Common use of Purchased Software Clause in Contracts

Purchased Software. (1) Notwithstanding the transfer of title as set forth in Section 8(e)(2) below , Buyer hereby agrees to (i) not to sell or license the Purchased Software; (ii) not to use the Purchased Software for any purpose other than those purposes related directly to the operation of the Website; and (iii) inform, in writing, all affiliates, subsidiaries, and successors in interest of the restrictions set forth in this Section 8(e)(1) . (2) At the Closing, title to the Seller's interest in the Purchased Software (source and object code), subject to the restrictions set forth in Section 8(e)(1) above , shall be transferred from Seller to Buyer and Buyer shall be provided with one complete electronic copy of the Purchased Software. (3) Notwithstanding the restrictions set forth in Section 8(e)(1) above, Buyer may sell the Purchased Software as part of a sale of substantially all of the Assets purchased pursuant to this Agreement to a wholly unaffiliated third party; provided, however, such third party purchaser must agree in writing to the restrictions set forth in Section 8(e)(1) above and Buyer shall provide a copy of such written agreement, duly executed by the purchaser, to Kuznetosov prior to the closing of such purchase and sale. (4) Klauenburch agrees to enter into a software rights agreement substantially with Kuznetosov in the form attached hereto as Exhibit D (the "Software Rights Agreement"), whereby, among other term and conditions, Kuznetosov agrees to (i) not use the App Engine Components for any purpose that competes, directly or indirectly with Buyer's online sales of hydroponic and indoor gardening equipment and supplies; (ii) not sell or license the App Engine Components to any person who intends to use the App Engine Components to compete, directly or indirectly with Buyer's online sales of hydroponic and indoor gardening equipment and supplies; and (iii) inform, in writing, all affiliates, subsidiaries, and successors in interest of the restrictions set forth therein. (5) Notwithstanding anything contained in this Agreement to the contrary, Buyer acknowledges and agrees that the rights and the obligations of this Agreement run with the Purchased Software. Any transferee, recipient, or licensee of the Purchase Software must agree in writing to be bound by the restrictions set forth in Section 8(e)(1) above. Any sale, assignment, transfer, or license in violation of this Agreement is null and void.

Purchased Software. (1) Notwithstanding the transfer of title as set forth in Section 8(e)(2) below below, Buyer hereby agrees to (i) not to sell or license the Purchased Software; (ii) not to use the Purchased Software for any purpose other than those purposes related directly to the operation of the Website; and (iii) inform, in writing, all affiliates, subsidiaries, and successors in interest of the restrictions set forth in this Section 8(e)(1) . (2) At the Closing, title to the Seller's interest in the Purchased Software (source and object code), subject to the restrictions set forth in Section 8(e)(1) above above, shall be transferred from Seller to Buyer and Buyer shall be provided with one complete electronic copy of the Purchased Software. (3) Notwithstanding the restrictions set forth in Section 8(e)(1) above, Buyer may sell the Purchased Software as part of a sale of substantially all of the Assets purchased pursuant to this Agreement to a wholly unaffiliated third party; provided, however, such third party purchaser must agree in writing to the restrictions set forth in Section 8(e)(1) above and Buyer shall provide a copy of such written agreement, duly executed by the purchaser, to Kuznetosov prior to the closing of such purchase and sale. (4) Klauenburch agrees to enter into a software rights agreement substantially with Kuznetosov in the form attached hereto as Exhibit D (the "Software Rights Agreement"), whereby, among other term and conditions, Kuznetosov agrees to (i) not use the App Engine Components for any purpose that competes, directly or indirectly with Buyer's online sales of hydroponic and indoor gardening equipment and supplies; (ii) not sell or license the App Engine Components to any person who intends to use the App Engine Components to compete, directly or indirectly with Buyer's online sales of hydroponic and indoor gardening equipment and supplies; and (iii) inform, in writing, all affiliates, subsidiaries, and successors in interest of the restrictions set forth therein. (5) Notwithstanding anything contained in this Agreement to the contrary, Buyer acknowledges and agrees that the rights and the obligations of this Agreement run with the Purchased Software. Any transferee, recipient, or licensee of the Purchase Software must agree in writing to be bound by the restrictions set forth in Section 8(e)(1) above. Any sale, assignment, transfer, or license in violation of this Agreement is null and void.