Common use of Software and Proprietary Rights Clause in Contracts

Software and Proprietary Rights. In the event CreditComm shall directly access AMEX's Cardmember database in order to perform its obligation hereunder, AMEX hereby grants to CreditComm solely for the purpose of providing the Service described herein, a non-exclusive, non-transferable right to have access to and (1) operate (a) the AMEX Cardmember information proprietary software operated by AMEX prior to the Effective Date (or on an interim basis, AMEX will provide CreditComm with a supplementary method of identification of Cardmember information), and (b) to the extent agreed upon by the parties, any AMEX Cardmember information proprietary software acquired or developed by AMEX, or on behalf of AMEX, in AMEX's name after the execution of this Agreement for use in connection with the Services ((a) and (b) collectively, the "AMEX Proprietary Software"), (2) operate (i) the software licensed or leased by AMEX from a third party which was operated by AMEX prior to the date of execution of this Agreement, and (ii) to the extent agreed upon by the parties, any software licensed or leased by AMEX from a third party after the execution of this Agreement ((i) and (ii) collectively, the "AMEX Third Party Software"), and (3) use any related documentation in AMEX's possession on or after the date of execution of this Agreement (the "Documentation"). The AMEX Proprietary Software, the AMEX Third Party Software and the Documentation shall be collectively referred to as the "AMEX Software". As part of the Service, CreditComm shall pay all license and maintenance fees for AMEX Third Party Software that CreditComm elects to use to perform the Service. CreditComm shall notify AMEX in advance in writing if it determines not to pay such license and maintenance fees. In the event that CreditComm desires to use other comparable and compatible third party software and AMEX insists that CreditComm use AMEX Third Party Software, AMEX shall pay the license and maintenance fees for such AMEX Third Party Software. Upon expiration of this Agreement or termination of this Agreement for any reason, the rights granted to CreditComm in this Section shall terminate and immediately revert to AMEX and CreditComm shall deliver to AMEX, at no cost to AMEX, a current copy of all of the AMEX Software in the form in use as of the date of such expiration or termination and CreditComm shall destroy or erase all other copies of the AMEX software in its possession. (a) For purposes of billing, preauthorization, authorization, enrollment eligibility, and general Cardmember maintenance requirements for the Service, CreditComm will utilize the Recurrent Billing Interface ("RBI") software which is Amex proprietary software. AMEX shall pay the license fee for this software and CreditComm shall pay the one-time set up charge for program configuration and the monthly maintenance fees. CreditComm will also complete, sign and adhere to Exhibit M.