Common use of Conditions of License Clause in Contracts

Conditions of License. This license is granted under the following conditions: 1.4.1 The Licensee acknowledges that its rights in and to the Licensed Software may not be assigned, licensed or otherwise transferred by operation of law without the prior written consent of UNITED. Violation of this section is grounds for immediate termination of this Agreement. UNITED will not withhold its consent to the Licensee's requests to sub-license the Licensed Software to a third party subject to the following obligations of the Licensee and limitations of UNITED: A. that the Licensee will have first provided UNITED with a copy of its draft sub-licensing agreement with the proposed sub- licensee (the "Sublicensee"), such agreement must contain the following provisions (the "Sub-licensing Agreement"): 1. that Licensee is responsible for all communication with the Sublicensee and UNITED will have no responsibility in this regard; 2. the Sublicensee shall obtain no rights in the Licensed Software other than those specifically granted in the Sub- licensing Agreement; 3. that the Licensed Software is the sole property of UNITED, and that Licensee has only the specific rights to sub-license that are granted to it under this Agreement; and, 4. that the cost of any upgrades to the Licensed Software that are sublicensed to the Sublicensee will be borne by the Licensee. 1.4.2 Copyright, trademarks and other proprietary rights of UNITED (UNITED's Intellectual Property) protect the Licensed Software. The Licensee may be held directly responsible for acts relating to the Licensed Software which are not authorized by this Agreement. 1.4.3 All right, title and interest in and to UNITED's Intellectual Property to the Licensed Software, and any copies thereof, and all documentation, code and logic, which describes and/or comprises the Licensed Software remains the sole property of UNITED. 1.4.4 UNITED shall not be responsible for failure of performance of this Agreement due to causes beyond its control, including, but not limited to, work stoppages, fires, civil disobedience, riots, rebellions, acts of God, and similar occurrences.

Conditions of License. This license is granted under the following conditions: 1.4.1 The Licensee acknowledges that its rights in and to the Licensed Software may not be assigned, licensed or otherwise transferred by operation of law without the prior written consent of UNITED. Violation of this section is grounds for immediate termination of this Agreement. UNITED will not withhold its consent to the Licensee's requests to sub-license the Licensed Software to a third party subject to the following obligations of the Licensee and limitations of UNITED: A. that the Licensee will have first provided UNITED with a copy of its draft sub-licensing agreement with the proposed sub- licensee (the "Sublicensee"), such agreement must contain the following provisions (the "Sub-licensing Agreement"): 1. that Licensee is responsible for all communication with the Sublicensee and UNITED will have no responsibility in this regard; 2. the Sublicensee shall obtain no rights in the Licensed licensed Software other than those specifically granted in the Sub- licensing Agreement; 3. that the Licensed Software is the sole property of UNITED, and that Licensee has only the specific rights to sub-license that are granted to it under this Agreement; and, 4. that the cost of any upgrades to the Licensed Software software that are sublicensed to the Sublicensee will be borne by the Licensee. 1.4.2 Copyright, trademarks and other proprietary rights of UNITED (UNITED's Intellectual Property) protect the Licensed Software. The Licensee may be held directly responsible for acts relating to the Licensed Software which are not authorized by this Agreement. 1.4.3 All right, title and interest in and to UNITED's Intellectual Property to the Licensed Software, and any copies thereof, and all documentation, code and logic, which describes and/or comprises the Licensed Software remains the sole property of UNITED. 1.4.4 UNITED shall not be responsible for failure of performance of this Agreement due to causes beyond its control, including, but not limited to, work stoppages, fires, civil disobedience, riots, rebellions, acts of God, and similar occurrences. 1.4.5 The Licensee acknowledges that this is a non-exclusive agreement and that UNITED will license the Licensed Software to as many other parties as are willing to enter into a licensing agreement with UNITED.

Conditions of License. This license is granted under the following conditions: 1.4.1 The Licensee acknowledges that its rights in and to the Licensed Software may not be assigned, licensed or otherwise transferred by operation of law without the prior written consent of UNITED. Violation of this section is grounds for immediate termination of this Agreement. UNITED will not withhold its consent to the Licensee's requests to sub-license the Licensed Software to a third party subject to the following obligations of the Licensee and limitations of UNITED: A. that the Licensee will have first provided UNITED with a copy of its draft sub-licensing agreement with the proposed sub- licensee (the "Sublicensee"), such agreement must contain the following provisions (the "Sub-licensing Agreement"): 1. that Licensee is responsible for all communication with the Sublicensee and UNITED will have no responsibility in this regard; 2. the Sublicensee shall obtain no rights in the Licensed licensed Software other than those specifically granted in the Sub- licensing Agreement; 3. that the Licensed Software is the sole property of UNITED, and that Licensee has only the specific rights to sub-license that are granted to it under this Agreement; and, 4. that the cost of any upgrades to the Licensed Software software that are sublicensed to the Sublicensee will be borne by the Licensee. 1.4.2 Copyright, trademarks and other proprietary rights of UNITED (UNITED's Intellectual Property) protect the Licensed Software. The Licensee may be held directly responsible for acts relating to the Licensed Software which are not authorized by this Agreement. 1.4.3 All right, title and interest in and to UNITED's Intellectual Property to the Licensed Software, and any copies thereof, and all documentation, code and logic, which describes and/or comprises the Licensed Software remains the sole property of UNITED. 1.4.4 UNITED shall not be responsible for failure of performance of this Agreement due to causes beyond its control, including, but not limited to, work stoppages, fires, civil disobedience, riots, rebellions, acts of God, and similar occurrences. 1.4.5 The Licensee acknowledges that this is a non-exclusive agreement and that UNITED will license the Licensed Software to as many other parties as are willing to enter into a licensing agreement with UNITED. 1.4.6 The Licensee shall be responsible for ensuring that they are operating the Licensed Software in compliance with any and all applicable state, provincial, national, and international laws.