Technical Assistance and Support. A. The Company agrees to provide Licensee, without charge, with software upgrades to Licensed Software including new versions of Licensed Software running under new operating systems and running under database management software upgrades, as they may become available. The Company shall provide to the Licensee such updates, developments, enhancements and improvements to the Licensed Software as may be available to the Company from time to time and any replacements to the Licensed Software, without cost, to assure that the Licensed Software provided by the Licensee through the Localized Sites is the same system (or as functionally equivalent as is feasible given differences in multinational operating systems which cannot be controlled by the Parties) as that which is utilized on the Tripod Site. Licensee shall be responsible for providing any software upgrades to the Licensed Software to Permitted Sublicensees. At the time the Company makes available to Licensee any upgrades to the Licensed Software, the Company shall advise Licensee of the changes to the Licensed Software from the previous version of the Licensed Software provided to Licensee B. In the event that the Company makes available through the Tripod Site any product or service which is either owned exclusively by the Company or which is licensed by the Company and which the Company has the right to sublicense to a third party, then, if requested by Licensee, the Company shall make such product or service available to Licensee for inclusion in Tripod Europe, on such terms and conditions as are mutually acceptable to the Company and Licensee. The Parties agree that the Licensee shall pay to the Company all costs and expenses (including all fully burdened costs of the Company) relating to the localization and customization of the products and services for the Territory. If any fees are payable to third parties in respect of sublicenses described herein, the Company shall advise Licensee, and the Parties shall negotiate a reasonable fee to the extent Licensee desires to sublicense such rights. Such fee shall be paid by Licensee. C. The Company shall provide Licensee, upon request, all technical support, including access to the Company's technical staff and assistance in the delivery and installation of the Licensed Properties, reasonably necessary for Licensee to complete development of and operate Localized Sites. The cost and expenses of the Company for the foregoing (including the fully burdened costs of the Company) shall be paid by Licensee. The Company and Licensee shall develop procedures for the services to be provided by the Company, including development schedules, performance criteria and costs associated therewith. D. The Company shall use best efforts to fix bugs in the Licensed Software as soon as reasonably possible. Such efforts will be conducted by telephone or electronic means. In the event that the Company is unable to fix such bugs, the Company will provide on-site technical support to Licensee in order to fix such bugs. The costs and expenses of the Company for the foregoing (including the fully burdened costs of the Company) shall be paid by the Company, except for costs and expenses relating to the localization and customization of the Licensed Properties, which shall be paid by Licensee. E. After the initial delivery of the Licensed Software, if the Steering Committee of the Licensee with the participation and voting of the Lycos members (who shall vote in the same manner as the BIG members), requests in writing on behalf of the Licensee that the Company perform a development project requiring access to the Source Code relating to the Licensed Software to accommodate significant technical, competitive or legal requirements specific to the Territory, including, without limitation, the development of client products for operating systems accounting for five percent (5%) or more of the operating systems (as determined on the basis of studies of any independent marketing organization with expertise in the computer industry) in the Territory or the modification of client licensed products to adapt to new releases of client operating systems or the modification of any Licensed Properties to adapt to communications infrastructure developments in the Territory, then the Company shall at its option: (i) make the changes within a reasonable period, subject to the payment of the costs and expenses of the Company (including the Company's fully burdened costs); or (ii) decline to undertake the project but, as soon as feasible, provide an Applications Programming Interface, so that the Licensee is able itself to perform the project or have the project performed by a third party; or (iii) make available, to such entity as the Steering Committee (with the participation and vote of the Lycos members) may select, those parts of the Source Code relating to the Licensed Software needed to make the change. Changes made pursuant to this subparagraph E shall be based on specifications reasonably approved by the Company and shall be subject to quality assurance testing by the Company to its reasonable satisfaction prior to installation in order to determine conformity to specifications. Any entity selected by the Steering Committee to make such changes shall enter into a reasonable confidentiality agreement with the Company prior to delivery of any Source Code. To the full extent permitted by law, the Company shall retain full ownership to all changes in the Source Code (but, to the extent that it does not contain Source Code, not the product, if any developed by or on behalf of the Licensee using the Source Code) and the Company in any event shall have the full and exclusive exploitation rights to such changed Source Code. The Licensee shall execute such documents of assignment as may be required to give effect to this subparagraph. All changes made pursuant to this section belonging to the Company or the Licensee, shall be deemed Licensed Properties under the terms of this Agreement. In the event that the Company uses any such changes, the Company shall pay Licensee a reasonable fee and royalty for such usage in an amount as shall be reasonably determined by the Parties. F. All proposed changes and improvements by the Company shall constitute confidential information of the Company. Licensee acknowledges that the Company shall have the right to make public announcements relating to all current and future products and services and all development plans. G. If the documentation required to implement, operate, and maintain Tripod Europe is insufficient for such purposes, the Company shall either supplement the documentation or provide sufficient training or consultation, the costs and expenses of which shall be paid by the Company, except for costs and expenses relating to the localization and customization of such documentation, which shall be paid by Licensee. H. For purposes of technology development and assistance, the Company shall dedicate such time and priority to the requests of Licensee as is proportional to the business traffic generated by the Licensee in relation to the overall business of the Company and all other licensees of the Company. I. Lycos agrees that Licensee will be entitled to have one designee on behalf of all Joint Entities attend all product development meetings held by Lycos and participate therein.
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Sources: Agreement (Lycos Inc), Agreement (Lycos Inc)