Specified Software definition
Examples of Specified Software in a sentence
For the avoidance of doubt, such Parent Improvements shall be deemed Specified Software and Technology for the purposes of this Agreement and licensed to the Company pursuant to the license granted in Section 2.1. The Company may, from time to time, request Parent to make specific Improvements to the Specified Software and Technology from Parent (the “Company Requested Improvements”) and Parent shall, at Company’s expense, make commercially reasonable efforts to comply with such request.
During the term of this Agreement, Parent shall continue to provide or cause to be provided all support services to the Company that Parent provided to the Company as of the Effective Date, including maintenance and technical support for the Specified Software and Technology.
If Parent independently creates or develops any Improvements to the Specified Software and Technology during the term of this Agreement (the “Parent Improvements”), Parent shall license or offer the Company access to such Parent Improvements at such time as those Improvements were created or developed, but in all cases free of any fees or charges, and if accepted by the Company, shall deliver any such Improvements to the Company.
If, on the basis of such discussions, Seller or the Specified Software Provider determines that Seller or any of its Affiliates or third-party providers did not or do not have sufficient licenses or other rights, or failed to make such required payments, Seller shall reasonably cooperate with the Specified Software Provider to promptly obtain from the Specified Software Provider all such additional licenses or other rights, and promptly make all such necessary payments.
Except as explained in Section 5.8 of the Seller Disclosure Letter, Parent and the Subsidiaries have good and marketable title to all Intellectual Property Assets listed in Section 5.8 of the Seller Disclosure Letter and to all Specified Software and has the full right to use all of the Specified Software and Intellectual Property Assets listed in Section 5.8 of the Seller Disclosure Letter, free and clear of any Lien.