OF GOODS AND PRODUCTS
THAT HISTORICALLY HAVE BEEN ASSOCIATED WITH THE MARKS.
WES SHALL ENSURE THAT
ALL SUB-LICENSEES OF THE
4
MARKS BY WRITTEN AGREEMENT ALSO ARE BOUND TO THE FORGOING STANDARD.
THE USE OF
SUCH MARKS BY WES AND ITS AFFILIATES SHALL INURE SOLELY TO THE BENEFIT OF THE
PARTNERSHIP AND NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO GRANT ANY
OWNERSHIP INTEREST IN OR TO SUCH MARKS.
3.3
THIRD PARTY CONSENTS. NOTWITHSTANDING THE
FOREGOING PROVISIONS OF THIS SECTION 3, IN THE EVENT THAT THE CONSENT OF ANY
THIRD-PARTY VENDOR IS REQUIRED IN CONNECTION WITH THE GRANTS OF THE LICENSES
DESCRIBED IN SECTIONS 3.1 AND 3.2 ABOVE, THE PARTNERSHIP SHALL BE RELIEVED OF
ITS OBLIGATIONS THEREUNDER UNLESS AND UNTIL ANY SUCH CONSENT IS OBTAINED BY WES
IN A FORM REASONABLY ACCEPTABLE TO THE PARTNERSHIP.
3.4
RESTRICTIONS. THE PARTNERSHIP RESERVES ALL
RIGHTS AND LICENSES TO THE ATLAS SOFTWARE NOT EXPRESSLY GRANTED TO WES UNDER
THIS AGREEMENT.
3.5
OWNERSHIP. WES AND THE PARTNERSHIP EACH
AGREE THAT ANY NEW DERIVATIVE WORKS RELATED TO THE ATLAS SOFTWARE WILL BE OWNED
BY THE PARTY DEVELOPING SUCH DERIVATIVE WORKS.
4.
MAINTENANCE AND SUPPORT SERVICES
4.1
MAINTENANCE AND SUPPORT SERVICES.
SUBJECT
TO THE LIMITATIONS IN SECTION 4.5 AND TO THE SUCH OTHER LIMITATIONS AS ARE
STATED HEREIN, THE PARTNERSHIP WILL (OR WILL CAUSE THE APPROPRIATE PARTNERSHIP
ENTITY OR ENTITIES TO) MAINTAIN AND SUPPORT THE ATLAS SOFTWARE, AT THE
PARTNERSHIP'S (OR ANY PARTNERSHIP ENTITY'S, AS THE CASE MAY BE) SOLE EXPENSE, SO
AS TO PROVIDE WES (AND ANY AFFILIATE OF WES) AND WBE (AND ANY AFFILIATE OF WBE)
WITH THE SAME QUANTITY OF PROCESSING, MAINTENANCE AND SUPPORT SERVICES AS EACH
SUCH ENTITY, RESPECTIVELY, IS RECEIVING AS OF THE DATE OF CLOSING AND WITH THE
SAME QUALITY OF MAINTENANCE AND SUPPORT SERVICES AS THE CURRENT LICENSEES (AND
SUB-LICENSEES) OF THE ATLAS SOFTWARE ARE RECEIVING AS OF THE DATE OF CLOSING
(THE "SERVICES"). THE AFOREMENTIONED QUALITY, WHICH THE PARTIES AGREE TO BE
SYNONYMOUS WITH PERFORMING THE SERVICES IN A GOOD AND WORKMANLIKE FASHION, IS
THE SOLE AND EXCLUSIVE STANDARD OF CARE THAT WILL BE APPLIED TO MEASURE THE
PARTNERSHIP'S (OR THE APPROPRIATE PARTNERSHIP ENTITY'S OR ENTITIES') PERFORMANCE
OF THE SERVICES.
THE PARTNERSHIP (OR ANY PARTNERSHIP ENTITY, AS THE CASE MAY
BE) SHALL, TO THE EXTENT THAT THE PARTNERSHIP (OR ANY PARTNERSHIP ENTITY, AS THE
CASE MAY BE) PRODUCES ANY UPGRADES, ENHANCEMENTS, UPDATES OR NEW VERSIONS OF THE
ATLAS SOFTWARE, IN A COMMERCIALLY REASONABLE MANNER AND TIME (I) PROVIDE SUCH TO
WES (AND ANY LICENSEE OR SUB-LICENSEE) UNDER THE TERMS OF THIS AGREEMENT, AND
(II) MAKE AVAILABLE TO WES (AND ITS LICENSEES OR SUB-LICENSEES) ANY DERIVATIVE
WORKS WHICH IT CREATES THAT ARE MATERIALLY DIFFERENT FROM THE PRESENT VERSION OF
ATLAS SOFTWARE. SUCH UPGRADES, ENHANCEMENTS, UPDATES OR NEW VERSIONS OF THE
ATLAS SOFTWARE SHALL BE GOVERNED BY THE SAME
5
LICENSE AND LICENSE RESTRICTIONS AS GOVERNS THE ATLAS SOFTWARE IN THIS
AGREEMENT.
FOR ANY BREACH BY THE PARTNERSHIP (OR THE APPROPRIATE PARTNERSHIP
ENTITY OR ENTITIES) OF THE FORGOING OBLIGATIONS, WES