Schedule # Imported Brands. [Schedule 1] to the Purchase Agreement is hereby amended and restated and replaced by the schedule attached as [Exhibit A] hereto.
Imported Brands means # all brands of Miller Parent or its Subsidiaries set forth on [Schedule 1]-A hereto and any other sub-brands of such brands, and # subject to [Section 5.19(b)], all Additional Imported Brands.
LICENSING AND RESEARCH COLLABORATION AGREEMENT THIS AMENDMENT AGREEMENT NO.1 (the Amendment Agreement) is made the 24 day of Jan, 2017
CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
Licensed Software Ownership. acknowledges and agrees that Kx owns all right, title and interest in the Licensed Software and in all of Kxs patents, trademarks, trade names, inventions, copyrights, know-how and trade secrets relating to the design, manufacture and operation of the Licensed Software. The use by of such proprietary rights is authorized only for the purposes herein set forth and upon termination of this OEM Agreement for any reason, such authorization will cease except as otherwise provided herein.
Maintenance Services are the services described in this [section 6]. Kx will continue to provide Maintenance Services for the Kdb Software through . Kx will provide Maintenance Services for the Kdb+ Software subject to [section 6.7] below. Kx will provide Maintenance Services to , but not to Customers. Maintenance Services for the Kdb+ Software are provided for the most recent Update for so long as it is the most recent Update and then for one year after release of the next Update.
Licensed Software Warranty. Kx warrants to only, and not to Customers or any other third party, that the Licensed Software will perform in substantial 4accordance with the Documentation for a period of from the Effective Date (Warranty Period). Kx does not warrant and hereby disclaims any implied warranty that the operation of the Licensed Software will be error free or uninterrupted.
Modifications to Licensed Software. Neither nor its Customers shall attempt to reverse engineer, decompile or otherwise prepare any derivative works of the Licensed Software. acknowledges that the Licensed Software is proprietary and contains confidential and valuable trade secrets of Kx, which agrees to safeguard as provided for under [section 11], Confidential Information, below.
Infringement of Licensed Patents. Each Party will notify the other Party promptly in writing upon becoming aware of any alleged or threatened infringement by a Third Party of any Licensed Patents. Arcus shall have the sole right to enforce any patent within the Licensed Patents against any infringement or alleged infringement thereof. Arcus may, at its own expense, institute suit against any infringer or alleged infringer and control and defend such CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
Description of Software Licensed The ValidianProtect 312 Software and the Secure Capabilities Module, which are comprised of the following:
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