Common use of SpinCo Components Clause in Contracts

SpinCo Components. Subject to the terms and conditions of this Agreement, SpinCo, on behalf of the SpinCo Group, grants to the Parent Group a perpetual, irrevocable, nonexclusive, worldwide, non-transferable (except to the extent permitted in Section 9.5), royalty-free and fully-paid license, under all of the SpinCo Group’s Intellectual Property Rights in the SpinCo Components, to (a) use, modify and reproduce the SpinCo Components, in whole or in part, in Source Code form, for the sole purpose of Integrating the SpinCo Components into SpinCo Products; (b) create derivative works of the SpinCo Components, in whole or in part, in connection with Integrating them into Parent Products (in Executable Code form); (c) use, modify, reproduce, perform, and display the SpinCo Components, solely as Integrated (in Executable Code form only) into Parent Products, for the purpose of supporting and maintaining Parent Products; and (d) Distribute the SpinCo Components, solely as Integrated (in Executable Code form only) into Parent Products, through multiple tiers to End Users. The Parent Group shall have the right to sublicense the aforementioned license to: (i) End Users, provided that such sublicense is limited to the End User Rights; (ii) redistributors, provided that such sublicense is limited to the rights described in subsection (d) of the previous sentence; and (iii) subcontractors, consultants and other Third Parties with which the Parent Group may work from time to time, provided that each such sublicense granted pursuant to this subpart (iii) is limited solely to performing work on the SpinCo Group’s behalf and only as permitted by, and in accordance with, the terms of this Section 2.2(b) and under terms and conditions no less protective of the SpinCo Group and the SpinCo Components than the terms and conditions of this Agreement. The Parent Group shall use its reasonable efforts to remove the SpinCo Group’s trademarks from SpinCo Components as Integrated into Parent Products to the extent visible to End-Users through the user interface, product marking or documentation of the Parent Products that have SpinCo Components, at the next major release in which such removal is practical; provided, however, that the foregoing does not apply to a SpinCo Group trademark contained therein, to the extent expressly licensed to a member of the Parent Group pursuant to an Ancillary Agreement.