Non-Software Materials Clause Samples
The Non-Software Materials clause defines and governs the treatment of materials provided under an agreement that are not classified as software, such as documentation, training materials, or hardware. It typically specifies the rights, restrictions, and responsibilities related to these materials, including ownership, permitted uses, and any limitations on distribution or modification. By clearly distinguishing non-software items from software deliverables, this clause ensures that both parties understand their obligations and rights regarding all materials exchanged, thereby preventing misunderstandings and disputes over non-software assets.
Non-Software Materials. All literary works or other works of authorship including manuals, training materials and documentation developed or created by Vendor or any Vendor Personnel in accordance with this Agreement or Schedule A (Statement of Work) specifically and exclusively for ACI, or at the written request of and specifically for ACI or its Affiliates pursuant to a Project or the Change Control Procedures under this Agreement, but excluding Developed ACI Software, Developed Vendor Software and any Vendor Preexisting IP incorporated into any of the foregoing (collectively herein referred to as “Work Product”) shall be exclusively owned by ACI. ACI shall have all right, title and interest, including worldwide ownership of copyright, in and to the Work Product and all copies made from them. To the extent any of the Work Product is not deemed a “work made for hire” by-operation of law, Vendor hereby irrevocably assigns, transfers and conveys, and shall cause Vendor Personnel to assign, transfer and convey, to ACI without further consideration all, of its or their right, title and interest in and to such Work Product, including all rights of copyright in such materials. Vendor acknowledges, and shall cause Vendor Personnel to acknowledge, that ACI and the successors and permitted assigns of ACI shall have the right to obtain and hold in their own name any copyrights in and to such Work Product. Vendor agrees to execute, and shall cause Vendor Personnel to execute, any documents or take any other actions as may reasonably be necessary, or as ACI may reasonably request, at ACI’s expense, to perfect ACI’s ownership of any such Work Product. Nothing in Section 7.4 will be interpreted or construed to assign to ACI (and, except as licensed to the ACI under this Agreement, Vendor reserves all right, title and interest that Vendor may have or acquire in) any proprietary software, tools, utilities, methodologies, processes, documentation and other items (i) that are developed by or on behalf of Vendor in performance of the Services (including all modifications, enhancements, and derivative works of the Vendor Software and/or tools made by or on behalf of ACI under Section 7.4 excluding all Work Product, Developed ACI Software and any ACI Data or other materials or information provided by ACI to Vendor for use in connection with such development (“Vendor Developed IP”), or (ii) that were created or acquired by Vendor prior to the Effective Date, or was developed or acquired by Vendor out...
Non-Software Materials. With respect to literary works or works of authorship (other than software) generated under this Agreement by IBM such as manuals, training materials and other materials containing IBM's technical or operational procedures, including the Procedures Manual and the Change Control Procedure ("Non-Software Materials"), the following shall apply: IBM and its Affiliates shall retain ownership of the Procedures Manual and pre-existing materials included in the Non-Software Materials and owned by IBM or its Affiliates prior to such use ("IBM Non-Software Materials"). IBM grants to Empire a perpetual, irrevocable, worldwide, fully paid up, non-exclusive license to use, copy, maintain, modify, enhance, distribute and create derivative works of IBM Non-
Non-Software Materials. RCSI shall own those copies of literary works and other works of authorship generated under this Agreement such as manuals, training materials, and other documentation containing First Data’s technical or operational procedures, including the Procedures Manual and the Change Control Procedure, which it receives during the Term, regardless of the media on which they are contained. Additionally, First Data hereby grants to RCSI a fully paid-up, non-exclusive right during the Term to use, reproduce, adapt and create derivative works based upon, and to distribute for internal RCSI business purposes, such literary works and works of authorship.
Non-Software Materials. Subject to the allocation of rights with respect to business processes and methodologies set forth below, with respect to non-Software literary works or other works of authorship created or generated by Vendor pursuant to this Agreement such as manuals, training materials and other materials containing Vendor’s technical or operational procedures, including the Procedures Manual and the change control procedure referenced in this Agreement (“Non-Software Materials”), the Parties’ rights, including license rights, shall be the same as with respect to Software. With respect to business processes and methodologies generated or created solely by Vendor incidental to providing Services under this Agreement (“Vendor Business Processes”), Vendor shall own all Intellectual Property Rights in such business processes and methodologies, subject to the confidentiality provisions set forth in this Agreement. Phoenix shall have a worldwide, fully paid-up, nonexclusive license during the Term to exercise any Intellectual Property Right with respect to the Vendor Business Processes to the extent necessary for Phoenix to perform work as permitted under this Agreement for the benefit of Phoenix. The Parties may otherwise agree to the allocation of ownership of business processes and methodologies by a written amendment executed pursuant to the change order process.
Non-Software Materials. With respect to literary works or other works of authorship generated or used pursuant to this Agreement, such as manuals, training materials, templates and other materials containing TCS’ technical or operational procedures, including the Procedures Manual (“
Non-Software Materials. With respect to literary works or other works of authorship generated or used pursuant to this Agreement, such as manuals, training materials, templates and other materials containing TCS' technical or operational procedures, including the Procedures Manual (“Non-Software Materials”), TCS and its Affiliates shall retain ownership of pre-existing materials included in the Non-Software Materials and owned by TCS or its Affiliates prior thereto (“TCS Non-Software Materials”). TCS grants to Nielsen a perpetual, worldwide, fully paid up, non-exclusive license to use, copy, maintain, modify, enhance, distribute and create derivative works of TCS Non-Software Materials. Nielsen shall own any Non-Software Materials which are not TCS Non-Software Materials (“Nielsen Non-Software Materials”). Upon termination or expiration of this Agreement or upon completion of Termination-Expiration Assistance Services, whichever is later, TCS will destroy all Nielsen attributes and improvements in any copies of TCS Non-Software Materials retained by TCS.
Non-Software Materials. (i) As between the Parties, First Data owns and shall retain ownership of all literary works and other works of authorship generated by or on behalf of First Data or its Affiliates under or with respect to this Agreement, such as manuals, training materials, and other documentation containing First Data’s technical or operational procedures, including the Documentation and Change Control Procedures, regardless of the media on which they are contained, but excluding any RFS Intellectual Property or RFS Information that may be embedded in such FD Non-Software Materials (collectively, “FD Non-Software Materials”).
(ii) First Data hereby grants to RFS a fully paid-up, perpetual, irrevocable, worldwide, non-exclusive, non-transferable right to use, reproduce, adapt and create derivative works based upon, and to distribute, in each case, for internal Services Agreement Confidential RFS business purposes, the FD Non-Software Materials that relate to business processes, procedures or operations of RFS or its business, except the foregoing license does not include (A) any FD Non-Software Materials, or portions thereof, that are unique to the First Data System or First Data Software, and (B) Documentation and technical procedures, each of which are addressed in Section 7.3(c)(iii) below (the items described in clauses (A) and (B) above, referred to as the “Limited License FD Non-Software Materials”).
(iii) First Data hereby grants to RFS a fully paid-up, worldwide, non-exclusive, non-transferable right to use, reproduce, adapt and create derivative works based upon, and to distribute, the Limited License FD Non-Software Materials for internal RFS business purposes directly related to RFS’ receipt and use of the Services during the Term and any period of Termination/Expiration Assistance.