ICE Code definition
Examples of ICE Code in a sentence
Any subsequent development of the Applicable ICE Code by DIRTT shall be owned and possessed solely by DIRTT, and any subsequent development of the Applicable ICE Code by AWI shall be owned and possessed solely by AWI.
Other than any such Limited Support Services, and obligations under Section 8(b) hereof, following the Separation Election, DIRTT shall have no further obligations to maintain, Update, or otherwise support the Applicable ICE Code for AWI.
AWI will confirm it is in possession of a working, codable, compilable version of the Applicable ICE Code within five (5) business days of receipt of the code and shall promptly instruct Wilmington Trust to release the funds for the Initial Payment to DIRTT.
Notwithstanding the foregoing, the transfer of the Applicable ICE Code by DIRTT to AWI under this Agreement and the Partial Patent Assignment expressly excludes transfer of any Trademarks or any DIRTT or other third-party data or any third-party licensed-in software, or other Third Party Technology or third-party Intellectual Property Rights.
AWI shall, as of the Effective Date, have the right to develop its own version of software derivative of the Applicable ICE Code.
DIRTT will provide Updates and Applicable Foreground ICE Code to AWI, at AWI’s expense, at least every three (3) months.
Following the Effective Date, the Parties will develop a mutually acceptable plan (the “Knowledge Transfer Plan”) for the transfer of knowledge related to the Applicable Background ICE Code such that the designated individuals within AWI shall be capable of modifying the Source Code of the Applicable Background ICE Code and compiling it into Object Code (the “Knowledge Transfer”).
For the avoidance of doubt, any Trademarks of DIRRT included or embedded with the Applicable ICE Code may be used by AWI so long as required to fully benefit from the terms of the Agreement until they are removed or replaced.
AWI’s and DIRTT’s rights of use to the Applicable ICE Code, and to any updates or modifications made thereto as described above, shall be governed in accordance with the terms and conditions of this Agreement.
Subject to DIRTT’s compliance with its existing contractual obligations, DIRTT agrees that it will not prior to a Separation Election and for five (5) years thereafter, grant any third-party licensee of the Applicable ICE Code the right to assign such licensee’s rights and obligations under the applicable license to an AWI competitor listed on Schedule C.