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VRSCO will document such modifications in a revised written version of such a
document, which will replace and supplant all previous versions of that document as of
the date that the revised written version is signed by both Employer and VRSCO.
Notwithstanding any other provision of this Agreement, all other exhibits, plans,
schedules, specifications, or other documents created by Employer and VRSCO during
the course of this Agreement must be in writing and signed by both Employer and
VRSCO, and all such exhibits, plans, schedules, specifications, or other documents shall
only be incorporated into and made a part of this Agreement once signed by both
Employer and VRSCO.
3.
License Grant, Restriction and Ownership.
3.1
License Grant.
VRSCO grants to Employer, subject to the terms and conditions
of this Agreement, a non-exclusive, non-transferable license to use Retirement Manager
and related documentation. Employer’s rights to use Retirement Manager and related
documentation shall be limited to those rights expressly granted herein. All rights not
expressly granted to Employer are retained by VRSCO.
3.2
License Restriction.
Employer agrees not to cause or permit the: (i) use, copying,
modification, rental, lease, sublease, or transfer of Retirement Manager and related
documentation, except as expressly provided in this Agreement; (ii) creation of any
derivative works based on Retirement Manager and related documentation; or (iii)
reverse engineering, disassembly, or decompiling of Retirement Manager and related
documentation.
3.3
Ownership.
VRSCO retains all right, title and interest in Retirement Manager and
related documentation and in all copies, improvements, enhancements, modifications and
derivative works of Retirement Manager and related documentation including, without
limitation, all patent, copyright, trade secret and trademark rights.
4.
Licenses, Permits, Taxes, Fees, Laws and Regulations.
VRSCO will obtain, maintain
in effect, and pay the cost for all federal, state and local licenses, permits, or certifications
that may be necessary for VRSCO’s performance of this Agreement. VRSCO will be
responsible for the payment of all taxes, excises, fees, payroll deductions, employee
benefits (if any), fines, penalties or other payments required by federal, state, or local law
or regulation in connection with VRSCO’s performance of this Agreement. VRSCO will
comply with, and will be responsible for requiring its officers, employees, agents and
subcontractors and the Services (including Retirement Manager) to comply with, all
applicable federal, state, and local laws and regulations.
5.
Representations and Warranties.
VRSCO and Employer each represent and warrant to
the other as follows:
5.1
Each is duly organized, validly existing and in good standing under the laws of
the state of its incorporation or jurisdiction of its organization;
2