NPS System definition
Examples of NPS System in a sentence
AMTRUST acknowledges and agrees that the License Back does not convey title to, or ownership of, the NPS System to AMTRUST or any of its Affiliates or customers.
AMTRUST hereby grants to NATIONAL GENERAL, and NATIONAL GENERAL hereby accepts, a worldwide, non-exclusive, royalty-free, fully paid-up, perpetual, sublicensable (subject only to Section 6(b) below) and assignable (subject only to Section 6(c) below) license in, to and under The ‘861 Patent Rights (the “Patent License”), to be exercised on an internal basis only, solely in connection with and as necessary to operate the NPS System, including, without limitation, any Future NPS System.
Absent NATIONAL GENERAL’s prior written consent (which may be withheld in NATIONAL GENERAL’s sole discretion), AMTRUST will not market, offer, provide to, or develop for, any third party a personal lines insurance policy management system (as a standalone system or combined with another policy management system): (a) of any kind, for three (3) years after the Effective Date; or (b) that contains any source code contained in the NPS System, at any time after the Effective Date.
AMTRUST shall be responsible for separating the NPS System from its current (as of the Effective Date) operating environment, and reestablishing the NPS System per the Project Plan to operate in NATIONAL GENERAL’s system environment in a manner consistent with past practices prior to the Effective Date, including maintaining all current (as of the Effective Date) substantive features and functionality of the NPS System in such environment (the “Transition Services”).
Further, subject to the next sentence, each Party shall be the sole owner of any Improvements that such Party or its designees make to the NPS System and the Required AMTRUST Programs after the Effective Date (and all Intellectual Property Rights therein), subject to the Parties’ applicable underlying rights as of the Effective Date, and shall have no obligation to license or make available any of such Improvements to the other Party.
Without limiting the generality of the foregoing, NATIONAL GENERAL will, at its sole expense: (i) provide all Hardware, security and third-party Technology; (ii) hire all dedicated employees as are required to support the NPS System and Required AMTRUST Programs; and (iii) implement all Hardware requirements (including bandwidth) reasonably recommended by AMTRUST to mirror AMTRUST’s current Hardware supporting the NPS System and Required AMTRUST Programs as of the Effective Date.
AMTRUST shall not authorize or permit the NPS System, or any portion thereof, to become governed by or subject to an “open source” or similar license that could require AMTRUST to license or make its source code available if any NPS System is made available, licensed, conveyed, or distributed to third parties.
If NATIONAL GENERAL sells, assigns or transfers the NPS System (or any of its Intellectual Property Rights within) or if AMTRUST sells, assigns or transfers the Required AMTRUST Programs (or any of its Intellectual Property Rights within), in each case, in whole or in part, then in each case, the successor or acquirer is deemed automatically bound by the assigning Party’s licensing obligations herein and must also assume such obligations in writing.
Work has been initiated on the Chesapeake Bay module, focusing on local resources and issues, but also containing information applicable to the entire NPS System, especially in the areas of ecosystem science and conservation.