CONTRACTOR SOFTWARE Clause Samples

CONTRACTOR SOFTWARE. The CONTRACTOR Software comprises the following items The Third Party Software shall include/consist of the following items, including any Open Source Ordered Software: SCHEDULE 2-17 INSURANCES This Schedule contains the list of insurances to be maintained by the CONTRACTOR. The CONTRACTOR shall: maintain these insurances with a reputable insurance company on terms that are as favourable to those generally available to a prudent service provider in respect of risks insured in the international insurance market; and not cancel these insurances or make any material change to them without the express written consent of the CUSTOMER. The CONTRACTOR shall procure that nothing is done which would entitle the relevant insurer to cancel, rescind or suspend any insurance or cover, or to treat any insurance, cover or claim as avoided in whole or part. The CONTRACTOR shall use reasonable endeavours to notify the CUSTOMER (subject to third party confidentiality obligations) as soon as practicable when it becomes aware of any relevant fact, circumstance or matter which has caused, or is reasonably likely to provide grounds to, the relevant insurer to give notice to cancel, rescind, suspend or avoid any insurance, or any cover or claim under any insurance in whole or in part.

CONTRACTOR SOFTWARE. For the purposes of this Schedule 6, “

CONTRACTOR SOFTWARE. In addition to the rights granted in the Subsection entitled "Intellectual Property / Licensed Software," the Contractor hereby grants to WMATA an irrevocable, non- exclusive, Paid-up Perpetual License, under Contractor's Intellectual Property Rights, to install, execute, copy, display and use the Contractor Software for all purposes specified in the Contract Documents. The Contractor Software shall be provided in Object Code format, provided that all APIs shall be provided in the format provided for in the Contract Subsection entitled "Intellectual Property / NEPP Interfaces."

CONTRACTOR SOFTWARE. The CONTRACTOR Software comprises the following items: [*** insert all details in this table ***] The Third Party Software shall [*** include ***] [*** consist of ***] the following items, including any Open Source Ordered Software: [*** insert all details in this table ***] [*** insert licence terms ***] [*** insert licence terms ***] SCHEDULE 2-17 INSURANCES This Schedule contains the list of insurances to be maintained by the CONTRACTOR. The CONTRACTOR shall: maintain these insurances with a reputable insurance company on terms that are as favourable to those generally available to a prudent service provider in respect of risks insured in the international insurance market; and not cancel these insurances or make any material change to them without the express written consent of the CUSTOMER. The CONTRACTOR shall procure that nothing is done which would entitle the relevant insurer to cancel, rescind or suspend any insurance or cover, or to treat any insurance, cover or claim as avoided in whole or part. The CONTRACTOR shall use reasonable endeavours to notify the CUSTOMER (subject to third party confidentiality obligations) as soon as practicable when it becomes aware of any relevant fact, circumstance or matter which has caused, or is reasonably likely to provide grounds to, the relevant insurer to give notice to cancel, rescind, suspend or avoid any insurance, or any cover or claim under any insurance in whole or in part.

CONTRACTOR SOFTWARE. The Contractor Software comprises the following items:

CONTRACTOR SOFTWARE. 4.9.1 Ownership of all Intellectual Property Rights in the CONTRACTOR Software shall remain with the CONTRACTOR and the AUTHORITY shall not acquire title to the Intellectual Property Rights in the CONTRACTOR Software. The CONTRACTOR shall retain all Intellectual Property Rights in any modifications or enhancements to the CONTRACTOR Software. 4.9.2 The CONTRACTOR hereby grants to the AUTHORITY a non-exclusive, royalty free, non-transferable and irrevocable licence to Use the CONTRACTOR Software for the purposes of receiving the Services during the term of this Agreement. 4.9.3 The CONTRACTOR acknowledges that certain CONTRACTOR Software is essential to the provision of the Services and as such shall be either: 4.9.3.1 specified in Schedule 6; or 4.9.3.2 agreed by the parties via the Change Control Procedures, as being Essential Contractor Software. 4.9.4 During the term of the Agreement the CONTRACTOR shall provide the AUTHORITY with a non-exclusive, royalty fee, non-transferable and irrevocable licence to Use, copy and modify the Essential CONTRACTOR Software to the extent necessary to enable the AUTHORITY to receive the benefit of the Services. Following the expiry or early termination of this Agreement, the CONTRACTOR shall provide a licence to the Authority for the Essential CONTRACTOR Software in accordance with Clause 4.16.2. 4.9.5 For the avoidance of doubt, any newly-created Software (excluding any modifications or enhancements to the CONTRACTOR Software) which is proposed by the CONTRACTOR and which is, following agreement in accordance with the Change Control Procedures, developed by the CONTRACTOR (or its employees, agents or subcontractors) during the term of this Agreement for the benefit of the AUTHORITY and other customers of the CONTRACTOR shall be deemed to be Essential CONTRACTOR Software unless otherwise agreed by the parties. 4.9.6 The AUTHORITY shall be entitled to engage a third party to Use the CONTRACTOR Software to the extent that it is necessary to enable the AUTHORITY to receive the benefit of the Services subject to and in accordance with this Agreement on behalf of the AUTHORITY provided that such third party shall have entered into a confidentiality undertaking substantially in the form as set out in Clause 12.5 for the benefit of the CONTRACTOR and any of its Subcontractors. 4.9.7 The CONTRACTOR (and including where appropriate, its Subcontractors) shall have exclusive ownership of and hereby reserves all Intellectual Property...

CONTRACTOR SOFTWARE. The CONTRACTOR Software comprises the following items: NOT APPLICABLE. The Third Party Software shall include the following items, including any Open Source Ordered Software: SOFTWARE AS SET OUT IN SCHEDULE 2-2 IN ACCORDANCE WITH THE END USER LICENCE AGREEMENT. AS PER THE END USER LICENCE AGREEMENT SCHEDULE 2-17 INSURANCES This Schedule contains the list of insurances to be maintained by the CONTRACTOR. The CONTRACTOR shall: maintain these insurances with a reputable insurance company on terms that are as favourable to those generally available to a prudent service provider in respect of risks insured in the international insurance market; and not cancel these insurances or make any material change to them without the express written consent of the CUSTOMER. The CONTRACTOR shall procure that nothing is done which would entitle the relevant insurer to cancel, rescind or suspend any insurance or cover, or to treat any insurance, cover or claim as avoided in whole or part. The CONTRACTOR shall use reasonable endeavours to notify the CUSTOMER (subject to third party confidentiality obligations) as soon as practicable when it becomes aware of any relevant fact, circumstance or matter which has caused, or is reasonably likely to provide grounds to, the relevant insurer to give notice to cancel, rescind, suspend or avoid any insurance, or any cover or claim under any insurance in whole or in part.

CONTRACTOR SOFTWARE. In consideration for and subject to the payment of the license and subscription fee(s) specified in Attachment B of this Contract, and the other promises, covenants and conditions herein, the County is granted the following rights to the Contractor Software: a. A perpetual (unless terminated as provided herein), nontransferable, nonexclusive right to license or to use the Contractor Software and the Documentation for said Software f or the County’s own internal use for the applications described in the Statement of and B. Client may make additional copies of the Contractor Software as reasonably required for backup purposes only, provided that such copies contain all copyright notices and other proprietary markings contained on the original, and are kept c onfidential in accordance with Paragraph S (“Confidentiality”). b. Title to all Contractor Software and associated Documentation provided to County under this Contract remains with Contractor. Title to any third party software and documentation provided shall remain with the applicable vendor. Nothing herein shall be construed as granting any right and title to the Contractor Software and c. The County shall not use, copy, rent, lease, sell, sublicense, create derivative works, or transfer the Software or Documentation, or permit others to do said acts, except as provided in this Contract. Any such unauthorized use shall be void and may result in hereunder. d. The Software rights granted in this Contract or in connection with it are for object code only and do not include a license or any rights to source code. The County is specifically prohibited from accessing, copying, using, modifying, distributing or exercise other rights to the source code. e. The County may not export the Software or Documentation outside the United States without the written agreement of Contractor. In the event of such written agreement, the County agrees to comply with all applicable U.S. export rules and regulations. f. The rights granted herein are effective until surrendered or terminated in accordance with the provisions of this Contract. In the event of such surrender or termination, the County shall remove all Contractor Software covered in this Contract from its computer system and at Contractor’s direction, either return the Software and its associated Documentation to Contractor, or destroy the Software and Documentation and verify such destruction in writing to Contractor. Such surrender shall not affect Contractor’s...

CONTRACTOR SOFTWARE. The CONTRACTOR shall make available to the REPLACEMENT CONTRACTOR at the time or times set out in the Detailed Transition Plan (or as otherwise agreed in writing by the Parties) a copy of the object code held by the CONTRACTOR in respect of the CONTRACTOR Software and all documentation relating to the CONTRACTOR Software.