Retained Systems and Processes Clause Samples

The 'Retained Systems and Processes' clause defines which systems, procedures, or operational methods a party will continue to own, control, or use after a transaction or agreement. Typically, this clause clarifies that certain IT platforms, business processes, or proprietary workflows are not being transferred or shared with the other party, even if related assets or services are. For example, a seller in a business sale might retain their internal accounting software or customer management systems. The core function of this clause is to prevent misunderstandings about which systems and processes are included in the scope of the agreement, thereby reducing the risk of disputes and ensuring both parties have clear expectations regarding operational continuity and ownership.
Retained Systems and Processes. Except as agreed upon in the ERP Implementation Plan and the C&RC Implementation Plan, a Project plan, or elsewhere in the Agreement, Supplier shall not require changes to Triad’s Retained Systems and Processes, including associated processes, applications, systems, software, utilities, tools or equipment, without the prior consent of Triad. Supplier will proactively inform itself and use commercially reasonable efforts to maintain up to date knowledge about all aspects of the existing and future Retained Systems and Processes. Triad and the Eligible Recipients shall reasonably cooperate with Supplier in those efforts. Upon request, Triad and the Eligible Recipients shall provide Supplier with information regarding the Retained Systems and Processes necessary for Supplier to perform its obligations under this Agreement. Triad and the Eligible Recipients will make information available to Supplier regarding any changes to such Triad Retained Systems and Processes. Supplier changes required by Triad’s or any Eligible Recipient’s changes to its Retained Systems and Processes will be addressed through the Change Control Procedures.
View Source
Retained Systems and Processes. IBM shall perform the Services in a manner that does not adversely affect or alter the functionality, interoperability, performance, cost or resource efficiency of the Federal-Mogul retained Systems, processes, Software, Tools or Equipment (including those provided managed, operated, supported and/or used on Federal-Mogul’s behalf by Federal-Mogul third party contractors) without the written consent of Federal-Mogul. Any Systems, processes, Software, Tools and Equipment used by IBM to provide the Services shall properly interface and integrate with the Systems, processes, Software, Tools and Equipment retained by Federal-Mogul. Federal-Mogul shall provide IBM with the information in writing that is reasonably required by IBM to comply with this Section. 24 F&A Master Services Agreement
View Source
Retained Systems and Processes 
View SourceView Similar (17)

Related to Retained Systems and Processes

  • Filing Systems and Equipment A complete and comprehensive catalog of filing systems including vertical and lateral files, bookcases, mobile cabinets and freestanding file cabinets.

  • Review Systems; Personnel It will maintain business process management and/or other systems necessary to ensure that it can perform each Test and, on execution of this Agreement, will load each Test into these systems. The Asset Representations Reviewer will ensure that these systems allow for each Review Receivable and the related Review Materials to be individually tracked and stored as contemplated by this Agreement. The Asset Representations Reviewer will maintain adequate staff that is properly trained to conduct Reviews as required by this Agreement.

  • SERVICE MONITORING, ANALYSES AND ORACLE SOFTWARE 11.1 We continuously monitor the Services to facilitate Oracle’s operation of the Services; to help resolve Your service requests; to detect and address threats to the functionality, security, integrity, and availability of the Services as well as any content, data, or applications in the Services; and to detect and address illegal acts or violations of the Acceptable Use Policy. Oracle monitoring tools do not collect or store any of Your Content residing in the Services, except as needed for such purposes. Oracle does not monitor, and does not address issues with, non-Oracle software provided by You or any of Your Users that is stored in, or run on or through, the Services. Information collected by Oracle monitoring tools (excluding Your Content) may also be used to assist in managing Oracle’s product and service portfolio, to help Oracle address deficiencies in its product and service offerings, and for license management purposes. 11.2 We may (i) compile statistical and other information related to the performance, operation and use of the Services, and (ii) use data from the Services in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses i and ii are collectively referred to as “Service Analyses”). We may make Service Analyses publicly available; however, Service Analyses will not incorporate Your Content, Personal Data or Confidential Information in a form that could serve to identify You or any individual. We retain all intellectual property rights in Service Analyses. 11.3 We may provide You with the ability to obtain certain Oracle Software (as defined below) for use with the Services. If we provide Oracle Software to You and do not specify separate terms for such software, then such Oracle Software is provided as part of the Services and You have the non-exclusive, worldwide, limited right to use such Oracle Software, subject to the terms of this Agreement and Your order (except for separately licensed elements of the Oracle Software, which separately licensed elements are governed by the applicable separate terms), solely to facilitate Your use of the Services. You may allow Your Users to use the Oracle Software for this purpose, and You are responsible for their compliance with the license terms. Your right to use any Oracle Software will terminate upon the earlier of our notice (by web posting or otherwise) or the end of the Services associated with the Oracle Software. Notwithstanding the foregoing, if Oracle Software is licensed to You under separate terms, then Your use of such software is governed by the separate terms. Your right to use any part of the Oracle Software that is licensed under the separate terms is not restricted in any way by this Agreement.

  • Contract Database Metadata Elements Title: Sayville Union Free School District and Sayville Union Free School Custodial and Maintenance Employees Unit, United Public Service Employees Union (UPSEU), Local 424 (2011) Employer Name: Sayville Union Free School District Union: Sayville Union Free School Custodial and Maintenance Employees Unit, United Public Service Employees Union (UPSEU) Local: 424 Effective Date: 07/01/2011 Expiration Date: 06/30/2015 PERB ID Number: 6131 Unit Size: 55 Number of Pages: 24 For additional research information and assistance, please visit the Research page of the Catherwood website - ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇▇▇▇▇.▇▇▇/library/research/ For additional information on the ILR School - ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇▇▇▇▇.▇▇▇/ 55 People TABLE OF CONTENTS ARTICLE Page XXII ANNUAL LEAVE DAYS 14 XXV BREAKS 18 XXVI CIVIL SERVICE LAW ARTICLE SECTION 75 18 XXVIII DURATION 19 XIV EMERGENCY WORK 11 XXI FOUL WEATHER CLOTHING 14 XI GRIEVANCE PROCEDURE 9 XVI HIGHER JOB CLASSIFICATION 12 XVIII HOLIDAYS 13 XV HOLIDAY AND WEEKEND BUILDING CHECKS 12 V INSURANCE 4 X LAYOFF, DISPLACEMENT AND RECALL ORDER 8 VII MANAGEMENT RIGHTS 7 XXVII MISCELLANEOUS 19 XVII NOTICES OF PROMOTIONS 13 XIII OVERTIME 10 II PAYROLL DEDUCTIONS 1 III PERSONNEL FILES 2 XXIV PHYSICAL EXAMINATIONS 18 XXIII RETIREMENT 16 IX STRIKES AND LOCKOUTS 7 XIX VACATIONS 13 XX VISITATION 14 IV WAGES 3 VI WORKERS' COMPENSATION 6 XII WORKWEEK 10 VIII WRITTEN BOARD POLICY 8 APPENDIX A 20 4/20/2016 AGREEMENT made and entered into this day of November 2013 between the SAYVILLE UNION FREE SCHOOL DISTRICT (hereinafter referred to as the “District”) and United Public Service Employees Union, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, N.Y. 11779 (hereinafter referred to as the “Union”).

  • Personnel Equipment and Material Engineer shall furnish and maintain, at its own expense, quarters for the performance of all Engineering Services, and adequate and sufficient personnel and equipment to perform the Engineering Services as required. All employees of Engineer shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of Engineer who, in the reasonable opinion of County, is incompetent or whose conduct becomes detrimental to the Engineering Services shall immediately be removed from association with the Project when so instructed by County. Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the Engineering Services required under this Contract, or will obtain such personnel from sources other than County. Engineer may not change the Project Manager without prior written consent of County.