Common use of Use of Existing Materials Clause in Contracts

Use of Existing Materials. To the extent that Work Product(s) under ------------------------- development may incorporate or require the use of Existing Materials, or to the extent Chordiant intends, in its performance of Services, to utilize any such Existing Materials (except as such are utilized by Chordiant in the performance of warranty Service obligations or pre-paid support Services), Chordiant shall: (i) notify EDS of such intent prior to commencement of performance of Services; (ii) identify to EDS the ownership of such Existing Materials; (iii) describe the use to which Chordiant intends to put such Existing Materials; and (iv) explain Chordiant's ability to proceed with performance of the Services without the use of such Existing Materials. EDS may require that Chordiant perform Services without the use of such Existing Materials. If any such Existing Material is owned by a third party and/or is used in the performance of Services, Chordiant warrants that it has acquired all licenses and authorizations necessary to utilize the Existing Material in the manner and for the purpose intended by Chordiant in its actual use of such Existing Material in the performance of Services. To the extent that Existing Materials are incorporated in Work Products, Chordiant grants to EDS and its Affiliates a royalty-free, irrevocable, worldwide, non-exclusive, perpetual right to use, modify and prepare derivative works of such Existing Materials and to use and display such Existing Materials, with full rights to authorize others to do the same but only to the extent required to utilize the Work Product in accordance with the Ownership Rights granted in this Agreement, unless otherwise agreed to in writing by the parties for specific Work Product(s).

Use of Existing Materials. To the extent that Work Product(s) under ------------------------- development may incorporate or require the use of Existing Materials, or to the extent Chordiant MigraTEC intends, in its performance of Services, to utilize any such Existing Materials (except as such are utilized by Chordiant MigraTEC in the performance of warranty Service obligations or pre-paid Licensed Software support Services), Chordiant MigraTEC shall: (i) notify EDS of such intent prior to commencement of performance of Services; (ii) identify to EDS the ownership of such Existing Materials; (iii) describe the use to which Chordiant MigraTEC intends to put such Existing Materials; and (iv) explain ChordiantMigraTEC's ability to proceed with performance of the Services without the use of such Existing Materials. EDS may require that Chordiant MigraTEC perform Services without the use of such Existing Materials. If any such Existing Material is owned by a third party and/or is used in the performance of Services, Chordiant MigraTEC warrants that it has acquired all licenses and authorizations necessary to utilize the Existing Material in the manner and for the purpose intended by Chordiant MigraTEC in its actual use of such Existing Material in the performance of Services. To the extent that Existing Materials are incorporated in Work Products, Chordiant MigraTEC grants to EDS and its Affiliates affiliates a royalty-free, irrevocable, worldwide, non-exclusive, perpetual right to use, modify and prepare derivative works of such Existing Materials and to use and display such Existing Materials, with full rights to authorize others to do the same but only to the extent required to utilize the Work Product in accordance with the Ownership Rights granted in this Agreement, unless otherwise agreed to in writing by the parties for specific Work Product(s).

Use of Existing Materials. To the extent that Work Product(s) under ------------------------- development may incorporate or require the use of Existing Materials, or to the extent Chordiant intends, in its performance of Services, to utilize any such Existing Materials (except as such are utilized by Chordiant in the performance of warranty Service obligations or pre-paid support Services), Chordiant shall: (i) notify EDS of such intent prior to commencement of performance of Services; (ii) identify to EDS the ownership of such Existing Materials; (iii) describe the use to which Chordiant intends to put such Existing Materials; and (iv) explain Chordiant's ability to proceed with performance of the Services without the use of such Existing Materials. EDS may require that Chordiant perform Services without the use of such Existing Materials. If any such Existing Material is owned by a third party and/or is used in the performance of Services, Chordiant warrants that it has acquired all licenses and authorizations necessary to utilize the Existing Material in the manner and for the purpose intended by Chordiant in its actual use of such Existing Material in the performance of Services. To the extent that Existing Materials are incorporated in Work Products, Chordiant grants to EDS and its Affiliates a royalty-free, irrevocable, worldwide, non-exclusive, perpetual right to use, modify and prepare derivative [*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. works of such Existing Materials and to use and display such Existing Materials, with full rights to authorize others to do the same but only to the extent required to utilize the Work Product in accordance with the Ownership Rights granted in this Agreement, unless otherwise agreed to in writing by the parties for specific Work Product(s).