Common use of Technology Licensing Clause in Contracts

Technology Licensing. a. Subject to the terms and conditions of this Agreement, Paradyne hereby grants to and only to AGCS a non-exclusive, non-sublicensable (except as expressly provided herein), non-transferable license to use the Paradyne MVP Technology during the term of this Agreement solely (i) for the purpose of incorporating the Paradyne MVP Technology into the AGCS-developed Switch Product and to manufacture, or have manufactured, such Switch Product; and (ii) to distribute, sell and/or lease solely to Network Service Providers the Switch Product that incorporates the MVP Technology in accordance with the terms of this Agreement. AGCS may use distributors provided that each such distributor may not use other subdistributors and each distributor shall be bound by an enforceable writing to substantially the same limitations, conditions and restrictions as those set forth in this Agreement. b. AGCS agrees that if Paradyne identifies certain AGCS-owned technology to which Paradyne desires a license for the purpose of developing the Derived Telephony Product, AGCS shall grant Paradyne a license to use such technology for such purpose and will negotiate in good faith with Paradyne to establish a reasonable license fee.