Common use of Client-supplied Materials Clause in Contracts

Client-supplied Materials. Client expressly agrees and acknowledges that in the course of performance, SimpliMeta may access, utilize and, upon Client request, copy, adapt, modify and prepare derivative works of, the Client-Supplied Materials (as defined herein) and the Deliverables may consist, in whole or in part, of derivative works of Client-Supplied Materials, and Client hereby grants to SimpliMeta and its agents and subcontractors an irrevocable license, for the term of this Agreement, to do any and all of the foregoing. Client hereby represents, warrants and covenants to SimpliMeta that (a) Client has secured or will secure from all owners or proprietors of any and all Client-Supplied Materials, prior to delivering or making available such Client-Supplied Materials to SimpliMeta, all rights in, and consents of third parties with respect to, such Client-Supplied Materials reasonably necessary for SimpliMeta and its agents, and subcontractors to lawfully perform the Services and create the Deliverables and to do all acts related thereto described in this Agreement or in any SOW (including exercising any licenses granted hereunder); and (b) Client will maintain all rights and consents set forth at subsection (a) throughout the term of this Agreement. For purposes of this Agreement, “