Third Party Licensed Software Clause Samples

Third Party Licensed Software. 29.1.1 The licences in clauses 27 and 28 do not apply to Third Party Licensed Software, except to the extent specified in clause 29.1.2. 29.1.2 To the extent that GWRC requires a licence to use Third Party Licensed Software during the Term or in relation to Transferring Assets in order to: (a) receive the benefit of the Services; (b) use, maintain or Dispose of the Transferring Assets; or (c) otherwise exercise rights under this Partnering Contract or any other Transaction Document, then GWRC's use of that Third Party Licensed Software will be subject to all terms and conditions imposed by the third party licensor on the Operator or any sub-licensee in respect of such licensed Intellectual Property Rights, as advised by Operator to GWRC prior to incorporating or making that Third Party Licensed Software available to GWRC. 29.1.3 If any Third Party Licensed Software described in clause 29.1.2 is not able to be accessed by GWRC or sublicensed to GWRC on terms suitable to GWRC, then Operator will, on request, provide GWRC with reasonable assistance to procure a licence to the Third Party Licensed Software from the licensor.

Third Party Licensed Software. Vendor shall not use any third party licensed software to provide the Services other than COTS without first (a) obtaining Company’s written consent, or (b) obtaining for and providing to Company an irrevocable, royalty-free, nonexclusive right to access and use the software (including available documentation, manuals and other materials) for the Company and its designees (including affiliates and third party service providers) for the sole purpose of providing, receiving and realizing the benefit of the Services during the Term, and for Company and its designees to provide to Company (including affiliates) services similar to the Services thereafter. Vendor shall provide such licenses to the third party software at Vendor’s sole cost and expense.

Third Party Licensed Software. This Section shall apply if any Licensed Software is non-SAP software owned by Customer or licensed by Customer from a third party. (a) Customer shall indemnify, defend and hold harmless (at its sole expense) SAP, SAP SE, its Affiliates and subcontractors from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) arising from or related to any third party claim concerning (i) the Licensed Software (excluding Licensed Software licensed by Customer from SAP) or (ii) the combination of such Licensed Software with the Cloud Service or other applications, content or processes, including any claim alleging infringement or misappropriation of third party rights by such Licensed Software or by the implementation, hosting or use of such Licensed Software as contemplated in the Agreement. The defense procedures set forth in the Agreement shall apply. (b) CUSTOMER’S OBLIGATIONS SET FORTH HEREIN SHALL BE EXCLUDED FROM ANY LIABILITY LIMITS SET FORTH IN THE AGREEMENT. (c) In the event SAP reasonably believes that any such Licensed Software violates applicable law, infringes or misappropriates the rights of any third party, otherwise violates a material term of the Agreement or can result in material harm to the Cloud Service, SAP may require such Licensed Software be promptly removed from the Computing Environment.

Third Party Licensed Software