warrants that the Services, CGI Software and the Works do not infringe or constitute an infringement or misappropriation of any patent, trademark, trade secret, copyright or other proprietary right of any third party.
CGI represents and warrants that CGI owns all rights, title, and interest in and to the CGI Software or in the case of any Works, CGI has the right to grant the licenses provided for in this Agreement.
Except as set forth on Schedule 3.14(b), the Business Proprietary Rights, the CGI Software and the Products do not infringe or violate any Proprietary Rights of any Person.
CGI warrants that Customer’s access to the CGI Software and Customer’s use of work first produced by CGI in the performance of Consulting Services hereunder will not, to CGI’s knowledge, infringe any Third Party copyrights, patents or trade secrets that exist on the Effective Date and that arise or are enforceable under the laws of the United States of America.
CGI Software will be and remain the property of CGI and its licensors, and UCAR will have no rights or interests in CGI Software except as otherwise described in this Section; provided, however, as between the parties, UCAR will own the software applications developed by CGI and paid for by UCAR.
However, during the Term and for the Termination/Expiration Assistance Period, CGI shall grant to Kanawha a fully paid-up, non-exclusive license to use, copy, distribute internally, reproduce, display, perform and prepare derivative works of the CGI Software solely for the purpose of receiving the benefit of the Services.
As between Kanawha and CGI, CGI shall be the sole and exclusive owner of all rights, title and interest in and to the CGI Software.
If Kanawha desires an extension of any such license thereafter, CGI shall provide the requested license to Kanawha at the lesser of CGI's then-current rate or a commercially reasonable rate for such license and, if applicable, provide a source code escrow for the licensed CGI Software to ensure its availability to Kanawha in the event that CGI becomes unable to fulfill its obligations under such license.