Common use of Embedded and Dependent Materials Clause in Contracts

Embedded and Dependent Materials. To the extent that Service Provider Owned Materials or Third Party Materials are embedded in any Developed Materials owned by DIR pursuant to Section 14.2(a) or any Third Party Materials that DIR or any Customer licenses, then subject to Section 14.2(d) and any applicable third-party terms and conditions, Service Provider shall not be deemed to have assigned its or any third party's intellectual property rights in such Materials to DIR, but Service Provider hereby grants to DIR, the Customers and their disclosed designee(s) a world-wide, non-exclusive, perpetual, irrevocable, royalty-free right and license to Use, with the right to allow other DCS Service Providers, DIR Contractors, and other third parties the right to Use for the benefit of or Use by DIR, the Customers and Entities that qualify as Customers, such Materials (including all modifications, replacements, Upgrades, enhancements, improvements, methodologies, tools, documentation, materials and media related thereto that are requested by DIR and will not otherwise affect the operation of the Materials); provided, however, such license shall not extend to DIR's, any Customer's, or their disclosed designee’s commercial exploitation of such Service Provider Owned Materials or Third Party Materials on a stand-alone basis. To the extent that any Service Provider Owned Materials or Third party Materials are necessary for the Use of any Developed Materials owned by DIR and are not commercially available, then subject to Section 14.2(d) and any applicable third party terms and conditions, Service Provider shall not be deemed to have assigned its or any third party’s intellectual property rights in such Materials to DIR, but Service Provider hereby grants to DIR, the DIR Customers and their disclosed designee(s) a world-wide, nonexclusive, perpetual, irrevocable, royalty-free right and license to Use, with the right to allow other DIR Service Providers, DIR Contracts, and other third parties the right to Use for the benefit of or Use by DIR, the DIR Customers and Entities that qualify as Customers, such Materials solely in connection with the Developed Materials. Following the expiration or any termination of this Agreement and the termination of the Service(s) for which such Service Provider Owned Materials were used, Service Provider shall, at DIR's request, provide Upgrades, maintenance, support, and other services for such Service Provider Owned Materials or Third Party Materials in accordance with Section 14.6(b) or 14.6(c), as applicable and in accordance with Service Provider’s maintenance and support program.

Embedded and Dependent Materials. To the extent that Service Provider Successful Respondent Owned Materials or Third Party Materials are either (1) embedded in or (2) dependent on or necessary for the Use of any Developed Materials owned by DIR pursuant to Section 14.2(a) 7.2.1 DIR O wnership or any Third Party Materials that DIR or any DIR Customer licenses, then subject to Section 14.2(d) and any applicable third-party terms and conditions7 .2.4 Third Party Materials, Service Provider Successful Respondent shall not be deemed to have assigned its or any third party's intellectual property rights in such Materials to DIR, but Service Provider Successful Respondent hereby grants to DIR, the DIR Customers and their disclosed designee(s) Entities that qualify as DIR Customers a world-wide, non-exclusive, perpetual, irrevocable, royalty-free right and license to Use, with the right to allow other DCS Service Component Providers, DIR Contractors, and other third parties the right to Use for the benefit of or Use by DIR, the Customers DIR Customers, and Entities that qualify as DIR Customers, such Materials (including all modifications, replacements, Upgrades, enhancements, improvements, methodologies, tools, documentation, materials materials, configurations, and media related thereto that are requested by DIR and will not otherwise affect the operation of the Materialsthereto); provided, however, such license shall not extend to DIR's, any DIR Customer's, or their disclosed designee’s any Entity that qualifies as a DIR Customer's commercial exploitation of such Service Provider Successful Respondent Owned Materials or Third Party Materials on a stand-alone basis. To the extent that any Service Provider Owned Materials or Third party Materials are necessary for the Use of any Developed Materials owned by DIR and are not commercially available, then subject to Section 14.2(d) and any applicable third party terms and conditions, Service Provider shall not be deemed to have assigned its or any third party’s intellectual property rights in such Materials to DIR, but Service Provider hereby grants to DIR, the DIR Customers and their disclosed designee(s) a world-wide, nonexclusive, perpetual, irrevocable, royalty-free right and license to Use, with the right to allow other DIR Service Providers, DIR Contracts, and other third parties the right to Use for the benefit of or Use by DIR, the DIR Customers and Entities that qualify as Customers, such Materials solely in connection with the Developed Materials. Following the expiration or any termination of this Agreement and the termination of the Service(s) for which such Service Provider Successful Respondent Owned Materials were used, Service Provider Successful Respondent shall, at DIR's request, provide Upgrades, maintenance, support, support and other services for such Service Provider Successful Respondent Owned Materials or Third Party Materials in accordance with Section 14.6(b) 7.6.2 S uccessful Respondent Owned Materials or 14.6(c)Section 7 .6.3 Third Party Materials, as applicable and in accordance with Service Provider’s maintenance and support programapplicable.

Embedded and Dependent Materials. To the extent that Service Provider Successful Respondent Owned Materials or Third Party Materials are either (1) embedded in or (2) dependent on or necessary for the Use of any Developed Materials owned by DIR pursuant to Section 14.2(a) 7.2.1 DIR Ownership or any Third Party Materials that DIR or any DCS Customer licenses, then subject to Section 14.2(d) and any applicable third-party terms and conditions7.2.4 Third Party Materials, Service Provider Successful Respondent shall not be deemed to have assigned its or any third party's intellectual property rights in such Materials to DIR, but Service Provider Successful Respondent hereby grants to DIR, the DCS Customers and their disclosed designee(s) Entities that qualify as DCS Customers a world-wide, non-exclusive, perpetual, irrevocable, royalty-free right and license to Use, with the right to allow other DCS Service Component Providers, DIR Contractors, and other third parties the right to Use for the benefit of or Use by DIR, the Customers DCS Customers, and Entities that qualify as DCS Customers, such Materials (including all modifications, replacements, Upgrades, enhancements, improvements, methodologies, tools, documentation, materials materials, configurations, and media related thereto that are requested by DIR and will not otherwise affect the operation of the Materialsthereto); provided, however, such license shall not extend to DIR's, any DCS Customer's, or their disclosed designee’s any Entity that qualifies as a DCS Customer's commercial exploitation of such Service Provider Successful Respondent Owned Materials or Third Party Materials on a stand-alone basis. To the extent that any Service Provider Owned Materials or Third party Materials are necessary for the Use of any Developed Materials owned by DIR and are not commercially available, then subject to Section 14.2(d) and any applicable third party terms and conditions, Service Provider shall not be deemed to have assigned its or any third party’s intellectual property rights in such Materials to DIR, but Service Provider hereby grants to DIR, the DIR Customers and their disclosed designee(s) a world-wide, nonexclusive, perpetual, irrevocable, royalty-free right and license to Use, with the right to allow other DIR Service Providers, DIR Contracts, and other third parties the right to Use for the benefit of or Use by DIR, the DIR Customers and Entities that qualify as Customers, such Materials solely in connection with the Developed Materials. Following the expiration or any termination of this Agreement and the termination of the Service(s) for which such Service Provider Successful Respondent Owned Materials were used, Service Provider Successful Respondent shall, at DIR's request, provide Upgrades, maintenance, support, support and other services for such Service Provider Successful Respondent Owned Materials or Third Party Materials in accordance with Section 14.6(b) 7.6.2 Successful Respondent Owned Materials or 14.6(c)Section 7.6.3 Third Party Materials, as applicable and in accordance with Service Provider’s maintenance and support programapplicable.

Embedded and Dependent Materials. To the extent that Service Provider Successful Respondent Owned Materials or Third Party Materials are either (1) embedded in or (2) dependent on or necessary for the Use of any Developed Materials owned by DIR pursuant to Section 14.2(a) 7.2.1 DIR Ownership or any Third Party Materials that DIR or any DIR Customer licenses, then subject to Section 14.2(d) and any applicable third-party terms and conditions7.2.4 Third Party Materials, Service Provider Successful Respondent shall not be deemed to have assigned its or any third party's intellectual property rights in such Materials to DIR, but Service Provider Successful Respondent hereby grants to DIR, the DIR Customers and their disclosed designee(s) Entities that qualify as DIR Customers a world-wide, non-exclusive, perpetual, irrevocable, royalty-free right and license to Use, with the right to allow other DCS Service Component Providers, DIR Contractors, and other third parties the right to Use for the benefit of or Use by DIR, the Customers DIR Customers, and Entities that qualify as DIR Customers, such Materials (including all modifications, replacements, Upgrades, enhancements, improvements, methodologies, tools, documentation, materials materials, configurations, and media related thereto that are requested by DIR and will not otherwise affect the operation of the Materialsthereto); provided, however, such license shall not extend to DIR's, any DIR Customer's, or their disclosed designee’s any Entity that qualifies as a DIR Customer's commercial exploitation of such Service Provider Successful Respondent Owned Materials or Third Party Materials on a stand-alone basis. To the extent that any Service Provider Owned Materials or Third party Materials are necessary for the Use of any Developed Materials owned by DIR and are not commercially available, then subject to Section 14.2(d) and any applicable third party terms and conditions, Service Provider shall not be deemed to have assigned its or any third party’s intellectual property rights in such Materials to DIR, but Service Provider hereby grants to DIR, the DIR Customers and their disclosed designee(s) a world-wide, nonexclusive, perpetual, irrevocable, royalty-free right and license to Use, with the right to allow other DIR Service Providers, DIR Contracts, and other third parties the right to Use for the benefit of or Use by DIR, the DIR Customers and Entities that qualify as Customers, such Materials solely in connection with the Developed Materials. Following the expiration or any termination of this Agreement and the termination of the Service(s) for which such Service Provider Successful Respondent Owned Materials were used, Service Provider Successful Respondent shall, at DIR's request, provide Upgrades, maintenance, support, support and other services for such Service Provider Successful Respondent Owned Materials or Third Party Materials in accordance with Section 14.6(b) or 14.6(c), as applicable and in accordance with Service Provider’s maintenance and support program.7.6.2

Embedded and Dependent Materials. To the extent that Service Provider Owned Materials or Third Party Materials are either (i) embedded in or (ii) dependent on or necessary for the Use of any Developed Materials owned by DIR pursuant to Section 14.2(a) or any Third Party Materials that DIR or any DIR Customer licenses, then subject to Section S ection 14.2(d) and any applicable third-party terms and conditions, Service Provider shall not be deemed to have assigned its or any third party's intellectual property rights in such Materials to DIR, but Service Provider hereby grants to DIR, the DIR Customers and their disclosed designee(s) Entities that qualify as DIR Customers a world-wide, non-exclusive, perpetual, irrevocable, royalty-free right and license to Use, with the right to allow other DCS Service Providers, DIR Contractors, and other third parties the right to Use for the benefit of or Use by DIR, the Customers and Entities that qualify as Customers, such Materials (including all modifications, replacements, Upgrades, enhancements, improvements, methodologies, tools, documentation, materials and media related thereto that are requested by DIR and will not otherwise affect the operation of the Materials); provided, however, such license shall not extend to DIR's, any Customer's, or their disclosed designee’s commercial exploitation of such Service Provider Owned Materials or Third Party Materials on a stand-alone basis. To the extent that any Service Provider Owned Materials or Third party Materials are necessary for the Use of any Developed Materials owned by DIR and are not commercially available, then subject to Section 14.2(d) and any applicable third party terms and conditions, Service Provider shall not be deemed to have assigned its or any third party’s intellectual property rights in such Materials to DIR, but Service Provider hereby grants to DIR, the DIR Customers and their disclosed designee(s) a world-wide, nonexclusive, perpetual, irrevocable, royalty-free right and license to Use, with the right to allow other DIR Service Providers, DIR Contracts, Contractors and other third parties the right to Use for the benefit of or Use by DIR, the DIR Customers and Entities that qualify as DIR Customers, such Materials; provided, however, such license shall not extend to DIR's, any DIR Customer's or any Entity that qualifies as a DIR Customer's commercial exploitation of such Service Provider Owned Materials solely in connection with the Developed Materialsor Third Party Materials on a stand-alone basis. Following the expiration or any termination of this Agreement and the termination of the Service(s) for which such Service Provider Owned Materials were used, Service Provider shall, at DIR's request, provide Upgrades, maintenance, support, support and other services for such Service Provider Owned Materials or Third Party Materials in accordance with Section S ection 14.6(b) or 14.6(c1 4.6(c), as applicable applicable. Prior to providing any Services, solutions, or Materials to DIR or a DIR Customer, Service Provider shall notify DIR or DIR Customer of any proposed use of Service Provider Owned Materials or Service Provider Third Party Materials. Such notification shall include the costs related to DIR or the DIR Customer after the term of the Agreement for continuing its license of these Materials and in accordance any other maintenance or support of that license. Service Provider shall provide DIR or DIR Customer with alternative solution proposals, Services, or Materials that do not require the use of Service ProviderProvider Owned Materials or Service Provider Third Party Materials. Service Provider must receive DIR or DIR Customer consent prior to proceeding with the use of any of Service Provider Owned Materials or Service Provider Third Party Materials. If Service Provider fails to obtain or request such consent, Service Provider waives all rights to future fees, costs, royalties, or any other payments associated with DIR or DIR Customer’s maintenance use of the Materials or Services and support programtheir related licenses.