Software Covenants Clause Samples

The Software Covenants clause sets out specific promises and obligations regarding the software provided under an agreement. Typically, it requires the provider to ensure that the software is original, does not infringe on third-party rights, and functions as described. For example, the clause may obligate the provider to deliver software free of viruses or to maintain compliance with applicable laws. Its core function is to protect the recipient by ensuring the software meets certain standards and by allocating risk if these standards are not met.
Software Covenants. Reseller agrees to comply with each of the following requirements: (a) Reseller shall not copy, alter, modify, translate, decompile, disassemble, reverse engineer or otherwise attempt to derive source code, or create derivative works of the Software, or any part thereof, or knowingly allow others to do so, during or after the Term. (b) Except as otherwise specifically provided in this Agreement, Reseller shall not loan, rent, lease, give, sub-license, or otherwise transfer, nor communicate or otherwise disclose, the Software, including any part or any copy thereof, in whole or in part, to any person. Reseller agrees that except for copies of the Software provided to Reseller pursuant to Section 6.1 hereof, all such software provided to Reseller hereunder shall remain in its sealed package, as provided by nFront to Reseller, until delivered to a Bank customer of Reseller. (c) Except with respect to providing access to the nHome System to Bank customers as authorized and specifically provided in this Agreement, Reseller shall not electronically transfer the Software, or any part thereof, from one computer to another over a network, irrespective of how linked. (d) The Software, including all parts thereof, and any copies, in whole or in part, and any and all copyrights thereto, are and remain the property of nFront, irrespective of the ownership of the media on which such Software and any parts or copies thereof are contained. (e) Each copy of the Software sold to Banks shall include a license agreement, the form of which shall be as set forth in the Exhibit E, which license shall be incorporated into any Reseller license given to Banks, provided, however, that nFront shall approve in advance the form of any such license. In addition to the license to be provided to Banks upon delivery of access to the nHome System, Reseller shall include in each invoice for use with such software a statement specifically referring to such license agreement and stating that acceptance and/or any use constitutes an assent to all of the terms and conditions of such license agreement, as limited by terms and conditions included therein. To enable nFront to verify compliance herewith, Reseller shall provide nFront with any form agreements and invoices which Reseller plans to use in connection herewith at least thirty (30) days prior to such use. (f) Reseller acknowledges that the laws and regulations of the United States restrict the export and re-export of commodities and techni...
Software Covenants. BancTec agrees to comply with each of the following requirements: (a) BancTec shall not copy, alter, modify, translate, decompile, disassemble, reverse engineer or otherwise attempt to derive source code, or create derivative works of the Software, or any part thereof, or knowingly allow others to do so, during or after the Term. (b) Except as otherwise specifically provided in this Agreement, BancTec shall not loan, rent, lease, give, sub-license, or otherwise transfer, nor communicate or otherwise disclose, the Software, including any part or any copy thereof, in whole or in part, to any person. (c) The Software, including all parts thereof, and any copies, in whole or in part, and any and all copyrights thereto, are and remain the property of nFront, irrespective of the ownership of the media on which such Software and any parts or copies thereof are contained. (d) Each copy of the Software sold to Banks by nFront shall include a license agreement, the form of which shall be as set forth in the Exhibit E. (e) BancTec acknowledges that the laws and regulations of the United States restrict the export and re-export of commodities and technical data of United States origin, including the System. BancTec agrees that it shall not export or re-export such Software in any form without nFront's consent, which consent shall, among other things be conditioned upon BancTec receiving the appropriate United States and foreign government licenses and approvals. (f) BancTec shall not, by any act or omission, impair or prejudice the copyright or any other right of whatever nature of nFront in and to the System or any part thereof, and shall not deal with the same in any manner which may allow any third party to obtain any rights in the same which are inconsistent or which conflict with the rights of nFront.
Software Covenants. Reseller agrees to comply with each of the following requirements: (a) Reseller shall not copy, alter, modify, translate, decompile, disassemble, reverse engineer or otherwise attempt to derive source code, or create derivative works of the Software, or any part thereof, or knowingly

Related to Software Covenants

  • Interim Covenants (a) Except with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), as otherwise contemplated or permitted by this Agreement or as required by the Bankruptcy Code or other applicable Law, during the period prior to and up to Closing, Seller shall operate the Yu-Gi-Oh! Business in compliance in all material respects with all Laws applicable to the operation of its business. From the date hereof through the Closing Date, or as otherwise required by applicable Law, Seller shall use commercially reasonable efforts to: (i) maintain the Purchased Assets in a manner consistent with past practices, reasonable wear and tear excepted and maintain the types and levels of insurance currently in effect in respect of the Purchased Assets; (ii) preserve intact the Yu-Gi-Oh! Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its suppliers, customers, distributors and any others with whom or with which it has business relations; (iii) upon any damage, destruction or loss to any Purchased Asset, apply any insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of such Purchased Asset before such event or, if required, to such other (better) condition as may be required by applicable Law; (iv) promptly advise Purchaser in writing of the occurrence of any event that has had, or would reasonably be expected to have, a Material Adverse Change; and (v) consult with Purchaser on all material aspects of the Yu-Gi-Oh! Business as may be reasonably requested from time to time by Purchaser, including, but not limited to, personnel, accounting and financial functions. (b) Except as otherwise contemplated or permitted by this Agreement or by applicable Law, during the period prior to and up to Closing, Seller shall not, without the prior written consent of Purchaser: (i) enter into, terminate or amend or reject any of the Transferred Agreements, or cancel, modify or waive any material claims held in respect of the Purchased Assets or waive any material rights of value; (ii) do any act or fail to do any act that will cause a material breach or default under any of the Transferred Agreements; (iii) sell, transfer or otherwise dispose of any of the Purchased Assets; (iv) modify any of its sales practices or receivables collections practices from those in place on the date hereof, including offering any discounts, incentives or other accommodations for early payment; (v) conduct any “going out of business,” liquidation, bankruptcy, or similar sales or take any action to fashion its business as going out of business, liquidating or closing; (vi) dispose of or fail to keep in effect any material rights in, to, or for the use of any of the Intellectual Property, except for rights which expire or terminate in accordance with their terms; (vii) subject any Purchased Assets to any Liens; (viii) enter into, or negotiate any licenses or grant any party any rights or license in any of the Purchased Assets; or (ix) authorize any of the foregoing, or commit or agree to take actions, whether in writing or otherwise, to do any of the foregoing. (c) Seller take all action to properly and timely (i) exercise its option for the next season of Yu-Gi-Oh! such that the expiration dates of the Yu-Gi-Oh! Grant Agreements at Closing shall be August 31, 2019 for broadcast and home video rights in the United States, August 31, 2020 for broadcast and home video rights in the territory described therein outside of the United States, and August 31, 2019 with respect to merchandising rights and (ii) make any required payments under the Yu-Gi-Oh Grant Agreements.

  • Certain Negative Covenants So long as any Recovery Bonds are Outstanding, the Issuer shall not: (a) except as expressly permitted by this Indenture and the other Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Recovery Bond Collateral, unless directed to do so by the Indenture Trustee in accordance with Article V; (b) claim any credit on, or make any deduction from the principal or premium, if any, or interest payable in respect of, the Recovery Bonds (other than amounts properly withheld from such payments under the Code or other tax laws) or assert any claim against any present or former Holder by reason of the payment of the taxes levied or assessed upon any part of the Recovery Bond Collateral; (c) terminate its existence or dissolve or liquidate in whole or in part, except in a transaction permitted by Section 3.10; (i) permit the validity or effectiveness of this Indenture or the other Basic Documents to be impaired, or permit the Lien of this Indenture and the Series Supplement to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Recovery Bonds under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien (other than the Lien of this Indenture or of the Series Supplement) to be created on or extend to or otherwise arise upon or burden the Recovery Bond Collateral or any part thereof or any interest therein or the proceeds thereof (other than tax liens arising by operation of law with respect to amounts not yet due), or (iii) permit the Lien of this Indenture or of the Series Supplement not to constitute a valid first priority perfected security interest in the Recovery Bond Collateral; (e) elect to be classified as an association taxable as a corporation for federal income tax purposes or otherwise take any action, file any tax return, or make any election inconsistent with the treatment of the Issuer, for purposes of federal taxes and, to the extent consistent with applicable State tax law, State income and franchise tax purposes, as a disregarded entity that is not separate from the sole owner of the Issuer; (f) change its name, identity or structure or the location of its chief executive office, unless at least ten (10) Business Days’ prior to the effective date of any such change the Issuer delivers to the Indenture Trustee (with copies to the Rating Agencies) such documents, instruments or agreements, executed by the Issuer, as are necessary to reflect such change and to continue the perfection of the security interest of this Indenture and the Series Supplement; (g) take any action which is subject to a Rating Agency Condition without satisfying the Rating Agency Condition; (h) except to the extent permitted by applicable law, voluntarily suspend or terminate its filing obligations with the SEC as described in Section 3.07(g); or (i) issue any recovery bonds under the Wildfire Financing Law or any similar law (other than the Recovery Bonds).

  • Executive Covenants This is an Exhibit A to, and forms a part of, an agreement with the Company relating to employment and post-employment competition (the "Presidents' Council Agreement"). This Exhibit shall not diminish in any way Executive's rights under the terms of such Presidents' Council Agreement, except that Executive's receipt of benefits under this Exhibit is contingent upon Executive's compliance in all material respects with all of the terms and conditions of the Presidents' Council Agreement.

  • Information Covenants The Borrower will furnish to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practice):

  • Separate Covenants The covenants of Part IX of this Agreement shall be construed as separate covenants covering their particular subject matter. In the event that any covenant shall be found to be judicially unenforceable, said covenant shall not affect the enforceability or validity of any other part of this Agreement. Employee Initials ____