Source Code Option and Purchase Agreement Clause Samples

Source Code Option and Purchase Agreement. Perception hereby grants to Grantee the irrevocable right and option to enter into a Purchase Agreement with Perception and thereby to obtain, on the terms set forth in the Purchase Agreement (i) a copy of the Source Code for the Software, and (ii) an irrevocable, non-exclusive, worldwide, perpetual right and license to forever retain, copy, reproduce, modify, use, create Modifications and derivative works of, display, distribute, perform, compile, execute, sublicense, and otherwise exploit the Source Code and all resulting compiled software for commercial exploitation and commercialize the Source Code, subject to the terms and limitations stipulated in a Purchase Agreement (the “Source Code Option”). Such terms and limitations shall include: (x) the establishment of a special-purpose entity (“SPE”) as a wholly-owned subsidiary of Grantee and whose sole business activity shall be to hold the Source Code and the license in relation to the Source Code; (y) except as contemplated and permitted by this Agreement, a prohibition on Grantee’s sub-license of the use of the Source Code without Perception’s prior written consent; and (z) commercial reasonably terms governing the future sale or transfer of the SPE or sale or sublicensing of the intellectual property, including Perception’s interest in a share of the profits derived therefrom. “Modification” means any modifications, changes, revisions, enhancements, corrections of defects, fixes, workarounds, improvements, upgrades, new releases, or changes in functionality to the Source Code made after the execution and delivery of this Agreement, whether or not issued in a formal update, upgrade, or release. The Purchase Agreement shall provide for payments (collectively, the “Purchase Price”) from Grantee to Perception as follows: