Common use of Customer Software Clause in Contracts

Customer Software. (a) LUCENT hereby grants to GCAST personal, nontransferable (except as expressly provided herein) and nonexclusive rights: (i) To develop CUSTOMER SOFTWARE, make copies of CUSTOMER SOFTWARE which is a LICENSED PRODUCT and specified in Appendix B and no other software, and to furnish (directly or indirectly through subdistributors that agree to provisions no less protective of LUCENT than those set forth herein) such copies on or through any media and by any means now or hereafter known (including but not limited to by transmission) on a stand alone basis or bundled with other hardware or software to customers anywhere in the world (subject to GCAST satisfying applicable U. S. Government and foreign government export requirements) for use of such CUSTOMER SOFTWARE for its intended purposes, provided that GCAST obtains agreement from such a customer, which agreement may be a shrink wrap agreement or an agreement that a user must acknowledge before downloading software, before or at the time of furnishing each copy of CUSTOMER SOFTWARE, that (1) only a personal, nontransferable and nonexclusive right to use such copy of CUSTOMER SOFTWARE is granted to such customer; (2) no ownership interest in CUSTOMER SOFTWARE is transferred to such customer; (3) such customer will not copy CUSTOMER SOFTWARE except as necessary to use such CUSTOMER SOFTWARE and or backup and archive purposes in connection with such use; (4) if a customer's right-to-use is terminated for any reason, such customer will either destroy or return all copies of CUSTOMER SOFTWARE in its possession; (5) such customer will not transfer CUSTOMER SOFTWARE to any other Party except as authorized by GCAST; (6) such customer will not export or re-export customer software without the appropriate United States and/or foreign government licenses; (7) such customer will not reverse compile or disassemble CUSTOMER SOFTWARE except that in Member States of European Economic Community such acts shall be permitted solely to the extent permitted by Article 6 of the Council Directive of 14, May 1991 on the legal protection of computer programs; and (8) LUCENT does not warrant CUSTOMER SOFTWARE, does not assume any liability regarding CUSTOMER SOFTWARE and does not undertake to furnish any support or information regarding CUSTOMER SOFTWARE; and (ii) to use CUSTOMER SOFTWARE without fee solely for testing systems that are to be delivered to customers and for demonstrating CUSTOMER SOFTWARE to prospective customers and for maintenance and support purposes for end users of CUSTOMER SOFTWARE. GCAST shall have the sole discretion to add software to or delete software from Appendix B. GCAST agrees that any software that is so listed in Appendix B will be designated a LICENSED PRODUCT. In consideration for LUCENT's forbearance from seeking injunctive relief under LUCENT's intellectual property rights for any software listed in Appendix B, and for other good and valuable consideration, GCAST agrees to pay a royalty in accordance with Article III for so long as the software is designated a LICENSED PRODUCT. (b) GCAST shall use the same level of effort that it uses to enforce customer agreements with respect to its own software to enforce the agreements with customers specified in this Section 2.04. (c) GCAST shall preserve LUCENT's copyright interests by including in CUSTOMER SOFTWARE AND ADAPTATIONS, and by preserving in LICENSED SOFTWARE, any appropriate copyright notice or, if GCAST makes copyrightable changes in developing CUSTOMER SOFTWARE, GCAST's copyright notice.