Provider Tools Clause Samples

The "Provider Tools" clause defines the rights and limitations regarding the tools, software, or materials that a service provider uses to deliver their services. Typically, this clause clarifies that any proprietary tools or pre-existing intellectual property brought by the provider remain their property, even if used during the engagement. For example, if a consultant uses their own project management software or templates, these are not transferred to the client. The core function of this clause is to protect the provider’s ownership of their tools and prevent unintended transfer of intellectual property, ensuring both parties understand what is and is not included in the deliverables.
Provider Tools. If any Provider Tools are incorporated into or used in conjunction with the Website, or any Provider Tools are used to manipulate content for distribution on the Website, then Provider hereby grants to Client a worldwide, non-exclusive, non-sublicensable (through multiple tiers), assignable, royalty-free, perpetual, right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Provider Tools in any media now known or hereafter known. Throughout the term of the Agreement and immediately upon termination, Provider shall provide to Client the most current copies of any Provider Tools to which Client has rights pursuant to the foregoing, plus any related documentation.
Provider Tools. In the event any Provider Tools are incorporated into or are used in conjunction with the Website, or any Provider Tools are used to manipulate Content for distribution on the Website, then Provider hereby grants to Customer a worldwide, non-exclusive, sublicenseable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Provider Tools in any media now known or hereafter
Provider Tools. In the event any Provider Tools are incorporated into or are used in conjunction with the Website, or any Provider Tools are used to manipulate Content for distribution on the Website, then Provider hereby grants to Customer a worldwide, non-exclusive, sublicenseable (through multiple tiers), assignable, royalty- free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Provider Tools in any media now known or hereafter known. Throughout the term of the Agreement and immediately upon termination, Provider shall provide to Customer the most current copies of any Provider Tools to which Customer has rights pursuant to the foregoing, plus any related documentation.
Provider Tools. 2.1(a) In providing the Services, Provider will provide read only access to the “Provider Tool”, services, and data in a manner to be agreed in good faith by both Parties.
Provider Tools. To the extent needed to use the Services, Provider shall provide T-Mobile with access to all Provider‑owned or licensed third party software tool kits (including the code segments incorporated into the Provider Work Product delivered to T-Mobile, which has been developed, acquired, or licensed), used by Provider and its subcontractors to provide the Services (the “Provider Tools”). Upon expiration of this Agreement or termination of this Agreement for any reason, Provider shall provide to Provider, at no expense to Provider, a nonexclusive, royalty‑free license to use, transfer and modify such Provider-owned Provider Tools (accompanied by related source code) necessary for Provider or any third party designee of Provider to assume and continue performance of the Services. T-Mobile shall only be permitted to use, transfer and/or modify the source code for the Provider-owned Provider Tools for T-Mobile’s sole benefit and in connection with the provision of services similar to the Services. Any transfer of source code for Provider-owned Provider Tools shall be subject to the reasonable confidentiality requirements of Provider. Prior to using any Provider Tools to provide Services, Provider shall use reasonable efforts to determine whether the third party Provider of any such Provider Tools will permit T-Mobile to obtain a source code license upon expiration or termination of this Agreement for any reason and notify T-Mobile of such determination. T-Mobile shall be permitted to reject the use by Provider of any Provider Tools to which source code will not be available to T-Mobile upon expiration or termination of this Agreement, unless such Provider Tools are generally commercially available on reasonable terms from third parties.
Provider Tools. Provider shall use the tools listed in the applicable SOW in connection with the provision of the Services (the “Provider Tools”). Provider shall implement and fully configure the Provider Tools as agreed in the SOW. Provider shall have financial, management and operational responsibility for the provision, maintenance and upgrade of the Provider Tools as part of the Services.