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“Effective Date” <br /> <br /> <br />“Intellectual Property <br />Rights” <br />means the date of this Agreement signed by the <br />Supplier and the Customer. <br />means all intellectual and industrial property rights of <br />any kind whatsoever, registered or unregistered, <br />including patents, know-how, software, code, <br />intellectual property specifications, design plans, <br />prototypes, drawings, software, software <br />documentation, material, documents, ideas, <br />operations, processes, product information, know- <br />how, and the like including mode and procedures of <br />development of source code, registered trademarks, <br />registered designs, utility models, applications for and <br />rights to apply for any of the foregoing, unregistered <br />design rights, unregistered trademarks, rights to <br />prevent passing off for unfair competition and copyright, <br />database rights, topography rights, and any other rights <br />in any invention, discovery or process, in each case in <br />all countries in the world and together with all renewals <br />and extensions. <br />“Pricing Schedule” means Schedule 2 to this Agreement which sets out the <br />prices and payment terms for the Service. <br />“Professional Services” means the general consulting, implementation and/or <br />training services to be provided to Customer. <br />“Purchase Order” means a purchase order issued by the Customer to the <br />Supplier for the Service. <br />“Service” means Supplier’s online software applications <br />purchased by Customer and maintained through <br />Support Services by Supplier including associated <br />offline components and ancillary online or offline <br />services to which Customer is granted access under <br />this Agreement. <br />“Service <br />Level <br />Commitme <br />nts” <br />the service level commitments in respect of the Service <br />to the Customer as more particularly set out in <br />Schedule 1. <br />“Term” means the term of this Agreement as specified in <br />clause 3. <br />“User” means one (or if more than one “Users”) of Customer’s <br />employees, representatives, consultants, contractors <br />or agents and other persons expressly permitted by <br />Customer in connection with Customer’s business <br />affairs who are authorized to use the Service and have <br />been supplied User identifications and passwords by <br />Customer.