Custom Development. If a Customer requests custom development work or customizations of the Subscription Service or Mobile Application (“Custom Development Services”), Customer shall notify Company in writing. If, in Company’s sole and exclusive discretion, Company agrees to provide the Custom Development Services, such Custom Development Services shall be billed to Customer at Company’s then-current rates for development services or upon a mutually agreed upon price in an executed Statement of Work (“SOW”). Any Custom Development Services shall be performed pursuant to a SOW executed between Company and the Customer to be incorporated herein. Company will own all right, title and interest in any Custom Development to the Subscription Service and/or Mobile Application. Customer will be granted a license hereunder to such Custom Developments as incorporated into the Subscription Service and/or Mobile Application subject to any mutual agreed upon fees or price adjustments. To the extent, if any, that ownership of any of the Custom Development does not reside or automatically vest in Company, Customer hereby transfers and assigns to Company all rights, title interest and goodwill which Customer may have in and to such Custom Development. Without prejudice to the generality of the foregoing, in the event that ownership of any Custom Development vests in Customer for any reason, Customer agrees to execute all such instruments and do all such things as Company may require to transfer or assign such ownership to Company. If there is any initial Custom Development to be performed after execution of this Agreement, the scope and terms of such Custom Development will be specified in an initial SOW attached as Exhibit A hereto and incorporated herein.
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Sources: Subscription License and Services Agreement, Order Form
Custom Development. If a Customer requests custom development work or customizations of the Subscription Service or Mobile Application Products (“Custom Development Services”), Customer shall notify Company in writing. If, in Company’s sole and exclusive discretion, Company agrees to provide the such Custom Development ServicesServices will be identified in the Order Form. Following execution of the Order Form, if Customer desires to add Custom Development Services such Custom Development Services may be agreed to via an executed change order to the Order Form (a “Change Order”). Custom Development Services shall be billed to Customer at Company’s then-current the rates for development services set forth in the Order Form or upon a mutually agreed upon price in an executed Statement of Work (“SOW”)Change Order, as applicable. Any Custom Development Services shall be performed pursuant to either the original Order Form or a SOW executed between Company Change Order, and the Customer to shall be incorporated hereinperformed in a timely and professional manner and in accordance with applicable laws and regulations. Company will own all right, title and interest in any work product, results, Intellectual Property Rights or deliverables resulting from Custom Development Services (each, a “Custom Development”). The licenses granted to the Subscription Service and/or Mobile Application. Customer by Company pursuant to Section 2 above will be granted a license hereunder apply to such Custom Developments as incorporated into for the Subscription Service and/or Mobile Application subject to any mutual agreed upon fees or price adjustmentsTerm. To the extent, if any, that ownership of any of the Custom Development does not reside or automatically vest in Company, Customer hereby transfers and assigns to Company all rights, title interest and goodwill which Customer may have in and to such Custom Development. Without prejudice to the generality of the foregoing, in the event that ownership of any Custom Development vests in Customer for any reason, Customer agrees to execute all such instruments and do all such things as Company may require to transfer or assign such ownership to Company. If there is any initial Custom Development to be performed after execution of this Agreement, the scope and terms of such Custom Development will be specified in an initial SOW attached as Exhibit A hereto and incorporated herein.agrees
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