Common use of Vendor Software Clause in Contracts

Vendor Software. Each Work Order shall list the Vendor Software and Vendor Third Party Software, if any, that will be incorporated into any Deliverable or that will be necessary to be used by Phoenix or any Phoenix Affiliate in order to access, modify, maintain, enhance or use the Deliverable, each such Work Order to be updated from time to time as needed with the prior approval of the Phoenix Contract Executive. Without Phoenix’s prior written consent, Vendor shall not incorporate into any Deliverable under a Work Order any (i) Third Party Software; or (ii) Vendor Proprietary Materials even if such Third Party Software or Vendor Proprietary Material is generally commercially available. Only for so long as Vendor Software is incorporated into a particular Deliverable or is necessary to be used by Phoenix or any Phoenix Affiliate in order to access, modify, maintain, enhance or use such Deliverable, Vendor hereby grants to Phoenix and Phoenix Affiliates a nonexclusive, fully paid, perpetual and worldwide license to use, execute, reproduce, display, perform, distribute, create derivative works of, and make modifications and improvements to (and authorize others to do any, some or all of the foregoing) any Vendor Software and Vendor Third Party Software that is incorporated into any Deliverables or that is necessary to be used by Phoenix or any Phoenix Affiliate in order to access, modify, maintain, enhance or use the Deliverables (such derivative works, modifications and improvements made by Phoenix or by another party on behalf of Phoenix other than Vendor, (“Phoenix Modifications”) only to the extent necessary for Phoenix and Phoenix Affiliates to have full use of the Deliverables. In no event shall Phoenix commercially exploit the license or the Vendor Software separate and apart from the Deliverable. Phoenix shall own all right, title and interest in and to any Phoenix Modifications, including without limitation all Intellectual Property Rights in and to such Phoenix Modifications. Notwithstanding anything to the contrary herein, the foregoing provisions in this Section 7.5(b) shall not apply to any Third Party Software used by Vendor to provide the Services solely from within its own computing environment, provided that (A) such Third Party Software is not incorporated into any Deliverable; and (B) is not otherwise required by Phoenix or any Phoenix Affiliate to access, modify, maintain, enhance or use the Deliverable under a Work Order. For purposes of this Section 7.5(b), Vendor Software shall include Vendor Developed Software.

Vendor Software. Each Work Order shall list the Vendor Software and Vendor Third Party Software, if any, that will be incorporated into any Deliverable or that will be necessary (a) Subject to be used by Phoenix or any Phoenix Affiliate in order to access, modify, maintain, enhance or use the Deliverable, each such Work Order to be updated from time to time as needed with the prior approval of the Phoenix Contract Executive. Without Phoenix’s prior written consentSection 7.4, Vendor shall not incorporate into any Deliverable under a Work Order any (i) Third Party Software; or (ii) Vendor Proprietary Materials even if such Third Party Software or Vendor Proprietary Material is generally commercially available. Only for so long as Vendor Software is incorporated into a particular Deliverable or is necessary to be used by Phoenix or any Phoenix Affiliate in order to access, modify, maintain, enhance or use such Deliverable, Vendor hereby grants to Phoenix and Phoenix Affiliates a nonexclusive, fully paid, perpetual and worldwide license to use, execute, reproduce, display, perform, distribute, create derivative works of, and make modifications and improvements to (and authorize others to do any, some or all of the foregoing) any Vendor Software and Vendor Third Party Software that is incorporated into any Deliverables or that is necessary to be used by Phoenix or any Phoenix Affiliate in order to access, modify, maintain, enhance or use the Deliverables (such derivative works, modifications and improvements made by Phoenix or by another party on behalf of Phoenix other than Vendor, (“Phoenix Modifications”) only to the extent necessary for Phoenix and Phoenix Affiliates to have full use of the Deliverables. In no event shall Phoenix commercially exploit the license or the Vendor Software separate and apart from the Deliverable. Phoenix shall own retains all right, title and interest in and to any Phoenix ModificationsVendor Software, including all modifications, enhancements, and derivative works relating thereto. In providing the Services, Vendor shall not introduce any Vendor Software without limitation all Intellectual Property Rights Phoenix’s prior written approval, which approval Phoenix may withhold in its sole discretion; provided, however that Vendor may introduce any Vendor Software to be used as Shared Software without approval from Phoenix. Vendor shall be responsible for installing, operating and maintaining Vendor Software at its own expense. (b) As and to the extent necessary for Phoenix to perform work as permitted under this Agreement for the benefit of Phoenix, Vendor grants to Phoenix a worldwide, fully paid-up, nonexclusive license during the Term to use Vendor Software as it exists from time to time during the Term to perform such Phoenix Modificationswork during the Term. Notwithstanding anything Subject to the contrary hereinexecution of reasonable confidentiality agreements with the third party, Vendor also grants to Phoenix the right to sublicense Vendor Software to a third party for such third party to perform work as permitted under Sections 3.6 and 21.10 of this Agreement for the benefit of Phoenix. (c) As mutually agreed by the Parties, Vendor shall deposit a copy of the source code and object code of the Vendor Software, along with programmer interfaces, available documentation, manuals and other materials necessary for the Use thereof (collectively, the foregoing provisions “Deposit Materials”) with a third party escrow agent designated by Phoenix pursuant to an escrow agreement entered into by and among the Parties and such escrow agent, which escrow agreement shall be substantially in the form of Schedule T (Escrow Agreement) which the Parties acknowledge having executed on the Effective Date. Any and all costs of the escrow arrangement shall be borne by Phoenix. For no additional consideration, Vendor grants to Phoenix, for the purpose of providing services similar to the Services to Phoenix (but in no event shall Phoenix have the right to commercially exploit such license or Vendor Software), a perpetual, worldwide, fully paid-up, nonexclusive license to Use Vendor Software (including the Deposit Materials), provided, however, that Phoenix shall not exercise the licenses granted to it in this Section 7.5(b7.2(c) until the earlier of: (i) the expiration or termination of this Agreement; or (ii) the occurrence of any of the events listed in Section 21.7 of this Agreement; or (iii) the failure to meet its obligations with respect to Vendor Software under Sections 3.6 or 21.10 of this Agreement. Phoenix’s confidentiality obligations with respect to such Vendor Software shall not survive and continue to apply to any Third Party this license. Phoenix also has the right, subject to the execution of reasonable confidentiality agreements with the third party, to sublicense such Vendor Software used to a third party to perform services similar to the Services for the benefit of Phoenix, and through Phoenix to Phoenix’s Affiliates, and other End Users in a manner similar to that permitted during the Term of this Agreement. The Parties shall mutually agree on applicable terms for Vendor’s support (including new releases and updates) of such Software after expiration or termination of this Agreement; provided that such terms shall be generally the same as those terms offered by Vendor to any other third party. Phoenix shall not be obligated to purchase support, and Vendor shall not be obligated to provide support, for such Vendor Software if the Parties are unable to agree upon the applicable terms for such support. Vendor’s obligations under this Section 7.2(c) also apply to Vendor Software that is distributed (but not owned) by Vendor, to the extent Vendor has, without payment of additional consideration to a third-party (unless Phoenix agrees to reimburse Vendor for such consideration), the applicable rights. (d) As of the Effective Date, the Parties do not intend for Vendor to use any Vendor Application Software other than for Vendor’s own internal or administrative use. If during the Term the Parties agree that the scope of the Services solely from within its own computing environmentshould be expanded such that Vendor should use Vendor Application Software, provided that they shall enter into a separate written license agreement governing such use. Absent such separate written license agreement, Phoenix shall have no express or implied right to use Vendor Application Software. Notwithstanding the foregoing in this Section 7.2 (A) such Third Party Software is not incorporated into any Deliverable; and (B) is not otherwise required by Phoenix or any Phoenix Affiliate to accessd), modify, maintain, enhance or use if the Deliverable provision of the Services under a particular Work Order. For purposes Order would require a license of this Vendor Application Software from Vendor to Phoenix in order for Phoenix to be able to receive and use such Services, such license will be granted by Vendor in the manner reflected in Section 7.5(b), Vendor Software shall include Vendor Developed Software7.5.