Common use of Agreements and Confidential Information Clause in Contracts

Agreements and Confidential Information. 14.1 The Purchaser will have all rights, title and interest (including ownership of copyright and other Intellectual Property rights) in all of materials created and delivered to the Purchaser by the Supplier. The Supplier warrants that it will deliver all materials created under this Contract, to the Purchaser, and will not retain any copies of such materials, or use, give or permit such materials to be given to, or used by any third party without obtaining the prior written consent of the Purchaser. Except to the extent that the Intellectual Property Rights in the Software vest in the Purchaser, the Supplier hereby grants to the Purchaser license to access and use the Software, including all inventions, designs, and marks embodied in the Software. Such license to access and use the Software shall: (a) be: (i) Valid throughout the territory of the Purchaser’s Country and in any other country where the Purchaser maintains an office or rent facilities for its operations (or such other territory as specified in the SCC) (ii) subject to additional restrictions (if any) as specified in the SCC. (b) Permit the Software to be: (i) reproduced for safekeeping or backup purposes; (ii) customized, adapted, or combined with other computer software for use by the Purchaser, provided that derivative software incorporating any substantial par of the delivered, restricted Software shall be subject to same restrictions as are set forth in this Contract; (iii) disclosed to, and reproduced for use by, support service suppliers and their subcontractors, (and the Purchaser may sublicense such persons to use and copy for use the Software) to the extent reasonably necessary to the performance of their support service contracts, subject to the same restrictions as are set forth in this Contract; (iv) disclosed to, and reproduced for use by, the Purchaser or by the Purchaser’s Group and by such other persons as are specified in the SCC (and the Purchaser may sublicense such persons to use and copy for use the Software), subject to the same restrictions as are set forth in this Contract, in accordance with the terms and conditions of the license to be granted by either the Supplier or by the editor of non Supplier software.