Third-Party Underlying and Derivative Works Sample Clauses

Third-Party Underlying and Derivative Works. Subject to the laws of the State of Texas, and to the extent that any Vendor IP or Third Party IP are embodied or reflected in the Work Product, or are necessary to provide the Services, Vendor hereby grants to the Customer, or shall obtain from the applicable third party for Customer’s benefit, the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right and license, for Customer’s internal business purposes only, to (i) use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such Vendor IP or Third Party IP and any derivative works thereof embodied in or delivered to Customer in conjunction with the Work Product, and (ii) authorize others to do any or all of the foregoing. Vendor agrees to notify Customer on delivery of the Work Product or Services if such materials include any Third Party IP. Vendor agrees that its Pre-existing Vendor IP may be either redacted or segregated into an Appendix labeled “Gartner, Inc.’s Pre-existing Intellectual Property” without impacting the usefulness or readability of the Works provided to the customer. Unless the Deliverable is a Request for Proposal (RFP) or similar document intended to be distributed by the Customer, shall not make the Works available, in whole or in part, to anyone outside of the Customer, or quote excerpts from the Deliverables to the public, without the prior written consent of Vendor, subject to the requirements of the Texas Public Information Act. Notwithstanding the foregoing, Customer may share the Pre-existing Vendor IP on a confidential basis with (i) its outside auditors and/or accountants, (ii) third parties who have signed appropriate confidentiality agreements with Customer who are engaged by Customer to review or implement suggestions or to further research the issues contained in the deliverables, and (iii) governmental or regulatory bodies as required by law. On request, Vendor shall provide Customer with documentation indicating a third party’s written approval for Vendor to use any Third Party IP that may be embodied or reflected in the Work Product. .

Third-Party Underlying and Derivative Works. Notwithstanding anything to the contrary contained in this Agreement, including this Section 12.1, the sole and exclusive owner of any Third Party’s Underlying Works and of all Derivative Works thereof that are created, invented, conceived, and fixed in a tangible medium of expression by such Third Party (such Derivative Works, collectively with the Third Party’s Underlying Works, the “Third-Party Works”) shall be the applicable Third Party; provided, however, that ACS shall not implement or utilize any Third-Party Works in the provision of any Services unless the Third-Party Works are commercially available or ACS shall have used commercially reasonable efforts to cause such Third Party to agree to grant to Symetra (at Symetra’s cost and expense) a perpetual, irrevocable, non-exclusive, fully-paid license to use, copy, modify, and sublicense the Third-Party Works in connection with the conduct of Symetra’s business.

Third-Party Underlying and Derivative Works. In all instances, in its’ SOW or quote, and before contracting with a customer the Vendor will disclose the use or incorporation of any Third Party IP into the Work Product or Deliverables and a description of the ownership and use rights that will be provided to the Customer. At the time of delivery, the Vendor will provide in writing the name and use of any Third Party IP, including information regarding the Vendor's authorization to include and utilize such Third Party IP. The notice shall include a copy of any ownership agreement or license that authorizes the Vendor to use the Third Party IP, If Vendor procures any Third Party IP for the State, then Vendor must assign or otherwise transfer to the State, or afford the State the benefits of, any license rights, including the manufacturer's warranty, for the Third Party IP.

Third-Party Underlying and Derivative Works. To the extent that any Vendor IP or Third Party IP are embodied or reflected in the Work Product, or are necessary to provide the Services, Vendor hereby grants to the Customer, or shall obtain from the applicable third party for Customer’s benefit, the non-exclusive, non- assignable, royalty-free, perpetual (unless otherwise specified in the ordering document), limited right to use the Programs and receive any services the Customer ordered solely for the Customer’s internal business operations and subject to the terms of the End User License Agreement, including the definitions and rules set forth in the order and the program documentation. Upon payment of undisputed amounts due for Services, Customer has the non-exclusive, non-assignable, royalty free, perpetual, limited right to use for Customer’s internal business operations anything developed by Oracle and delivered under this contract; however, certain deliverables may be subject to additional license terms provided in the Oracle ordering document. Customer is prohibited from duplicating the Programs except that Customer may make a sufficient number of copies of each Program for its licensed use and one copy of each program media. Vendor agrees to notify Customer on delivery of the Work Product or Services if such materials include any Third Party IP. On request, Vendor shall provide Customer with documentation indicating a third party’s written approval for Vendor to use any Third Party IP that may be embodied or reflected in the Work Product.

Third-Party Underlying and Derivative Works. Contractor is not authorized to include any open source code in any Deliverables, unless Contractor first receives the written authorization from the TxDMV Contract Monitor to do so. This subsection only applies to intellectual property which is not developed under this Contract and to which TxDMV does not already have a right to use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such intellectual property. Contractor is not authorized to include any third-party intellectual property in any Deliverables, unless Contractor first receives the written authorization from the TxDMV Contract Monitor to do so. Unless stated otherwise in this Contract, Contractor must pay all license fees and/or royalties and assume all costs incident to the use or possession in the performance of the Deliverables or the incorporation into the Deliverables of any third-party intellectual property.

Third-Party Underlying and Derivative Works. To the extent that any Vendor IP or Third Party IP are embodied or reflected in the Work Product, or are necessary to provide the Services, Vendor hereby grants to the Customer, or shall obtain from the applicable third party for Customer’s benefit, the irrevocable, non- exclusive, worldwide, royalty-free right and license, for Customer’s internal business purposes only, to (i) use, execute, reproduce, display, perform, distribute copies of such Vendor IP or Third Party IP and any derivative works thereof embodied in or delivered to Customer in conjunction with the Work Product. Vendor agrees to notify Customer on delivery of the Work Product or Services if such materials include any Third Party IP. On request, Vendor shall provide Customer with documentation indicating a third party’s written approval for Vendor to use any Third Party IP that may be embodied or reflected in the Work Product.

Third-Party Underlying and Derivative Works. To the extent that any Vendor IP or Third Party IP are embodied or reflected in the Work Product, or are necessary to provide the Services, Vendor for the term of the Contract, hereby grants to the Customer, or shall obtain from the applicable third party for Customer’s benefit, the irrevocable, non-exclusive, worldwide, royalty-free right and license, for Customer’s internal business purposes only, to (i) use, execute, display, and perform, and (ii) authorize others to do any or all of the foregoing. Vendor agrees to notify Customer on delivery of the Services if such materials include any Third-Party IP. On request, Vendor shall provide Customer with documentation indicating a third party’s written approval for Vendor to use any Third-Party IP that may be embodied or reflected in the Work Product. Under Texas Government Code, Chapter 2054, Subchapter M, and DIR implementing rules, state agency Customers must procure EIR that complies with the Accessibility Standards defined in the Texas Administrative Codes 1 TAC 206, 1 TAC 213, and in the Worldwide Web Consortium WCAG 2.0 AA technical standard as applicable, and when such products or services are available in the commercial marketplace or when such products are developed in response to procurement solicitations. 1) Upon renewal of the Agreement, TFC may request & Vendor must provide an accurate Accessibility Conformance Reports (ACRs) created using the applicable sections of the Voluntary Product Accessibility Template® (VPAT®) Revised Section 508 Edition (Version 2.3 or higher) or links to ACRs located on manufacturer websites for Commercial Off the Shelf (COTS) products, including Software as a Service (SaaS), for each product or product family (as applicable) included in the submitted pricelist. Instructions on how to complete this document are included in the template itself. ACRs based on earlier versions of the VPAT® template will be accepted if such competed ACRs already exist, and there have been no changes to the product / service since the time of the original document completion. 2) Upon request, and prior to a purchase for IT development services, Vendors must provide a completed, current, accurate, Vendor Accessibility Development Services Information Request(VADSIR) form for non-COTS offerings (such as IT related development services, services that include user accessed, online components, etc.) which documents Vendor's capability or ability to produce accessible electronic and information...

Third-Party Underlying and Derivative Works. Vendor will disclose the use or incorporation of any Third Party IP into the Work Product or Deliverables and a description of the ownership and use rights that will be provided to the Customer. At the time of delivery, the Vendor will provide in writing the name and use of any Third Party IP, including information regarding the Vendor’s authorization to include and utilize such Third Party IP. The notice shall include a copy of any ownership agreement or license that authorizes the Vendor to use the Third Party IP. If Vendor procures any Third Party IP for the State, then Vendor must assign or otherwise transfer to the State, or afford the State the benefits of, any license rights, including the manufacturer's warranty, for the Third Party IP.

Third-Party Underlying and Derivative Works. Contractor is not authorized to include any open source code in any deliverables, unless Contractor first receives the written authorization from the TxDMV Contract Monitor to do so. This subsection only applies to intellectual property which is not developed under this Contract and to which TxDMV does not already have a right to use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such intellectual property. Contractor is not authorized to include any third-party intellectual property in any deliverables, unless Contractor first receives the written authorization from the TxDMV Contract Monitor to do so. Unless stated otherwise in this Contract, Contractor must pay all license fees and/or royalties and assume all costs incident to the use or possession in the performance of the deliverables or the incorporation into the deliverables of any third-party intellectual property. If Contractor obtains any third party intellectual property for TxDMV and incorporates any proprietary third party intellectual property into the deliverables, Contractor must obtain and furnish with such intellectual property the following: (i) documentation on the use of such intellectual property, (ii) a perpetual, irrevocable, worldwide, royalty-free right and license (which may be nontransferable, nonexclusive, or both) to use, execute, reproduce, display, perform, distribute copies of, and prepare derivate works based upon such intellectual property and associated user documentation for TxDMV purposes, including TxDMV’s performance of statutory duties for other governmental entities, such as the Tax Assessor- Collectors (TACs) or law enforcement, and the motoring public and (iii) a perpetual, irrevocable worldwide, royalty-free right and license (which may be nontransferable, nonexclusive, or both) to authorize others to use, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based upon such intellectual property for TxDMV purposes, including TxDMV’s performance of statutory duties for other governmental entities, such as the TACs or law enforcement, and the motoring public. Contractor will facilitate the transfer of third-party licenses to TxDMV upon terms and conditions acceptable to TxDMV. For those third-party products that require license renewal, TxDMV has the option to arrange licensing directly from the licensor.