Common use of Future Products Clause in Contracts

Future Products. (a) Following the Closing Date, any Work Products developed in connection with Development Projects paid for by Prodigy or Operating Partnership ("Category I Work Product") shall be owned by and are the exclusive property of Prodigy or Operating Partnership, except that if SBC contracts to perform a Development Project on behalf of Prodigy or Operating Partnership, SBC shall reserve the perpetual right to use the methods, techniques, algorithms, knowledge, underlying design and architectural elements and reusable subroutines contained or used in Category I Work Products developed in connection with such Development Projects that are of general applicability, but not any actual code included therein. (b) For the term of this Agreement, each of Prodigy and Operating Partnership shall grant SBC on the Closing Date an irrevocable, fully-paid (except as expressly provided herein), worldwide, non-exclusive, transferable license to use, reproduce (in any medium), adapt, distribute, perform, display, modify and create derivative works of any such Category I Work Product, which license shall include the right to grant sublicenses, such license to be effective after final acceptance of such Category I Work Product by Prodigy or Operating Partnership in accordance with the terms of this Agreement and any agreement relating to a particular project; provided, that in connection with the grant of sublicenses, SBC shall pay Prodigy or Operating Partnership, as the case may be, on a quarterly basis not later than 30 days after the end of the quarter in which such royalties accrue, a royalty equal to a percentage of its revenues, net of direct costs, relating to the sublicensee's use of such Category I Work Product, such percentage to be mutually agreed by Prodigy or Operating Partnership, as the case may be, and SBC; provided, further, that if Prodigy or Operating Partnership, as the case may be, and SBC are unable to agree on such percentage, such percentage shall be determined in accordance with the Escalation Process; provided, however, that SBC shall not grant such sublicenses to a competitive Retail ISP Service provider. (c) To the extent SBC and Prodigy or Operating Partnership agree that SBC shall undertake a Development Project at SBC's expense (a "Category II Work Product") then all Work Products developed by SBC in connection with such Development Project shall be owned by and will be the exclusive property of SBC. In addition, to the extent SBC develops any product or service at its own expense that would be useful for the Prodigy Service, SBC shall make such product or service available to Prodigy and Operating Partnership, on commercially reasonable terms not later than the time it makes such product or service available for resale by any Third Party. (d) For the term of this Agreement, on the Closing Date SBC shall grant to Prodigy and Operating Partnership an irrevocable, fully-paid (except as expressly provided herein), worldwide, non-exclusive, transferable license to use, reproduce (in any medium), adopt, distribute, perform, display, modify and create derivative works of such Category II Work Products and distribute such Category II Work Products to Prodigy Subscribers, which license shall include the right to grant sublicenses to facilitate the business of Prodigy and Operating Partnership; provided, that in connection with the grant of sublicenses, Prodigy or Operating Partnership, as the case may be, shall pay SBC, on a quarterly basis not later than 30 days after the end of the quarter in which such royalties accrue, a royalty equal to a percentage of its revenues, net of direct costs, relating to the sublicensee's use of such Category II Work Product, such percentage to be mutually agreed by Prodigy or Operating Partnership, as the case may be, and SBC; provided, further, that if Prodigy or Operating Partnership, as the case may be, and SBC are unable to agree on such percentage, such percentage shall be determined in accordance with the Escalation Process; provided, however, that neither Prodigy nor Operating Partnership shall grant such sublicenses to any provider of Telecommunications Services or Value Added Data Services, or its Affiliates.

Future Products. (a) Following the Closing Date, any Work Products developed in connection with Development Projects paid for by Prodigy or Operating Partnership ("Category I Work Product") shall be owned by and are the exclusive property of Prodigy or Operating Partnership, except that if SBC contracts to perform a Development Project on behalf of Prodigy or Operating Partnership, SBC shall reserve the perpetual right to use the methods, techniques, algorithms, knowledge, underlying design and architectural elements and reusable subroutines contained or used in Category I Work Products developed in connection with such Development Projects that are of general applicability, but not any actual code included therein. (b) For the term of this Agreement, each of Prodigy and Operating Partnership shall grant SBC on the Closing Date an irrevocable, fully-paid (except as expressly provided herein), worldwide, non-exclusive, transferable license to use, reproduce (in any medium), adapt, distribute, perform, display, modify and create derivative works of any such Category I Work Product, which license shall include the right to grant sublicenses, such license to be effective after final acceptance of such Category I Work Product by Prodigy or Operating Partnership in accordance with the terms of this Agreement and any agreement relating to a particular project; provided, that in connection with the grant of sublicenses, SBC shall pay Prodigy or Operating Partnership, as the case may be, on a quarterly basis not later than 30 days after the end of the quarter in which such royalties accrue, a royalty equal to a percentage of its revenues, net of direct costs, relating to the sublicensee's use of such Category I Work Product, such percentage to be mutually agreed by Prodigy or Operating Partnership, as the case may be, and SBC; provided, further, that if Prodigy or Operating Partnership, as the case may be, and SBC are unable to agree on such percentage, such percentage shall be determined in accordance with the Escalation Process; provided, however, that SBC shall not grant such sublicenses to a competitive Retail ISP Service provider. (c) To the extent SBC and Prodigy or Operating Partnership agree that SBC shall undertake a Development Project at SBC's expense (a "Category II Work Product") then all Work Products developed by SBC in connection with such Development Project shall be owned by and will be the exclusive property of SBC. In addition, to the extent SBC develops any product or service at its own expense that would be useful for the Prodigy Service, SBC shall make such product or service available to Prodigy and Operating Partnership, on commercially reasonable terms not later than the time it makes such product or service available for resale by any Third Party. (d) For the term of this Agreement, on the Closing Date SBC shall grant to Prodigy and Operating Partnership an irrevocable, fully-paid (except as expressly provided herein), worldwide, non-exclusive, transferable license to use, reproduce (in any medium), adopt, distribute, perform, display, modify and create derivative works of such Category II Work Products and distribute such Category II Work Products to Prodigy Subscribersits subscribers, which license shall include the right to grant sublicenses to facilitate the business of Prodigy and Operating Partnership; provided, that in connection with the grant of sublicenses, Prodigy or Operating Partnership, as the case may be, shall pay SBC, on a quarterly basis not later than 30 days after the end of the quarter in which such royalties accrue, a royalty equal to a percentage of its revenues, net of direct costs, relating to the sublicensee's use of such Category II Work Product, such percentage to be mutually agreed by Prodigy or Operating Partnership, as the case may be, and SBC; provided, further, that if Prodigy or Operating Partnership, as the case may be, and SBC are unable to agree on such percentage, such percentage shall be determined in accordance with the Escalation Process; provided, however, that neither Prodigy nor Operating Partnership shall grant such sublicenses to any provider of Telecommunications Services or Value Added Data Services, or its Affiliates.

Future Products. (a) Following the Closing Date, any Work Products developed in connection with Development Projects paid for by Prodigy or Operating Partnership ("Category I Work Product") shall be owned by and are the exclusive property of Prodigy or Operating Partnership, except that if SBC contracts to perform a Development Project on behalf of Prodigy or Operating Partnership, SBC shall reserve the perpetual right to use the methods, techniques, algorithms, knowledge, underlying design and architectural elements and reusable subroutines contained or used in Category I Work Products developed in connection with such Development Projects that are of general applicability, but not any actual code included therein. (b) For the term of this Agreement, each of Prodigy and Operating Partnership shall grant SBC on the Closing Date an irrevocable, fully-fully- paid (except as expressly provided herein), worldwide, non-exclusive, transferable license to use, reproduce (in any medium), adapt, distribute, perform, display, modify and create derivative works of any such Category I Work Product, which license shall include the right to grant sublicenses, such license to be effective after final acceptance of such Category I Work Product by Prodigy or Operating Partnership in accordance with the terms of this Agreement and any agreement relating to a particular project; provided, that in connection with the grant of sublicenses, SBC shall pay Prodigy or Operating Partnership, as the case may be, on a quarterly basis not later than 30 days after the end of the quarter in which such royalties accrue, a royalty equal to a percentage of its revenues, net of direct costs, relating to the sublicensee's use of such Category I Work Product, such percentage to be mutually agreed by Prodigy or Operating Partnership, as the case may be, and SBC; provided, further, that if Prodigy or Operating Partnership, as the case may be, and SBC are unable to agree on such percentage, such percentage shall be determined in accordance with the Escalation Process; provided, however, that SBC shall not grant such sublicenses to a competitive Retail ISP Service providerService. (c) To the extent SBC and Prodigy or Operating Partnership agree that SBC shall undertake a Development Project at SBC's expense (a "Category II Work Product") then all Work Products developed by SBC in connection with such Development Project shall be owned by and will be the exclusive property of SBC. In addition, to the extent SBC develops any product or service at its own expense that would be useful for the Prodigy Service, SBC shall make such product or service available to Prodigy and Operating Partnership, on commercially reasonable terms not later than the time it makes such product or service available for resale by any Third Party. (d) For the term of this Agreement, on the Closing Date SBC shall grant to Prodigy and Operating Partnership an irrevocable, fully-paid (except as expressly provided herein), worldwide, non-exclusive, transferable license to use, reproduce (in any medium), adopt, distribute, perform, display, modify and create derivative works of such Category II Work Products and distribute such Category II Work Products to Prodigy Subscribers, which license shall include the right to grant sublicenses to facilitate the business of Prodigy and Operating Partnership; provided, that in connection with the grant of sublicenses, Prodigy or Operating Partnership, as the case may be, shall pay SBC, on a quarterly basis not later than 30 days after the end of the quarter in which such royalties accrue, a royalty equal to a percentage of its revenues, net of direct costs, relating to the sublicensee's use of such Category II Work Product, such percentage to be mutually agreed by Prodigy or Operating Partnership, as the case may be, and SBC; provided, further, that if Prodigy or Operating Partnership, as the case may be, and SBC are unable to agree on such percentage, such percentage shall be determined in accordance with the Escalation Process; provided, however, that neither Prodigy nor Operating Partnership shall grant such sublicenses to any provider of Telecommunications Services or Value Added Data Services, or its Affiliates.

Future Products. (a) Following the Closing Date, any Work Products developed in connection with Development Projects paid for by Prodigy or Operating Partnership ("Category I Work Product") shall be owned by and are the exclusive ----------------------- property of Prodigy or Operating Partnership, except that if SBC contracts to perform a Development Project on behalf of Prodigy or Operating Partnership, SBC shall reserve the perpetual right to use the methods, techniques, algorithms, knowledge, underlying design and architectural elements and reusable subroutines contained or used in Category I Work Products developed in connection with such Development Projects that are of general applicability, but not any actual code included therein. (b) For the term of this Agreement, each of Prodigy and Operating Partnership shall grant SBC on the Closing Date an irrevocable, fully-fully- paid (except as expressly provided herein), worldwide, non-exclusive, transferable license to use, reproduce (in any medium), adapt, distribute, perform, display, modify and create derivative works of any such Category I Work Product, which license shall include the right to grant sublicenses, such license to be effective after final acceptance of such Category I Work Product by Prodigy or Operating Partnership in accordance with the terms of this Agreement and any agreement relating to a particular project; provided, that in -------- connection with the grant of sublicenses, SBC shall pay Prodigy or Operating Partnership, as the case may be, on a quarterly basis not later than 30 days after the end of the quarter in which such royalties accrue, a royalty equal to a percentage of its revenues, net of direct costs, relating to the sublicensee's use of such Category I Work Product, such percentage to be mutually agreed by Prodigy or Operating Partnership, as the case may be, and SBC; provided, -------- further, that if Prodigy or Operating Partnership, as the case may be, and SBC ------- are unable to agree on such percentage, such percentage shall be determined in accordance with the Escalation Process; provided, however, that SBC shall not ------- ------- grant such sublicenses to a competitive Retail ISP Service providerService. (c) To the extent SBC and Prodigy or Operating Partnership agree that SBC shall undertake a Development Project at SBC's expense (a "Category II ----------- Work Product") then all Work Products developed by SBC in connection with such ------------ Development Project shall be owned by and will be the exclusive property of SBC. In addition, to the extent SBC develops any product or service at its own expense that would be useful for the Prodigy Service, SBC shall make such product or service available to Prodigy and Operating Partnership, on commercially reasonable terms not later than the time it makes such product or service available for resale by any Third Party. (d) For the term of this Agreement, on the Closing Date SBC shall grant to Prodigy and Operating Partnership an irrevocable, fully-paid (except as expressly provided herein), worldwide, non-exclusive, transferable license to use, reproduce (in any medium), adopt, distribute, perform, display, modify and create derivative works of such Category II Work Products and distribute such Category II Work Products to Prodigy Subscribers, which license shall include the right to grant sublicenses to facilitate the business of Prodigy and Operating Partnership; provided, that in connection with the grant of sublicenses, Prodigy -------- or Operating Partnership, as the case may be, shall pay SBC, on a quarterly basis not later than 30 days after the end of the quarter in which such royalties accrue, a royalty equal to a percentage of its revenues, net of direct costs, relating to the sublicensee's use of such Category II Work Product, such percentage to be mutually agreed by Prodigy or Operating Partnership, as the case may be, and SBC; provided, further, that if Prodigy or Operating -------- ------- Partnership, as the case may be, and SBC are unable to agree on such percentage, such percentage shall be determined in accordance with the Escalation Process; provided, however, that neither Prodigy nor Operating Partnership shall -------- ------- grant such sublicenses to any provider of Telecommunications Services or Value Added Data Services, or its Affiliates.