EMC Software Rights Clause Samples

EMC Software Rights. The Purchaser hereby grants to EMC a worldwide, perpetual, irrevocable, fully­paid, royalty­free, non­exclusive license, with the right to sublicense through multiple tiers in connection with Sellers’ or their Affiliates’ products, to use (including reproduce, create derivative works of, distribute, display, and perform) libraries and other similar size or type portions (“Libraries”) of the Transferred Products, but solely to the extent that such Libraries were used by EMC or its Affiliates’ products or services prior to the Initial Closing Date, and provided that such Libraries were not incorporated with the intent of replicating the overall functionality of the Transferred Products; provided that, with respect to any Libraries that enable integration with the Transferred Products such as an SDK or non­official SDK (“SDKs”), notwithstanding the above, the foregoing license shall be limited to a period of twelve (12) months after the Initial Closing Date and the above sublicense right shall be only for so long as such license is in place. For the avoidance of doubt, nothing in this Section 10.11 shall be construed as a right to use or distribute any substantial portion of a Transferred Product and (ii) the parties will, upon EMC’s request, negotiate a Contract in good faith under which EMC will receive a license to use such SDKs following such twelve (12) month period.