Commercially Available Service Provider Owned Materials Sample Clauses
The 'Commercially Available Service Provider Owned Materials' clause defines the ownership and use of materials or products that a service provider already owns and offers to the public as part of its standard commercial offerings. This typically covers software, tools, or content that the provider has developed independently and makes available to multiple customers, not just the contracting party. The clause clarifies that such materials remain the property of the service provider, even if they are used or integrated during the performance of services for the client. Its core function is to prevent any transfer of ownership or exclusive rights to the client, ensuring the provider can continue to use and license these materials in its business.
Commercially Available Service Provider Owned Materials. With respect to those Materials owned by Service Provider or Service Provider Affiliates or Subcontractors that are implicated by the Assistance Event that are used to provide the Services (including all modifications, replacements, Upgrades, enhancements, improvements, methodologies, tools, documentation, materials and media related thereto) and that are commercially licensed or otherwise commercially available:
(A) Service Provider hereby grants to DIR, the DIR Customers and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) a worldwide, perpetual, non-exclusive, irrevocable, royalty-free, fully paid-up license on standard terms and conditions no less favorable than those offered generally by Service Provider to commercial licensees of such Materials (or at DIR election under then current terms and conditions applicable between Service Provider and DIR for similar items) to Use, with the right to grant sublicenses to Use for the benefit of DIR and DIR Customers, such Materials; provided that, in all events, such terms and conditions shall be at least broad enough to permit DIR and the DIR Customers to use such Materials to provide for the Services and uses for which such Materials are in use at the time of such expiration or termination;
(B) Service Provider shall deliver to DIR, the DIR Customers and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) (A) a copy of such Materials and related documentation, (B) the source code and object code for such Materials to the extent such code is reasonably necessary to permit them to Use such Materials, (C) the source code and object code for such Materials that are not Commercial Off The Shelf products and (D) the source code and object code for such Materials that are Commercial Off The Shelf products if Service Provider does not offer or provide upgrades, maintenance, support and other services for such Service Provider Owned Materials as provided in Section 14.6(b)(ii); and
(C) Service Provider shall offer to provide to DIR, the DIR Customers and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) Upgrades, maintenance, support and other services for such Materials on reasonable commercial terms and conditions and for reasonable fees and charges (on the basis of most favored customer pricing based on Service Provider customers receiving similar volumes of services similar to such Upgrades, maintenance, support...
Commercially Available Service Provider Owned Materials. With respect to those Materials owned by Service Provider or Service Provider Affiliates or Subcontractors that are implicated by the Assistance Event that are used to provide the Services and that are commercially licensed or otherwise commercially available.
(A) Service Provider hereby grants to DIR, the DIR Customers and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) a worldwide, non-exclusive, irrevocable, royalty-free, fully paid-up license on standard terms and conditions no less favorable than those offered generally by Service Provider to commercial licensees of such Materials (or at DIR election under then current terms and conditions applicable between Service Provider and DIR) to Use, with such Materials for the duration of the Term and the Termination Assistance Period; provided that, in all events, such terms and conditions shall be at least broad enough to permit DIR and the DIR Customers to use such Materials to provide for the Services and uses for which such Materials are in use at the time of such expiration or termination;
(B) After the Termination Assistance Period, Service Provider shall offer to provide to DIR, the DIR Customers and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)) licenses, Upgrades, maintenance, support and other services for such Materials on reasonable commercial terms and conditions and for reasonable fees and charges no less favorable than the pricing customarily charged to other commercial customers receiving equivalent services.