Software Contracts Sample Clauses

Software Contracts. All contracts, agreements, licenses, and other commitments and arrangements, oral or written, with any person or entity respecting the ownership, license, acquisition, design, development, distribution, marketing, use, or maintenance of computer program code, related technical or user documentation, and databases, in each case relating to or arising out of the Software Business consisting of the items listed and classified in Schedule 1.1.c as (1) licenses from third parties (development and/or marketing); (2) licenses from third parties (internal use only); (3) development contracts, work-for-hire agreements, and consulting and employment agreements; (4) distributorships, dealerships, franchises, and manufacturer's representative contracts; (5) licenses and sublicenses to others; (6) maintenance, support, or enhancement agreements; and (7) source code escrow agreements (the "Software Contracts").

Software Contracts. 2.14.1 End-User Agreements. Section 2.14.1 of the Compugraphics Disclosure Schedule sets forth a complete example of each of Compugraphics's current standard end user license agreements with respect to the Internally Developed Software (the "Standard Licenses"). Section 2.14.1 of the Compugraphics Disclosure Schedule accurately identifies each license transaction (with customer name redacted, if desired) which generated $5,000 or more of revenues during the fiscal year ended December 31, 1999 and during year 2000 through the date hereof.

Software Contracts. All contracts, agreements, licenses, and other commitments and arrangements, oral or written, with any person or entity respecting the ownership, license, acquisition, design, development, distribution, marketing, use, or maintenance of computer program code, related technical or user documentation, and databases, in each case relating to or arising out of the Software Business (the "Software Contracts"). The Software Contracts consist of the items listed and classified in Schedule 1.1.c as (1) licenses from third parties (development and/or marketing); (2) licenses from third parties (internal use only); (3) development contracts, work-for-hire agreements, and consulting and employment agreements; (4) distributorships, dealerships, franchises, and manufacturer's representative contracts; (5) licenses and sublicenses to others; and (6) maintenance, support, or enhancement agreements.

Software Contracts. (a) End-User Agreements. Section 3.13(a) of the Company Disclosure Schedule sets forth a complete example of each of the Company's current standard end user license agreements with respect to the Internally Developed Software (the "Standard Licenses"). Section 3.13(a) of the Company Disclosure Schedule accurately identifies each license transaction (with customer name redacted if desired) which generated $200,000 (or the equivalent in foreign currency) or more of revenues for the Company during the fiscal year ended December 31, 1998.

Software Contracts. The Company Software is either: (i) owned by the Company, (ii) currently in the public domain or otherwise available for use, modification and distribution by the Company without a license from or the approval or consent of any third party, or (iii) licensed to the Company pursuant to a valid, binding, written agreement (“Software Contract”). Schedule III identifies all Software Contracts and classifies each such Software Contract under one or more of the following categories: (A) license to use third party software; (B) development contract, work-for-hire agreement, or consulting agreement; (C) distributor, dealer or value-added reseller agreement; (D) license or sublicense to a third party (including agreements with end-users); (E) maintenance, support or enhancement agreement; or (F) other. No Software Contract creates, or purports to create, obligations or immunities with respect to any Intellectual Property Rights of the Company, including but not limited to, obligations requiring the disclosure or distribution of all or a portion of the source code for any Company Software. Except as disclosed on Schedule III, no portion of the Company Software is licensed to the Company under any license recognized as an open source license by the Open Source Initiative.

Software Contracts. The parties hereto expressly understand and agree that software license and development agreements frequently have delivery dates which are not met by software vendors for a variety of reasons caused by or attributable to both licensor and licensees and that this is the case with certain of the contracts set forth on SCHEDULE 3.6. DC Systems has negotiated or may have negotiated with certain of its customers to extend product delivery dates, substitute different deliverables for those stated in their contracts (because the needs of the licensee(s) changed or for other reasons) or to alter terms and provisions of its contracts in other ways to eliminate or moderate potential claims, obligations and liabilities. Such negotiations, to the extent material, have been documented through amendments, addenda, work orders, status reports or other written documents. DC Systems has indicated on SCHEDULE 3.6 the contracts in which DC Systems may not have achieved anticipated delivery dates or anticipates not achieving such delivery dates. The parties acknowledge and agree that DC Systems makes no representations or warranties, other than those contained in Section 3.14, that claims will not arise respecting timing or acceptance of its software under the contracts listed in SCHEDULE 3.6.

Software Contracts. Enter into any new (or materially amend the terms of existing) Software Contracts other than in the ordinary course of business and consistent with past practice. --30--

Software Contracts. (a) The Company has made available to Buyer all licenses of the Software Programs granted by the Company or any of its Subsidiaries to other parties (the “Licenses”), other than shrink-wrap or click-wrap agreements, and other than Licenses that accounted for less than $100,000.00 of the Company’s consolidated revenues for the year ended December 31, 2005. All such contracts constitute only end-user agreements, each of which grants the end user thereunder principally the nonexclusive right and license to use an identified Software Program and related user documentation in the form of software object code. (b) Schedule 2.16(b) of the Company Disclosure Schedule sets forth, as of the date hereof, an accurate and complete list of all contracts, agreements, licenses, or other commitments or arrangements in effect with respect to the marketing, remarketing, distribution, licensing or promotion of (i) the Software Programs or any other Technical Documentation or the Company Intellectual Property by any independent salesperson, distributor, sublicensor or other remarketer or sales organization or (ii) any third party’s software products by the Company or any of its Subsidiaries (the “Marketing Agreements”). (c) Schedule 2.16(c) of the Company Disclosure Schedule sets forth an accurate and complete list as of the date hereof of all contracts, agreements, licenses, or other commitments or arrangements that (i) require or relate to any escrow, disclosure, and/or provision or transfer, whether or not contingent on any event, of all or any portion of any Source Code of any of the Software Programs or (ii) grant to any third Person any exclusive rights, whether or not limited in time or territory, with respect to any of the Software Programs and/or any of the Company Intellectual Property. None of the Source Code of any of the Software Programs has been released or provided by an escrow agent or the like to any Persons.

Software Contracts. The Subsidiary, WJ Communications, entered into an agreement, Cadence Installment Payment Agreement effective date of June 29, 2007 in the amount of $635,220 and the related Maintenance Service Fee Schedule of $162,000 for the period through June 28, 2010. $754,150 remains owing pursuant to these schedules. Collectibility of AmpTech Receivables. The Subsidiary, WJ Communications, Inc., on a net basis, has a receivable of $77,567 from AmpTech. The Subsidiary expects to net this against future wafer deliveries from AmpTech. Tax Liability. During the three months ended March 31, 2008 and 2007, the Borrower recorded income tax expense from continuing operations of $458,000 and $412,000, respectively. The income tax expense for both periods was primarily associated with taxes from the Borrower and its Domestic Subsidiaries. The Borrower’s income tax liability recorded on its condensed consolidated balance sheets relates primarily to management’s estimate of the income tax expense in the jurisdictions in which the Borrower and its Affiliates have operations. In January 2008, the Borrower made a $63.0 million dividend distribution from its Costa Rica subsidiary. Of the $63.0 million dividend, the majority was from previously taxed income and the remainder is taxable in 2008, on which a deferred tax liability was established in the prior year. No provision has been made for the U.S, state or additional foreign income taxes related to approximately $96.5 million of undistributed earnings of foreign subsidiaries which have been, or are, intended to be permanently reinvested.