Common use of Software Deliverable Clause in Contracts

Software Deliverable. (a) Provided that at the expiration of the Agreement as of the end of the Initial Term or thereafter (i) the total Development Fees and License Fees paid by GMACI pursuant to this Agreement exceed $100 million and (ii) GMACI is not in material breach of any provisions of this Agreement or any Work Statement and GMACI has paid and continues to pay in full all amounts due under this Agreement and all Work Statements, AmTrust shall (x) be deemed to have granted to GMACI a fully paid-up, perpetual, non-exclusive, non-transferable unlimited user and site license: (i) to use and interact with (solely as provided for in Section 2.2) the Software Deliverable for the Intended Purpose; (ii) to permit the usage of (solely as provided for in Section 2.2) the Software Deliverable by GMACI Affiliates and GMACI Authorized Users for the Intended Purpose; (iii) to use (solely as provided for in Section 2.2) the Documentation solely in connection with the operation of the Software Deliverable; (iv) the Source Code for the Software Deliverable and (v) subject to 9.4, ensure that, upon such expiration, that GMACI shall be able to continue to use the personal lines system for its Intended Purpose. To the extent that AmTrust provides GMACI software consisting of Other AmTrust Systems, AmTrust (x) shall be deemed to have granted to GMACI a fully paid-up, perpetual, non-exclusive, non transferable unlimited user and site license to such Other AmTrust Systems and (y) shall not be required to provide GMACI the Source Code for the Other AmTrust Systems. (b) In the event of a Change of Control of ACAC, the license granted to GMACI in accordance with Section 4.2 (a) above shall be limited to the business of GMACI as it existed at the time of such Change of Control. For the purposes of this Section 4.2(b), the “business of GMACI as it existed at the time of such Change of Control” means the continuation of the business in a scope and manner consistent with the conduct of the business prior to such Change of Control.