Common use of Commercially Available Successful Respondent Owned Materials Clause in Contracts

Commercially Available Successful Respondent Owned Materials. With respect to those Materials owned by Successful Respondent or Successful Respondent 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) Successful Respondent 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 Successful Respondent to commercial licensees of such Materials (or at DIR election under then current terms and conditions applicable between Successful Respondent and DIR for similar items) to Use, with the right to grant sublicenses to Use, 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) Successful Respondent 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 Successful Respondent does not offer or provide upgrades, maintenance, support and other services for such Successful Respondent Owned Materials as provided in Section 14.6(b)(ii); and (C) Successful Respondent 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 Successful Respondent customers receiving similar volumes of services similar to such Upgrades, maintenance, support and other services).

Commercially Available Successful Respondent Owned Materials. With respect to those Materials owned by Successful Respondent or Successful Respondent Affiliates or Subcontractors that are implicated by the Assistance Event Owned Materials that are used to provide the Services (including all modifications, replacements, Upgrades, enhancements, improvements, methodologies, tools, documentation, materials materials, configurations, and media related thereto) and that are commercially licensed or otherwise commercially availableCommercially Available during the performance of Termination Assistance Services: (Ai) Successful Respondent hereby grants to DIR, the DIR Customers and Entities that qualify as DIR Customers (or, at DIR's election, to their designee(s)designees) a worldwide, perpetual, non- non-exclusive, irrevocable, royalty-free, fully paid-up license on standard terms and conditions no less favorable than those offered generally by Successful Respondent to commercial licensees of such Materials (or at DIR election DIR’s election, under then current terms and conditions applicable between Successful Respondent and DIR for similar itemsMaterials) to Use, with the right to grant sublicenses to Use, such MaterialsMaterials and the IP Rights therein; provided that, in all events, such terms and conditions shall be at least broad enough to permit DIR and the DIR Customers following the expiration or termination of this Agreement, to continue to use such Materials to provide in the manner and for the Services and uses purposes for which such Materials are in use at the time of such expiration or termination; (Bii) Successful Respondent shall deliver offer to DIRprovide to DIR and DIR Customers, 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 documentationdesignees, (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 Successful Respondent does not offer or provide upgrades, maintenance, support and other services for such Successful Respondent Owned Materials as provided in Section 14.6(b)(ii); and (C) Successful Respondent 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 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 Successful Respondent customers receiving similar volumes of services similar to such Upgrades, maintenance, support support, and other services); and (iii) Successful Respondent shall deliver to DIR and DIR Customers, or, at DIR's election, to their designees: A. a copy of such Materials and related documentation; and B. the source code and object code for such Materials to the extent such code is reasonably necessary to Use such Materials or to the extent that Successful Respondent does not offer or provide upgrades, maintenance, support, and other services for such Materials as provided in Section 8.6.2(ii).