Common use of Software Tools Clause in Contracts

Software Tools. SCEA hereby agrees to provide to Developer, and Developer hereby accepts, for the term and subject to the conditions set forth herein, the non-exclusive and non-transferable (except as specifically provided herein) license to use the Software Tools and any related Documentation. Developer will not, except as provided herein, permit, directly or indirectly, any third party to use all or any part of the Software Tools or the Documentation. Developer will only use the Software Tools internally (or, as provided herein, externally pursuant to an agreement with another Licensed Developer) for the sole purpose of developing or testing the Executable Software (or portions thereof) in accordance with this LDA, and will only use the Documentation supplied with the Software Tools to support such efforts. Developer shall not sell, lease, license or otherwise transfer or dispose of the Software Tools, or permit any lien or other encumbrance with respect to the Software Tools. Developer shall not make any alterations, additions or modifications to the Software Tools without the written permission of SCEA in its discretion, and, if such permission is granted, Developer shall thereby grant to SCEA a perpetual, non-exclusive license, with right to sublicense such alterations, additions or modifications. Developer shall execute such additional documents as are reasonably necessary to effectuate any such license. Developer may create its own tools and/or utilities for use in conjunction with the Software Tools, and may license, distribute and/or sell such tools or utilities to others, provided that such tools or utilities and related documentation, if any, (i) shall not incorporate or be derivative of any portion whatsoever of the Software Tools or the Documentation or any other Sony Materials or Intellectual Property Rights of SCEA, and (ii) shall be offered by Developer to SCEA on terms not less favorable than those offered to any other person; and provided further that any assignment, license or transfer by Developer of its rights in such tools and/or utilities to any third party shall be subject to Developer's obligations herein, and Developer shall be responsible for any violation of the terms of this Agreement by such third party.