Common use of Customer Software Clause in Contracts

Customer Software. As of the Effective Date, to assist in providing Services for the Term and any Termination/Expiration Assistance period, Customer hereby grants to Service Provider, during the Term and any Termination/Expiration Assistance period, a non-exclusive, non-transferable, royalty-free, fully paid-up, worldwide license, under all of Customer’s Intellectual Property, to use, disclose, execute, copy, reproduce, modify, display, perform, link, combine with other Software or hardware and prepare or have prepared Derivative Works (with respect to which Service Provider shall have the same such rights) of, the Services Software owned by Customer, which is identified on Schedule C as Customer Software (“Customer Software”), and any Updates and Enhancements thereto; in each case, to the extent necessary for Service Provider to provide the Services or the Termination/Expiration Assistance, as applicable, in accordance with the Agreement, . The license granted to Service Provider under this Section 6.1(b) includes rights to the Object Code as well as the Source Code of the Customer Software, as necessary. The license granted to Service Provider under this Section 6.1(b) includes the right to grant sublicenses of similar or lesser scope to any and all Service Provider agents, provided that such sublicense shall be pursuant to a written agreement, which imposes on the sublicensee the same confidentiality and other obligations imposed on Service Provider hereunder, and which shall terminate on the date of termination of the license granted to Service Provider. Service Provider shall not use, distribute, sell, assign, transfer, copy, sublicense or otherwise make available to any Person, the Customer Software except as expressly permitted in this Agreement. Any decompiling, disassembly, reverse-engineering or modification of the Customer Software (except as mutually agreed upon by the parties) is strictly prohibited. As between the parties, Customer Software is and shall remain the exclusive property of Customer. Service Provider shall not be permitted to use Customer Software for the benefit of any Person other than Customer without the prior written consent of Customer, which may be withheld at Customer’s sole discretion. Service Provider shall not remove, alter or otherwise render illegible any copyright or similar proprietary notices placed on any full or partial copy, modified or unmodified, of the Customer Software. Except as otherwise requested or approved by Customer, Service Provider shall cease all use of Customer Software upon expiration or termination of this Agreement (or after any applicable Termination/Expiration Assistance period).

Customer Software. As of the Effective Date, to assist in providing Services for the Term and any Termination/Expiration Assistance period, Customer hereby grants to Service Provider, during the Term and any Termination/Expiration Assistance period, a non-exclusive, non-non- transferable, royalty-free, fully paid-up, worldwide license, under all of Customer’s Intellectual Property, to use, disclose, execute, copy, reproduce, modify, display, perform, link, combine with other Software or hardware and prepare or have prepared Derivative Works (with respect to which Service Provider shall have the same such rights) of, the Services Software owned by Customer, which is identified on Schedule C as Customer Software (“Customer Software”), and any Updates and Enhancements thereto; in each case, to the extent necessary for Service Provider to provide the Services or the Termination/Expiration Assistance, as applicable, in accordance with the Agreement, . The license granted to Service Provider under this Section 6.1(b) includes rights to the Object Code as well as the Source Code of the Customer Software, as necessary. The license granted to Service Provider under this Section 6.1(b) includes the right to grant sublicenses of similar or lesser scope to any and all Service Provider agents, provided that such sublicense shall be pursuant to a written agreement, which imposes on the sublicensee the same confidentiality and other obligations imposed on Service Provider hereunder, and which shall terminate on the date of termination of the license granted to Service Provider. Service Provider shall not use, distribute, sell, assign, transfer, copy, sublicense or otherwise make available to any Person, the Customer Software except as expressly permitted in this Agreement. Any decompiling, disassembly, reverse-engineering or modification of the Customer Software (except as mutually agreed upon by the parties) is strictly prohibited. As between the parties, Customer Software is and shall remain the exclusive property of Customer. Service Provider shall not be permitted to use Customer Software for the benefit of any Person other than Customer without the prior written consent of Customer, which may be withheld at Customer’s sole discretion. Service Provider shall not remove, alter or otherwise render illegible any copyright or similar proprietary notices placed on any full or partial copy, modified or unmodified, of the Customer Software. Except as otherwise requested or approved by Customer, Service Provider shall cease all use of Customer Software upon expiration or termination of this Agreement (or after any applicable Termination/Expiration Assistance period).