Proprietary Software Products definition
Examples of Proprietary Software Products in a sentence
All use of AI Systems in the operation of the business of the Company and its Subsidiaries, including in the development, creation, testing, distribution, delivery, maintenance, support, or licensing of any of the Proprietary Software Products, is in compliance with Applicable Law and all policies of the Company and its Subsidiaries.
The Proprietary Software Products under development by the Company are being developed in accordance with standards generally practiced by companies whose principal business is creation or development of software.
The Proprietary Software Products under development by Seller are being developed in accordance with standards generally practiced by companies whose principal business is creation or development of software.
The Company has not agreed to indemnify any Person against any infringement of any Intellectual Property of any third party with respect to any Proprietary Software Products, other than indemnification provisions contained in the Company’s purchase orders or other contracts entered into in the ordinary course of business, all forms of which have been provided or made available to Purchaser.
No royalty will be applied to (a) Proprietary Software Products incorporated in whole or in part into other software products of Buyer resulting in a software product materially different from the Proprietary Software Products as in existence as of the Closing Date, or (b) any of the Proprietary Software Products that is materially modified by Buyer after the Closing Date.
To the Knowledge of Seller, no subcontractors of any Person have contributed to or participated in the conception, creation, reduction to practice or development of the Proprietary Software Products.
Except as provided in Schedule 8.01(h), no Person other than the Inso Subs and their employees have access or rights to the source code of computer programs developed by or for the Inso Subs, including the Proprietary Software Products.
No Person other than the Company and its Subsidiaries and its and their employees and consultants who have a “need to know” in connection with the performance of their duties to the Company has access or rights to the source code of the Proprietary Software Products.
Schedule 3.20(h) sets forth the names of all persons who wrote code for the Proprietary Software Products, a description of the code written by each such person and the dates on or time period during which each such person performed work for the Company or its Subsidiaries.
During the two years ending on the second anniversary of the Closing Date, Buyer will pay Seller a royalty of two percent (2%) of revenues collected for the license of Proprietary Software Products, as independent products.