Common use of Licensed Engine Clause in Contracts

Licensed Engine. Subject to the terms and conditions of this Agreement, effective upon Final Acceptance, Wink grants to Manufacturer a, non-exclusive, non-transferable (except as provided in Section 13.3), right and license, under Wink's Intellectual Property Rights in the Licensed Engine, to (a) use, reproduce and have reproduced the Licensed Engine, solely for the purpose of incorporating the Licensed Engine into a Manufacturer Device and as necessary in the course of distribution and support of the Wink-enabled DIRECTV System Receiver as permitted hereunder; (b) distribute copies of the Licensed Engine solely for incorporation into a Wink-enabled DIRECTV System Receiver which was previously acquired (directly or indirectly) from Manufacturer for use only with such previously acquired unit, and not otherwise on a stand-alone basis; and (c) distribute the Wink-enabled DIRECTV System Receiver in the United States of America. Manufacturer's right to distribute copies of the Licensed Engine pursuant to Section 3.1 (b), above, is subject to the condition that Manufacturer and its Subdistributors shall observe procedures reasonably acceptable to Wink for monitoring such stand alone distribution of the Licensed Engine, including encryption where distributed electronically or broadcast. All such procedures, including related record retention and audit procedures, shall be mutually agreed in writing by Manufacturer and Wink prior to any such distribution.