Common use of Deliverable Software Clause in Contracts

Deliverable Software. Contractor shall furnish to the Purchaser, upon transfer of title to any portion of the System or System Upgrade pursuant to Article 9, copies of all computer or other apparatus programs and software, in executable form, and related documentation relating to the operation, maintenance, or repair of the computer systems of such portion of the System or System Upgrade, as the case may be, as delivered by Contractor (the "Deliverable Software"). In the case of Contractor Intellectual Property, such copies of programs and software shall consist solely of executable code provided in offline media (e.g., tapes, or diskettes) for restoration purposes, sufficient to operate, maintain or repair the computer systems of such portion of the System or System Upgrade, as the case may be, as delivered by Contractor, and in the case of Project Intellectual Property, such programs and software shall be delivered in both source and object code forms. Contractor shall furnish to Purchaser, from time to time during the Warranty Period or any Upgrade Warranty Period, copies of all computer or other apparatus programs and software, in executable form (and in the case of Project Intellectual Property, in source code form), and related documentation that Contractor may develop to correct errors or to maintain Deliverable Software previously furnished to Purchaser, which shall also be treated as Deliverable Software for purposes of this Contract upon delivery thereof to Purchaser. Contractor grants to Purchaser a perpetual, royalty-free, non-transferable (except under the circumstances specified in Sub-Article 18(F) below) license to use and reproduce the Deliverable Software 55 52 Materials owned, controlled, or developed by Contractor for the purpose of fulfilling Purchaser's obligations under this Contract and using and operating the System (as upgraded by any System Upgrades) supplied by Contractor with the right to employ third parties (under appropriate written obligations respecting confidentiality) to assist Purchaser in fulfilling its obligations under this Contract and in using and operating the System (as upgraded by any System Upgrades), but with no right to sublicense. Contractor grants to Purchaser a perpetual, royalty-free, non-transferable (except under the circumstances specified in Sub-Article 18(F) below) license to use and reproduce those portions of Deliverable Software owned or controlled by third parties (but only to the extent of any rights which may have been granted to Contractor by such third parties) for the purpose of fulfilling Purchaser's obligations under this Contract and using and operating the System (as upgraded by any System Upgrades) supplied by Contractor with the right to employ third parties (under appropriate written obligations respecting confidentiality) to assist Purchaser in fulfilling its obligations under this Contract and in using and operating the System (as upgraded by any System Upgrades), but with no right to sublicense. These licenses shall be limited to the right to use Deliverable Software that is not Project Intellectual Property only with the particular type of computer equipment or substantially similar replacement equipment for which such Deliverable Software was provided in the System (as upgraded by any System Upgrades) as supplied by Contractor.

Deliverable Software. Contractor shall furnish to the Purchaser, upon transfer of title to any portion of the System or System Upgrade pursuant to Article 9, copies of all computer or other apparatus programs and software, in executable form, and related documentation relating to the operation, maintenance, or repair of the computer systems of such portion of the System or System Upgrade, as the case may be, as delivered by Contractor (the "Deliverable Software"). In the case of Contractor Intellectual Property, such copies of programs and software shall consist solely of executable code provided in offline media (e.g., tapes, or diskettes) for restoration purposes, sufficient to operate, maintain or repair the computer systems of such portion of the System or System Upgrade, as the case may be, as delivered by Contractor, and in the case of Project Intellectual Property, such programs and software shall be delivered in both source and object code forms. Contractor shall furnish to Purchaser, from time to time during the Warranty Period or any Upgrade Warranty Period, copies of all computer or other apparatus programs and software, in executable form (and in the case of Project Intellectual Property, in source code form), and related documentation that Contractor may develop to correct errors or to maintain Deliverable Software previously furnished to Purchaser, which shall also be treated as Deliverable Software for purposes of this Contract upon delivery thereof to Purchaser. Contractor grants to Purchaser a perpetual, royalty-free, non-transferable (except under the circumstances specified in Sub-Article 18(F) below) license to use and reproduce the Deliverable Software 55 52 Materials owned, controlled, or developed by Contractor for the purpose of fulfilling Purchaser's obligations under this Contract and using and operating the System (as upgraded by any System Upgrades) supplied by Contractor with the right to employ third parties (under appropriate written obligations respecting confidentiality) to assist Purchaser in fulfilling its obligations under this Contract and in using and operating the System (as upgraded by any System Upgrades), but with no right to sublicense. Contractor grants to Purchaser a perpetual, royalty-free, non-transferable (except under the circumstances specified in Sub-Article 18(F) below) license to use and reproduce those portions of Deliverable Software owned or controlled by third parties (but only to the extent of any rights which may have been granted to Contractor by such third parties) for the purpose of fulfilling Purchaser's obligations under this Contract and using and operating the System (as upgraded by any System Upgrades) supplied by Contractor with the right to employ third parties (under appropriate written obligations respecting confidentiality) to assist Purchaser in fulfilling its obligations under this Contract and in using and operating the System (as upgraded by any System Upgrades), but with no right to sublicense. These licenses shall be limited to the right to use Deliverable Software that is not Project Intellectual Property only with the particular type of computer equipment or substantially similar replacement equipment for which such Deliverable Software was provided in the System (as upgraded by any System Upgrades) as supplied by Contractor.

Deliverable Software. Contractor shall furnish to the Purchaser, upon transfer of title to any portion of the System or System Upgrade pursuant to Article 9, copies of all computer or other apparatus programs and software, in executable form, and related documentation relating to the operation, maintenance, or repair of the computer systems of such portion of the System or System Upgrade, as the case may be, as delivered by Contractor (the "Deliverable Software"). In the case of Contractor Intellectual Property, such copies of programs and software shall consist solely of executable code provided in offline media (e.g., tapes, or diskettes) for restoration purposes, sufficient to operate, maintain or repair the computer systems of such portion of the System or System Upgrade, as the case may be, as delivered by Contractor, and in the case of Project Intellectual Property, such programs and software shall be delivered in both source and object code forms. Contractor shall furnish to Purchaser, from time to time during the Warranty Period or any Upgrade Warranty Period, copies of all computer or other apparatus programs and software, in executable form (and in the case of Project Intellectual Property, in source code form), and related documentation that Contractor may develop to correct errors or to maintain Deliverable Software previously furnished to Purchaser, which shall also be treated as Deliverable Software for purposes of this Contract upon delivery thereof to Purchaser. Contractor grants to Purchaser a perpetual, royalty-free, non-transferable (except under the circumstances specified in Sub-Article 18(F) below) license to use and reproduce the Deliverable Software 55 52 Materials owned, controlled, or 46 42 developed by Contractor for the purpose of fulfilling Purchaser's obligations under this Contract and using and operating the System (as upgraded by any System Upgrades) supplied by Contractor with the right to employ third parties (under appropriate written obligations respecting confidentiality) to assist Purchaser in fulfilling its obligations under this Contract and in using and operating the System (as upgraded by any System Upgrades), but with no right to sublicense. Contractor grants to Purchaser a perpetual, royalty-free, non-transferable (except under the circumstances specified in Sub-Article 18(F) below) license to use and reproduce those portions of Deliverable Software owned or controlled by third parties (but only to the extent of any rights which may have been granted to Contractor by such third parties) for the purpose of fulfilling Purchaser's obligations under this Contract and using and operating the System (as upgraded by any System Upgrades) supplied by Contractor with the right to employ third parties (under appropriate written obligations respecting confidentiality) to assist Purchaser in fulfilling its obligations under this Contract and in using and operating the System (as upgraded by any System Upgrades), but with no right to sublicense. These licenses shall be limited to the right to use Deliverable Software that is not Project Intellectual Property only with the particular type of computer equipment or substantially similar replacement equipment for which such Deliverable Software was provided in the System (as upgraded by any System Upgrades) as supplied by Contractor.

Deliverable Software. Contractor shall furnish to the Purchaser, upon transfer of title to any portion of the System or System Upgrade pursuant to Article 9, copies of all computer or other apparatus programs and software, in executable form, and related documentation relating to the operationdocumentation, maintenance, or repair of the computer systems of such portion of the System or System Upgrade, as the case may be, as delivered by Contractor (the "Deliverable Software"). In the case of Contractor Intellectual Property, where such copies of programs and software shall consist solely of executable code provided in offline media (e.g., tapes, or diskettes) for restoration purposes, sufficient to operate, maintain or repair the computer systems of such portion of the System or System Upgrade, as the case may be, as delivered by Contractor, and in Contractor (the case of Project Intellectual Property, such programs and software shall be delivered in both source and object code formsDeliverable Software). Contractor shall furnish to Purchaser, from time to time during the Warranty Period or any Upgrade Warranty Period, copies of all computer or other apparatus programs and software, in executable form (and in the case of Project Intellectual Property, in source code form), and related documentation documentation, where such copies of programs and software shall consist solely of executable code provided in offline media for restoration purposes, that Contractor may develop to correct errors or to maintain Deliverable Software previously furnished to Purchaser, which shall also be treated as Deliverable Software for purposes of this Contract upon delivery thereof to Purchaser. Contractor grants to Purchaser a perpetual, royalty-free, non-transferable (except under the circumstances specified in Sub-Sub- Article 18(F18(G) below) license to use and reproduce the Deliverable Software 55 52 Materials owned, controlled, or developed by Contractor for the purpose of fulfilling to fulfill Purchaser's obligations under this Contract and using to use and operating operate the System (as upgraded by any System Upgrades) supplied by Contractor with the right to employ third parties (under appropriate written obligations respecting confidentiality) to assist Purchaser in fulfilling its obligations under this Contract and in using and operating the System (as upgraded by any System Upgrades), but with no right to sublicense. Contractor grants to Purchaser a perpetual, royalty-free, non-transferable nontransferable (except under the circumstances specified in Sub-Article 18(F1 8(G) below) license to use and reproduce those portions of Deliverable Software owned or controlled by third parties (but only to the extent of any rights which may have been granted to Contractor by such third parties) for the purpose of fulfilling to fulfill Purchaser's obligations under this Contract and using to use and operating operate the System (as upgraded by any System Upgrades) supplied by Contractor with the right to employ third parties (under appropriate written obligations respecting confidentiality) to assist Purchaser in fulfilling its obligations under this Contract and in using and operating the System (as upgraded by any System Upgrades), but with no right to sublicense. These licenses shall be limited to the right to use Deliverable Software that is not Project Intellectual Property only with the particular type of computer equipment or substantially similar replacement equipment for which such the Deliverable Software was provided in the System (as upgraded by any System Upgrades) as supplied by Contractor.

Deliverable Software. Contractor shall furnish to the Purchaser, upon transfer of title to any portion of the System or System Upgrade pursuant to Article 9, copies of all computer or other apparatus programs and software, in executable form, software and related documentation relating to the operation, maintenance, maintenance or repair of the computer systems of such portion of the System or System Upgrade, as the case may be, as delivered by Contractor (the "Deliverable Software"). In the case of Contractor Intellectual Property, such copies of programs and software shall consist solely of executable code provided in offline media (e.g., tapes, or diskettes) for restoration purposes, sufficient to operate, maintain or repair the computer systems of such portion of the System or System Upgrade, as the case may be, as delivered by Contractor, and in the case of All Deliverable Software that is Project Intellectual Property, such programs and software Property shall be delivered in both source code and object code forms(i.e., executable) form. All Deliverable Software that is Contractor Intellectual Property shall be delivered in executable form. Contractor shall also furnish to Purchaser, from time to time during the Warranty Period or any Upgrade Warranty Period, copies of all computer or other apparatus programs and software, in executable form (and in the case of Project Intellectual Property, in source code form), software and related documentation that Contractor may develop to correct errors or to maintain Deliverable Software previously furnished to Purchaser, which shall also be treated as Deliverable Software for purposes in accordance with the terms of this provision and subject to this Contract upon delivery thereof to Purchaser. Contractor grants to Purchaser a perpetual, royalty-free, non-transferable (except under the circumstances specified in Sub-Article 18(F18(G) below) license to use and reproduce the Deliverable Software 55 52 Materials ownedthat is Contractor Intellectual Property, controlled, or developed by Contractor for the purpose purposes of fulfilling Purchaser's obligations under this Contract and using and using, operating or maintaining the System (as upgraded by any System Upgrades) supplied by Contractor Contractor, with the right to employ third parties (under appropriate written obligations respecting confidentiality) to assist Purchaser in fulfilling its obligations under this Contract and in using and using, operating or maintaining the System (as upgraded by any System Upgrades), but with no right to sublicense. Contractor grants to Purchaser a perpetual, royalty-free, non-transferable nontransferable (except under the circumstances specified in Sub-Article 18(F18(G) below) license to use and reproduce those portions of Deliverable Software owned or controlled by third parties (but only to the extent of any rights which may have been granted to Contractor by such third parties) ), for the purpose purposes of fulfilling Purchaser's obligations under this Contract and using and using, operating or maintaining the System (as upgraded by any System Upgrades) supplied by Contractor Contractor, with the right to employ third parties (under appropriate written obligations respecting confidentiality) to assist Purchaser in fulfilling its obligations under this Contract and in using and using, operating or maintaining the System (as upgraded by any System Upgrades), but with no right to sublicensesub-license. These licenses The license granted to Purchaser by Contractor in Deliverable Software that is Contractor Intellectual Property or that is owned or controlled by third parties shall be limited to the right to use Deliverable Software that is not Project Intellectual Property only with the particular type of computer equipment or substantially similar replacement equipment for which such Deliverable Software was provided in the System (as upgraded by any System Upgrades) as supplied by Contractor.

Deliverable Software. Contractor shall furnish to the Purchaser, upon transfer of title to any portion of the System or System Upgrade pursuant to Article 9, copies of all computer or other apparatus programs and software, in executable form, and related documentation relating to the operation, maintenance, or repair of the computer systems of such portion of the System or System Upgrade, as the case may be, as delivered by Contractor (the "Deliverable Software"). In the case of Contractor Intellectual Property, such copies of programs and software shall consist solely of executable code provided in offline media (e.g., tapes, or diskettes) for restoration purposes, sufficient to operate, maintain or repair the computer systems of such portion of the System or System Upgrade, as the case may be, as delivered by Contractor, and in the case of Project Intellectual Property, such programs and software shall be delivered in both source and object code forms. Contractor shall furnish to Purchaser, from time to time during the Warranty Period or any Upgrade Warranty Period, copies of all computer or other apparatus programs and software, in executable form (and in the case of Project Intellectual Property, in source code form), and related documentation that Contractor may develop to correct errors or to maintain Deliverable Software previously furnished to Purchaser, which shall also be treated as Deliverable Software for purposes of this Contract upon delivery thereof to Purchaser. Contractor grants to Purchaser a perpetual, royalty-free, non-transferable (except under the circumstances specified in Sub-Article 18(F) below) license to use and reproduce the Deliverable Software 55 52 Materials owned, controlled, or developed by Contractor for the purpose of fulfilling Purchaser's obligations under this Contract and using and operating the System (as upgraded by any System Upgrades) supplied by Contractor with the right to employ third parties (under appropriate written obligations respecting confidentiality) to assist Purchaser in fulfilling its obligations under this Contract and in using and operating the System (as upgraded by any System Upgrades), but with no right to sublicense. Contractor grants to Purchaser a perpetual, royalty-free, non-non- transferable (except under the circumstances specified in Sub-Article 18(F) below) license to use and reproduce those portions of Deliverable Software owned or controlled by third parties (but only to the extent of any rights which may have been granted to Contractor by such third parties) for the purpose of fulfilling Purchaser's obligations under this Contract and using and operating the System (as upgraded by any System Upgrades) supplied by Contractor with the right to employ third parties (under appropriate written obligations respecting confidentiality) to assist Purchaser in fulfilling its obligations under this Contract and in using and operating the System (as upgraded by any System Upgrades), but with no right to sublicense. These licenses shall be limited to the right to use Deliverable Software that is not Project Intellectual Property only with the particular type of computer equipment or substantially similar replacement equipment for which such Deliverable Software was provided in the System (as upgraded by any System Upgrades) as supplied by Contractor. 1. Confidentiality Purchaser shall keep the Deliverable Software that is not Project Intellectual Property confidential in accordance with Article 20 (Safeguarding of Information and Technology) and Article 21 (Export Control) to the extent that such Deliverable Software is designated as Confidential Information by its owner and agrees to use its best efforts to see that its employees, consultants, and agents, and other users of such software, comply with the provisions of this Contract. Purchaser also agrees to refrain from taking any steps, such as reverse assembly or decompilation, to derive a source code equivalent of any object code that is furnished by Contractor, provided that Contractor continues to maintain the Deliverable Software that is not Project Intellectual Property in accordance with the terms of a support and maintenance agreement to be entered into on such terms to be agreed upon by the Parties, which terms shall in all events contain assurances of support and maintenance at least as favorable to Purchaser as those contained in the Operating, Administration and Maintenance Agreement concerning AC-1 or is willing and able to enter into an agreement to maintain the Deliverable Software upon terms reasonably comparable to the pertinent terms of the initial agreement to be entered into by the Parties with regard to support and maintenance after the expiration or termination thereof or does not go insolvent or bankrupt to thereby *. In the case of insolvency or bankruptcy of Contractor, Purchaser shall limit any derivation of a source code equivalent to that portion of the Deliverable Software that is Contractor Intellectual Property. Purchaser shall not under any circumstances take any steps to derive a source code * MATERIAL OMITTED AND SEPARATELY FILED WITH THE COMMISSION UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT. equivalent from that portion of the Deliverable Software comprising commercial, off-the-shelf software developed or provided by third parties.

Deliverable Software. Contractor shall furnish to the Purchaser, upon transfer of title to any portion of the System or System Upgrade pursuant to Article 9, copies of all computer or other apparatus programs and software, in executable form, and related documentation relating to the operation, maintenance, or repair of the computer systems of such portion of the System or System Upgrade, as the case may be, as delivered by Contractor (the "Deliverable Software"). In the case of Contractor Intellectual Property, such copies of programs and software shall consist solely of executable code provided in offline media (e.g., tapes, or diskettes) for restoration purposes, sufficient to operate, maintain or repair the computer systems of such portion of the System or System Upgrade, as the case may be, as delivered by Contractor, and in the case of Project Intellectual Property, such programs and software shall be delivered in both source and object code forms. Contractor shall furnish to Purchaser, from time to time during the Warranty Period or any Upgrade Warranty Period, copies of all computer or other apparatus programs and software, in executable form (and in the case of Project Intellectual Property, in source code form), and related documentation that Contractor may develop to correct errors or to maintain Deliverable Software previously furnished to Purchaser, which shall also be treated as Deliverable Software for purposes of this Contract upon delivery thereof to Purchaser. Contractor grants to Purchaser a perpetual, royalty-free, non-transferable (except under the circumstances specified in Sub-Article 18(F) below) license to use and reproduce the Deliverable Software 55 52 Materials owned, controlled, or developed by Contractor for the purpose of fulfilling Purchaser's obligations under this Contract and using and operating the System (as upgraded by any System Upgrades) supplied by Contractor with the right to employ third parties (under appropriate written obligations respecting confidentiality) to assist Purchaser in fulfilling its obligations under this Contract and in using and operating the System (as upgraded by any System Upgrades), but with no right to sublicense. Contractor grants to Purchaser a perpetual, royalty-free, non-non- transferable (except under the circumstances specified in Sub-Article 18(F) below) license to use and reproduce those portions of Deliverable Software owned or controlled by third parties (but only to the extent of any rights which may have been granted to Contractor by such third parties) for the purpose of fulfilling Purchaser's obligations under this Contract and using and operating the System (as upgraded by any System Upgrades) supplied by Contractor with the right to employ third parties (under appropriate written obligations respecting confidentiality) to assist Purchaser in fulfilling its obligations under this Contract and in using and operating the System (as upgraded by any System Upgrades), but with no right to sublicense. These licenses shall be limited to the right to use Deliverable Software that is not Project Intellectual Property only with the particular type of computer equipment or substantially similar replacement equipment for which such Deliverable Software was provided in the System (as upgraded by any System Upgrades) as supplied by Contractor. 1. Confidentiality Purchaser shall keep the Deliverable Software that is not Project Intellectual Property confidential in accordance with Article 20 (Safeguarding of Information and Technology) and Article 21 (Export Control) to the extent that such Deliverable Software is designated as Confidential Information by its owner and agrees to use its best efforts to see that its employees, consultants, and agents, and other users of such software, comply with the provisions of this Contract. Purchaser also agrees to refrain from taking any steps, such as reverse assembly or decompilation, to derive a source code equivalent of any object code that is furnished by Contractor, provided that Contractor continues to maintain the Deliverable Software that is not Project Intellectual Property in accordance with the terms of a support and maintenance agreement to be entered into on such terms to be agreed upon by the Parties, which terms shall in all events contain assurances of support and maintenance at least as favorable to Purchaser as those contained in the Operating, Administration and Maintenance Agreement concerning AC-1 or is willing and able to enter into an agreement to maintain the Deliverable Software upon terms reasonably comparable to the pertinent terms of the initial agreement to be entered into by the Parties with regard to support and maintenance after the expiration or termination thereof or does not go insolvent or bankrupt to thereby trigger *. In the case of insolvency or bankruptcy of Contractor, Purchaser shall limit any derivation of a source code equivalent to that portion of the Deliverable Software that is Contractor Intellectual Property. Purchaser shall not under any circumstances take any steps to derive a source code * MATERIAL OMITTED AND SEPARATELY FILED UNDER AN APPLICATION FOR CONFIDENTIAL TREATMENT. equivalent from that portion of the Deliverable Software comprising commercial, off-the-shelf software developed or provided by third parties. 2. Backup Copies Purchaser may make and retain two archive copies in executable form of the Deliverable Software that is not Project Intellectual Property. Any copy will contain the same copyright notice and proprietary markings as are on the original software and shall be subject to the same restrictions as the originals.

Deliverable Software. Contractor shall furnish to the Purchaser, upon transfer of title to any portion of the System or System Upgrade pursuant to Article 9, copies of all computer or other apparatus programs and software, in executable form, and related documentation relating to the operation, maintenance, or repair of the computer systems of such portion of the System or System Upgrade, as the case may be, as delivered by Contractor (the "Deliverable Software"). In the case of Contractor Intellectual Property, such copies of programs and software shall consist solely of executable code provided in offline media (e.g., tapes, or diskettes) for restoration purposes, sufficient to operate, maintain or repair the computer systems of such portion of the System or System Upgrade, as the case may be, as delivered by Contractor, and in the case of Project Intellectual Property, such programs and software shall be delivered in both source and object code forms. Contractor shall furnish to Purchaser, from time to time during the Warranty Period or any Upgrade Warranty Period, copies of all computer or other apparatus programs and software, in executable form (and in the case of Project Intellectual Property, in source code form), and related documentation that Contractor may develop to correct errors or to maintain Deliverable Software previously furnished to Purchaser, which shall also be treated as Deliverable Software for purposes of this Contract upon delivery thereof to Purchaser. Contractor grants to Purchaser a perpetual, royalty-free, non-transferable (except under the circumstances specified in Sub-Article 18(F) below) license to use and reproduce the Deliverable Software 55 52 Materials owned, controlled, or developed by Contractor for the purpose of fulfilling Purchaser's obligations under this Contract and using and operating the System (as upgraded by any System Upgrades) supplied by Contractor with the right to employ third parties (under appropriate written obligations respecting confidentiality) to assist Purchaser in fulfilling its obligations under this Contract and in using and operating the System (as upgraded by any System Upgrades), but with no right to sublicense. Contractor grants to Purchaser a perpetual, royalty-free, non-non- transferable (except under the circumstances specified in Sub-Article 18(F) below) license to use and reproduce those portions of Deliverable Software owned or controlled by third parties (but only to the extent of any rights which may have been granted to Contractor by such third parties) for the purpose of fulfilling Purchaser's obligations under this Contract and using and operating the System (as upgraded by any System Upgrades) supplied by Contractor with the right to employ third parties (under appropriate written obligations respecting confidentiality) to assist Purchaser in fulfilling its obligations under this Contract and in using and operating the System (as upgraded by any System Upgrades), but with no right to sublicense. These licenses shall be limited to the right to use Deliverable Software that is not Project Intellectual Property only with the particular type of computer equipment or substantially similar replacement equipment for which such Deliverable Software was provided in the System (as upgraded by any System Upgrades) as supplied by Contractor.