Customer System and Materials Sample Clauses
Customer System and Materials a) The Customer grants Kineo a non-exclusive, paid-up, non-transferable licence for the Term to use the Customer System as reasonably necessary for Kineo to perform its obligations under this Agreement.
b) The licence granted to Kineo to use the Customer System is subject to, and Xxxxx must comply with, the following conditions.
i. Kineo must not sublicense or otherwise authorise any third party to use the Customer System for any purposes whatsoever, save third party contractors engaged in the performance of Kineo's obligations under this Agreement and for the purpose of performing those obligations.
ii. Kineo must not use, copy, modify or otherwise exploit the Customer System except to the extent necessary to perform its obligations under this Agreement.
iii. Kineo must not decompile, reverse engineer or otherwise attempt to derive the algorithms by which the Customer System operates or translate, disassemble, reproduce, adapt or create derivative works based on the Customer System except to the extent necessary to perform its obligations under this Agreement.
c) The Customer grants Kineo a non-exclusive, paid-up, non-transferable licence for the Term to use all Customer Materials (other than the Customer System) as reasonably necessary for Kineo to perform its obligations under this Agreement. This license includes the right for Kineo to sublicense such rights to any third-party contractors engaged in the performance of Kineo's obligations under this Agreement, and for the purpose of performing those obligations.