Common use of Use in Services Clause in Contracts

Use in Services. With respect to any Third Party Works which Vendor desires to implement or utilize in the provision of any Services, Vendor shall use commercially reasonable efforts to secure for the Client a non-exclusive, non-transferable, royalty-free, fully paid-up, license to use or receive the benefit of any Third Party Works as necessary and appropriate for the Vendor to perform its obligations under this Agreement during the Term and any period of Disentanglement only. If Vendor is unable to obtain any such rights and licenses, Vendor shall notify the Client in advance and shall not use such Third Party Works without the Client’s express, prior written consent.

Use in Services. With respect to any Third Party Works which Vendor desires to implement or utilize in the provision of any Services, Vendor shall use commercially reasonable efforts to secure for the Client a perpetual, non-exclusive, non-transferable, royalty-free, fully paid-up, license to use or receive the benefit of any Third Party Works as necessary and appropriate for the Vendor to perform its obligations under this Agreement during proper conduct of the Term and any period of Disentanglement onlyClient’s business. If Vendor is unable to obtain any such rights and licenses, Vendor shall notify the Client in advance and shall not use such Third Party Works without the Client’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 Client upon Disentanglement).