1E9Ct5D

esult of the sale or other transfer of ownership of a majority of the equity interest or allor substantially all of the assets of (a) such business or (b) Customer by its parent.]"Documentation" means all generally available documentation relating to theServices, including all user manuals, operating manuals and other instructions,specifications, documents and materials, in any form or media, that describe anycomponent, feature, requirement or other aspect of the Services, including anyfunctionality, testing, operation or use thereof."Effective Date" has the meaning set forth in the preamble."Escrow Agent" has the meaning set forth in Section 19.1."Escrow Agreement" has the meaning set forth in Section 19.1."Exceptions" has the meaning set forth in Section 5.2."Fees" has the meaning set forth in Section 8.1."Force Majeure Event" has the meaning set forth in Section 18.1."Harmful Code" means any software, hardware or other technologies, devices ormeans, the purpose or effect of which is to: (a) permit unauthorized access to, or todestroy, disrupt, disable, distort, or otherwise harm or impede in any manner, any (i)computer, software, firmware, hardware, system or network, or (ii) any application orfunction of any of the foregoing or the integrity, use or operation of any data Processedthereby; or (b) prevent Customer or any Authorized User from accessing or using theServices or Provider Systems as intended by this Agreement, and includes any virus, bug,trojan horse, worm, backdoor or other malicious computer code and any time bomb ordrop dead device."High Service Error" has the meaning set forth in Section 6.4(a)."Hosted Services" has the meaning set forth in Section 2.1(a)."Indemnifying Party" has the meaning set forth in Section 14.1.["Indemnitee" has the meaning set forth in Section 14.1.]"Initial Term" has the meaning set forth in Section 7.1."Intellectual Property Rights" means any and all rights comprising or relating to:(a) patents, patent disclosures and inventions (whether patentable or not); (b) trademarks,service marks, trade dress, trade names, logos, corporate names and domain names,together with all of the goodwill associated therewith; (c) authorship rights, copyrightsand copyrightable works (including computer programs) and rights in data and databases;3