Enterprise Software Clause Samples
Enterprise Software. 3.1. The Customer agrees to the following additional provisions in respect of Enterprise Software:
3.1.1. DataTools hereby grants to the Customer on, and subject to, the terms and conditions of this Agreement, a non- exclusive, non-transferable licence to allow its personnel to use the Enterprise Software solely to access the respective Services for the benefit of the Customer;
3.1.2. the Customer must obtain DataTools’ prior written approval (such approval not to be unreasonably withheld) if the Customer requires the Enterprise Software to be hosted by the Customer’s third party (the “Customer Hoster”). If such approval is provided by DataTools, then the Customer must ensure that the same obligations which the Customer must accept in respect of the Enterprise Software pursuant to this Agreement (other than payment obligations, which will reside solely with the Customer), are also complied with by the Customer’s third party;
3.1.3. the Customer will maintain accurate and up-to-date records of the number and location of all copies of the Enterprise Software, and make such records available upon request to DataTools, the Authorised Affiliate Partner and/or the Licensors;
3.1.4. the Enterprise Software does not provide the Customer with any additional rights or remedies in respect of the Services compared to the non-Enterprise Software use of the Services;
3.1.5. the Customer will host the Enterprise Software in an environment which complies with DataTools’ minimum specification requirements, as such requirements are notified from time to time by DataTools (with DataTools acting reasonably);
3.1.6. the Customer agrees that it will be responsible for all installation, maintenance and configuration of the Enterprise Software and the Customer’s infrastructure (and the Customer will likewise put in place equivalent measures with the Customer Hoster, where the Customer has obtained DataTools’ consent to the use of the Customer Hoster pursuant to Clause 3.1.2);
3.1.7. the SLA will not apply in respect of any issues arising from the local hosting, installation, configuration or maintenance of the Enterprise Software, nor the effect which any of the afore-mentioned have on the Services;
3.1.8. the Customer will promptly apply to the Enterprise Software, any updates which are made available from time to time by DataTools;
Enterprise Software. Enterprise Software ordered [Insert details of the Enterprise Software that the Purchasing Agency is ordering, including applicable pricing/fees, date(s) of delivery/access, etc. You may wish to do this through the use of tables and/or free text descriptions. Alternatively, if you are attaching the Provider’s standard ordering tables/form you may wish to state something like “See attached”.] Provider Standard Terms that apply (if any) [Clearly identify / list by full name, any Provider Standard Terms that apply to the Enterprise Software being ordered. You may wish to link to them (if they’re publicly available online) or attach copies of them. The important point is that you identify them clearly.] Associated Services ordered [If you’re able to and wish to describe Associated Services here, e.g., by reference to a standard Provider plan that can be summarised and linked to, you can do that here, including applicable pricing/fees, date(s) of delivery etc. You may also wish to attach standard Provider plan details. If the Associated Services need to be described and subject to the terms of a Statement of Work (e.g., with milestones, service levels etc), then you will probably want to complete a separate Statement of Work and refer to the Statement of Work (e.g., “See attached Statement of Work: [Name]”.] This would usually be the case for services like design/configuration, migration, implementation and similar services, where a detailed description in a Statement of Work is desirable. Where that’s the case, it is suggested that you use the Statement of Work template in Annexure C.] Provider Standard Terms that apply (if any) [Clearly identify / list by full name, any Provider Standard Terms that apply to the Associated Services being ordered (e.g., terms that apply to a standard Provider support plan). You may wish to link to them (if they’re publicly available online) or attach copies of them. The important point is that you identify them clearly. Note that providers are not expected to, and should not, seek to apply their own standard services terms to the provision of bespoke or agency-specific services described in a Statement of Work (such as design or implementation services). The Core Enterprise Software Terms and associated Statement of Work template have been designed for that situation.] Attached. Collaborative Marketplace Agreement – Part 2 – Channel Terms – ES Terms 23
Enterprise Software. Enterprise Software shall mean the specific VoiceLogistics™ Hybrid Picking Application (as defined in Attachment A, Section 2(c)) and Interface Software (as defined in Attachment A, Section 2(d)) .
Enterprise Software. 34 SECTION 5.9 CROSS LICENSE AGREEMENT..........................................................35
Enterprise Software. (a) Seller shall seek to obtain the consent of any licensors of Enterprise Software to the transfer thereof to Corporation as of the Closing Date on commercially reasonable and customary terms. Seller's Parent and Purchaser shall (i) identify any Enterprise Software that Purchaser believes will not be required by 39 -35- Corporation as of the Closing Date or thereafter or that Purchaser intends to replace with software from other vendors, and (ii) develop a mutually acceptable transition plan to ensure that, as of the Closing Date, Corporation will have the rights to operate its business without limitation or restriction and without violating any law or the proprietary rights of any licensor of any Enterprise Software.
(b) To the extent that any Enterprise Software cannot be transferred to Corporation on or prior to the Closing Date or that the use of such Enterprise Software from and after the Closing Date will violate any law or the terms of any applicable license agreement, Seller's Parent shall obtain the consent of the licensor to allow Corporation temporary continued use of the Enterprise Software until the transfer of the license rights or shall make the Enterprise Software available to Corporation through the Transition Services Agreement, without materially diminishing the functionality or performance of same. To the extent that the Seller and Purchaser determine that any Enterprise Software cannot be assigned to Corporation on or prior to the Closing Date and cannot be used or made available to Corporation through the Transition Services Agreement without violating any law or applicable license agreement, the parties shall determine whether other software can be licensed or otherwise acquired by Corporation in lieu of such Enterprise Software and shall use commercially reasonable efforts to license or acquire such alternate software for Corporation.
(c) The parties acknowledge and agree that it is their intent to work together to ensure that Corporation (i) is not limited in its operations in any way due to the failure to transfer or otherwise make available to Corporation all necessary Enterprise Software, (ii) is not required to violate any law or license agreement as the result of using any Enterprise Software as of the Closing Date or thereafter, and (iii) can license or acquire, no later than 90 days after the Closing Date (or such longer period as Purchaser may agree in writing), in their own name and not through the Transition Services Agr...
Enterprise Software. This section details the scope of enterprise software support covered under the Agreement. Table to be completed as per the Order Form.