TCS Project Tools definition
Examples of TCS Project Tools in a sentence
Notwithstanding anything to the contrary contained in this Agreement, TCS shall retain unfettered title and ownership to any and all TCS Software, TCS Background Technology and TCS Project Tools, other TCS Intellectual Property Rights or TCS Third Party Software or any improvement or enhancement of the forgoing used in the performance of Services or incorporated in any Developed Software or Deliverables.
Schedule K lists the TCS Software (including TCS Project Tools and TCS Productivity Tools), and TCS Third Party Software that TCS will provide in connection with the Services at no additional cost.
At ▇▇▇▇▇▇▇’▇ request, TCS shall assign, and shall cause TCS Agents to assign, all right, title, and interest in and to any and all such inventions and improvements (other than modifications to the TCS Software, TCS Project Tools, TCS Productivity Tools or other TCS pre-existing intellectual property) and to execute such documents as may be required to file applications and to obtain patents in the name of Nielsen or its nominees, in any countries, covering such inventions or improvements.
Nielsen shall have an option to obtain non-exclusive, perpetual, worldwide license (with a right to Nielsen to allow Affiliates and contractors of Nielsen to access and use such TCS Software and TCS Project Tools, and any TCS-made improvements or derivative works thereof, solely to provide services to Nielsen, subject to TCS’ reasonable requirement for confidentiality requirements) for a license fee determined at mutually agreed rates considering TCS’ market charges.
The license granted pursuant to this Section 13.4(b) shall extend perpetually beyond the Term if any such TCS Software and TCS Project Tools described in Schedule K (excluding TCS Productivity Tools described in Schedule K) is a TCS product not commercially available to others.
If ▇▇▇▇▇▇▇ provides its approval, TCS may use such TCS Software, TCS Project Tools or TCS Productivity Tools described in Schedule K and charge Nielsen the usage charges described in Schedule K in addition to the Charges and fees for Services.
If any such TCS Software and TCS Project Tools described in Schedule K, and any TCS-made improvements or derivative works thereof, (excluding TCS Productivity Tools described in Schedule K) is a TCS product commercially offered to others by TCS, subject to execution of the license agreement.
The license granted pursuant to this Section 14.4(b) shall extend perpetually beyond the Term without charge if any such TCS Software and TCS Project Tools described in Schedule K, and any TCS-made improvements or derivative works thereof (excluding TCS Productivity Tools described in Schedule K), is a TCS product not commercially available to others.
If Nielsen provides its approval, TCS may use such TCS Software, TCS Project Tools or TCS Productivity Tools described in Schedule K and charge Nielsen the usage charges described in Schedule K in addition to the Charges and fees for Services.
Notwithstanding anything to the contrary contained in this Agreement, including this Section 13.9, the assignment provided in this Section 13.9 shall not apply to any TCS Software, TCS Background Technology and TCS Project Tools, other TCS Intellectual Property Rights or TCS Third Party Software or any improvement or enhancement of the forgoing that are incorporated or embedded in Work Product.