Common use of Embedded Materials Clause in Contracts

Embedded Materials. To the extent that Supplier Owned Materials are embedded in any Developed Materials owned by New Century pursuant to Sections 14.2(a) and (b), Supplier shall not be deemed to have assigned its intellectual property rights in such Supplier Owned Materials to New Century, but Supplier hereby grants to New Century a worldwide, perpetual, irrevocable, non-exclusive, fully paid-up license, with the right to grant sublicenses, to use, execute, reproduce, display, perform, modify, enhance, distribute internally and create Derivative Works of such Supplier Owned Materials (including all modifications, replacements, Upgrades, enhancements, methodologies, tools, documentation, materials and media related thereto) solely for the benefit and use of New Century, the Eligible Recipients and their respective Affiliates for their Internal Business Purposes, so long as such Supplier Owned Materials remain embedded in such Developed Materials and are not separately exploited. With respect to New Century’s access and use of any Supplier Owned Materials, New Century will comply with any applicable use restrictions that are identified in writing to, and acknowledged by, New Century. New Century will establish an access control procedure to limit New Century’s access and use accordingly. Following the expiration or termination of the Term and the termination of the Service(s) for which such Materials were used, Supplier shall, at New Century’s request, provide Upgrades, maintenance, support and other services for such embedded Supplier Owned Materials if and to the extent provided for in Section 14.6(b).

Embedded Materials. To the extent that Supplier Owned Materials are embedded in any Developed Materials owned by New Century Hercules pursuant to Sections Section 14.2(a) and (b), Supplier shall not be deemed to have assigned its intellectual property rights in such Supplier Owned Materials to New CenturyHercules, but Supplier hereby grants to New Century Hercules and the Eligible Recipients a worldwide, perpetual, irrevocable, non-exclusive, fully paid-up license, with the right to grant sublicenses, to use, execute, reproduce, display, perform, modify, enhance, distribute internally and create Derivative Works of such Supplier Owned Materials (including all modifications, replacements, Upgrades, enhancements, methodologies, tools, documentation, materials and media related thereto) solely for the benefit and use of New CenturyHercules, the Eligible Recipients and their respective Affiliates for their Internal Business Purposes, so long as such Supplier Owned Materials remain embedded in such Developed Materials and are not separately commercially exploited. With respect to New Century’s access and use of any Supplier Owned Materials, New Century will comply with any applicable use restrictions that are identified in writing to, and acknowledged by, New Century. New Century will establish an access control procedure to limit New Century’s access and use accordingly. Following the expiration or termination of the Term and the termination of the Service(s) for which such Materials were used, Supplier shall, at New Century’s Hercules' request, provide Upgrades, maintenance, support and other such services for such embedded Supplier Owned Materials if on Supplier’s then-current standard terms and to the extent provided for conditions in accordance with Section 14.6(b). If there are no then-current standard terms and conditions applicable to such embedded Supplier Owned Materials, Supplier shall provide Upgrades, maintenance, support and other such services on reasonable terms and conditions agreeable to both Parties failing which Supplier shall provide Hercules the source code and object code for such Supplier Owned Materials, in accordance with Section 14.6(b), if needed for the effective use, maintenance and/or support of such Developed Materials by Hercules.