Common use of Commercially Available Service Provider Owned Materials Clause in Contracts

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 and other services).

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 materials, settings, configurations, 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 disclosed designee(s)) a worldwide, perpetual, non-exclusive, irrevocable, royalty-free, fully paid-up license on subject to 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 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 disclosed designee(s)) (A) a copy of such Materials and related documentation, (B) the source code instructions, and object code for such Materials to the extent such code is reasonably support necessary to permit them allow DIR or DIR Customers 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 and other services).

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 TxDOT (or, at DIRTxDOT's election, to their its 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 TxDOT election under then the then-current terms and conditions applicable between Service Provider and DIR TxDOT for similar items) to Use, with the right to grant sublicenses to Use for the benefit of DIR and DIR CustomersTxDOT, such Materials; provided that, in all events, such terms and conditions shall be at least broad enough to permit DIR and the DIR Customers TxDOT 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 TxDOT (or, at DIRTxDOT's election, to their its 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 TxDOT (or, at DIRTxDOT's election, to their its designee(s)) (A) 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 and other services).

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 and other services).

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 CustomersUse, 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 and other services).