Use in Services Clause Samples

Use in Services. With respect to any Third-Party Works Vendor desires to implement or utilize in the provision of any Services, Vendor shall use commercially reasonable efforts to secure for the Commonwealth a perpetual, non-exclusive, royalty-free, fully paid-up, license to use or receive the benefit of any Third-Party Works as necessary and appropriate for the proper conduct of the Commonwealth’s business. If Vendor is unable to obtain any such rights and licenses, Vendor shall notify the Commonwealth in advance and shall not use such Third-Party Works without the Commonwealth’s express, prior written consent (and absent such consent, Vendor’s use of any such Third-Party Works shall obligate Vendor to obtain or arrange, for such rights and licenses for the Commonwealth upon Disentanglement). Upon receipt of such notice, the Relationship Managers for each Party shall confer (and in any event, no less than monthly, as necessary) to discuss any Third-Party Works for which Vendor is unable to obtain such rights and licenses and the Parties shall cooperate with each other in achieving a reasonable alternative arrangement with respect to such Third-Party Works so as to not adversely impact the provision of Services. The Parties agree that, if Vendor is unable to obtain the rights and licenses described above in this Section 12.4.2(b), and the Commonwealth does not agree to the alternative license restrictions proposed by the applicable third-party vendors after the reasonable alternative arrangements are pursued, Vendor’s ability to meet the Service Levels or other performance obligations under this Agreement may be impaired. Vendor shall identify any Third-Party Work which could so affect Vendor’s ability to provide Services and Deliverables, as well as the specific Services and Deliverables that would be so affected. The Parties agree that if the Commonwealth directs Vendor not to accept the restrictions, Vendor shall be excused from its obligations under this Agreement with regard to the performance of such Services and Deliverables to the extent such performance is actually affected thereby. Notwithstanding the foregoing, Vendor shall not be so excused if the Commonwealth withholds its consent to any such Third-Party Work because, upon Disentanglement, (i) the assignment of such Third-Party Work to the Commonwealth or its designee would be subject to subsequent third party approval, or (ii) the Commonwealth would be obligated to reimburse Vendor for any termination or canc...

Use in Services. With respect to any Third Party Works Provider desires to implement or utilize in the provision of any Services, Provider shall use commercially reasonable efforts to secure for Client a perpetual, non-exclusive, royalty-free, fully paid-up, license to use or receive the benefit of any Third Party Works as necessary and appropriate for the proper conduct of Client’s business. If Provider is unable to obtain any such rights and licenses, Provider shall notify Client in advance and shall not use such Third Party Works without Client’s express, prior written consent (and absent such consent, Provider’s use of any such Third Party Works shall obligate Provider to obtain or arrange, for such rights and licenses for Client upon Disentanglement).