Common use of Interface Information Clause in Contracts

Interface Information. From time to time at the request of TWC, Seller shall promptly disclose to TWC (subject to Seller’s confidentiality obligations to third parties and TWC’s confidentiality obligations under this Agreement) all Equipment external interface specifications, APIs, protocols and other tangible interface information not defined or otherwise provided by TWC that TWC or a third party manufacturer would reasonably require to have TWC’s head-end and other System equipment conform to such interfaces for the sole purpose of being interoperable with the Equipment (“Interface Information”). All Interface Information shall sufficiently describe the details of the external interfaces not defined or otherwise provided by TWC to the Equipment in order to allow TWC and its third party manufacturer to understand such interfaces for the sole purpose of being interoperable with the Equipment. Seller hereby grants to the Purchasers a world-wide, non-exclusive, perpetual, irrevocable (except for a material breach of this Agreement), non-transferable (except as permitted under Section 27.5), royalty-free, fully paid-up license, under any of Seller’s IP Rights embodied in the Interface Information, if any, that are necessary to access, copy, disclose, modify and create derivative works directly from such Interface Information for the sole purpose of maintaining interoperability of TWC’s head-end and other System equipment with the Equipment in order to use the Equipment. During the Term, upon TWC’s request, Seller shall provide technical support and consultation to assist TWC in understanding and applying the Interface Information. Such technical support and consultation shall be provided at Seller’s then-current, standard consulting rates. Except for the express licenses granted in this Agreement, there are no other rights or licenses to any IP Rights conveyed under this Agreement by reason of implication, estoppel or otherwise.