Proprietary Software and Licensed Information Clause Samples

Proprietary Software and Licensed Information. (a) Seller has developed the Proprietary Software used in connection with the conduct of the Auction Businesses, as described in Schedule 2.1(7) hereto. As provided in Section 2.1(7) above, Seller is granting to Buyer and its Affiliates a non-exclusive, fully paid, irrevocable, royalty free license to use such Proprietary Software, without charge, from and after the Closing. Buyer understands and agrees that the Proprietary Software was developed by Seller to operate as part of its computer systems which were designed to be used in connection not only with the conduct of the Auction Businesses, but also the conduct of Seller's Retained Businesses, Seller shall continue to be the owner of and will continue to use the Proprietary Software, without restriction, provided it may not license its use in connection with the conduct of any business engaged in the auctioning of Collectible Coins or Collectible Sports Memorabilia. Seller, with the cooperation of Buyer, shall install and test the Proprietary Software, in accordance with the Transitional Services Agreement, on the servers identified in Schedule 2.1
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Proprietary Software and Licensed Information. (a) Seller has developed the Proprietary Software used in connection with the conduct of the Auction Businesses, as described in Schedule 2.1(7) hereto. As provided in Section 2.1(7) above, Seller is granting to Buyer and its Affiliates a non-exclusive, fully paid, irrevocable, royalty free license to use such Proprietary Software, without charge, from and after the Closing. Buyer understands and agrees that the Proprietary Software was developed by Seller to operate as part of its computer systems which were designed to be used in connection not only with the conduct of the Auction Businesses, but also the conduct of Seller’s Retained Businesses, Seller shall continue to be the owner of and will continue to use the Proprietary Software, without restriction, provided it may not license its use in connection with the conduct of any business engaged in the auctioning of Collectible Coins or Collectible Sports Memorabilia. Seller, with the cooperation of Buyer, shall install and test the Proprietary Software, in accordance with the Transitional Services Agreement, on the servers identified in Schedule 2.1(11) which Buyer is acquiring hereunder as part of the Acquired Assets, Buyer’s SQL server and other Buyer-owned servers to be used by Buyer in the conduct of the Auction Businesses, at Buyer offices in Irvine, California. For this purpose Buyer and Seller shall cooperate with each other in all reasonable respects to facilitate the completion of this work without undue delay and without materially interfering with Buyer’s business.
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Related to Proprietary Software and Licensed Information

  • Proprietary Software Depending upon the products and services You elect to access through Electronic Access, You may be provided software owned by BNY Mellon or licensed to BNY Mellon by a BNY Mellon Supplier (“Proprietary Software”). You are granted a limited, non-exclusive, non-transferable license to install the Proprietary Software on Your authorized computer system (including mobile devices registered with BNY Mellon) and to use the Proprietary Software solely for Your own internal purposes in connection with Electronic Access and solely for the purposes for which it is provided to You. You and Your Users may make copies of the Proprietary Software for backup purposes only, provided all copyright and other proprietary information included in the original copy of the Proprietary Software are reproduced in or on such backup copies. You shall not reverse engineer, disassemble, decompile or attempt to determine the source code for, any Proprietary Software. Any attempt to circumvent or penetrate security of Electronic Access is strictly prohibited.

  • Licensed Software Computer program(s) provided by Contractor in connection with the Deliverables, subject to Section 14 of this Contract.

  • Third Party Software The Software may contain third party software which requires notices and/or additional terms and conditions. Such required Third Party Software notices and/or additional terms and conditions are located at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇-third-party/ (or a successor website thereto) and are made a part of and incorporated by reference into this Agreement.

  • Third Party Proprietary Data The Disclosing Party's Third Party Proprietary Data, if any, will be identified in a separate technical document.

  • Licensed Materials The materials that are the subject of this Agreement are set forth in Appendix A ("Licensed Materials").