Mangrove Software definition
Mangrove Software means the Company’s and the Company Subsidiaries’ human capital management, payroll and benefits administration software, software platform, applications, programs, source code, object code, logic, logic diagrams, flowcharts, algorithms, routines, sub-routines, utilities, tools, modules, file structures, coding sheets, coding, functional specifications, program specifications, designs, technical data, improvements, modifications, and versions thereof, and any documentation and other tangible embodiments of the foregoing, whether in eye readable or machine readable form, training manuals, user guides, end user instructional information, and all related technology information, including all human capital management, human resources, payroll, tax reporting, benefits, recruitment, talent management, employee and manager self-service, performance management, business intelligence, onboarding, social, TPA managed services, and Affordable Care Act (ACA) healthcare reform software of any kind whatsoever, used or utilizable as of the date hereof by the Company and/or the Company Subsidiaries for the conduct of their respective businesses in the ordinary course and all Intellectual Property therein or arising therefrom. The term “Mangrove Software” includes, to the extent sublicensed or offered for use by or through a Service Bureau, the same as branded by a Service Bureau to its Service Bureau Clients under the Mangrove name or otherwise, and regardless of whether the Mangrove Software or related product, service or solution is sublicensed to or made available for use by a client on a freestanding, bundled or integrated arrangement basis. However, the term “Mangrove Software” shall not include that software sold to PeopleGuru pursuant to the Mangrove v7 Software Spin Out Agreement.
Examples of Mangrove Software in a sentence
There are no Current Clients as of the Effective Date who are using v7 of the Mangrove Software that is the subject of the sale to PeopleGuru pursuant to the Mangrove v7 Software Spin Out Agreement.
None of the Mangrove Software has been or is required to be disclosed or distributed in source code (except to Buyer) pursuant to any of the licenses to which the Mangrove Software listed on Section 3.12(b) of the Company Disclosure Schedule is subject, and the Company and the Company Subsidiaries are in compliance with such licenses.
For sake of clarity, the provision of products or services by or through PeopleGuru utilizing v7 of the Mangrove Software, in whole or in part, is deemed to compete with the Mangrove Software.